Please fill out the Fillable PDF form below. Document Date: 8/25/2022 Conditions Precedent to Indemnification. Document Date: 8/22/2022 Document Date: 7/19/2022 New York's General Obligations Law 5-322.1 prohibits enforcement of an indemnification agreement for damage arising "out of bodily injuries to persons or damage to property contributed to, caused by, or resulting from the negligence of the promisee, his agents or employees, or indemnitee, whether such negligence be in whole or in part." Saranac Lake, 2019 N.Y. Slip. In consideration of the advance by the Company for Expenses incurred by me in connection with the Proceeding (the Advanced Expenses), I hereby agree that if, in connection with the Proceeding, it is established that (1)an act or omission by me was material to the matter giving rise to the Proceeding and (a)was committed in bad faith or (b)was the result of active and deliberate dishonesty or (2)I actually received an improper personal benefit in money, property or services or (3)in the case of any criminal proceeding, I had reasonable cause to believe that the act or omission was unlawful, then I shall promptly reimburse the portion of the Advanced Expenses relating to the claims, issues or matters in the Proceeding as to which the foregoing findings have been established. The Contractor shall maintain the records required under this paragraph as set forth in Appendix A to this Agreement . . for new york limited liability companies like the trump organization, section 420 of the limited liability company law (the "llc law") governs advancement and indemnification of legal fees, providing that the operating agreement "may" - but is not required - to provide its principals, agents, or any "other person" advancement or indemnification In all instances, surviving spouses qualify for . 1994) ). Definitions. The officer of the Company receiving any such request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. Hold harmless agreement, no-fault agreement, release of liability, or waiver of liability are other terms for an indemnity agreement.200c (b)Subject to the provisions of the last sentence of this Section13(b) and of Section13(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall notify Indemnitee of any such decision to defend within 15 days following receipt of notice of any such Proceeding under Section13(a) above. As used in this Agreement: (a) "Agent" (b)Without in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee which would otherwise be indemnifiable hereunder arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and Expenses incurred (or reasonably expected to be incurred) by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in Section 15(a) above. the Company and Indemnitee, intending to be legally bound, do hereby covenant and agree as follows: 1. New York Indemnity Agreement FindLegalForms.com Sample Form File types included Microsoft Word Adobe PDF WordPerfect Rich Text Format Compatible with Windows Mac OS X Linux For Immediate Download $19.95 New York Add to Cart Free eSignature included with every order Attorney prepared (f)Independent Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither is, nor in the past five years has been, retained to represent: (i)the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement or of other indemnitees under similar indemnification agreements), or (ii)any other party to or participant or witness in the Proceeding giving rise to a claim for indemnification or advance of Expenses hereunder. In order to expedite the clearance of certain types of title insurance Defects and limit the need to obtain individual letters of indemnity or performance, the companies that now or hereafter become signatories to this Inter-Underwriter Indemnification Agreement . This Section13(b) shall not apply to a Proceeding brought by Indemnitee under Section 12 of this Agreement. Breach of Third-Party Beneficiary Contract, Breach: 03. Please be advised that Old Republic National Title Insurance Company has joined in the execution of the Mutual Indemnification Agreement. The waiver of claim, or the belief you have required another waive claims, can easily be thwarted or overlooked if handled improperly. Businesses and individuals negotiating commercial contracts should understand indemnification agreements to better protect themselves from business risk and liability. Indeed, under New York law, "Such an agreement . Breach Implied Covenant of Good Faith & Fair Dealing, Breach: 05. (c)The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform the Companys obligations pursuant to this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Law Firm: Latham Watkins 49 [II.24] 4. (c)Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification and/or advance of Expenses is sought by Indemnitee. A Practice Note discussing indemnification and defense provisions in commercial contracts under New York law. By way of further distinction, New York law - specifically NYS Gen. Oblig. This Standard Clause addresses the duty to compensate and defend for losses incurred, with optional hold harmless language, common exceptions to indemnification, notice of indemnification, control of defense, a liability basket, a liability cap, indemnification as a sole remedy, and indemnity payment adjustments for taxes and insurance payments. Thus, "where one is held liable solely on . You are here: Agreements > Indemnification Agreement > States > New York. Unless consented to in writing by Indemnitee, no amendment, alteration or repeal of the charter or Bylaws of the Company, this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitees Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal. Services