Learn what are the clauses of an indemnification bond. It is a common practice for one party to guarantee it will compensate another party for any loss that may occur due to a contractual obligation. Mallory Law Office practices in the areas of real estate, business transactions, commercial litigation, and estate planning. Unfriended Harvard chalks that butene inlet contritely and ladyfy lengthways. While the legal terminology may make for boring reading, everyone should understand exactly what they are agreeing to, and what they are giving up. Collection of Taxes, Assessments and Similar Items (a) To the extent provided in the applicable Servicing Agreement, the Master Servicer shall cause each Servicer to establish and maintain one or more custodial accounts at a depository institution (which may be a depository institution with which the Master Servicer or any Servicer establishes accounts in the ordinary course of its servicing activities), the accounts of which are insured to the maximum extent permitted by the FDIC (each, an Escrow Account) and to deposit therein any collections of amounts received with respect to amounts due for taxes, assessments, water rates, standard hazard insurance policy premiums, Payaheads, if applicable, or any comparable items for the account of the Mortgagors. C) Consider adopting a close corporation agreement (see Ohio Revised Code Section. Property (8 days ago) A land trust agreement is a type of living trust which is a legal contract between a landowner and a trustee. indemnity clause in service contract. Apportionment of Taxes (a) With respect to any Taxes imposed upon any Acquired Company that are payable with respect to a Straddle Period, the portion of any such Taxes that are allocable to the portion of the Straddle Period ending on the Closing Date shall, (i) in the case of Taxes that are either (A) based upon or related to income, receipts or shareholders equity or (B) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) be deemed equal to the amount that would be payable if the Tax year ended on the Closing Date, (ii) in the case of Taxes (other than those described above in clause (i)) imposed on a periodic basis with respect to the Acquired Companies or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period, and (iii) in the case of Taxes that are imposed as a result of transactions occurring on the Closing Date that are outside the ordinary course of business and not contemplated by this Agreement, be deemed to be the amount of such Taxes that is properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulations Section 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date prior to the Closing. Lolas insurance company would protect Lola from the medical bills and other losses claimed by the neighbor by paying the claim. The name of the party, group, person, or any entity who is/are expected to be protected from any liability. Get access to ALL Templates, Designs & Documents.Limited Time Offer. . Sample Indemnification Clause Kent Holland provides six sample indemnification clauses, each addressing unique aspects of indemnity. They may also come back and use the monitoring well to sample the groundwater and submit those samples to the lab. All sections for Address, please enter the street address of the property. FURTHER, PURCHASER AGREES TO BE RESPONSIBLE FOR ALL COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED BY SELLER OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND ASSIGNS IN DEFENDING SUCH CLAIMS OR IN ENFORCING THIS PROVISION. Assignment Clause Samples Sample 1 - Sales Contract In doing this, the hospital indemnifies the wheelchair company, or the hospital guarantees indemnity for any losses or injuries that may occur. Nothing herein shall require the Master Servicer to compel a Mortgagor to establish an Escrow Account in violation of applicable law. - Plow all drive lanes, fire lanes and parking lots and plow or shovel sidewalks and paved areas once two (2) . Hold Harmless Agreement & Release . An important part of a management agreement between property owners and property managers is the indemnification clause, in which the owner protects the manager from certain types of liabilities. "Indemnification" means that a party agrees to compensate the other for financial losses resulting from its breach or violation of the terms of the agreement It's important to clearly negotiate the scope of the mutual indemnification contractual clause to ensure that you are not broadly indemnifying the other party If the amount of the Tax and Insurance Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Section 5.1.2 hereof, provided no Event of Default shall have occurred and be continuing, then Lender shall return any excess to Borrower (or to Operating Company, if so directed by Borrower). The repair shop quickly notifies the accident victim that they have a valid hold harmless agreement with Luke, who is solely responsible for any events surrounding the accident. Neither party agrees to indemnify, defend, or insure the other." Hidden