ASSUMPTION AND INDEMNIFICATION AGREEMENT
This agreement is entered into this 24th day of February 1999, by and
between NACO Industries, Inc. a Utah corporation and RIMSHOT, LLC a Utah limited
liability company.
RECITALS
1. NACO Industries, Inc. and ▇▇▇▇▇ ▇▇▇▇ as guarantor have entered into
two lease agreements, copies of which are attached hereto.
2. RIMSHOT, LLC has agreed to assume said leases and to pay to NACO
Industries, Inc. any and all costs associated therewith.
AGREEMENT
RIMSHOT, LLC shall indemnify, defend, and hold NACO Industries, Inc.
harmless from any and all claims and damages (including reasonable attorneys'
fees and costs arising from the leases attached hereto and incorporated by
reference herein. RIMSHOT, LLC shall further indemnify, defend, and hold
lessor harmless from any and all claims and damages (including reasonable
attorneys' fees and costs) arising from any breach or default in the terms of
said lease agreements, or arising from any act, negligence, fault, or
omission of RIMSHOT or RIMSHOT'S agents, employees, or invitees, and from and
against any and all costs, reasonable attorneys' fees, expenses, and
liabilities incurred on or about such claim or any action or proceeding
brought on such claim.
NACO Industries, Inc.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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RIMSHOT, LLC
By /s/ ▇▇▇▇▇▇ ▇▇▇▇
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