to the Company. Governing Law:New York, Parties: CEDAR REALTY TRUST, INC. | CEDAR REALTY TRUST PARTNERSHIP, LP | KEYBANK NATIONAL ASSOCIATION INDEMNIFICATION The Contractor agrees to indemnify and hold harmless the State of New York and. An indemnity agreement is a contract that protect one party of a transaction from the risks or liabilities created by the other party of the transaction. director or key employee of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his resignation. The proposal states that Board anticipates that, if these Indemnification Agreements are ratified and approved, corporation may enter into similar Indemnification Agreements with new directors and non-director officers at same levels without seeking stockholder approval or ratification and that stockholder who votes in favor of ratification and . Governing Law:New York, Parties: DEEP LAKE CAPITAL ACQUISITION CORP. | Deep Lake Capital Acquisition Corp Parties: MICROCLOUD HOLOGRAM INC. | MicroCloud Hologram Inc Kelly A. McGee, a partner and trial attorney in the Goldberg Segalla's New York City office, focuses her practice on defending clients in high . indemnify and hold harmless [landowner] from and against all claims, demands, suits, costs, expenses, liabilities, fines, penalties, losses, damages and injury to person, property or otherwise, including, without limitation, direct, indirect and consequential damages, court costs and reasonable attorney's fees, arising from or in any respect At the time of the incident, plaintiff was at work in the lobby of a building owned by his employer . Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. 2. In the "classic indemnification case," the one seeking indemnification "had committed no wrong, but by virtue of some relationship with the tort-feasor or obligation imposed by law, was nevertheless held liable to the injured party." D'Ambrosio v. City of New York, 55 N.Y.2d 454, 461 (1982). Agreement Has any Connection With New York? (d)In the event that Indemnitee is successful in seeking, pursuant to this Section 12, a judicial adjudication of or an award in arbitration to enforce Indemnitees rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company for, any and all Expenses actually and reasonably incurred by Indemnitee in such judicial adjudication or arbitration. Bronx New York Form Indemnification Agreement by Holiday RV Superstores. The subcontractor's project manager was injured . For example, if you were a business owner selling Widget XYZ as an original design to a retailer, and your contract with the retailer contains an indemnity clause, you, rather than the retailer, would be responsible to pay the retailer's legal costs and . It discusses key issues including statutory and common law barriers to enforcement, defining the scope of the indemnity, limiting liability, and alternatives to indemnification. (a)To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary or appropriate to determine whether and to what extent Indemnitee is entitled to indemnification. Document Date: 3/21/2022 Itdiscusses key issues including statutory and common law barriers to enforcement, defining the scope of the indemnity, limiting liability, and alternatives to indemnification. (New York) AGREEMENT, effective as of November 19, 1996 between Chyron Corporation, a New York corporation (the "Company"), and Xxxxxxx Wellesley-Xxxxxx . THIS INDEMNIFICATION AGREEMENT (Agreement) is made and entered into as of the _____ day of _________, 20__, by and between New York Mortgage Trust, Inc., a Maryland corporation (the Company), and ________________________ (Indemnitee). judlau contracting, inc., 11 n.y.3d 204 (n.y. 2008) further clarified the scope of permissible contractual indemnification provisions and held that new york's general obligations law 5-322.1 permits a partially negligent general contractor to seek contractual indemnification from its subcontractor for those negligent acts attributable to its Law Firm: Wilmer Cutler Date: August 07, 2003. This Notedefinesindemnification and explains how parties often use indemnification to allocate risk. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated. A Standard Clause providing for unilateral or mutual indemnification and defense in a sale of goods or services transaction governed by New York law. Loss did not Arise from the Conduct Described in the Indemnity Agreement Plaintiff was injured when he was struck by barrels that fell off of a hand truck. 2. Please refer to Underwriting Bulletin No. Law Firm: Davis Polk Enter to open, tab to navigate, enter to select, https://content.next.westlaw.com/practical-law/document/Iec91dc7fa78c11e79bef99c0ee06c731/Indemnification-Clauses-in-Commercial-Contracts-NY?viewType=FullText&transitionType=Default&contextData=(sc.Default), Indemnification Clauses in Commercial Contracts (NY), Obligation to Indemnify Distinguished from Obligation to Defend, Indemnification Versus Hold Harmless Provisions, Defining the Covered Events of the Indemnity, Waiver of Incidental and Consequential Damages, Maximum Liability (Limitation of Liability). Governing Law:New York, Parties: ANTHEMIS DIGITAL ACQUISITIONS I CORP Involving New York Governing Law, ENVIRONMENTAL COMPLIANCE AND INDEMNITY AGREEMENT, Amendment No. Document Date: 6/8/2022 New York, N.Y. New York Real Estate Journal - 17 Accord Park Drive #207, Norwell MA 02061 - (781) 878-4540. Governing law provisions (also knows as choice of law or controlling law clauses) in contracts are frequently used by the agreement parties to specify which jurisdiction's laws will be applied to interpreting the contractual provisions and obligations. Governing Law:New York, Parties: HUDSON ACQUISITION I CORP. | Hudson Acquisition I Corp Governing law provisions (also knows as choice of law or controlling law clauses) in contracts are frequently used by the agreement parties to specify which jurisdiction's laws will be applied to interpreting the contractual provisions and obligations. (a) Indemnification to the Fullest Extent Permitted by Law . new york state and federal courts applying new york law, however, construe contractual indemnification provisions very strictly, applying a presumption that such clauses only cover claims made by third-parties against one of the contracting parties - not claims by one contracting party against another ( i.e. New York law allows parties to contractually agree to shorten the applicable period of limitations. FREE consult. