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Exhibit 10.23
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered
into on the ____ day of February, 1997, among TWO TWO FIVE NORTH MILITARY
CORP., a Florida corporation ("225"), PALM BEACH FINANCE AND MORTGAGE
COMPANY, a Florida corporation ("PBF"), and FIRST CHOICE AUTO FINANCE,
INC., a Florida corporation ("FCAF").
W I T N E S S E T H:
THIS AGREEMENT is made and entered into under the following
circumstances:
A. FCAF is acquiring the assets of 225 and PBF;
B. 1st United Bank has extended credit to 225 and PBF pursuant to
that certain Business Loan Agreement dated May 8, 1996, as to which Xxxxx
X. Xxxxxxxxxx ("XXX") and Xxxxxxxx X. Xxxxxxxxxx ("BEB") are guarantors
(225, PBF, XXX and BEB are referred to herein as the "Indemnified Parties"
and the obligations of 225, PBF, XXX and BEB under such Business Loan
Agreement are referred to herein as the "Obligations").
NOW, THEREFORE, in consideration of the foregoing recitals and other
good and valuable consideration, the parties hereto covenant and agree as
follows:
1. Indemnification. FCAF shall indemnify and hold harmless the
Indemnified Parties from and against the Obligations, including payments,
liabilities, costs (including attorneys fees and costs), and penalties
thereunder, however arising.
2. Indemnification Procedure.
(a) Claim for Indemnity. If a claim shall arise for which any
Indemnified Party shall be entitled to indemnification hereunder, the
Indemnified Party shall notify FCAF in writing on receipt of notice of, or
an Indemnified Party's obtaining actual knowledge of, such claim. Such
notice shall specify all facts known to the Indemnified Party giving rise
to such indemnity rights.
(b) Right to Defend. If the facts giving rise to any claim for
indemnification shall involve any actual or threatened action or demand by
any third party against an Indemnified Party, FCAF shall be entitled
(without prejudice to the Indemnified Party's right to participate at its
own expense through counsel of its own choosing), at its expense and
through a single counsel of its own choosing, to defend or prosecute such
claim in the name of FCAF, or if necessary, in the name of the Indemnified
Party. In any event, the Indemnified Party shall give FCAF advance written
notice of any proposed compromise or settlement of any such claim. If the
remedy sought in any such action or demand is solely money damages, FCAF
shall have fifteen (15) days after receipt of such notice of settlement to
object to the proposed compromise or settlement, and if it does so object,
FCAF shall be required to undertake, conduct and control, through counsel
of its own choosing and at its sole expense, the settlement or defense
thereof, and the Indemnified Party shall cooperate with the Indemnifying
Party in connection therewith.
3. Notices. All notices, requests, consents, and other
communications hereunder shall be in writing and delivered to the person to
whom the notice is directed, either (i) in person, (ii) by U.S. Mail, as
registered or certified item with return receipt requested, (iii) delivered
by delivery service, or (iv) sent by facsimile, telex or telecopy. Notices
delivered by mail shall be deemed to be given when deposited in a post
office or other depository under the care or custody of the United States
Postal Service, enclosed in a wrapper, addressed properly with proper
postage affixed or when received at the address set forth herein if
delivered or sent by facsimile. All notices shall be addressed as follows:
If to an Indemnified Party: Xxxxx X. Xxxxxxxxxx
00000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx
If to FCAF: First Choice Auto Finance, Inc.
0000 X. Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
or to such other address or addresses as the party addressed may from time
to time designate to the others in writing in accordance with this
paragraph.
4. Counterparts. This Agreement may be executed in one or more
counterparts by the parties by the parties hereto, and all such
counterparts together shall constitute one and the same agreement.
5. Successors, etc. This Agreement is for the benefit of the
parties hereto, and shall be binding upon them, together with their
respective heirs, executors, administrators, successors, and assigns. No
right or obligation created hereunder shall be assignable or delegable by
any party hereto without the prior written consent of every other party
hereto.
6. Governing Law; Jurisdiction. The validity, interpretation, and
performance of this Agreement shall be governed by the laws of the State of
Florida, without giving effect to the principles of comity or conflicts of
laws thereof. Each party hereto agrees to submit to the personal
jurisdiction and venue of the state and federal courts located in Brevard
County, Florida, for a resolution of all disputes between the parties
arising in connection with this Agreement, and hereby waives the claim or
defense therein that such courts constitute an inconvenient forum.
7. Costs of Enforcement. In the event a party initiates legal
action (including both trial and appellate proceedings) to enforce his or
its rights hereunder, the prevailing party in such action shall recover
from the non-prevailing party in such action his or its reasonable
litigation expenses (including, but not limited to reasonable attorneys'
fees and court costs) of all such proceedings.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
FCAF:
FIRST CHOICE AUTO FINANCE, INC.
By: /S/ J. Xxxx Xxxxxxxxxx, Xx.
Title: Vice President
225:
TWO TWO FIVE NORTH MILITARY
CORP.
By: Xxxxx Xxxxxxxxxx
Title: President
PBF:
PALM BEACH FINANCE AND
MORTGAGE COMPANY
By:Xxxxx Xxxxxxxxxx
Title:President
