indemnification agreement new yorkindemnification agreement new york
The Lien Law Trust - Lenders Beware (2007).pdf. You are here: Agreements > Indemnification Agreement > States > New York. Document Date: 8/9/2022 Frequently, indemnification claims arise from express indemnification agreements, but the right to seek indemnification can also be implied at law despite the absence of an agreement.. example: the indemnification provision provides "party a agrees to indemnify and hold harmless party b from and against any and all claims, actions, causes of action, liabilities, losses, costs (including reasonable attorneys' fees), or damages claimed or arising directly from any breach by party a of the agreement, provided that party a shall To: All New York State Office Counsel, Managers and Agents. (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. Involving New York Governing Law, ENVIRONMENTAL COMPLIANCE AND INDEMNITY AGREEMENT, Amendment No. An indemnity clause is standard in the majority of insurance agreements. (d)Effective Date means the date set forth in the first paragraph of this Agreement. 1994) ). (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. For more legal news from the attorneys at HKD, read our legal blog. New York, N.Y. New York Real Estate Journal - 17 Accord Park Drive #207, Norwell MA 02061 - (781) 878-4540. Indemnification means one party agrees to pay losses incurred by another to a third party. Confidentiality, as the builder usually will not want other neighbors to know the terms agreed . Document Date: 4/6/2022 Document Date: 7/27/2022 (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. NEW YORK | 212.871. . Document Date: 3/23/2022 If the Parties Want a New York Court to Determine Disputes Concerning Their Contract, Do They Need to Do More Than Select a New York Court in Their Forum-Selection A Practice Note discussing indemnification and defense provisions in commercial contracts under New York law. (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 Surviving spouses receiving Dependency and Indemnity Compensation are also eligible. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy. The agreement includes a statement that offers the protection, stating that the indemnifier 'holds harmless,' indemnifies,' or 'releases from liability' the indemnitee. At the time of the incident, plaintiff was at work in the lobby of a building owned by his employer . Law Firm: Graubard Miller means (i) for the period from the date hereof until (and including) the three (3) month anniversary of the initial Closing Date, (a) the aggregate Base Purchase Price for the Assigned CDO Agreements plus the amount of the Service Fees minus (a) the excess, if any, of (1) the Collateral Management Fees (other than Retained Management Fees) collected by ATP . Governing Law:New York, Parties: SEZZLE INC. | Bastion Consumer Funding II LLC | Goldman Sachs Bank | Sezzle Funding SPE II, LLC | Sezzle Inc Document Date: 6/8/2022 . That's one of the common law rights of a Surety. Find New York Indemnification Agreement lawyers in New York to hire. Governing Law:New York, Parties: ITHAX ACQUISITION CORP. | ITHAX Acquisition Corp | Ogier Global (Cayman) Limited The surety is subrogated under the indemnity agreement: Lancaster County Bank's App. The subcontractor's project manager was injured . Please fill out the Fillable PDF form below. . The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise with respect to Indemnitee which (i)includes an admission of fault of Indemnitee, (ii)does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee, or (iii)would impose any Expense, judgment, fine, penalty or limitation on Indemnitee. Law Firm: Wilmer Cutler Law Firm: Davis Polk;Akin Gump;Mintz Levin Builder's agreement to repair all damages, plus appropriate insurance and indemnification; and 5. 2 to Limited Guaranty and Indemnity Agreement. Document Date: 7/14/2022 2. Document Date: 4/20/2022 49 [II.24] 4. . [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 (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:New York, Parties: CATCHA INVESTMENT 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. The undersigned Building Manager, as an authorized representative for the _____ Armory/Readiness Center hereby agrees to rent certain portions of the following location: a. Location/Facility Name: _____. Services to the Company. 