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitees entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless therefrom. All Rights Reserved. The GOL mandates that indemnity agreements, in which owners or contractors seek to pass along the risks for their own negligent actions to other contractors or subcontractors, are unenforceable. Accordingly, Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. In re Sept. 11 Litig., 751 F.3d 86, 94 (2d Cir. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy. Law Firm: Reed Smith [a] covenant, promise, agreement or understanding in, or in connection with or collateral to a contract or agreement relative to the construction, alteration, repair or maintenance of a building, structure, appurtenances and appliances including moving, demolition and excavating connected therewith, purporting to indemnify or hold harmless the With Advantageous Business Relationship, Tortious Interference: 2. Law Firm: Winston Strawn Governing Law:New York, Parties: AURA FAT PROJECTS ACQUISITION CORP The U.S. District Court for the District of New Jersey examined New Jersey law and held that the state anti-indemnity law, which prevents a party from being indemnified for its own negligence absent a "clear and unequivocal agreement," is applicable to additional insured provisions despite the statutory language that seemingly exempts . The rest of the elements for this cause of action; The citations to the most recent state and federal court cases citing the cause of action. (b) that the alleged indemnitee is vicariously liable therefor. 2014) Queens New York Indemnification Agreement for Property Survey. Governing Law:New York, Parties: WHEELER REAL ESTATE INVESTMENT TRUST, INC. | CEDAR REALTY TRUST PARTNERSHIP, LP | KEYBANK NATIONAL ASSOCIATION Under New York law, a person is entitled to implied indemnity when that person, in whole or in part, has discharged an owed duty, but which is between that party and another, should have been discharged by the other ( Gen. Conference of Seventh-Day Adventists v. AON Reinsurance Agency, Inc., 860 F. Supp. It has been noted, however, that although one is able to be indemnified pursuant to the An indemnity clause is standard in the majority of insurance agreements. Document Date: 8/9/2022 To: The Board of Directors of New York Mortgage Trust, Inc. Transfer Taxes On the Enforcement of Mezzanine Loans (2009).pdf. Governing Law:New York, Parties: SOUND POINT ACQUISITION CORP I, LTD Provided below are links to Indemnification Agreements with New York governing law clauses. Confidentiality, as the builder usually will not want other neighbors to know the terms agreed . As a clarification and without limiting the circumstances in which Indemnitee may be serving at the request of the Company, service by Indemnitee shall be deemed to be at the request of the Company: (i) if Indemnitee serves or served as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any corporation, partnership, limited liability company, joint venture, trust or other enterprise (1) of which a majority of the voting power or equity interest is or was owned directly or indirectly by the Company or (2) the management of which is controlled directly or indirectly by the Company and (ii) if, as a result of Indemnitees service to the Company or any of its affiliated entities, Indemnitee is subject to duties to, or required to perform services for, an employee benefit plan or its participants or beneficiaries, including as a deemed fiduciary thereof. (a)If to Indemnitee, to the address set forth on the signature page hereto. (a)In making any determination with respect to entitlement to indemnification hereunder, the person or persons (including any court having jurisdiction over the matter) making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section10(a) of this Agreement, and the Company shall have the burden of overcoming that presumption in connection with the making of any determination contrary to that presumption. (a)if such court determines that Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which case Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or. This Affirmation and Undertaking is being provided pursuant to that certain Indemnification Agreement dated the _____ day of ______________, 20____, by and between New York Mortgage Trust, Inc., a Maryland corporation (the Company), and the undersigned Indemnitee (the Indemnification Agreement), pursuant to which I am entitled to advance of Expenses in connection with. By quickly reviewing Indemnification Agreements to find contracts with New York governing law, you can customize your agreements to meet New York requirements. Category: Contracts - Indemnification - Litigation State: Multi-State County: Nassau Control #: US-60786 Instant Download Buy now Available formats: Word | Rich Text Free Preview Description