INDEMNIFICATION AGREEMENT
This Agreement, made this 25th day of August, 1997, by and between
Celestial Ventures Corporation ("Celestial"), a Nevada corporation, with a
principal place of business located at 000 Xxxxx 00, Xxxxxxx #000, Xxxxxx, Xxx
Xxxx and Xxxx Xxxxxx ("Xxxxxx"), residing at 0 Xxxxxx Xxxx Xxxx, Xxx Xxxxx, Xxx
Xxxxxx.
WITNESSETH
WHEREAS, Celestial has been named as a Defendant in the matter of Xxxxx
X. Xxxxxxx, et al. vs. Celestial Ventures Corporation, et al., No. 96-42066, In
the District Court of Xxxxxx County, Texas (hereinafter the "Texas Litigation");
and
WHEREAS, Xxxxxx wishes to indemnify and save harmless Celestial from
and against any and all liability loss, damages, interest, judgments and liens,
and any and all costs and expenses (including, but not limited to counsel fees
and disbursements) incurred by Celestial in connection with the Texas
Litigation; and
WHEREAS, Celestial wishes to be so indemnified;
NOW, THEREFORE, for one dollar and other valuable consideration for the
mutual covenants and agreements herein contained, the parties hereto, intending
to be legally bound, agree as follows:
1. Xxxxxx will pay on behalf of Celestial any amount which Celestial is, or
becomes, legally obligated to pay because of the claim or claims made
against it in the Texas Litigation. Xxxxxx will indemnify and save harmless
Celestial from and against any and all liability loss, damages, interest,
judgments and liens, and any and all costs and expenses (including, but not
limited to counsel fees and disbursements) incurred by Celestial in
connection with the Texas Litigation. The payments which Xxxxxx will be
obligated to make under this agreement shall include, without limitation,
damages, judgments, settlements and costs, including the cost of
investigation, and cost of defense of the action, claims or proceedings and
appeals therefrom, and cost of attachment or similar bonds; provided
however, that Xxxxxx shall not be obligated to pay fines or other
obligations of fees imposed by law or otherwise, which he is prohibited by
applicable law from paying as indemnity or for any other reason.
2. This Agreement contains the entire understanding of the Parties with respect
to the subject matter hereof. This Agreement supersedes all prior agreements
and understanding between the parties with respect to the subject matter
hereof.
3. This Agreement shall be binding upon all successors and assigns of Xxxxxx
and shall inure to the benefit of Celestial's successors and assigns
(including any transferer of all, or substantially all of its assets and any
successor by merger, or operation of law)
4. This agreement shall be governed by and construed in accordance with New
York law.
5. If any provisions of this Agreement shall be held to be invalid, illegal or
unenforceable for any reason whatsoever, (i) the validity, legality and
enforceability of the remaining provisions of this agreement (including
without limitation, all portions of any paragraphs of this agreement
containing any such provision held to be invalid, illegal or unenforceable,
that are not by themselves invalid, illegal or unenforceable) shall not in
any way be affected or impaired thereby, and (ii) to the fullest extent
possible, the provisions of this agreement (including, without limitation,
all portions of any paragraph of this agreement containing any such
provision held to be invalid, illegal or unenforceable, that are not
themselves invalid, illegal or unenforceable shall be construed so as to
give effect to the intent of the parties that Xxxxxx indemnify Celestial to
the fullest enforceable extent.
IN WITNESS WHEREOF, the Agreement has been duly executed and delivered
by the duly authorized officer of Celestial, as well as by Xxxx Xxxxxx
individually, as of the date first above written.
CELESTIAL VENTURES CORPORATION
By:
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Xxxxx Xxxxxxxxxxx, President
By:
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Xxxx Xxxxxx