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. Governing Law:New York, Parties: WHEELER REAL ESTATE INVESTMENT TRUST, INC. | CEDAR REALTY TRUST PARTNERSHIP, LP | KEYBANK NATIONAL ASSOCIATION (a) that the alleged indemnitor was actively at fault in bringing about the injury or damages at issue, and 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. (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. Governing Law:New York, Parties: MOBIV ACQUISITION CORP . Law Firm: Latham Watkins Law Firm: Davis Polk An indemnification agreement may serve several purposes. ALTA Model Inter-Underwriter Indemnification Agreement (02/28/09) 05/04/2009. In re Sept. 11 Litig., 751 F.3d 86, 94 (2d Cir. Document Date: 7/19/2022 (a)Indemnitee shall notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, request or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder and shall include with such notice a description of the nature of the Proceeding and a summary of the facts underlying the Proceeding. I hereby affirm my good faith belief that at all times, insofar as I was involved as. The New York Litigation Guide is an invaluable online tool for litigation and transactional attorneys. This Agreement shall be governed by and construed in accordance with New York law. The waiver of claim, or the belief you have required another waive claims, can easily be thwarted or overlooked if handled improperly. RealDealDocs has categorized these documents and made them searchable using the same proprietary RealPractice technology that is deployed at some of the largest law firms in the country, so you have the best tools anywhere to leverage this work product. Document Date: 3/14/2022 Indemnity Agreement for use in New York. New York Indemnification Agreement for Litigation US Legal Forms is the biggest catalogue of online templates offering a fast and easy way to search, download, and fill out state-specific document templates. Date: August 07, 2003. 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)indemnification hereunder if the Proceeding was one by or in the right of the Company and Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable to the Company; (b)indemnification hereunder if Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable on the basis that personal benefit in money, property or services was improperly received in any Proceeding charging improper personal benefit to Indemnitee, whether or not involving action in Indemnitees Corporate Status; or. Enter to open, tab to navigate, enter to select, Practical Law Standard Clauses w-000-0702, https://content.next.westlaw.com/practical-law/document/Ic2081277a0a611e38578f7ccc38dcbee/General-Contract-Clauses-Indemnification-NY?viewType=FullText&transitionType=Default&contextData=(sc.Default), General Contract Clauses: Indemnification (NY). Bronx New York Form Indemnification Agreement by Holiday RV Superstores. 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 Contractor shall maintain the records required under this paragraph as set forth in Appendix A to this Agreement . 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. 2014) When a surety bond is issued, common law allows the surety to be reimbursed if the principal defaults on his contractual obligations. A Practice Note discussing indemnification and defense provisions in commercial contracts under New York law. Indemnification falls under the Statute of Frauds. $300,000 of market value exclusion until they. Document Date: 6/1/2022 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. 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 . All Rights Reserved. Category: Contracts - Indemnification - Litigation State: Multi-State County: Nassau Control #: US-60786 Instant Download Buy now Available formats: Word | Rich Text Free Preview Description IV. COLORADO DMVA Facilities Use/Rental Agreement and Hold Harmless / Indemnification Statement 1. 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. 2021], the Appellate Division found that the indemnification provisions at issue (contained in a neighbor access . 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). 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. 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The Lien Law Trust - Lenders Beware (2007).pdf. You are here: Agreements > Indemnification Agreement > States > New York. Document Date: 8/9/2022 Frequently, indemnification claims arise from express indemnification agreements, but the right to seek indemnification can also be implied at law despite the absence of an agreement.. example: the indemnification provision provides "party a agrees to indemnify and hold harmless party b from and against any and all claims, actions, causes of action, liabilities, losses, costs (including reasonable attorneys' fees), or damages claimed or arising directly from any breach by party a of the agreement, provided that party a shall To: All New York State Office Counsel, Managers and Agents. (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. Involving New York Governing Law, ENVIRONMENTAL COMPLIANCE AND INDEMNITY AGREEMENT, Amendment No. An indemnity clause is standard in the majority of insurance agreements. (d)Effective Date means the date set forth in the first paragraph of this Agreement. 