About. As a clarification and without limiting the circumstances in which Indemnitee may be serving at the request of the Company, service by Indemnitee shall be deemed to be at the request of the Company: (i) if Indemnitee serves or served as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any corporation, partnership, limited liability company, joint venture, trust or other enterprise (1) of which a majority of the voting power or equity interest is or was owned directly or indirectly by the Company or (2) the management of which is controlled directly or indirectly by the Company and (ii) if, as a result of Indemnitees service to the Company or any of its affiliated entities, Indemnitee is subject to duties to, or required to perform services for, an employee benefit plan or its participants or beneficiaries, including as a deemed fiduciary thereof. Obtain all contracts/leases, written agreements. 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:New York, Parties: AURA FAT PROJECTS ACQUISITION CORP This indemnification may also apply to joint returns in prior years. Law Firm: Gibson Dunn (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 Provided below are links to Indemnification Agreements with New York governing law clauses. The Contractor shall maintain the records required under this paragraph as set forth in Appendix A to this Agreement . (See CPLR 201; Kassner & Co., Inc. v. City of New York, 46 NY2d 544, 551 [1979]. (a) Indemnification to the Fullest Extent Permitted by Law . Form of Indemnification Agreement Contract Categories: Business Operations - Indemnification Agreements EX-10.1 3 nymt-xformofdoindemnif.htm EXHIBIT 10.1 Exhibit Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. 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. 2. 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. Confidentiality, as the builder usually will not want other neighbors to know the terms agreed . NACHA Operating Rules. Document Date: 7/15/2022 The Mere Change Exemption and Controlling Interests (2000).pdf. [1] The two basic categories of damages are general (sometimes referred to as market) damages and consequential (sometimes referred to as special) damages. Builder's agreement to repair all damages, plus appropriate insurance and indemnification; and 5. Title Insurance For Mezzanine Loan Financing in New York (2001).pdf. Governing Law:New York, Parties: CATCHA INVESTMENT CORP Itdiscusses key issues including statutory and common law barriers to enforcement, defining the scope of the indemnity, limiting liability, and alternatives to indemnification. Document Date: 4/21/2022 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 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. There, New York's highest court . 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. COLORADO DMVA Facilities Use/Rental Agreement and Hold Harmless / Indemnification Statement 1. Nassau New York Form Indemnification Agreement by Holiday RV Superstores. Indeed, under New York law, "Such an agreement . Document Date: 8/12/2022 Provided below are links to Indemnification Agreement s with New York governing law clauses. Buffalo, New York 14202 (716) 849-8900 (716) 855-0874 [fax] jae@hurwitzfine.com . 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. Indemnification falls under the Statute of Frauds. The undersigned Building Manager, as an authorized representative for the _____ Armory/Readiness Center hereby agrees to rent certain portions of the following location: a. Location/Facility Name: _____. If it is so determined that Indemnitee is entitled to indemnification, the Company shall make payment to Indemnitee within ten days after such determination. Law Firm: Carter Ledyard;Chapman Cutler;Winston Strawn I am subject to the Proceeding by reason of my Corporate Status or by reason of alleged actions or omissions by me in such capacity. Please refer to Underwriting Bulletin No. Breach of Implied Warranty of Merchantability, Breach: 06. That's one of the common law rights of a Surety. Indemnification Agreement (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. Document Date: 3/14/2022 Please be advised that Old Republic National Title Insurance Company has joined in the execution of the Mutual Indemnification Agreement. In re Sept. 11 Litig., 751 F.3d 86, 94 (2d Cir. 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. 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 . Date: August 07, 2003. Thus, "where one is held liable solely on . Document Date: 8/22/2022 It discusses key issues including statutory and common law barriers to enforcement, defining the scope of the indemnity, limiting liability, and alternatives to indemnification. (a)The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. Document Date: 3/21/2022 Governing Law:New York, Parties: CLIMATEROCK 2 to Limited Guaranty and Indemnity Agreement. Provided below are links to Indemnification Agreement s with New York governing law clauses. Hold harmless agreement, no-fault agreement, release of liability, or waiver of liability are other terms for an indemnity agreement.200c Governing Law:New York, Parties: OSIRIS ACQUISITION CORP. | Osiris Acquisition Corp 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. Governing Law:New York. Governing Law:New York, Parties: OSIRIS ACQUISITION CORP. | Osiris Acquisition Corp Businesses and individuals negotiating commercial contracts should understand indemnification agreements to better protect themselves from business risk and liability. V 1. Document Date: 8/9/2022 . Document Date: 3/31/2022 Governing Law:New York, Parties: RF ACQUISITION CORP. | RF Acquisition Corp (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. Governing Law:New York, Parties: MOBIV ACQUISITION CORP 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. 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. Document Date: 4/20/2022 Governing Law:New York, Parties: FORTRESS CAPITAL ACQUISITION CORP 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. Governing Law:New York, Parties: YACHT FINDERS, INC. | Yacht Finders, Inc Law Firm: Weil Gotshal 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). 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). 1994) ). Document Date: 4/6/2022 Tax Aggregation Rules -Traps For The Unwary (2002).pdf. (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. Parties: MICROCLOUD HOLOGRAM INC. | MicroCloud Hologram Inc To assist you with your contracts to ensure that the a Standard Clause providing for unilateral or indemnification. Have a signed contract class= '' result__type '' > indemnification Agreement - RealDealDocs < /a Saranac. Quot ; Such an Agreement how parties often use indemnification to allocate risk are met and Current Insurer has for Enter the street address of the Mutual indemnification Agreement, Amendment No overlooked if handled improperly provided below links The lobby of a building owned by his employer specifically NYS Gen. 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