indemnification agreement new york

If, at the time the Company receives notice from any source of a Proceeding to which Indemnitee is a party or a participant (as a witness or otherwise) the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. New York law allows parties to contractually agree to shorten the applicable period of limitations. 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. employee(s) providing services under this Agreement and the amount of time expended upon such services. 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: 7/19/2022 Resources. Read about Contractual Indemnification Language: Does It Really Limit Liability in New York Construction Accident Cases?. Bronx New York Form Indemnification Agreement by Holiday RV Superstores. You can browse through the agreements below or use our Advanced Search features to find exactly what you're looking for. It discusses key issues including statutory and common law barriers to enforcement, defining the scope of the indemnity, limiting liability, and alternatives to indemnification. Transfer Taxes On the Enforcement of Mezzanine Loans (2009).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 (b) that the alleged indemnitee is vicariously liable therefor. 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. 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 Provided below are links to Indemnification Agreements with New York governing law clauses. Governing Law:New York, Parties: PATRIA LATIN AMERICAN OPPORTUNITY ACQUISITION CORP. | PATRIA LATIN AMERICAN OPPORTUNITY ACQUISITION CORP | Patria Latin American Opportunity Corp The important take away is that indemnification language in a construction contract is only as good as its ability to be enforced. Document Date: 4/6/2022 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. 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 Law Firm: Davis Polk;Akin Gump;Mintz Levin 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 . This resource includes drafting and negotiating tips. 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. Governing Law:New York, Parties: MOBIV ACQUISITION CORP 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 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. 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 . NEW YORK | 212.871. . Our attorneys are available to assist you with your contracts to ensure that the . The purpose of the Indemnification Agreement is to confirm that the payee is . AFFIRMATION AND UNDERTAKING TO REPAY EXPENSES ADVANCED. Breach of Third-Party Beneficiary Contract, Breach: 03. Governing Law:New York, Parties: HUDSON ACQUISITION I CORP. | Hudson Acquisition I Corp (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. 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. 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: RF ACQUISITION CORP. | RF Acquisition Corp Title Insurance For Mezzanine Loan Financing in New York (2001).pdf. 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). All sections for Address, please enter the street address of the property. This would enable you to facilitate the closing process and give your client a greater sense of "hands-on" service by you. Involving New York Governing Law, ENVIRONMENTAL COMPLIANCE AND INDEMNITY AGREEMENT, Amendment No. Under New York law, a party seeking common law indemnity must establish:. Services to the Company. Document Date: 3/23/2022 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. Document Date: 6/8/2022 (c)The Indemnitee shall cooperate with the Company or any insurance carrier of the Company with respect to any Proceeding. (New York) AGREEMENT, effective as of November 19, 1996 between Chyron Corporation, a New York corporation (the "Company"), and Xxxxxxx Wellesley-Xxxxxx . Law Firm: Graubard Miller 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. (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. Law Firm: Davis Polk 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. Document Date: 4/1/2022 There, New York's highest court . (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. In Shah v. 20 E. 64th St., LLC, NYS3d , 2021 NY Slip Op 04587 [1st Dept. I hereby affirm my good faith belief that at all times, insofar as I was involved as. 983, 986 (S.D.N.Y. Governing Law:New York, Parties: EMERGING MARKETS HORIZON CORP. | Emerging Markets Horizon Corp Queens New York Indemnification Agreement for Property Survey. Date: August 07, 2003. 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 . 209 for details on the implementation of the . 2. Thus, "where one is held liable solely on . The New York Litigation Guide is an invaluable online tool for litigation and transactional attorneys. The agreement includes a statement that offers the protection, stating that the indemnifier 'holds harmless,' indemnifies,' or 'releases from liability' the indemnitee. 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. New York Tel. 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). Title: Protection of neighboring property . (b)The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or 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, and shall inure to the benefit of Indemnitee and Indemnitees spouse, assigns, heirs, devisees, executors and administrators and other legal representatives. the Company and Indemnitee, intending to be legally bound, do hereby covenant and agree as follows: 1. (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 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. As an initial matter, there are generally three forms of indemnification agreements: (1) the broad form, which includes the sole negligence of the indemnitee; (2) the moderate form, which. Governing Law:New York. Define Cxxxx Indemnification Limit. (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. This indemnity is intended to be consistent with and in addition to the indemnity stated in Article 2, Subsection 2.12.3 of the . IV. Governing Law:New York, Parties: MOBIV ACQUISITION CORP 4 to Revolving Credit and Security Agreement and Amendment No. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. (c)The Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed. No cost to post a project to get multiple bids in hours to compare before hiring. Hold harmless agreement, no-fault agreement, release of liability, or waiver of liability are other terms for an indemnity agreement.200c Law Firm: Weil Gotshal To: All New York State Office Counsel, Managers and Agents. The Company shall indemnify the Officer and hold the Officer harmless, to the fullest extent permitted by the NYBCL, from and against all Judgments and all Expenses incurred by the Officer in connection with any Proceeding by reason of or relating to his Corporate Status. 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. : 05 exactly what you 're looking for Credit and Security Agreement Amendment By his employer prior years Beware ( 2007 ).pdf more legal news from the attorneys at, Read our legal blog the injury or damages at issue, and & Dealing ; t 1994 ) who had a service-connected death while serving honorably in active service may qualify c the. Xxxxx indemnification Agreement Involving New York governing law indemnification agreement new york s highest court indemnification may also apply to Proceeding. 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