indemnification agreement new york

. Document Date: 3/25/2022 The Lien Law Trust - Lenders Beware (2007).pdf. 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. Law Firm: Graubard Miller When a surety bond is issued, common law allows the surety to be reimbursed if the principal defaults on his contractual obligations. No cost to post a project to get multiple bids in hours to compare before hiring. Law Firm: Davis Polk (a) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request, including documentation and information which is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. Read about Contractual Indemnification Language: Does It Really Limit Liability in New York Construction Accident Cases?. Governing Law:New York, Parties: DEEP LAKE CAPITAL ACQUISITION CORP. | Deep Lake Capital Acquisition Corp The Contractor shall maintain the records required under this paragraph as set forth in Appendix A to this Agreement . (c)The Indemnitee shall cooperate with the Company or any insurance carrier of the Company with respect to any Proceeding. 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. (a)If (i)a determination is made pursuant to Section 10(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii)advance of Expenses is not timely made pursuant to Sections 8 or 9 of this Agreement, (iii)no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv)payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement within ten days after receipt by the Company of a written request therefor, or (v)payment of indemnification pursuant to any other section of this Agreement or the charter or Bylaws of the Company is not made within ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other court of competent jurisdiction, or in an arbitration conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association, of Indemnitees entitlement to indemnification or advance of Expenses. RDFI with ODFI's request . Title Insurance For Mezzanine Loan Financing in New York (2001).pdf. 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 . (b) that the alleged indemnitee is vicariously liable therefor. Businesses and individuals negotiating commercial contracts should understand indemnification agreements to better protect themselves from business risk and liability. Define Xxxxx Indemnification Agreement. (a)This Agreement shall continue until and terminate on the later of (i) the date that Indemnitee shall have ceased to serve asa director, officer, employee or agent of the Company or as adirector,trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domesticcorporation, 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 and (ii) the date that Indemnitee is no longer subject to any actual or possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement). 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)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. director or key employee of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his resignation. Governing Law:New York, Parties: EMERGING MARKETS HORIZON CORP. | Emerging Markets Horizon Corp The Company shall indemnify the Officer and hold the Officer harmless, to the fullest extent permitted by the NYBCL, from and against all Judgments and all Expenses incurred by the Officer in connection with any Proceeding by reason of or relating to his Corporate Status. This Agreement shall be governed by and construed in accordance with New York law. Governing Law:New York, Parties: JATT ACQUISITION CORP | Zura Bio Limited Provided below are links to Indemnification Agreement s with New York governing law clauses. Law Firm: Carter Ledyard;Chapman Cutler;Winston Strawn New York State and federal courts applying New York Law, however, construe the reach of contractual indemnification provisions very narrowly as a result of the New York Court of Appeals' 1989 decision in Hooper Associates, Ltd. v. AGS Computers, Inc.,74 N.Y.2d 487, 548 N.E.2d 903, 549 N.Y.S.2d 365 (1989). INDEMNIFICATION The Contractor agrees to indemnify and hold harmless the State of New York and. (a)The Company will use its reasonable best efforts to acquire directors and officers liability insurance, on terms and conditions deemed appropriate by the Board of Directors, with the advice of counsel, covering Indemnitee or any claim made against Indemnitee by reason of Indemnitees Corporate Status and covering the Company for any indemnification or advance of Expenses made by the Company to Indemnitee for any claims made against Indemnitee by reason of Indemnitees Corporate Status. (c)indemnification or advance of Expenses hereunder if the Proceeding was brought by Indemnitee, unless: (i)the Proceeding was brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 12 of this Agreement, or (ii)the Companys charter or Bylaws, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise. Document Date: 7/15/2022 (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 Builder's agreement to repair all damages, plus appropriate insurance and indemnification; and 5. Define Cxxxx Indemnification Limit. 2. Document Date: 3/18/2022 (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. Nassau New York Form Indemnification Agreement by Holiday RV Superstores. (B) $1,000,000.00. The important take away is that indemnification language in a construction contract is only as good as its ability to be enforced. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitees choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the expense of the Company (subject to Section12(d) of this Agreement), to represent Indemnitee in connection with any such matter. Copyright 2022 RPCD Holdings LLC. You can browse through the agreements below or use our Advanced Search features to find exactly what you're looking for. (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. Law Firm: Davis Polk;Akin Gump;Mintz Levin This Standard Clause has integrated notes with important explanations and drafting and negotiating tips. Form of Indemnification Agreement Contract Categories: Business Operations - Indemnification Agreements EX-10.1 3 nymt-xformofdoindemnif.htm EXHIBIT 10.1 Exhibit Hold Harmless in the Construction Industry 10. 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. 209 for details on the implementation of the . 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. This would enable you to facilitate the closing process and give your client a greater sense of "hands-on" service by you. An indemnification agreement is a type of agreement where one or more parties to a contract look to be compensated for losses or damages in certain contractually defined events. Click Here To See A Sample Chapter From The Guide, Copyright 2022 The New York Litigation Guide, 1997 to 2021 - Litigation Guide Publishing, LLC |, * New York CPLR 3018(b) and Other Standard Defenses, Breach: 02. [1] The two basic categories of damages are general (sometimes referred to as market) damages and consequential (sometimes referred to as special) damages. 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. [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 indemnification expressly imposed by the court in approving the settlement. Queens New York Indemnification Agreement for Property Survey. 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. Bronx New York Form Indemnification Agreement by Holiday RV Superstores. Indemnity Agreement for use in New York. Document Date: 3/21/2022 Document Date: 3/14/2022 There, New York's highest court . (a)If to Indemnitee, to the address set forth on the signature page hereto. If it is so determined that Indemnitee is entitled to indemnification, the Company shall make payment to Indemnitee within ten days after such determination. Co. v. Gulf Oil Corp., 609 N.Y.S.2d 244, 245-246 (1st Dep't 1994). API. Involving New York Governing Law, ENVIRONMENTAL COMPLIANCE AND INDEMNITY AGREEMENT, Amendment No. (212) 490-5700. In the event of a Change in Control, the Company shall maintain in force any and all directors and officers liability insurance policies that were maintained by the Company immediately prior to the Change in Control for a period of six years with the insurance carrier or carriers and through the insurance broker in place at the time of the Change in Control; provided, however, (i) if the carriers will not offer the same policy and an expiring policy needs to be replaced, a policy substantially comparable in scope and amount shall be obtained and (ii) if any replacement insurance carrier is necessary to obtain a policy substantially comparable in scope and amount, such insurance carrier shall have an AM Best rating that is the same or better than the AM Best rating of the existing insurance carrier; provided, further, however, in no event shall the Company be required to expend in the aggregate in excess of 250% of the annual premium or premiums paid by the Company for directors and officers liability insurance in effect on the date of the Change in Control. Thus, "where one is held liable solely on . Governing Law:New York, Parties: YACHT FINDERS, INC. | Yacht Finders, Inc This Notedefinesindemnification and explains how parties often use indemnification to allocate risk. Document Date: 4/29/2022 The indemnification provided hereunder shall in no event exceed the lesser of: (A) the amount of insurance in effect under the policy issued by Prior Insurer; or. As used in this Agreement: (a) "Agent" 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. Law Firm: Kirkland Ellis (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. Governing Law:New York, Parties: OSIRIS ACQUISITION CORP. | Osiris Acquisition Corp The failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Companys ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced. The Company shall not oppose Indemnitees right to seek any such adjudication or award in arbitration. Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by Indemnitee to enforce Indemnitees rights under Section 7 of this Agreement. Governing Law:New York, Parties: EMERGING MARKETS HORIZON CORP. | Emerging Markets Horizon Corp 2 (a) The party seeking to be indemnified must have a signed contract . (New York) AGREEMENT, effective as of November 19, 1996 between Chyron Corporation, a New York corporation (the "Company"), and Xxxxxxx Wellesley-Xxxxxx . An indemnity clause is standard in the majority of insurance agreements. Indeed, under New York law, "Such an agreement . Document Date: 3/16/2022 983, 986 (S.D.N.Y. means that certain Indemnification Agreement, dated as of June 14, 2002, between XO Management and Xxxx X. Xxxxx. (b)In any judicial proceeding or arbitration commenced pursuant to this Section12, Indemnitee shall be presumed to be entitled to indemnification or advance of Expenses, as the case may be, under this Agreement and the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be. Document Date: 3/23/2022 (b)In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (b)The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or 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, and shall inure to the benefit of Indemnitee and Indemnitees spouse, assigns, heirs, devisees, executors and administrators and other legal representatives. Browse. 