1994) ). (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. For more legal news from the attorneys at HKD, read our legal blog. New York, N.Y. New York Real Estate Journal - 17 Accord Park Drive #207, Norwell MA 02061 - (781) 878-4540. Indemnification means one party agrees to pay losses incurred by another to a third party. Confidentiality, as the builder usually will not want other neighbors to know the terms agreed . Document Date: 4/6/2022 Document Date: 7/27/2022 (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. NEW YORK | 212.871. . Document Date: 3/23/2022 If the Parties Want a New York Court to Determine Disputes Concerning Their Contract, Do They Need to Do More Than Select a New York Court in Their Forum-Selection A Practice Note discussing indemnification and defense provisions in commercial contracts under New York law. (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 Surviving spouses receiving Dependency and Indemnity Compensation are also eligible. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy. The agreement includes a statement that offers the protection, stating that the indemnifier 'holds harmless,' indemnifies,' or 'releases from liability' the indemnitee. At the time of the incident, plaintiff was at work in the lobby of a building owned by his employer . Law Firm: Graubard Miller means (i) for the period from the date hereof until (and including) the three (3) month anniversary of the initial Closing Date, (a) the aggregate Base Purchase Price for the Assigned CDO Agreements plus the amount of the Service Fees minus (a) the excess, if any, of (1) the Collateral Management Fees (other than Retained Management Fees) collected by ATP . Governing Law:New York, Parties: SEZZLE INC. | Bastion Consumer Funding II LLC | Goldman Sachs Bank | Sezzle Funding SPE II, LLC | Sezzle Inc Document Date: 6/8/2022 . That's one of the common law rights of a Surety. Find New York Indemnification Agreement lawyers in New York to hire. Governing Law:New York, Parties: ITHAX ACQUISITION CORP. | ITHAX Acquisition Corp | Ogier Global (Cayman) Limited The surety is subrogated under the indemnity agreement: Lancaster County Bank's App. The subcontractor's project manager was injured . Please fill out the Fillable PDF form below. . The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise with respect to Indemnitee which (i)includes an admission of fault of Indemnitee, (ii)does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee, or (iii)would impose any Expense, judgment, fine, penalty or limitation on Indemnitee. Law Firm: Wilmer Cutler Law Firm: Davis Polk;Akin Gump;Mintz Levin Builder's agreement to repair all damages, plus appropriate insurance and indemnification; and 5. 2 to Limited Guaranty and Indemnity Agreement. Document Date: 7/14/2022 2. Document Date: 4/20/2022 49 [II.24] 4. . [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 (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:New York, Parties: CATCHA INVESTMENT 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. The undersigned Building Manager, as an authorized representative for the _____ Armory/Readiness Center hereby agrees to rent certain portions of the following location: a. Location/Facility Name: _____. Services to the Company. 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. Governing Law:New York, Parties: WHEELER REAL ESTATE INVESTMENT TRUST, INC. | CEDAR REALTY TRUST PARTNERSHIP, LP | KEYBANK NATIONAL ASSOCIATION (a) that the alleged indemnitor was actively at fault in bringing about the injury or damages at issue, and 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. (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. Governing Law:New York, Parties: MOBIV ACQUISITION CORP . Law Firm: Latham Watkins Law Firm: Davis Polk An indemnification agreement may serve several purposes. ALTA Model Inter-Underwriter Indemnification Agreement (02/28/09) 05/04/2009. In re Sept. 11 Litig., 751 F.3d 86, 94 (2d Cir. Document Date: 7/19/2022 (a)Indemnitee shall notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, request or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder and shall include with such notice a description of the nature of the Proceeding and a summary of the facts underlying the Proceeding. I hereby affirm my good faith belief that at all times, insofar as I was involved as. The New York Litigation Guide is an invaluable online tool for litigation and transactional attorneys. This Agreement shall be governed by and construed in accordance with New York law. The waiver of claim, or the belief you have required another waive claims, can easily be thwarted or overlooked if handled improperly. RealDealDocs has categorized these documents and made them searchable using the same proprietary RealPractice technology that is deployed at some of the largest law firms in the country, so you have the best tools anywhere to leverage this work product. Document Date: 3/14/2022 Indemnity Agreement for use in New York. New York Indemnification Agreement for Litigation US Legal Forms is the biggest catalogue of online templates offering a fast and easy way to search, download, and fill out state-specific document templates. Date: August 07, 2003. 