INDEMNIFICATION AGREEMENT
This Indemnification Agreement (the "Agreement") is made
between and among Hallmark Financial Services, Inc., a Nevada
corporation, and American Hallmark General Agency, Inc., a Texas
corporation ("American Hallmark"), acting jointly and severally
(singly and collectively herein termed "Indemnitor" or
"Indemnitors"), and Xxxxxx X. Xxxxxxxx and Xxxxxxx Xxxxx, Sr.
("Indemnitee" or "Indemnitees", as appropriate).
WHEREAS, Indemnitees are shareholders, directors and
officers of Hallmark Underwriters, Inc. ("Company") a Texas
corporate managing general agency; and
WHEREAS, Company provides a facility for certain insurance
products under the terms of a facilities and services agreement
between Indemnitors and Company; and
WHEREAS, since such facility provided by Company directly or
indirectly benefits both Indemnitors, Indemnitors are willing to
provide the indemnification herein; and
NOW, THEREFORE, in consideration of the foregoing and other
good and valuable considerations, Indemnitors agree as follows:
1. Acknowledgment of Consideration. Indemnitors acknowledge
that the facility for the insurance business provided by the
Company will directly or indirectly benefit Indemnitors and
that the indemnification provided herein is a condition
precedent for the Company to enter into such agreement with
Indemnitors.
2. Indemnification. Indemnitors shall indemnify, defend, and
hold Indemnitees harmless for any loss, liabilities, or
damages due to or arising from their positions as
shareholders, directors, or officers of the Company, or any
other loss, liability, or damage arising from the agreement
between Indemnitors and the Company, provided that any such
loss, liability, or damage does not arise from, or is not
due substantially to the wrongful act of the Indemnitee
seeking indemnification separately for loss, liability, or
damages arising from his or her separate and individual
positions as shareholder, director, or officer of the
Company. It is understood that the act of one Indemnitee
does not affect the right of the other Indemnitee for
purposes of seeking indemnification hereunder.
3. Primary Obligation. Indemnitees may, at their option,
proceed directly against Indemnitors for any right of
indemnification provided herein without being required to
proceed first against another Indemnitor or another party
primarily liable. It is understood that Indemnitors shall
have rights of subrogation for any indemnification provided
hereunder and may proceed to recover any such loss,
liability, or damage indemnified hereunder in the name of
either Indemnitee, as appropriate, and such Indemnitee shall
provide full cooperation to Indemnitor.
4. Attorney's Fees. The prevailing party in any legal
proceeding necessary to enforce or interpret the terms of
this Agreement shall be entitled to reasonable attorney's
fees and court costs, in addition to any other recoveries
allowed by law, from the opposing party.
5. Governing Law. The laws of the state of Texas shall govern
this Agreement, and venue shall lie in Dallas County, Texas.
Jurisdiction and venue for actions brought hereunder shall
be in Dallas County, Texas.
Executed as of the date set forth below effective the
day of ______________________, 199_.
INDEMNITORS
DATED: AMERICAN HALLMARK GENERAL AGENCY, INC.
By
Its
DATED: HALLMARK FINANCIAL SERVICES, INC.
By
Its
INDEMNITEES
DATED: XXXXXX X. XXXXXXXX
DATED: XXXXXXX XXXXX, SR.
