For example, if you were a business owner selling Widget XYZ as an original design to a retailer, and your contract with the retailer contains an indemnity clause, you, rather than the retailer, would be responsible to pay the retailer's legal costs and . THIS INDEMNIFICATION AGREEMENT (Agreement) is made and entered into as of the _____ day of _________, 20__, by and between New York Mortgage Trust, Inc., a Maryland corporation (the Company), and ________________________ (Indemnitee). (b)In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. Governing Law:New York, Parties: ANTHEMIS DIGITAL ACQUISITIONS I CORP It discusses key issues including statutory and common law barriers to enforcement, defining the scope of the indemnity, limiting liability, and alternatives to indemnification. 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. Buffalo, New York 14202 (716) 849-8900 (716) 855-0874 [fax] jae@hurwitzfine.com . 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 important take away is that indemnification language in a construction contract is only as good as its ability to be enforced. Involving New York Governing Law, ENVIRONMENTAL COMPLIANCE AND INDEMNITY AGREEMENT, Amendment No. 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. Document Date: 6/1/2022 This Section13(b) shall not apply to a Proceeding brought by Indemnitee under Section 12 of this Agreement. COLORADO DMVA Facilities Use/Rental Agreement and Hold Harmless / Indemnification Statement 1. Governing Law:New York, Parties: RF ACQUISITION CORP. | RF Acquisition Corp No cost to post a project to get multiple bids in hours to compare before hiring. A Practice Note discussing indemnification and defense provisions in commercial contracts under New York law. Click Here To See A Sample Chapter From The Guide, Copyright 2022 The New York Litigation Guide, 1997 to 2021 - Litigation Guide Publishing, LLC |, * New York CPLR 3018(b) and Other Standard Defenses, Breach: 02. byPractical Law Commercial Transactions. An indemnity agreement is a contract that protect one party of a transaction from the risks or liabilities created by the other party of the transaction. 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 Under New York law, a person is entitled to implied indemnity when that person, in whole or in part, has discharged an owed duty, but which is between that party and another, should have been discharged by the other ( Gen. Conference of Seventh-Day Adventists v. AON Reinsurance Agency, Inc., 860 F. Supp. 2 to Limited Guaranty and Indemnity Agreement. (a)If to Indemnitee, to the address set forth on the signature page hereto. [1] The two basic categories of damages are general (sometimes referred to as market) damages and consequential (sometimes referred to as special) damages. The purpose of the Indemnification Agreement is to confirm that the payee is . 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.. Document Date: 3/31/2022 (c)If a determination shall have been made pursuant to Section10(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitees statement not materially misleading, in connection with the request for indemnification that was not disclosed in connection with the determination. . 01469 (3d Dep't Feb. 28, 2019) was alleged to have been included in a contractor-subcontractor agreement, the Third Department held that a question of fact existed as to whether the parties intended for the indemnification provision to apply retroactively. You are here: Agreements > Indemnification Agreement > States > New York. Kelly A. McGee, a partner and trial attorney in the Goldberg Segalla's New York City office, focuses her practice on defending clients in high . To: All New York State Office Counsel, Managers and Agents. Document Date: 8/12/2022 (b)The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, upon a plea of. Under New York law, a party seeking common law indemnity must establish:. (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. The officer of the Company receiving any such request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. Provided below are links to Indemnification Agreement s with New York governing law clauses. 2014). indemnify and hold harmless [landowner] from and against all claims, demands, suits, costs, expenses, liabilities, fines, penalties, losses, damages and injury to person, property or otherwise, including, without limitation, direct, indirect and consequential damages, court costs and reasonable attorney's fees, arising from or in any respect indemnification expressly imposed by the court in approving the settlement. 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. Bronx New York Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above. The Lien Law Trust - Lenders Beware (2007).pdf. An indemnity clause is standard in the majority of insurance agreements. for new york limited liability companies like the trump organization, section 420 of the limited liability company law (the "llc law") governs advancement and indemnification of legal fees, providing that the operating agreement "may" - but is not required - to provide its principals, agents, or any "other person" advancement or indemnification Spouses of members of the U.S. Armed Forces who had a service-connected death while serving honorably in active service may qualify. (212) 490-5700. If Indemnitee reasonably believes that a given situation may lead to or culminate in the institution of a Proceeding, such situation shall also be considered a Proceeding. (B) $1,000,000.00. Law Firm: Reed Smith (b) that the alleged indemnitee is vicariously liable therefor. Governing Law:New York, Parties: EMERGING MARKETS HORIZON CORP. | Emerging Markets Horizon Corp Terms used herein and not otherwise defined shall have the meanings specified in the Indemnification Agreement. 