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)indemnification hereunder if the Proceeding was one by or in the right of the Company and Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable to the Company; (b)indemnification hereunder if Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable on the basis that personal benefit in money, property or services was improperly received in any Proceeding charging improper personal benefit to Indemnitee, whether or not involving action in Indemnitees Corporate Status; or. Enter to open, tab to navigate, enter to select, Practical Law Standard Clauses w-000-0702, https://content.next.westlaw.com/practical-law/document/Ic2081277a0a611e38578f7ccc38dcbee/General-Contract-Clauses-Indemnification-NY?viewType=FullText&transitionType=Default&contextData=(sc.Default), General Contract Clauses: Indemnification (NY). Bronx New York Form Indemnification Agreement by Holiday RV Superstores. 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 Contractor shall maintain the records required under this paragraph as set forth in Appendix A to this Agreement . 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. 2014) When a surety bond is issued, common law allows the surety to be reimbursed if the principal defaults on his contractual obligations. A Practice Note discussing indemnification and defense provisions in commercial contracts under New York law. Indemnification falls under the Statute of Frauds. $300,000 of market value exclusion until they. Document Date: 6/1/2022 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. 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 . All Rights Reserved. Category: Contracts - Indemnification - Litigation State: Multi-State County: Nassau Control #: US-60786 Instant Download Buy now Available formats: Word | Rich Text Free Preview Description IV. COLORADO DMVA Facilities Use/Rental Agreement and Hold Harmless / Indemnification Statement 1. 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. 2021], the Appellate Division found that the indemnification provisions at issue (contained in a neighbor access . 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). 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. 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The Lien Law Trust - Lenders Beware (2007).pdf. You are here: Agreements > Indemnification Agreement > States > New York. Document Date: 8/9/2022 Frequently, indemnification claims arise from express indemnification agreements, but the right to seek indemnification can also be implied at law despite the absence of an agreement.. example: the indemnification provision provides "party a agrees to indemnify and hold harmless party b from and against any and all claims, actions, causes of action, liabilities, losses, costs (including reasonable attorneys' fees), or damages claimed or arising directly from any breach by party a of the agreement, provided that party a shall To: All New York State Office Counsel, Managers and Agents. (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. Involving New York Governing Law, ENVIRONMENTAL COMPLIANCE AND INDEMNITY AGREEMENT, Amendment No. An indemnity clause is standard in the majority of insurance agreements. (d)Effective Date means the date set forth in the first paragraph of this Agreement. 1994) ). (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. For more legal news from the attorneys at HKD, read our legal blog. New York, N.Y. New York Real Estate Journal - 17 Accord Park Drive #207, Norwell MA 02061 - (781) 878-4540. Indemnification means one party agrees to pay losses incurred by another to a third party. Confidentiality, as the builder usually will not want other neighbors to know the terms agreed . Document Date: 4/6/2022 Document Date: 7/27/2022 (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. NEW YORK | 212.871. . Document Date: 3/23/2022 If the Parties Want a New York Court to Determine Disputes Concerning Their Contract, Do They Need to Do More Than Select a New York Court in Their Forum-Selection A Practice Note discussing indemnification and defense provisions in commercial contracts under New York law. (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 Surviving spouses receiving Dependency and Indemnity Compensation are also eligible. