Exhibit 10.34
TAX INDEMNITY AGREEMENT
This Agreement is made this 17th day of April, 2001, by and between
REGENERATION TECHNOLOGIES, INC. (the "Borrower") and BANK OF AMERICA, N.A. (the
"Bank").
Recitals
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The Bank and the Borrower are executing a Loan Agreement (as amended or
restated from time to time, the "Loan Agreement") of even date herewith. The
Borrower may, pursuant to the Loan Agreement, execute and deliver a Renewal
Promissory Note (the "Note") of even date herewith in the principal amount of
$10,000,000 in favor of the Bank. The Note, together with all other Loan
Documents (as defined in the Loan Agreement), are collectively referred to
herein as the "Credit Documents". The Borrower has indicated that the Credit
Documents are exempt from Florida documentary stamp taxes (collectively, the
"Taxes"). The Borrower is executing this Agreement to induce the Bank to accept
the Credit Documents without payment of such taxes.
NOW THEREFORE, for good and valuable consideration, the parties agree as
follows:
1. The Borrower assumes full liability for payment of all Taxes (including
interest and penalties, if any) now or hereafter due with respect to or in
connection with the Credit Documents. The Borrower agrees to indemnify the Bank,
its directors, officers, agents and employees from and against any and all
liability and costs (including, without limitation, reasonable attorneys fees)
that may accrue to or be sustained by the Bank, its directors, officers, agents
or employees in connection with or as a result of: (a) the failure to pay any
Taxes on or in connection with the Credit Documents when due; and (b) any claim
or action filed or brought by or in the name of the State of Florida or any
department or agency thereof (including, without limitation, the Florida
Department of Revenue) with respect to any non-payment of Taxes on or in
connection with the Credit Documents when due.
2. From and after the date hereof, the Bank agrees that promptly upon
receipt by it of notice of any demand, assertion, claim, action or proceeding,
judicial or otherwise, giving rise to a potential claim for indemnification
under this Agreement, the Bank will give prompt notice thereof in writing to the
Borrower, together in each instance with such information regarding such
proceeding as the Bank shall then have. The Borrower reserves the right to
contest and defend all appropriate legal or other proceedings, any demand,
assertion, claim, action or proceeding with respect to which it has been called
upon to indemnify the Bank under the provisions of this Agreement, provided,
however, that: (a) notice of the intention so to contest shall be delivered to
the Bank within twenty (20) calendar days from the date of receipt by the
Borrower of notice of the assertion of such demand, assertion, claim, action or
proceeding; and (b) the Borrower shall pay all costs and expenses of such
contest, including all attorneys fees.
3. The Borrower's rights and obligations herein shall continue in full
force and effect notwithstanding the expiration or termination of the Credit
Documents for any reason.
4. This Agreement shall be governed by Florida law. No modifications,
amendments or waivers of this Agreement, or any of its provisions, shall be
binding on any party unless evidenced by a written instrument duly executed by
the parties.
Dated as of the date first set forth above.
BANK OF AMERICA, N.A.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
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Its: Asst. Vice President
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REGENERATION TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Its: CFO/Sec/Treas.
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