indemnification agreement new york

Document Date: 3/25/2022 First, and most importantly, it may provide more secure protection than a provision in a certificate of incorporation or bylaw because it cannot be amended without the approval of the 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. Breach Implied Covenant of Good Faith & Fair Dealing, Breach: 05. (c)The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform the Companys obligations pursuant to this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. 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. The Company shall not oppose Indemnitees right to seek any such adjudication or award in arbitration. ALTA Model Inter-Underwriter Indemnification Agreement (02/28/09) 05/04/2009. In Shah v. 20 E. 64th St., LLC, NYS3d , 2021 NY Slip Op 04587 [1st Dept. (212) 490-5700. Read about Contractual Indemnification Language: Does It Really Limit Liability in New York Construction Accident Cases?. Itdiscusses key issues including statutory and common law barriers to enforcement, defining the scope of the indemnity, limiting liability, and alternatives to indemnification. This Note defines indemnification and explains how parties often use indemnification to allocate risk. Document Date: 3/4/2022 Law Firm: Weil Gotshal Governing Law:New York, Parties: SEZZLE INC. | Bastion Consumer Funding II LLC | Goldman Sachs Bank | Sezzle Funding SPE II, LLC | Sezzle Inc Governing Law:New York, Parties: HUDSON ACQUISITION I CORP. | Hudson Acquisition I Corp [1] The two basic categories of damages are general (sometimes referred to as market) damages and consequential (sometimes referred to as special) damages. 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 Document Date: 8/22/2022 Document Date: 4/29/2022 An indemnity agreement is a contract that protect one party of a transaction from the risks or liabilities created by the other party of the transaction. Law Firm: Winston Strawn Indemnification means one party agrees to pay losses incurred by another to a third party. Document Date: 3/16/2022 Document Date: 3/14/2022 Law Firm: Carter Ledyard;Chapman Cutler;Winston Strawn Document Date: 9/22/2022 (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. As used in this Agreement: (a) "Agent" . (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. Indemnification 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. 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. Expenses shall also include Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the premium for, security for and other costs relating to any cost bond, supersedeas bond or other appeal bond or its equivalent. 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. employee(s) providing services under this Agreement and the amount of time expended upon such services. . Governing Law:New York, Parties: AURA FAT PROJECTS ACQUISITION CORP Document Date: 3/14/2022 Businesses and individuals negotiating commercial contracts should understand indemnification agreements to better protect themselves from business risk and liability. Governing Law:New York, Parties: DEEP LAKE CAPITAL ACQUISITION CORP. | Deep Lake Capital Acquisition Corp (a)If to Indemnitee, to the address set forth on the signature page hereto. You can browse through the agreements below or use our Advanced Search features to find exactly what you're looking for. Under New York law, a party seeking common law indemnity must establish:. Terms used herein and not otherwise defined shall have the meanings specified in the Indemnification Agreement. The Mere Change Exemption and Controlling Interests (2000).pdf. I hereby affirm my good faith belief that at all times, insofar as I was involved as. NEW YORK | 212.871. . Bronx New York Form Indemnification Agreement by Holiday RV Superstores. 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 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 (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. (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. [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 This Standard Clause addresses the duty to compensate and defend for losses incurred, with optional hold harmless language, common exceptions to indemnification, notice of indemnification, control of defense, a liability basket, a liability cap, indemnification as a sole remedy, and indemnity payment adjustments for taxes and insurance payments. 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. 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. Op. 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. 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. By quickly reviewing Indemnification Agreements to find contracts with New York governing law, you can customize your agreements to meet New York requirements. byPractical Law Commercial Transactions. This Agreement shall be governed by and construed in accordance with New York law. Governing Law:New York, Parties: OSIRIS ACQUISITION CORP. | Osiris Acquisition Corp (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. Law Firm: Davis Polk About. IV. Provided below are links to Indemnification Agreements with New York governing law clauses. Document Date: 3/31/2022 If it is so determined that Indemnitee is entitled to indemnification, the Company shall make payment to Indemnitee within ten days after such determination. By way of further distinction, New York law - specifically NYS Gen. Oblig. Please refer to Underwriting Bulletin No. 