EXHIBIT 2.5
This Indemnity and Hold Harmless Agreement made as of this 30th day of
September, 2001 by Xxxxx Environmental and Geological Science & Management,
Inc. ("EE&G"), a Florida corporation which is wholly-owned by the members of
EE&G management listed on Schedule I hereto ("EE&G Management"), in favor of
Third Millennium Telecommunications, Inc., a New Jersey corporation ("TMT")
and the current shareholders of TMT listed on Schedule II hereto.
WITNESSETH:
WHEREAS, ECOS Group, Inc. ("ECOS"), TMT, each of the individuals listed
on Schedule I attached thereto (collectively, "EE&G Management"), and each of
the current shareholders of TMT listed on Schedule II (collectively, the
"Sellers") attached hereto are parties to that certain Share Exchange
Agreement dated as of June 14, 2001, and a First Amendment and a Second
Amendment to the Share Exchange Agreement (collectively the "Share Exchange
Agreement");
WHEREAS, pursuant to Section 13.1(k) of the Share Exchange Agreement,
ECOS and EE&G Management are required to deliver to TMT and to each of the
Sellers, creditor releases and indemnification and hold harmless agreements to
the satisfaction of TMT releasing TMT from any and all liabilities of ECOS,
either known or unknown, up to the date of Closing (as defined in the Share
Exchange Agreement), and
WHEREAS, EE&G Management have been unable to supply all such creditor
releases, and this agreement is intended to satisfy the obligation of EE&G
Management referred to in the said Section 13.1(k); and
WHEREAS, the parties have agreed that EE&G will perform any obligations
of EE&G Management pursuant to Section 13.1(k) of the Share Exchange
Agreement.
NOW THEREFORE, IN CONSIDERATION OF the foregoing premises, and other
good and valuable consideration, the parties agree that:
EE&G (the "Indemnitor"), which will be 100% controlled by the members of
EE&G Management upon Closing, hereby agrees to indemnify and hold harmless TMT
and each of its shareholders, officers, directors, employees, attorneys, and
agents (the "Indemnified Parties") from any and all liabilities of ECOS,
whether known or unknown, and whether liquidated or unliquidated incurred or
arising out of events which transpired or failed to occur from the beginning
of the world up to and including the date of this Agreement, including but not
limited to any and all losses, claims, damages and liabilities (including,
without limitation, legal fees and disbursements) to which they may become
subject in respect of any claim asserted against ECOS.
2. A party seeking indemnification shall give prompt notice to the
Indemnitor of any claim for indemnification arising under this Agreement. The
Indemnitor shall have the right to assume and to control the defense of any
such claim with counsel reasonably acceptable to such Indemnitor, at the
Indemnitor's own cost and expense, including the cost and expense of
reasonable attorneys' fees and disbursements in connection with such defense,
in which event the Indemnitor shall not be obligated to pay the fees and
disbursements of separate counsel for such Indemnified Party in such action.
In the event, however, that such Indemnified Party's legal counsel shall
determine that defenses may be available to such Indemnified Party that are
different from or in addition to those available to the Indemnitor, in that
there could reasonably be expected to be a conflict of interest if such
Indemnitor and the Indemnified Party have common counsel in any such
proceeding, or if the Indemnified Party has not assumed the defense of the
action or proceedings, then the Indemnitor may employ separate counsel to
represent or defend such Indemnified Party, and the Indemnitor shall pay the
reasonable fees and disbursements of counsel for such Indemnified Party. No
settlement of any such claim or payment in connection with any such settlement
shall be made without the prior consent of the Indemnitor which consent shall
not be unreasonably withheld.
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3. All oral or written statements, representations, promises, and
agreements of parties with respect to the subject matter hereof are merged
into and superseded by this Agreement, which alone fully and completely
expresses their agreement.
4. This Agreement may not be altered, amended, changed, waived, or
modified in any respect or particular unless the same shall be in writing
signed by all of the parties hereto.
5. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, executors, administrators,
successors and permitted assigns.
IN WITNESS WHEREOF, each of the parties hereto has executed this
agreement as of the date first set forth above.
Xxxxx Environmental and Geological Science &
Management, Inc.
By: /s/ Xxxxxxx Xxxx
__________________________________
Xxxxxxx Xxxx, Pres
Accepted and Agreed:
Third Millennium Telecommunications, Inc.
By: /s/ Xxxxxxx Xxxxxx
__________________________________
Xxxxxxx Xxxxxx, President
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SCHEDULE I
EE&G Management
Xxxxxxx Xxxxx
Xxxxxxx X. Xxxx
Xxxxx Xxxx
Xxxxx Xxxxxxxxx
Xxx Xxxx
Xxxx Xxxxxxx
Xxxxxxx Xxxxxxxxxx
Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxxx
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SCHEDULE II
TMTI Shareholders
Xxxxxxx Xxxxxx
Xxxxxx Xxxxxxx
Xx Xxxxxx
Xxx Xxxx
Aspen Ridge Corp.
Xxxxxxxxx.xxx
Xxxxxxx Xxx Xxxx
Xxxxxxx Xxxx Trust II
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