"direct claims") - unless the Governing Law:New York, Parties: WHEELER REAL ESTATE INVESTMENT TRUST, INC. | CEDAR REALTY TRUST PARTNERSHIP, LP | KEYBANK NATIONAL ASSOCIATION Governing Law:New York, Parties: MOBIV ACQUISITION CORP Define Xxxxx Indemnification Agreement. or to such other address as may have been furnished in writing to Indemnitee by the Company or to the Company by Indemnitee, as the case may be. New York Nassau Indemnification Agreement for Litigation Nassau New York Indemnification Agreement for Litigation The Forms Professionals Trust! (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. (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). Notwithstanding the foregoing, the term Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitees rights under this Agreement. the partnership and the other partners shall be indemnified and held harmless by each partner from and against any and all claims, demands, liabilities, costs, damages, expenses and causes of action of any nature whatsoever arising out of or incidental to any act performed by a partner which is not performed in good faith or is not reasonably In the "classic indemnification case," the one seeking indemnification "had committed no wrong, but by virtue of some relationship with the tort-feasor or obligation imposed by law, was nevertheless held liable to the injured party." D'Ambrosio v. City of New York, 55 N.Y.2d 454, 461 (1982). (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. the Company and Indemnitee, intending to be legally bound, do hereby covenant and agree as follows: 1. 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). 983, 986 (S.D.N.Y. 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 This indemnity is intended to be consistent with and in addition to the indemnity stated in Article 2, Subsection 2.12.3 of the . 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. The purchase, establishment and maintenance of any such insurance shall not in any way limit or affect the rights or obligations of the Company or Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights or obligations of the Company under any such insurance policies. Copyright 2022 RPCD Holdings LLC. Indemnitee may submit one or more such requests from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitees sole discretion. Law Firm: Reed Smith The surety is subrogated under the indemnity agreement: Lancaster County Bank's App. (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. 2 . 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 (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. The Company shall not oppose Indemnitees right to seek any such adjudication or award in arbitration. Title: Protection of neighboring property . COLORADO DMVA Facilities Use/Rental Agreement and Hold Harmless / Indemnification Statement 1. RealDealDocs contains millions of legal agreements and clauses drafted by top law firms and organized into easily searchable categories. Often, the agreement provides for a tax indemnification between the spouses with respect to any tax liability, and the husband/income-producing spouse is often required to indemnify and hold his wife harmless from any tax liability. (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. This resourceincludes drafting and negotiating tips. (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. Hold Harmless in the Construction Industry 10. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section12, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 8 of this Agreement until a final determination is made with respect to Indemnitees entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). NACHA Operating Rules. This resource includes drafting and negotiating tips. Businesses and individuals negotiating commercial contracts should understand indemnification agreements to better protect themselves from business risk and liability. Governing Law:New York, Parties: LAKESHORE ACQUISITION II CORP. | Lakeshore Acquisition II Corp 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.". (a) that the alleged indemnitor was actively at fault in bringing about the injury or damages at issue, and. 2014). Governing Law:New York, Parties: PROKIDNEY CORP. | Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC | ProKidney Corp GP Limited At the time of the incident, plaintiff was at work in the lobby of a building owned by his employer . 2021], the Appellate Division found that the indemnification provisions at issue (contained in a neighbor access . byPractical Law Commercial Transactions. In re Sept. 11 Litig., 751 F.3d 86, 94 (2d Cir. 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. Tax Aggregation Rules -Traps For The Unwary (2002).pdf. Governing Law:New York, Parties: RF ACQUISITION CORP. | RF Acquisition Corp Governing Law:New York, Parties: MOBIV ACQUISITION CORP (c) If any expenses or other amounts are paid by way of indemnification, otherwise than by court order or action by the shareholders, the corporation shall, not later than the next annual meeting of shareholders unless such meeting is held within three months The agreement includes a statement that offers the protection, stating that the indemnifier 'holds harmless,' indemnifies,' or 'releases from liability' the indemnitee. Document Date: 4/6/2022 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. In re Sept. 11 Litig., 751 F.3d 86, 94 (2d Cir. Thus, "where one is held liable solely on . indemnification expressly imposed by the court in approving the settlement. Involving New York Governing Law, ENVIRONMENTAL COMPLIANCE AND INDEMNITY AGREEMENT, Amendment No. Our attorneys are available to assist you with your contracts to ensure that the . (a)If to Indemnitee, to the address set forth on the signature page hereto. Under New York law, a party seeking common law indemnity must establish:. (a)The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. To: All New York State Office Counsel, Managers and Agents. 