Federal Preemption. Notwithstanding the foregoing, both the Company and Indemnitee acknowledge that in certain instances, U.S. federal law or public policy may override applicable law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Such instances include, but are not limited to, the U.S. Securities and Exchange Commission’s prohibition on indemnification for liabilities arising under certain U.S. federal securities laws. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.
Federal Preemption. Notwithstanding the foregoing, both the Company and the Indemnitee acknowledge that in certain instances, U.S. federal law or public policy may override applicable law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Such instances include, but are not limited to, the U.S. Securities and Exchange Commission’s prohibition on indemnification for liabilities arising under certain U.S. federal securities laws. The Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the U.S. Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify the Indemnitee.
Federal Preemption. Deutsche Bank argues that the Ordinances are preempted by the Federal Fair Debt Collection Practices Act (“FDCPA”). On one hand, Section 13-216(1) of the Ordinances requires that “[t]he lender/mortgagee shall provide written notice to the city of its intent to foreclose on the subject residential property.” Conversely, the FDCPA cautions that “a debt collector may not communicate, in connection with the collection of any debt, with any person other than the consumer, his attorney, a consumer reporting agency if otherwise permitted by law, the creditor, the attorney of the creditor, or the attorney of the debt collector.” 15 U.S.C.A. § 1692c(b). Deutsche Bank avers these two provisions are in conflict, and that the FDCPA must control. It essentially argues that, by requiring lenders to provide the city with notice of intent to foreclose, the Ordinances force mortgagors to violate the FDCPA by communicating with a third party about the collection of a debt. At the outset, it is worth noting that Deutsche Bank has provided this Court with an Affidavit of Compliance with the Ordinances. Therein, it avers that a “Notice of Intent to Foreclose was sent to the City of Providence at the same time as such notice was sent to the borrowers in accordance with” section 13-216 of the Ordinances. Deutsche Bank now asks this Court to declare that the filing of such a notice is a violation of the FDCPA. Simply put, this issue is not currently in controversy in the case at bar. Deutsche Bank has already complied with this provision of the Ordinances.
Federal Preemption. Nothing contained in this Agreement is intended, nor shall be construed, as a waiver by either party of any right to assert any claim or defense, or raise any issue in any context or forum including, but not limited to, a court or administrative forum, regarding the preemption by federal law, including but not limited to the Airline Deregulation Act (49 U.S.C. § 41713), of any state or local law or ordinance, or the Rules and Regulations.
Federal Preemption. Notwithstanding the foregoing, both the Company and Indemnitee acknowledge that in certain instances, U.S. federal law or applicable public policy may override applicable law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee acknowledges that the U.S. Securities and Exchange Commission believes that indemnification for liabilities arising under certain U.S. federal securities laws is against public policy and is, therefore, unenforceable and that the Company may be required in the future to undertake with the U.S. Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.
Federal Preemption. Notwithstanding the foregoing, both the Company and the Indemnitee acknowledge that in certain instances, U.S. federal law or public policy may override applicable law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. The Indemnitee acknowledges that the U.S. Securities and Exchange Commission (the “SEC”) believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify the Indemnitee. Except to the extent precluded by law from doing so, the Company shall continue to advance Expenses in accordance with Section C 2.(a). and reimburse Expenses in accordance with C.2(a) until a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) has been made that the Company is prohibited from indemnifying the Indemnitee under this Agreement or otherwise.