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy. The agreement includes a statement that offers the protection, stating that the indemnifier 'holds harmless,' indemnifies,' or 'releases from liability' the indemnitee. At the time of the incident, plaintiff was at work in the lobby of a building owned by his employer . Law Firm: Graubard Miller means (i) for the period from the date hereof until (and including) the three (3) month anniversary of the initial Closing Date, (a) the aggregate Base Purchase Price for the Assigned CDO Agreements plus the amount of the Service Fees minus (a) the excess, if any, of (1) the Collateral Management Fees (other than Retained Management Fees) collected by ATP . Governing Law:New York, Parties: SEZZLE INC. | Bastion Consumer Funding II LLC | Goldman Sachs Bank | Sezzle Funding SPE II, LLC | Sezzle Inc Document Date: 6/8/2022 . That's one of the common law rights of a Surety. Find New York Indemnification Agreement lawyers in New York to hire. Governing Law:New York, Parties: ITHAX ACQUISITION CORP. | ITHAX Acquisition Corp | Ogier Global (Cayman) Limited The surety is subrogated under the indemnity agreement: Lancaster County Bank's App. The subcontractor's project manager was injured . Please fill out the Fillable PDF form below. . The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise with respect to Indemnitee which (i)includes an admission of fault of Indemnitee, (ii)does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee, or (iii)would impose any Expense, judgment, fine, penalty or limitation on Indemnitee. Law Firm: Wilmer Cutler Law Firm: Davis Polk;Akin Gump;Mintz Levin Builder's agreement to repair all damages, plus appropriate insurance and indemnification; and 5. 2 to Limited Guaranty and Indemnity Agreement. Document Date: 7/14/2022 2. Document Date: 4/20/2022 49 [II.24] 4. . [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 (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:New York, Parties: CATCHA INVESTMENT 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. The undersigned Building Manager, as an authorized representative for the _____ Armory/Readiness Center hereby agrees to rent certain portions of the following location: a. Location/Facility Name: _____. Services to the Company. 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. Governing Law:New York, Parties: WHEELER REAL ESTATE INVESTMENT TRUST, INC. | CEDAR REALTY TRUST PARTNERSHIP, LP | KEYBANK NATIONAL ASSOCIATION (a) that the alleged indemnitor was actively at fault in bringing about the injury or damages at issue, and 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. (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. Governing Law:New York, Parties: MOBIV ACQUISITION CORP . Law Firm: Latham Watkins Law Firm: Davis Polk An indemnification agreement may serve several purposes. ALTA Model Inter-Underwriter Indemnification Agreement (02/28/09) 05/04/2009. In re Sept. 11 Litig., 751 F.3d 86, 94 (2d Cir. Document Date: 7/19/2022 (a)Indemnitee shall notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, request or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder and shall include with such notice a description of the nature of the Proceeding and a summary of the facts underlying the Proceeding. I hereby affirm my good faith belief that at all times, insofar as I was involved as. The New York Litigation Guide is an invaluable online tool for litigation and transactional attorneys. This Agreement shall be governed by and construed in accordance with New York law. The waiver of claim, or the belief you have required another waive claims, can easily be thwarted or overlooked if handled improperly. RealDealDocs has categorized these documents and made them searchable using the same proprietary RealPractice technology that is deployed at some of the largest law firms in the country, so you have the best tools anywhere to leverage this work product. Document Date: 3/14/2022 Indemnity Agreement for use in New York. New York Indemnification Agreement for Litigation US Legal Forms is the biggest catalogue of online templates offering a fast and easy way to search, download, and fill out state-specific document templates. Date: August 07, 2003. 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)indemnification hereunder if the Proceeding was one by or in the right of the Company and Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable to the Company; (b)indemnification hereunder if Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable on the basis that personal benefit in money, property or services was improperly received in any Proceeding charging improper personal benefit to Indemnitee, whether or not involving action in Indemnitees Corporate Status; or. Enter to open, tab to navigate, enter to select, Practical Law Standard Clauses w-000-0702, https://content.next.westlaw.com/practical-law/document/Ic2081277a0a611e38578f7ccc38dcbee/General-Contract-Clauses-Indemnification-NY?viewType=FullText&transitionType=Default&contextData=(sc.Default), General Contract Clauses: Indemnification (NY). Bronx New York Form Indemnification Agreement by Holiday RV Superstores. 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 Contractor shall maintain the records required under this paragraph as set forth in Appendix A to this Agreement . 