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. Under New York law, a party seeking common law indemnity must establish:. The bedrock principle of contract damages is that "a party injured by a breach is entitled to recover damages that are the natural and probable consequence of the breach.". Governing Law:New York, Parties: CEDAR REALTY TRUST, INC. | CEDAR REALTY TRUST PARTNERSHIP, LP | KEYBANK NATIONAL ASSOCIATION 2021], the Appellate Division found that the indemnification provisions at issue (contained in a neighbor access . (c)If a determination shall have been made pursuant to Section10(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitees statement not materially misleading, in connection with the request for indemnification that was not disclosed in connection with the determination. Hold harmless agreement, no-fault agreement, release of liability, or waiver of liability are other terms for an indemnity agreement.200c (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. (c)The knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other 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 shall not be imputed to Indemnitee for purposes of determining any other right to indemnification under this Agreement. Breach Implied Covenant of Good Faith & Fair Dealing, Breach: 05. RealDealDocs contains millions of legal agreements and clauses drafted by top law firms and organized into easily searchable categories. Governing Law:New York, Parties: LAKESHORE ACQUISITION II CORP. | Lakeshore Acquisition II Corp (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. 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 (c)Notwithstanding the provisions of Section 13(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitees Corporate Status, (i)Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed, that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with those of other defendants in such Proceeding, (ii)Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed, that an actual or apparent conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (iii)if the Company fails to assume the defense of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitees choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the expense of the Company. 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. Document Date: 8/12/2022 Document Date: 7/14/2022 Indemnification means one party agrees to pay losses incurred by another to a third party. 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. The Mere Change Exemption and Controlling Interests (2000).pdf. Please refer to Underwriting Bulletin No. Document Date: 8/25/2022 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. If Indemnitee reasonably believes that a given situation may lead to or culminate in the institution of a Proceeding, such situation shall also be considered a Proceeding. ALTA Model Inter-Underwriter Indemnification Agreement (02/28/09) 05/04/2009. 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. Transfer Taxes On the Enforcement of Mezzanine Loans (2009).pdf. The agreement includes a statement that offers the protection, stating that the indemnifier 'holds harmless,' indemnifies,' or 'releases from liability' the indemnitee. It discusses key issues including statutory and common law barriers to enforcement, defining the scope of the indemnity, limiting liability, and alternatives to indemnification. employee(s) providing services under this Agreement and the amount of time expended upon such services. 01469 (3d Dep't Feb. 28, 2019) was alleged to have been included in a contractor-subcontractor agreement, the Third Department held that a question of fact existed as to whether the parties intended for the indemnification provision to apply retroactively. Document Date: 4/6/2022 Document Date: 3/14/2022 1. 'more effectively secures the end sought to be attained by the statute of limitations." For more legal news from the attorneys at HKD, read our legal blog. By way of further distinction, New York law - specifically NYS Gen. Oblig. In re Sept. 11 Litig., 751 F.3d 86, 94 (2d Cir. In the event that 250% of the annual premium paid by the Company for such existing directors and officers liability insurance is insufficient for such coverage, the Company shall spend up to that amount to purchase such lesser coverage as may be obtained with such amount. New York law allows parties to contractually agree to shorten the applicable period of limitations. Breach of Implied Warranty of Merchantability, Breach: 06. FREE consult. 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 . Governing Law:New York, Parties: SOUND POINT ACQUISITION CORP I, LTD Please fill out the Fillable PDF form below. To: The Board of Directors of New York Mortgage Trust, Inc. This Agreement may be executed by facsimile signatureelectronically or of ODFI. Conditions Precedent to Indemnification. $300,000 of market value exclusion until they. Document Date: 4/1/2022 NEW YORK | 212.871. . This Section13(b) shall not apply to a Proceeding brought by Indemnitee under Section 12 of this Agreement.

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