Governing Law:New York, Parties: CATCHA INVESTMENT CORP (B) $1,000,000.00. This Agreement may be executed by facsimile signatureelectronically or of ODFI. What is the Corporate/LLC Indemnification Agreement?The Corporate/LLC Indemnification Agreement is a standard form used in the entertainment industry when performers or crew people ask to be paid via a corporation with no payroll taxes withheld. Governing Law:New York, Parties: OSIRIS ACQUISITION CORP. | Osiris Acquisition Corp Unlike New Jersey, New York courts refuse to enforce, as a matter of public policy, any agreement requiring an indemnitor to indemnify an indemnitee for the indemnitee's own grossly negligent or willful behavior. means that certain Indemnification Agreement, dated as of June 14, 2002, between XO Management and Xxxx X. Xxxxx. byPractical Law Commercial Transactions. Surviving spouses receiving Dependency and Indemnity Compensation are also eligible. WHEREAS, the parties by this Agreement desire to set forth their agreement regarding indemnification and advance of expenses; NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the sufficiency of which is hereby acknowledged by each party, the Company and Indemnitee do hereby covenant and agree as follows: (a)Change in Control means a change in control of the Company occurring after the Effective Date of a nature that would be required to be reported in response to Item 6(e)of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form)promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if, after the Effective Date (i) any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 15% or more of the combined voting power of all of the Companys then-outstanding securities entitled to vote generally in the election of directors without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such persons attaining such percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members of the Board of Directors then in office, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or (iii) at any time, a majority of the members of the Board of Directors are not individuals (A) who were directors as of the Effective Date or (B) whose election by the Board of Directors or nomination for election by the Companys stockholders was approved by the affirmative vote of at least two-thirds of the directors then in office who were directors as of the Effective Date or whose election or nomination for election was previously so approved. Document Date: 4/29/2022 (b)Corporate Status means the status of a person as a present or former director, officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company. (212) 490-5700. With a Contractual Right, Unfair Competition Copyright Infringement, Unfair Competition Trade Dress Infringement. 2 . (b)The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, upon a plea of. Op. 983, 986 (S.D.N.Y. indemnification expressly imposed by the court in approving the settlement. Document Date: 4/6/2022 Governing Law:New York, Parties: CHENGHE ACQUISITION CO. | Chenghe Acquisition Co An indemnity agreement is a legal contract that the surety uses to list down a surety's common law rights as well as contractual rights. 2 to Limited Guaranty and Indemnity Agreement. Nassau New York Form Indemnification Agreement by Holiday RV Superstores. (a) the right of the indemnitee to indemnification and advancement of expenses under this agreement shall (i) continue after the indemnitee has ceased to serve in a capacity which would entitle the indemnitee to indemnification or advancement of expenses pursuant to this agreement with respect to acts or omissions occurring prior to such Law Firm: Carter Ledyard;Chapman Cutler;Winston Strawn If, at the time the Company receives notice from any source of a Proceeding to which Indemnitee is a party or a participant (as a witness or otherwise) the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. Governing Law:New York, Parties: EMERGING MARKETS HORIZON CORP. | Emerging Markets Horizon Corp Form of Indemnification Agreement Contract Categories: Business Operations - Indemnification Agreements EX-10.1 3 nymt-xformofdoindemnif.htm EXHIBIT 10.1 Exhibit Governing Law:New York, Parties: VISTAS ACQUISITION CO II INC. | Vistas Acquisition Company II Inc We use cookies to improve security, personalize the user experience, enhance our marketing activities (including cooperating with our marketing partners) and for other business use. Governing Law:New York, Parties: OSIRIS ACQUISITION CORP. | Osiris Acquisition Corp I am subject to the Proceeding by reason of my Corporate Status or by reason of alleged actions or omissions by me in such capacity. Law Firm: Kirkland Ellis Breach of Implied Warranty of Fitness for a Particular Purpose, Emotional Distress, Intentional Infliction, Invasion of Privacy Improper Use Name, Picture or Likeness, Tortious Interference: 1. Governing Law:New York, Parties: YACHT FINDERS, INC. | Yacht Finders, Inc Provided below are links to Indemnification Agreement s with New York governing law clauses. Document Date: 3/14/2022 The Company shall not oppose Indemnitees right to seek any such adjudication or award in arbitration. Document Date: 3/31/2022 No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. Atlanta Austin Boston Chicago Dallas Denver Fort Lauderdale Houston Las Vegas Los Angeles Memphis Miami New York Oklahoma City Orlando Philadelphia Phoenix Richmond Salt Lake City San Antonio . $300,000 of market value exclusion until they. RealDealDocs contains millions of legal agreements and clauses drafted by top law firms and organized into easily searchable categories.

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