In re Sept. 11 Litig., 751 F.3d 86, 94 (2d Cir. 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). This Standard Clause has integrated notes with important explanations and drafting and negotiating tips. This resourceincludes drafting and negotiating tips. (b) that the alleged indemnitee is vicariously liable therefor. 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. To: The Board of Directors of New York Mortgage Trust, Inc. Document Date: 8/25/2022 209 for details on the implementation of the . [1] The two basic categories of damages are general (sometimes referred to as market) damages and consequential (sometimes referred to as special) damages. (b) that the alleged indemnitee is vicariously liable therefor. 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. Removing the Mystery from Indemnity Agreements Title: Protection of neighboring property . (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. (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. Terms used herein and not otherwise defined shall have the meanings specified in the Indemnification Agreement. 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. 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. 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. Contractual Indemnity Language Effects and Enforceability Governing Law:New York, Parties: CLIMATEROCK What is the Corporate/LLC Indemnification Agreement?The Corporate/LLC Indemnification Agreement is a standard form used in the entertainment industry when performers or crew people ask to be paid via a corporation with no payroll taxes withheld. . Indemnification Agreement: Everything You Should Know - ContractsCounsel Buffalo, New York 14202 (716) 849-8900 (716) 855-0874 [fax] jae@hurwitzfine.com . Nassau New York Form Indemnification Agreement by Holiday RV Superstores. The Contract, the Law, and the Courts - CLM Magazine NACHA Operating Rules. (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. 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. Indemnification Provisions: Are Attorneys' Fees (And Other Expenses (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. Governing Law:New York, Parties: RF ACQUISITION CORP. | RF Acquisition Corp New York law allows parties to contractually agree to shorten the applicable period of limitations. 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 In all instances, surviving spouses qualify for . 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. The Outer Limits of LLC Indemnification: Michael Cohen v Trump An indemnification agreement may serve several purposes. Governing Law:New York, Parties: MOBIV ACQUISITION CORP New Jersey Inter-Underwriter Indemnification Agreement - stewartcom Indemnification Provisions in Right of Way Agreements Browse. Governing Law:New York, Parties: OSIRIS ACQUISITION CORP. | Osiris Acquisition Corp indemnification expressly imposed by the court in approving the settlement. Governing Law:New York, Parties: YACHT FINDERS, INC. | Yacht Finders, Inc This Agreement may be executed by facsimile signatureelectronically or of ODFI. (a)If to Indemnitee, to the address set forth on the signature page hereto. Enforceability of Contractual Provisions in New Jersey and New York 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. Governing Law:New York, Parties: ANTHEMIS DIGITAL ACQUISITIONS I CORP That's one of the common law rights of a Surety. Bronx New York Indemnification Agreement between Corporation and Its Philadelphia Pennsylvania Indemnification Agreement for Property Survey Document Date: 3/18/2022 The important take away is that indemnification language in a construction contract is only as good as its ability to be enforced. Hold Harmless in the Construction Industry 10. Transfer Taxes On the Enforcement of Mezzanine Loans (2009).pdf. (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 This Agreement shall be governed by and construed in accordance with New York law. 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. With a Contractual Right, Unfair Competition Copyright Infringement, Unfair Competition Trade Dress Infringement. New York Indemnity Agreement | FindLegalForms.com Fern Epstein Principal Horizon Land Services, LLC 15 West 44th Street New York, New York 10036 Ph: 212-921-4141 Fax: 212-921-4848 Indemnification - New York Litigation Guide RDFI with ODFI's request . 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. 2. Document Date: 3/21/2022 Surety Bond Indemnity Agreement | Surety Bond Authority (c)The Indemnitee shall cooperate with the Company or any insurance carrier of the Company with respect to any Proceeding. 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. Indemnification Provisions: Are Attorneys' Fees (And Other Expenses 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. General Contract Clauses: Indemnification (NY) | Practical Law - Westlaw . New York Nassau Indemnification Agreement for Litigation Nassau New York Indemnification Agreement for Litigation The Forms Professionals Trust! In Shah v. 20 E. 64th St., LLC, NYS3d , 2021 NY Slip Op 04587 [1st Dept. Document Date: 8/25/2022 Under New York law, a party seeking common law indemnity must establish:. Unexecuted Indemnification Agreement Not Retroactive Once Executed 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. 