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. 2014) When a surety bond is issued, common law allows the surety to be reimbursed if the principal defaults on his contractual obligations. A Practice Note discussing indemnification and defense provisions in commercial contracts under New York law. Indemnification falls under the Statute of Frauds. $300,000 of market value exclusion until they. Document Date: 6/1/2022 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. 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 . All Rights Reserved. Category: Contracts - Indemnification - Litigation State: Multi-State County: Nassau Control #: US-60786 Instant Download Buy now Available formats: Word | Rich Text Free Preview Description IV. COLORADO DMVA Facilities Use/Rental Agreement and Hold Harmless / Indemnification Statement 1. 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. 2021], the Appellate Division found that the indemnification provisions at issue (contained in a neighbor access . 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). 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. 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The Lien Law Trust - Lenders Beware (2007).pdf. You are here: Agreements > Indemnification Agreement > States > New York. Document Date: 8/9/2022 Frequently, indemnification claims arise from express indemnification agreements, but the right to seek indemnification can also be implied at law despite the absence of an agreement.. example: the indemnification provision provides "party a agrees to indemnify and hold harmless party b from and against any and all claims, actions, causes of action, liabilities, losses, costs (including reasonable attorneys' fees), or damages claimed or arising directly from any breach by party a of the agreement, provided that party a shall To: All New York State Office Counsel, Managers and Agents. (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. Involving New York Governing Law, ENVIRONMENTAL COMPLIANCE AND INDEMNITY AGREEMENT, Amendment No. An indemnity clause is standard in the majority of insurance agreements. (d)Effective Date means the date set forth in the first paragraph of this Agreement. 1994) ). (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. For more legal news from the attorneys at HKD, read our legal blog. New York, N.Y. New York Real Estate Journal - 17 Accord Park Drive #207, Norwell MA 02061 - (781) 878-4540. Indemnification means one party agrees to pay losses incurred by another to a third party. Confidentiality, as the builder usually will not want other neighbors to know the terms agreed . Document Date: 4/6/2022 Document Date: 7/27/2022 (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. NEW YORK | 212.871. . Document Date: 3/23/2022 If the Parties Want a New York Court to Determine Disputes Concerning Their Contract, Do They Need to Do More Than Select a New York Court in Their Forum-Selection A Practice Note discussing indemnification and defense provisions in commercial contracts under New York law. (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 Surviving spouses receiving Dependency and Indemnity Compensation are also eligible. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy. The agreement includes a statement that offers the protection, stating that the indemnifier 'holds harmless,' indemnifies,' or 'releases from liability' the indemnitee. At the time of the incident, plaintiff was at work in the lobby of a building owned by his employer . Law Firm: Graubard Miller means (i) for the period from the date hereof until (and including) the three (3) month anniversary of the initial Closing Date, (a) the aggregate Base Purchase Price for the Assigned CDO Agreements plus the amount of the Service Fees minus (a) the excess, if any, of (1) the Collateral Management Fees (other than Retained Management Fees) collected by ATP . Governing Law:New York, Parties: SEZZLE INC. | Bastion Consumer Funding II LLC | Goldman Sachs Bank | Sezzle Funding SPE II, LLC | Sezzle Inc Document Date: 6/8/2022 . That's one of the common law rights of a Surety. Find New York Indemnification Agreement lawyers in New York to hire. Governing Law:New York, Parties: ITHAX ACQUISITION CORP. | ITHAX Acquisition Corp | Ogier Global (Cayman) Limited The surety is subrogated under the indemnity agreement: Lancaster County Bank's App. The subcontractor's project manager was injured . Please fill out the Fillable PDF form below. . The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise with respect to Indemnitee which (i)includes an admission of fault of Indemnitee, (ii)does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee, or (iii)would impose any Expense, judgment, fine, penalty or limitation on Indemnitee. Law Firm: Wilmer Cutler Law Firm: Davis Polk;Akin Gump;Mintz Levin Builder's agreement to repair all damages, plus appropriate insurance and indemnification; and 5. 