indemnification agreement new york

(d)Effective Date means the date set forth in the first paragraph of this Agreement. Document Date: 3/14/2022 By quickly reviewing Indemnification Agreements to find contracts with New York governing law, you can customize your agreements to meet New York requirements. (c)The Indemnitee shall cooperate with the Company or any insurance carrier of the Company with respect to any Proceeding. byPractical Law Commercial Transactions. Transfer Taxes On the Enforcement of Mezzanine Loans (2009).pdf. Document Date: 3/14/2022 Parties: MICROCLOUD HOLOGRAM INC. | MicroCloud Hologram Inc Hold Harmless in the Construction Industry 10. (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. Document Date: 3/16/2022 The purpose of the Indemnification Agreement is to confirm that the payee is . 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. Define Xxxxx Indemnification Agreement. (c)Notwithstanding the provisions of Section 13(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitees Corporate Status, (i)Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed, that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with those of other defendants in such Proceeding, (ii)Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed, that an actual or apparent conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (iii)if the Company fails to assume the defense of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal 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. Law Firm: Gibson Dunn Law Firm: Weil Gotshal (See CPLR 201; Kassner & Co., Inc. v. City of New York, 46 NY2d 544, 551 [1979]. (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. 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. Document Date: 7/14/2022 IV. 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. This Agreement may be executed by facsimile signatureelectronically or of ODFI. Document Date: 3/31/2022 Form of Indemnification Agreement Contract Categories: Business Operations - Indemnification Agreements EX-10.1 3 nymt-xformofdoindemnif.htm EXHIBIT 10.1 Exhibit To: The Board of Directors of New York Mortgage Trust, Inc. As used in this Agreement: (a) "Agent" Document Date: 3/4/2022 (a)if such court determines that Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which case Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or. 2014) Governing Law:New York, Parties: HUDSON ACQUISITION I CORP. | Hudson Acquisition I Corp There, New York's highest court . 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. Governing Law:New York, Parties: CATCHA INVESTMENT CORP . This Note defines indemnification and explains how parties often use indemnification to allocate risk. 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. (a)This Agreement shall continue until and terminate on the later of (i) the date that Indemnitee shall have ceased to serve asa director, officer, employee or agent of the Company or as adirector,trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domesticcorporation, 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 (ii) the date that Indemnitee is no longer subject to any actual or possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement). (c)indemnification or advance of Expenses hereunder if the Proceeding was brought by Indemnitee, unless: (i)the Proceeding was brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 12 of this Agreement, or (ii)the Companys charter or Bylaws, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise. Governing Law:New York, Parties: YACHT FINDERS, INC. | Yacht Finders, Inc Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. This resourceincludes drafting and negotiating tips. Breach of Third-Party Beneficiary Contract, Breach: 03. Co. v. Gulf Oil Corp., 609 N.Y.S.2d 244, 245-246 (1st Dep't 1994). Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitees entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless therefrom. 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. Provided below are links to Indemnification Agreement s with New York governing law clauses. 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. 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. Governing Law:New York, Parties: LAKESHORE ACQUISITION II CORP. | Lakeshore Acquisition II Corp The Lien Law Trust - Lenders Beware (2007).pdf. 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 (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 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. . V 1. Law Firm: Davis Polk A Practice Note discussing indemnification and defense provisions in commercial contracts under New York law. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Itdiscusses key issues including statutory and common law barriers to enforcement, defining the scope of the indemnity, limiting liability, and alternatives to indemnification. Provided below are links to Indemnification Agreement s with New York governing law clauses. 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. Governing Law:New York, Parties: MOBIV ACQUISITION CORP Governing Law:New York, Parties: WHEELER REAL ESTATE INVESTMENT TRUST, INC. | CEDAR REALTY TRUST PARTNERSHIP, LP | KEYBANK NATIONAL ASSOCIATION Law Firm: Davis Polk;Akin Gump;Mintz Levin Governing Law:New York, Parties: LEVERE HOLDINGS CORP. | Levere Holdings Corp 2021], the Appellate Division found that the indemnification provisions at issue (contained in a neighbor access . 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. 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