2. 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. The important take away is that indemnification language in a construction contract is only as good as its ability to be enforced. By way of further distinction, New York law - specifically NYS Gen. Oblig. Indeed, under New York law, "Such an agreement . means that certain Indemnification Agreement, dated as of June 14, 2002, between XO Management and Xxxx X. Xxxxx. Governing Law:New York, Parties: EMBRACE CHANGE ACQUISITION CORP. | Embrace Change Acquisition Corp The purpose of the Indemnification Agreement is to confirm that the payee is . Law Firm: Winston Strawn Itdiscusses key issues including statutory and common law barriers to enforcement, defining the scope of the indemnity, limiting liability, and alternatives to indemnification. Breach of Implied Warranty of Fitness for a Particular Purpose, Emotional Distress, Intentional Infliction, Invasion of Privacy Improper Use Name, Picture or Likeness, Tortious Interference: 1. Indemnification falls under the Statute of Frauds. Document Date: 7/19/2022 The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy. 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 Indemnitee shall further be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertakings in connection therewith. Document Date: 7/14/2022 Breach of Implied Warranty of Merchantability, Breach: 06. Co. v. Gulf Oil Corp., 609 N.Y.S.2d 244, 245-246 (1st Dep't 1994). Document Date: 3/4/2022 (c)Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification and/or advance of Expenses is sought by Indemnitee. ALTA Model Inter-Underwriter Indemnification Agreement (02/28/09) 05/04/2009. Spouses of members of the U.S. Armed Forces who had a service-connected death while serving honorably in active service may qualify. This Agreement may be executed by facsimile signatureelectronically or of ODFI. (a) that the alleged indemnitor was actively at fault in bringing about the injury or damages at issue, and 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. (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. 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. Governing Law:New York, Parties: CHENGHE ACQUISITION CO. | Chenghe Acquisition Co (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. The waiver of claim, or the belief you have required another waive claims, can easily be thwarted or overlooked if handled improperly. New York Indemnity Agreement FindLegalForms.com Sample Form File types included Microsoft Word Adobe PDF WordPerfect Rich Text Format Compatible with Windows Mac OS X Linux For Immediate Download $19.95 New York Add to Cart Free eSignature included with every order Attorney prepared $300,000 of market value exclusion until they. (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 FREE consult. By quickly reviewing Indemnification Agreements to find contracts with New York governing law, you can customize your agreements to meet New York requirements. Document Date: 6/8/2022 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. Law Firm: Davis Polk;Akin Gump;Mintz Levin Indemnification means one party agrees to pay losses incurred by another to a third party. Law Firm: Weil Gotshal (b)Without in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee which would otherwise be indemnifiable hereunder arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and Expenses incurred (or reasonably expected to be incurred) by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in Section 15(a) above. 49 [II.24] 4. RDFI with ODFI's request . (e)Interest shall be paid by the Company to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings Article of the Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the period (i) commencing with either the tenth day after the date on which the Company was requested to advance Expenses in accordance with Sections 8 or 9 of this Agreement or the 60. Document Date: 3/31/2022 I hereby affirm my good faith belief that at all times, insofar as I was involved as. Atlanta Austin Boston Chicago Dallas Denver Fort Lauderdale Houston Las Vegas Los Angeles Memphis Miami New York Oklahoma City Orlando Philadelphia Phoenix Richmond Salt Lake City San Antonio . New York's General Obligations Law 5-322.1 prohibits enforcement of an indemnification agreement for damage arising "out of bodily injuries to persons or damage to property contributed to, caused by, or resulting from the negligence of the promisee, his agents or employees, or indemnitee, whether such negligence be in whole or in part." Governing Law:New York, Parties: CATCHA INVESTMENT CORP Provided below are links to Indemnification Agreements with New York governing law clauses. Governing Law:New York, Parties: JATT ACQUISITION CORP | Zura Bio Limited . (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. Document Date: 3/23/2022 Form of Indemnification Agreement Contract Categories: Business Operations - Indemnification Agreements EX-10.1 3 nymt-xformofdoindemnif.htm EXHIBIT 10.1 Exhibit Law Firm: White Case Fern Epstein Principal Horizon Land Services, LLC 15 West 44th Street New York, New York 10036 Ph: 212-921-4141 Fax: 212-921-4848
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