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Exhibit 10.(iii)
INDEMNITY AGREEMENT
THIS AGREEMENT dated for reference the 28th day of March, 2001.
BETWEEN:
MFC BANCORP LTD., a corporation incorporated under the laws of
the Province of British Columbia, Canada and having an office at
00 Xxxx Xxxxxx, Xxxxxx 0 Xxxxxxx
("MFC")
AND:
ICHOR CORPORATION, a corporation incorporated under the laws of
the State of Delaware in the United States and having an office
at 00 Xxxx Xxxxxx, Xxxxxx 0 Xxxxxxx
("ICHOR")
WHEREAS:
A. ICHOR and certain shareholders of Hippocampe S.A. (the "Hippocampe
Shareholders") entered into share exchange agreements (the "Share
Exchange Agreements") dated for reference December 13, 2000 pursuant to
which the Hippocampe Shareholders agreed to contribute their common
shares of Hippocampe to ICHOR in exchange for the issuance by ICHOR to
the Hippocampe Shareholders of shares of common stock or securities
exchangeable into shares of common stock of ICHOR (the "Share
Exchange"); and
B. It is a condition to the obligations of the Hippocampe Shareholders
pursuant to the Share Exchange Agreements that ICHOR receive an
indemnity from MFC, from and against all lawsuits, actions or similar
claims arising out of the business and undertakings of ICHOR prior to
the closing of the Share Exchange; and
C. MFC has agreed to indemnify and hold harmless ICHOR from and against
all such lawsuits, claims or actions arising out the business and
undertakings of ICHOR prior to the closing of the Share Exchange;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT for and in consideration of the sum
of $1.00 now paid by ICHOR to MFC, the promises, covenants and agreements
hereinafter
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set forth and provided for, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
PART 1
INTERPRETATION
1.1 DEFINITIONS
In this Agreement except as expressly provided or as the context otherwise
requires:
(a) "AGREEMENT" means this Indemnity Agreement, and includes all
amendments, supplements and restatements of this Agreement; and
(b) "EFFECTIVE DATE" means March 28, 2001.
PART 2
MFC'S COVENANTS AND INDEMNITY
2.1 MFC covenants and agrees to indemnify and save harmless ICHOR from and
against any and all lawsuits, actions or similar claims which have been
or may be asserted against ICHOR arising out of the business and
undertakings of ICHOR prior to the Effective Date, net of any tax
benefits to ICHOR, provided that nothing herein shall oblige MFC to
indemnify ICHOR against payment of its obligations, in the ordinary
course, as they come due.
PART 3
GENERAL PROVISIONS
3.1 This Agreement will enure to the benefit of and be binding on the
parties and their respective successors and assigns.
3.2 This Agreement is to be governed by and interpreted in accordance with
the laws of the Province of British Columbia.
3.3 Each party will execute and deliver such further Agreements, documents
and assurances and do such further acts and things as either party
reasonably requests to evidence and carry out and to give full force
and effect to the intent of this Agreement.
3.4 This Agreement comprises the entire Agreement between the parties with
respect to the subject matter hereof.
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3.5 This Agreement may be executed by facsimile and in separate
counterparts, each of which is an original, and all of which shall
constitute one and the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date and year first above written.
MFC BANCORP LTD.
By: /s/ X.X. Xxxxx
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Name: X.X. Xxxxx
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Title: President
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ICHOR CORPORATION
By: /s/ Pierre-Xxxxxxxx Xxxxxx
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Name: Pierre-Xxxxxxxx Xxxxxx
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Title: President
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