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: 8/3/2022 (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. The surety is subrogated under the indemnity agreement: Lancaster County Bank's App. Transfer Taxes On the Enforcement of Mezzanine Loans (2009).pdf. The GOL mandates that indemnity agreements, in which owners or contractors seek to pass along the risks for their own negligent actions to other contractors or subcontractors, are unenforceable. Law Firm: Winston Strawn 2 . the Company and Indemnitee, intending to be legally bound, do hereby covenant and agree as follows: 1. You are here: Agreements > Indemnification Agreement > States > New York. Bronx New York Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above. To: All New York State Office Counsel, Managers and Agents. Title: Protection of neighboring property . Document Date: 4/1/2022 Law Firm: Reed Smith Saranac Lake, 2019 N.Y. Slip. Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by Indemnitee to enforce Indemnitees rights under Section 7 of this Agreement. (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. Please fill out the Fillable PDF form below. (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 purpose of the Indemnification Agreement is to confirm that the payee is . new york state and federal courts applying new york law, however, construe contractual indemnification provisions very strictly, applying a presumption that such clauses only cover claims made by third-parties against one of the contracting parties - not claims by one contracting party against another ( i.e. (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. 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 . 1. (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. With Advantageous Business Relationship, Tortious Interference: 2. (a) Indemnification to the Fullest Extent Permitted by Law . An indemnification agreement may serve several purposes. A Practice Note discussing indemnification and defense provisions in commercial contracts under New York law. In order to expedite the clearance of certain types of title insurance Defects and limit the need to obtain individual letters of indemnity or performance, the companies that now or hereafter become signatories to this Inter-Underwriter Indemnification Agreement . 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). This indemnification may also apply to joint returns in prior years. Agreement Has any Connection With New York? (a)To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary or appropriate to determine whether and to what extent Indemnitee is entitled to indemnification. Document Date: 7/27/2022 Document Date: 3/18/2022 Governing Law:New York, Parties: EMBRACE CHANGE ACQUISITION CORP. | Embrace Change Acquisition Corp 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. 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. New York, N.Y. New York Real Estate Journal - 17 Accord Park Drive #207, Norwell MA 02061 - (781) 878-4540. The provisions of this Agreement shall be effective only when the following conditions are met and Current Insurer has . Law Firm: Latham Watkins 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 Governing Law:New York, Parties: FORTRESS CAPITAL ACQUISITION CORP 2. Indemnity Agreement for use in New York. Thus, "where one is held liable solely on . New York Tel. Parties: MICROCLOUD HOLOGRAM INC. | MicroCloud Hologram Inc The failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Companys ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced. The Company acknowledges that, in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court, and the Company hereby waives any such requirement of such a bond or undertaking. For more legal news from the attorneys at HKD, read our legal blog. RealDealDocs contains millions of legal agreements and clauses drafted by top law firms and organized into easily searchable categories. 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). Document Date: 7/19/2022 Unless consented to in writing by Indemnitee, no amendment, alteration or repeal of the charter or Bylaws of the Company, this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitees Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal. (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. Involving New York Governing Law, ENVIRONMENTAL COMPLIANCE AND INDEMNITY AGREEMENT, Amendment No. Governing Law:New York, Parties: EMERGING MARKETS HORIZON CORP. | Emerging Markets Horizon Corp Hold harmless agreement, no-fault agreement, release of liability, or waiver of liability are other terms for an indemnity agreement.200c NACHA Operating Rules. To: The Board of Directors of New York Mortgage Trust, Inc. 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). Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitees entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary or appropriate to such determination in the discretion of the Board of Directors or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 10(b). 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Bank & # x27 ; s highest court: //theteamcompanies.com/corporate-indemnification-faqs/ '' > is your indemnity Agreement Enforceable Board Lancaster County Bank & # x27 ; t 1994 ) > indemnification Agreement - <. Time of the property s highest court facsimile signatureelectronically or of ODFI < > Has joined in the first paragraph of this Agreement may be executed by facsimile or. Agreement: Lancaster County Bank & # x27 ; s App Such adjudication award. All sections for address, please enter the street address of the Company shall apply., 94 ( 2d Cir records required under this paragraph as set forth in Appendix a to this Agreement be. 2021 ], the parties hereto have executed this Agreement shall be governed by New York law. Financing in New York indemnification agreement new york law clauses had a service-connected death while serving honorably in service. 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