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EXHIBIT 10.14
INDEMNIFICATION AGREEMENT
This AGREEMENT is made and entered into this 15th day of May
1996, by and between Hollywood Theaters, Inc., a Delaware corporation (the
"Company"), Hollywood Theater Holdings, Inc., a Delaware corporation ("HTI")
and Xxxxxx X. Xxxxxxxxxx, Xx., an individual resident of Dallas County, Texas
("Xxxxxxxxxx").
WHEREAS, Xxxxxxxxxx has personally guaranteed the obligations
of the Company under certain agreements, including, but not limited to theater
leases and film rental agreements, and may in the future be required to
guarantee other obligations of the Company or HTI (the "Guarantees");
WHEREAS, the Company, HIT and Xxxxxxxxxx desire to enter into
this Agreement to provide for the indemnification of Xxxxxxxxxx (the
"Indemnitee") for any amounts the Indemnitee may be required to pay under the
Guarantees, on the terms set forth herein;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants and agreements contained herein and Indemnitee entering into the
Guarantees for the benefit of the Company and HTI:
1. Indemnification Agreements. (a) The Company and HTI
agree to jointly and severally indemnify and hold the Indemnitee harmless from
and against (i) any and all payments, liabilities, obligations, deficiencies,
claims, losses, damages, commitments, costs, and expenses paid or incurred by
the Indemnitee under any Guarantee, including, but not limited to rent,
percentage rent, utility, maintenance or repair charges, and property taxes
(the "Indemnified Payments") and (ii) any and all reasonable attorney's fees,
costs, expenses, liabilities, and obligations paid or incurred in connection
with or as a result of the Indemnified Payments ("Indemnified Expenses").
2. Request by Indemnitee. To obtain indemnification
under this Agreement, Indemnitee shall submit to the Company and HTI a written
request for payment of an Indemnified Payment or Indemnified Expense, including
reasonable documentation and information relating to such Indemnified Payment
or Indemnified Expenses (an "Indemnification Notice"). The Company and HTI
shall pay Indemnitee the Indemnified Payments or Indemnified Expenses
identified in an Indemnification Notice within 30 days of receipt of such
Indemnification Notice.
3. Amendments; Waiver. No supplement, modification,
waiver or amendment of this Agreement shall be binding unless executed in
writing by all of the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed nor shall any waiver constitute a waiver of any
other provisions hereof (whether or not similar) or constitute a continuing
waiver.
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4. Notices. All notices and other communications
hereunder shall be given by delivery in person, by registered or certified mail
(return receipt requested with postage prepaid thereon) or by facsimile
transmission to the respective parties at the following addresses (or at such
other address as either party shall have furnished to the other in accordance
with the terms of this Section 4.
If to Indemnitee:
Xxxxxx X. Xxxxxxxxxx, Xx.
0000 Xxxxxx Xxxxx Xxxx.
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
If to the Company or HTI:
0000 Xxxxxx Xxxxx Xxxx.
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Chief Financial Officer
Facsimile: (000) 000-0000
All notices and other communications hereunder that are addressed as provided
in or pursuant to this Section 4 shall be deemed duly and validly given (a) if
delivered in person, upon delivery, (b) if delivered by registered or certified
mail, 72 hours after being placed in a depository of the United States mails or
(c) if delivered by facsimile transmission, upon transmission thereof and
receipt of the appropriate answer back.
5. Assignment. Except by (i) operation of law upon the
death of Indemnitee, and (ii) upon the purchase, merger, consolidation or
otherwise of all or substantially all of the business, assets or stock of the
Company or HTI, this Agreement shall not be assigned by any of the parties
hereto without the prior written consent of the other parties.
6. Binding Effect. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the parties hereto and their
respective successors (including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business,
assets or stock of the Company or HTI), permitted assigns, spouses, heirs,
devisees, executors, administrators, and personal and legal representatives.
7. Severability. The provisions of this Agreement shall
be severable in the event that any of the provisions hereof (including any
provision within a single section, paragraph or sentence) is held by a court of
competent jurisdiction to be invalid, illegal, void or otherwise unenforceable
in any respect, and the validity and enforceability of any such provision in
every other
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respect and of the remaining provisions hereof shall not be in any way impaired
and shall remain enforceable and in full force and effect to the fullest extent
permitted by law.
8. Effective Date; Termination. This Agreement shall be
effective as of the date hereof (the "Effective Date") and shall apply to any
claim for indemnification hereunder by the Indemnitee for Indemnified Payments
or Indemnified Expenses, whether or not the event giving rise to the
Indemnified Payment or Indemnified Expense, as the case may be, occurred prior
to the Effective Date. This Agreement terminates upon the full and complete
release of Indemnitee from each Guarantee.
9. Governing Law. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of Texas
applicable to contracts made and to be performed in such state without giving
effect to the principles of conflicts of laws.
10. Specific Performance. The parties hereto agree that
the Indemnitee may enforce this Agreement by seeking specific performance
hereof, without any necessity of showing irreparable harm or posting a bond,
which requirements are hereby waived, and that by seeking specific performance,
Indemnitee shall not be precluded from seeking or obtaining any other relief to
which they may be entitled.
11. Entire Agreement. This Agreement and the Guarantees
constitute the entire agreement among the parties hereto with respect to the
subject matter hereof and supersede all prior oral or written agreements and
understandings with respect thereto.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date set forth above.
COMPANY:
HOLLYWOOD THEATERS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx, Xx.
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Xxxxxx X. Xxxxxxxxxx, Xx.
President
HTI:
HOLLYWOOD THEATER HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx, Xx.
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Xxxxxx X. Xxxxxxxxxx, Xx.
President
XXXXXXXXXX:
/s/ Xxxxxx X. Xxxxxxxxxx, Xx.
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Xxxxxx X. Xxxxxxxxxx, Xx.
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