INDEMNIFICATION AGREEMENT
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This is an agreement between Tartan Technical, Inc., ("Seller"), 00
Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, on the one hand, and Cadapult Graphic
Systems, Inc. ("Buyer"), 000 XxxxxxxxXxxxx, Xxxxxxxxx, Xxx Xxxxxx,xx the other
hand.
WHEREAS, Buyer this day is purchasing Seller's business located at 00
Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, (the "Business");
NOW THEREFORE:
1. Seller agrees to indemnify and hold Buyer, its affilliates, and their
respective shareholders, directors, officers, employees and agents (the "Buyer
Indemnitees") harmless from andagainst:
a. any claims asserted against the Buyer Indemnitees arising out of
Seller's purchase or ownership of the Business prior to the closing or sale of
the Business and not assumed by buyer in writing; and,
b. any claim arising pursuant to Seller's representations and
warranties contained in the Asset Purchase Agreement or the Xxxx of Sale
executed this date.
Seller's indemnification pursuant to this paragraph shall include the Buyer's
Indemnitee's legal fees and other reasonable expenses.
2. Buyer agrees to indemnify and hold Seller, its affilliates, and their
respective shareholders, directors, officers, employees and agents and Xxxxxx X.
and Xxxxxxxx XxXxxx (the "Seller Indemnitees") harmless from and against:
a. any claims asserted against the Seller Indemnitees arising out of
Buyer's purchase or ownership of the Business after the closing or sale of the
Business and not assumed by Seller in writing; and,
b. any claim arising pursuant to Buyer's representations and warranties
contained in the Asset Purchase Agreement or the Xxxx of Sale executed this
date.
Buyer's indemnification pursuant to this paragraph shall include the Seller's
Indemnitee's legal fees and other reasonable expenses.
SELLER: BUYER:
Tartan Technical, Inc. Cadapult Graphic Systems, Inc.
BY: /s/ Xxxxxx X. XxXxxx Xxxxxxx Xxxxx, President
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Xxxxxx X. XxXxxx, President Xxxxxxx Xxxxx, President
Date: January 7, 1999