2. Document Date: 3/31/2022 All Rights Reserved. The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. (d)In the event that Indemnitee is successful in seeking, pursuant to this Section 12, a judicial adjudication of or an award in arbitration to enforce Indemnitees rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company for, any and all Expenses actually and reasonably incurred by Indemnitee in such judicial adjudication or arbitration. Law Firm: Latham Watkins 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. (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. (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 V 1. In consideration of the advance by the Company for Expenses incurred by me in connection with the Proceeding (the Advanced Expenses), I hereby agree that if, in connection with the Proceeding, it is established that (1)an act or omission by me was material to the matter giving rise to the Proceeding and (a)was committed in bad faith or (b)was the result of active and deliberate dishonesty or (2)I actually received an improper personal benefit in money, property or services or (3)in the case of any criminal proceeding, I had reasonable cause to believe that the act or omission was unlawful, then I shall promptly reimburse the portion of the Advanced Expenses relating to the claims, issues or matters in the Proceeding as to which the foregoing findings have been established. means that certain Indemnification Agreement, dated as of June 14, 2002, between XO Management and Xxxx X. Xxxxx. The proposal states that Board anticipates that, if these Indemnification Agreements are ratified and approved, corporation may enter into similar Indemnification Agreements with new directors and non-director officers at same levels without seeking stockholder approval or ratification and that stockholder who votes in favor of ratification and . Breach Implied Covenant of Good Faith & Fair Dealing, Breach: 05. Saranac Lake, 2019 N.Y. Slip. Governing Law:New York, Parties: PATRIA LATIN AMERICAN OPPORTUNITY ACQUISITION CORP. | PATRIA LATIN AMERICAN OPPORTUNITY ACQUISITION CORP | Patria Latin American Opportunity Corp 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). Governing Law:New York, Parties: ITHAX ACQUISITION CORP. | ITHAX Acquisition Corp | Ogier Global (Cayman) Limited Law Firm: Winston Strawn (See CPLR 201; Kassner & Co., Inc. v. City of New York, 46 NY2d 544, 551 [1979]. For more legal news from the attorneys at HKD, read our legal blog. (a) Indemnification to the Fullest Extent Permitted by Law . Subscribers To The New York Litigation Guide Can See: Subscribe to The New York Litigation Guide To Access Everything! (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 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. Governing Law:New York. Please refer to Underwriting Bulletin No. A Standard Clause providing for unilateral or mutual indemnification and defense in a sale of goods or services transaction governed by New York law. 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). Document Date: 4/1/2022 Law Firm: Gibson Dunn Agreement Has any Connection With New York? This resourceincludes drafting and negotiating tips. 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. WHEREAS, at the request of the Company, Indemnitee currently serves as, WHEREAS, as an inducement to Indemnitee to serve or continue to serve in such capacity, the Company has agreed to indemnify Indemnitee and to advance expenses and costs incurred by Indemnitee in connection with any such claims, suits or proceedings, to the maximum extent permitted by law; and. Governing Law:New York, Parties: EMBRACE CHANGE ACQUISITION CORP. | Embrace Change Acquisition Corp Co. v. Gulf Oil Corp., 609 N.Y.S.2d 244, 245-246 (1st Dep't 1994). Law Firm: Weil Gotshal 1994) ). Document Date: 3/25/2022 Document Date: 8/22/2022 employee(s) providing services under this Agreement and the amount of time expended upon such services. This would enable you to facilitate the closing process and give your client a greater sense of "hands-on" service by you. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitees entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless therefrom. . There, New York's highest court . Services to the Company. The Company shall not oppose Indemnitees right to seek any such adjudication or award in arbitration. Document Date: 7/15/2022 Hold harmless agreement, no-fault agreement, release of liability, or waiver of liability are other terms for an indemnity agreement.200c 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 . (c)The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform the Companys obligations pursuant to this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Confidentiality, as the builder usually will not want other neighbors to know the terms agreed . RDFI with ODFI's request . INDEMNIFICATION The Contractor agrees to indemnify and hold harmless the State of New York and. Document Date: 3/14/2022 Document Date: 8/9/2022 Law Firm: Graubard Miller Surviving spouses receiving Dependency and Indemnity Compensation are also eligible. (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. Transfer Taxes On the Enforcement of Mezzanine Loans (2009).pdf. Governing Law:New York, Parties: LAKESHORE ACQUISITION II CORP. | Lakeshore Acquisition II Corp (g)Proceeding means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, claim, demand or discovery request or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative (formal or informal) nature, including any appeal therefrom, except one pending or completed on or before the Effective Date, unless otherwise specifically agreed in writing by the Company and Indemnitee. Governing Law:New York, Parties: DEEP LAKE CAPITAL ACQUISITION CORP. | Deep Lake Capital Acquisition Corp By way of further distinction, New York law - specifically NYS Gen. Oblig. 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. RE: Mutual Indemnification Agreement. . If it is so determined that Indemnitee is entitled to indemnification, the Company shall make payment to Indemnitee within ten days after such determination. To: The Board of Directors of New York Mortgage Trust, Inc. I hereby affirm my good faith belief that at all times, insofar as I was involved as. Document Date: 8/3/2022 Law Firm: Winston Strawn Law Firm: Carter Ledyard;Chapman Cutler;Winston Strawn Document Date: 3/18/2022 The subcontractor's project manager was injured . Our attorneys are available to assist you with your contracts to ensure that the . Parties: MICROCLOUD HOLOGRAM INC. | MicroCloud Hologram Inc Document Date: 4/29/2022 Indemnification means one party agrees to pay losses incurred by another to a third party. (b) that the alleged indemnitee is vicariously liable therefor. Governing Law:New York, Parties: VISTAS ACQUISITION CO II INC. | Vistas Acquisition Company II Inc This Standard Clause has integrated notes with important explanations and drafting and negotiating tips. director or key employee of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his resignation.
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