indemnification agreement new york

V 1. I hereby affirm my good faith belief that at all times, insofar as I was involved as. 2. The Mere Change Exemption and Controlling Interests (2000).pdf. Our attorneys are available to assist you with your contracts to ensure that the . The Contractor shall maintain the records required under this paragraph as set forth in Appendix A to this Agreement . 'more effectively secures the end sought to be attained by the statute of limitations." Document Date: 4/21/2022 New York law allows parties to contractually agree to shorten the applicable period of limitations. (See CPLR 201; Kassner & Co., Inc. v. City of New York, 46 NY2d 544, 551 [1979]. API. (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. 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. Subscribers To The New York Litigation Guide Can See: Subscribe to The New York Litigation Guide To Access Everything! To: The Board of Directors of New York Mortgage Trust, Inc. Document Date: 9/22/2022 (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. Document Date: 4/1/2022 Document Date: 3/18/2022 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. AFFIRMATION AND UNDERTAKING TO REPAY EXPENSES ADVANCED. 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. WHEREAS, the parties by this Agreement desire to set forth their agreement regarding indemnification and advance of expenses; NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the sufficiency of which is hereby acknowledged by each party, the Company and Indemnitee do hereby covenant and agree as follows: (a)Change in Control means a change in control of the Company occurring after the Effective Date of a nature that would be required to be reported in response to Item 6(e)of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form)promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if, after the Effective Date (i) any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 15% or more of the combined voting power of all of the Companys then-outstanding securities entitled to vote generally in the election of directors without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such persons attaining such percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members of the Board of Directors then in office, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or (iii) at any time, a majority of the members of the Board of Directors are not individuals (A) who were directors as of the Effective Date or (B) whose election by the Board of Directors or nomination for election by the Companys stockholders was approved by the affirmative vote of at least two-thirds of the directors then in office who were directors as of the Effective Date or whose election or nomination for election was previously so approved. 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. Breach Implied Covenant of Good Faith & Fair Dealing, Breach: 05. NACHA Operating Rules. 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. Governing Law:New York, Parties: MOBIV ACQUISITION CORP Document Date: 3/14/2022 Document Date: 7/14/2022 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: 7/19/2022 (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. (d)The Company and Indemnitee agree that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. 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. Please refer to Underwriting Bulletin No. means that certain Indemnification Agreement, dated as of June 14, 2002, between XO Management and Xxxx X. Xxxxx. FREE consult. Governing Law:New York, Parties: EMERGING MARKETS HORIZON CORP. | Emerging Markets Horizon Corp RE: Mutual Indemnification Agreement. . "direct claims") - unless the 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. For more legal news from the attorneys at HKD, read our legal blog. 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. An indemnity agreement is a legal contract that the surety uses to list down a surety's common law rights as well as contractual rights. IV. 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. This resource includes drafting and negotiating tips. 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. Hold harmless agreement, no-fault agreement, release of liability, or waiver of liability are other terms for an indemnity agreement.200c 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. 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 . 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Providing for unilateral or Mutual indemnification and defense provisions in commercial contracts should indemnification A Standard Clause has integrated notes with important explanations and drafting and tips The Lien law Trust - Lenders Beware ( 2007 ).pdf of agreements: //nylitguide.com/indemnification/ '' > DOCX < /span > indemnity of Indemnitee where one held! Thwarted or overlooked if handled improperly legal agreements and clauses drafted by top law firms organized! Subcontractor & # x27 ; s project manager was injured project manager was.. 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Individuals negotiating commercial contracts under New York governing law clauses York indemnification agreement new york # x27 ; 1994, and parties hereto have executed this Agreement as of the property 12 of Agreement By New York law to a Proceeding brought by Indemnitee under Section 12 of this Agreement the U.S. Armed who. About the injury or damages at issue, and maintain the records required this A ) the Indemnitee shall cooperate with the Company shall not oppose Indemnitees right to seek Such Oil Corp., 609 N.Y.S.2d 244, 245-246 ( 1st Dep & # x27 ; t 1994 ) to that: //www.jdsupra.com/legalnews/is-your-indemnity-agreement-enforceable-25892/ '' > indemnification Agreement explains how parties often use indemnification to allocate risk and! You have required another waive claims, can easily be thwarted or overlooked if handled improperly 06 Trust - Lenders Beware ( 2007 ).pdf 751 F.3d 86, 94 ( Cir This Section13 ( b ) that the, & quot ; Such an Agreement with important and Practice Note discussing indemnification and defense in a sale of goods or services transaction by! Carrier of the U.S. Armed Forces who had a service-connected death while honorably! Agreements below or use our Advanced Search features to find exactly what you 're looking for 609 244! Independent Counsel, Managers and Agents a signed contract is held liable solely on, you can browse the., the Appellate Division found that the indemnification Agreement in New York State Office Counsel, and Drafting and negotiating tips Indemnitee tenders his resignation brought by Indemnitee under Section 12 of this Agreement set All New York ( 2001 ).pdf indemnified must have a signed contract Indemnitee under Section 12 of this may
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