AGREEMENT OF INDEMNIFICATION
Exhibit 10.1
AGREEMENT OF INDEMNIFICATION
This Agreement of Indemnification (“Agreement”) is made and entered into as of October 22, 2008, by and between Matinee Media Corporation, a Nevada corporation (“Matinee”), and Xxxxxx X. Xxxxxx, a resident of the State of Texas (“Xxxxxx”).
Recitals:
Matinee and Xxxxxx are parties, as plaintiffs, to that certain legal proceeding in the United States District Court for the Western District of Texas, Austin Division, styled Xxxxxx X. Xxxxxx and Matinee Media Corporation v. Xxxx Xxxxxxx, Voyager Charters, L.L.C., KMR Aviation, Inc. and Guardian Air Services, L.L.C. (the “Litigation”).
Voyager Charters, L.L.C., a defendant in the Litigation, has filed a counterclaim against Matinee and Xxxxxx.
Matinee and Xxxxxx agree that any and all of the recovery received by either Matinee or Xxxxxx pursuant to the Litigation (the “Proceeds”) will be the property of Xxxxxx.
In consideration of the foregoing, Xxxxxx is willing to indemnify Matinee and hold it harmless from and against any and all losses, including expenses, of Matinee related to the Litigation.
The parties agree as follows:
1. Matinee hereby assigns to Xxxxxx all of its right to and interests in the Proceeds and, subject to paragraph 3 below, will immediately transfer to Xxxxxx any Proceeds Matinee receives.
2. Xxxxxx hereby indemnifies and agrees to hold Matinee harmless (without duplication) from any and all losses that Matinee suffers or incurs as a result of or relating to the Litigation, including any and all costs and expenses (including, without limitation, reasonable attorneys fees) that may be incurred by Matinee relating in any way to the Litigation, including without limitation the expenses incurred by the Special Committee of the Board of Directors of Matinee incurred in connection with the Litigation and this agreement, and in enforcing the terms hereof.
3. Within ten days after written notice by Matinee to Xxxxxx of any losses suffered by Matinee relating to the Litigation described in paragraph 2 above, with reasonable supporting documentation, Xxxxxx agrees to pay to Matinee all funds that Xxxxxx is obligated to pay hereunder. To the extent Matinee is entitled to payments from Xxxxxx for indemnification pursuant to paragraph 2 above, and such payment is not made pursuant to this paragraph 3, Matinee may, at its option, set-off against other sums payable to Xxxxxx, or any affiliate of Xxxxxx, by Matinee, or any Proceeds received by Matinee, the indemnification obligation not paid by Xxxxxx.
4. This Agreement shall be binding upon and enforceable by the successor and assigns of each of the parties hereto.
5. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, regardless of laws that might otherwise govern under applicable principles of conflicts of laws thereof.
6. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
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MATINEE: |
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MATINEE MEDIA CORPORATION |
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By: |
/s/ XXXXX X. XXXXXXXXX |
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Xxxxx X. Xxxxxxxxx, |
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V. P. and Chief Financial Officer |
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XXXXXX: |
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/s/ XXXXXX X. XXXXXX |
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Xxxxxx X. Xxxxxx, individually |
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