2 to Limited Guaranty and Indemnity Agreement. Document Date: 7/14/2022 2. Document Date: 4/20/2022 49 [II.24] 4. . [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 (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:New York, Parties: CATCHA INVESTMENT 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. The undersigned Building Manager, as an authorized representative for the _____ Armory/Readiness Center hereby agrees to rent certain portions of the following location: a. Location/Facility Name: _____. Services to the Company. 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. Governing Law:New York, Parties: WHEELER REAL ESTATE INVESTMENT TRUST, INC. | CEDAR REALTY TRUST PARTNERSHIP, LP | KEYBANK NATIONAL ASSOCIATION (a) that the alleged indemnitor was actively at fault in bringing about the injury or damages at issue, and 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. (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. Governing Law:New York, Parties: MOBIV ACQUISITION CORP . Law Firm: Latham Watkins Law Firm: Davis Polk An indemnification agreement may serve several purposes. ALTA Model Inter-Underwriter Indemnification Agreement (02/28/09) 05/04/2009. In re Sept. 11 Litig., 751 F.3d 86, 94 (2d Cir. Document Date: 7/19/2022 (a)Indemnitee shall notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, request or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder and shall include with such notice a description of the nature of the Proceeding and a summary of the facts underlying the Proceeding. I hereby affirm my good faith belief that at all times, insofar as I was involved as. The New York Litigation Guide is an invaluable online tool for litigation and transactional attorneys. This Agreement shall be governed by and construed in accordance with New York law. The waiver of claim, or the belief you have required another waive claims, can easily be thwarted or overlooked if handled improperly. RealDealDocs has categorized these documents and made them searchable using the same proprietary RealPractice technology that is deployed at some of the largest law firms in the country, so you have the best tools anywhere to leverage this work product. Document Date: 3/14/2022 Indemnity Agreement for use in New York. New York Indemnification Agreement for Litigation US Legal Forms is the biggest catalogue of online templates offering a fast and easy way to search, download, and fill out state-specific document templates. Date: August 07, 2003. 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)indemnification hereunder if the Proceeding was one by or in the right of the Company and Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable to the Company; (b)indemnification hereunder if Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable on the basis that personal benefit in money, property or services was improperly received in any Proceeding charging improper personal benefit to Indemnitee, whether or not involving action in Indemnitees Corporate Status; or. Enter to open, tab to navigate, enter to select, Practical Law Standard Clauses w-000-0702, https://content.next.westlaw.com/practical-law/document/Ic2081277a0a611e38578f7ccc38dcbee/General-Contract-Clauses-Indemnification-NY?viewType=FullText&transitionType=Default&contextData=(sc.Default), General Contract Clauses: Indemnification (NY). Bronx New York Form Indemnification Agreement by Holiday RV Superstores. 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 Contractor shall maintain the records required under this paragraph as set forth in Appendix A to this Agreement . 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. 2014) When a surety bond is issued, common law allows the surety to be reimbursed if the principal defaults on his contractual obligations. A Practice Note discussing indemnification and defense provisions in commercial contracts under New York law. Indemnification falls under the Statute of Frauds. $300,000 of market value exclusion until they. Document Date: 6/1/2022 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. 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 . All Rights Reserved. Category: Contracts - Indemnification - Litigation State: Multi-State County: Nassau Control #: US-60786 Instant Download Buy now Available formats: Word | Rich Text Free Preview Description IV. COLORADO DMVA Facilities Use/Rental Agreement and Hold Harmless / Indemnification Statement 1. 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. 2021], the Appellate Division found that the indemnification provisions at issue (contained in a neighbor access . 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). 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. 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