Agreements to Indemnify A Release of Liability Form is also known as a: Liability waiver form. A visiting neighbor trips on a crack in the walkway and falls, breaking her arm. Neither party agrees to indemnify, defend, or insure the other.. If you cannot negotiate a clause on the above lines, the other way around is to limit the indemnity clause by adding something like "only to the extent and manner provided by North Carolina law." However, this approach is less favored than the above one. Nevertheless, agreeing to indemnify and hold harmless the other party is often necessary in order to do business. In other jurisdictions, such an agreement can only be used to protect an individual or entity not involved with the contract. I. The indemnification clauses in the deed of sale are designed to require compensation from the seller in the event of losses or expenses occurring in the future. The business and/or personal address of the entities to whom the hold harmless agreement is in favor of. Address: 720 E Broad St # 202, Columbus, OH 43215. Most comprehensive library of legal defined terms on your mobile device, All contents of the lawinsider.com excluding publicly sourced documents are Copyright 2013-, REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS, Real Estate Taxes and Special Assessments, Collection of Taxes, Assessments and Similar Items; Escrow Accounts, Collection of Taxes, Assessments and Similar Items. Get started now Download template The provision of such reports shall be for informational purposes only, and Landlord does not make any representation or warranty as to the correctness or completeness of any such reports. If the total of such monthly remittances for any Tax Year is greater than the Tenants Percentage of Taxes for such Tax Year, Landlord shall promptly pay to Tenant, or credit against the next accruing payments to be made by Tenant pursuant to this subsection 4.2.1, the difference; if the total of such remittances is less than the Tenants Percentage of Taxes for such Tax Year, Tenant shall pay the difference to Landlord at least twenty (20) days prior to the date or dates within such Tax Year that any Taxes become due and payable to the governmental authority (but in any event no earlier than twenty (20) days following a written notice to Tenant, which notice shall set forth the manner of computation of Tenants Percentage of Taxes). For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the entire amount of such item allocated to the Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. 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. There are also exclusions that you should include and describe. Non-Commercial Use Only www .CommercialTenantseseInsider.com Three Strategies for Limiting . An example of where this agreement may be useful is where a party is using another's property for a function, and the latter party does not want to have any responsibility for what may happen at the function. Conveyance Taxes The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time. 3. In these, one party will indemnify the other for losses except for those that arise from that party's negligence. Additional filters are available in search. In these clauses, one party will indemnify the other for losses due to the negligent party's acts. Tenant shall remit to Landlord, on the first day of each calendar month, estimated payments on account of Taxes, such monthly amounts to be sufficient to provide Landlord, by the time real estate tax payments are due and payable to any governmental authority responsible for collection of same, a sum equal to the Tenants Percentage of Taxes, as reasonably estimated by Landlord from time to time on the basis of the most recent tax data available. All Rights Reserved. Real Estate Taxes Tenant shall pay to Landlord, as additional rent, for each tax period partially or wholly included in the term, Tenants Percentage of Taxes (as hereinafter defined). A couple of weeks later, the other driver demands payment from the repair shop, as owner of the car that hit her, for medical bills, repairs to her own car, and pain and suffering. Upload document Upload your indemnification provision example real estate sale Edit your sample indemnification clause Receive payments Contents Make money from your real estate indemnification clause sample When purchasing an insurance policy, the insurance company agrees to indemnify the policyholder, or another specified party, against losses or damages that may occur. The shop offers Luke a loaner car so he can get back and forth to work. Each Servicer shall be entitled to all investment income not required to be paid to Mortgagors on any Escrow Account maintained by such Servicer. Fairfax Virginia Indemnification of Purchaser of Personal Property from Estate. Reference is made to the Indenture dated as of October 27, 2015 (as amended, modified and/or supplemented from time to time, the "Indenture") betwe Example 2: Financial services firms assigning loss payable clauses. 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