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. INDEMNIFICATION The Contractor agrees to indemnify and hold harmless the State of New York and. byPractical Law Commercial Transactions. Governing Law:New York, Parties: FORTRESS CAPITAL ACQUISITION CORP In the event of a Change in Control, the Company shall maintain in force any and all directors and officers liability insurance policies that were maintained by the Company immediately prior to the Change in Control for a period of six years with the insurance carrier or carriers and through the insurance broker in place at the time of the Change in Control; provided, however, (i) if the carriers will not offer the same policy and an expiring policy needs to be replaced, a policy substantially comparable in scope and amount shall be obtained and (ii) if any replacement insurance carrier is necessary to obtain a policy substantially comparable in scope and amount, such insurance carrier shall have an AM Best rating that is the same or better than the AM Best rating of the existing insurance carrier; provided, further, however, in no event shall the Company be required to expend in the aggregate in excess of 250% of the annual premium or premiums paid by the Company for directors and officers liability insurance in effect on the date of the Change in Control. 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. (d)Effective Date means the date set forth in the first paragraph of this Agreement. Indeed, under New York law, "Such an agreement . Tax Aggregation Rules -Traps For The Unwary (2002).pdf. Hold harmless and indemnity agreement template Resources. 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 . Services to the Company. Governing Law:New York, Parties: CATCHA INVESTMENT CORP AFFIRMATION AND UNDERTAKING TO REPAY EXPENSES ADVANCED. Governing Law:New York, Parties: JATT ACQUISITION CORP | Zura Bio Limited 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 Governing Law:New York, Parties: VISTAS ACQUISITION CO II INC. | Vistas Acquisition Company II Inc Hold harmless agreement, no-fault agreement, release of liability, or waiver of liability are other terms for an indemnity agreement.200c 2. 'Til Taxes Do Us Part - Divorce Source (e)Expenses means any and all reasonable and out-of-pocket attorneys fees and costs, retainers, court costs, arbitration and mediation costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties and any other disbursements or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in or otherwise participating in a Proceeding. (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. 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). Governing Law:New York, Parties: CEDAR REALTY TRUST, INC. | CEDAR REALTY TRUST PARTNERSHIP, LP | KEYBANK NATIONAL ASSOCIATION We use cookies to improve security, personalize the user experience, enhance our marketing activities (including cooperating with our marketing partners) and for other business use. The subcontractor's project manager was injured . The provisions of this Agreement shall be effective only when the following conditions are met and Current Insurer has . Queens New York Indemnification Agreement for Property Survey. Involving New York Governing Law, ENVIRONMENTAL COMPLIANCE AND INDEMNITY AGREEMENT, Amendment No. Category: Contracts - Indemnification - Litigation State: Multi-State County: Nassau Control #: US-60786 Instant Download Buy now Available formats: Word | Rich Text Free Preview Description 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. Document Date: 4/21/2022 (a) the right of the indemnitee to indemnification and advancement of expenses under this agreement shall (i) continue after the indemnitee has ceased to serve in a capacity which would entitle the indemnitee to indemnification or advancement of expenses pursuant to this agreement with respect to acts or omissions occurring prior to such Bronx New York Form Indemnification Agreement by Holiday RV Superstores. The New York Litigation Guide is an invaluable online tool for litigation and transactional attorneys. Legislation | NY State Senate 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. Dependency and indemnity compensation fact sheet Please fill out the Fillable PDF form below. 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). 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." PDF The United States Law Week We use cookies to improve security, personalize the user experience, enhance our marketing activities (including cooperating with our marketing partners) and for other business use. The 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.". FREE consult. IV. Define Cxxxx Indemnification Limit. You can browse through the agreements below or use our Advanced Search features to find exactly what you're looking for. Law Firm: Weil Gotshal Accordingly, Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. ALTA Model Inter-Underwriter Indemnification Agreement (02/28/09) 05/04/2009. 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 Document Date: 4/1/2022 The Lien Law Trust - Lenders Beware (2007).pdf. [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
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