EXHIBIT 10.169
INDEMNIFICATION AGREEMENT
THIS INDEMNITY AGREEMENT ("Agreement") is made as of the 30th day of
May 1997 between NuOasis Gaming Inc., a Delaware corporation, with its principal
office located in Irvine, California (referred to herein as "Indemnitee") and
Xxxx Xxxxxxx'x XX, Inc., a Delaware corporation with an office in Irvine,
California (referred to herein as "Indemnitor").
IN CONSIDERATION of the sum of Ten Dollars ($10), and other good and
valuable consideration, the receipt and sufficiency of which is acknowledged, it
is hereby agreed:
1. INDEMNIFICATION FOR CLAIMS. Indemnitor shall indemnify and hold Indemnitee
harmless from any and all liability, cost, loss or damage Indemnitee may
suffer or incur as a result of any claim, demand or judgment against
Indemnitee arising out of a claim by a third party that constitutes a
breach of any representation or warranty by NuOasis Gaming, Inc. under that
certain Stock Purchase Agreement by and between NuOasis Gaming, Inc. and
the shareholders of National Pools Corporation or that is due to the
assertion of a claim by any third party or the attempt to collect debt by
any third party purportedly due from NuOasis Gaming, Inc. and not
specifically set forth in Exhibit G to such Stock Purchase Agreement or
otherwise or that is due to the acquisition or disposition or management of
Casino Management of America, Inc. by NuOasis Gaming, Inc. prior to May 30,
1997; provided, however, Indemnitor shall have no liability under this
indemnity to the extent such loss, cost, or damage is the direct result of
the actions or omissions of management of Indemnitee on and after May 5,
1997.
2. DEFENSE OF CLAIMS. Indemnitor also agrees to defend or reimburse Indemnitee
for its reasonable costs in defending any claims brought or actions filed
against Indemnitee with respect to the subject of the indemnity contained
herein, including those which may not result in a payment of indemnity due
to Indemnitor's action or inaction after Indemnitor ceased to control
Indemnitee's affairs, whether such claims or actions are rightfully or
wrongfully brought or filed, provided, in any case, Indemnitor controls the
defense of such claim or suit and Indemnitee complies with Paragraph 4
below. Control of defense shall mean the right to select defense counsel,
which shall be reasonably acceptable to Indemnitee, and, after
consultations with Indemnitee, to determine the defense strategy, to
authorize any settlement offer made to plaintiff(s) and to accept or to
reject any settlement offer made by plaintiff(s).
3. TERM OF INDEMNITY. The indemnity under this Agreement shall commence on the
date hereof, and shall continue in full force and effect until June 30,
2002, and beyond that date for any claim or action brought before that
date.
4. NOTICE OF CLAIMS BY INDEMNITEE. Indemnitee agrees to notify Indemnitor in
writing within ten (10) days by registered mail, return receipt requested,
at Indemnitor's address, of any claim made against Indemnitee in respect to
obligations for which Indemnitee is hereby indemnified by Indemnitor
against or for which Indemnitor is obligated to provide a defense.
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5. MISCELLANEOUS.
A. FURTHER ASSURANCES. At any time and from time to time, after the
effective date, each party will execute such additional instruments
and take such action as may be reasonably requested by the other party
to confirm or otherwise to carry out the intent and purposes of this
Agreement.
B. WAIVER. Any failure on the part of any party hereto to comply with any
of its obligations, agreements, or conditions hereunder may be waived
in writing by the party to whom such compliance is owed.
C. NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person
or sent by prepaid first class registered or certified mail, return
receipt requested to the parties hereto, or their designees, as
follows, or at such other address as either party may subsequently
provide to the other pursuant to this paragraph:
To Indemnitee: NuOasis Gaming, Inc.
000 00xx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Telefax: (000) 000-0000
To Indemnitor: Xxxx Xxxxxxx'x XX, Inc.
0 Xxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Telefax: (000) 000-0000
D. HEADINGS. The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
E. GOVERNING LAW. This Agreement was negotiated and is being contracted
for in the State of California, and shall be governed by the laws of
the State of California, notwithstanding any conflict-of-law provision
to the contrary.
F. BINDING EFFECT. This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective
heirs, administrators, executors, successors, and assigns.
G. ENTIRE AGREEMENT. This Agreement contains the entire agreement between
the parties hereto and supersedes any and all prior agreements,
arrangements, or understandings between the parties relating to the
subject matter hereof. No oral understandings, statements, promises,
or inducements contrary to the terms of this Agreement exist. No
representations, warranties, covenants, or conditions, express or
implied, other than as set forth herein, have been made by any party.
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H. SEVERABILITY. If any party of this Agreement is deemed to be
unenforceable, the balance of this Agreement shall remain in full
force and effect.
I. COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument and may
be delivered in original or by facsimile or similar instantaneous
electronic transmission device pursuant to which the signature of or
on behalf of such party can be seen, and in such case the facsimile
execution and delivery shall be considered valid, binding and
effective for all purposes. At the request of any party hereto, all
parties agree to deliver an original of this Agreement as well as any
facsimile, telecopy or other reproduction hereof subsequent to the
effective date.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
"Indemnitor"
XXXX XXXXXXX'X XX, INC.
By: /S/ XXXX X. XXXX
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Xxxx X. Xxxx
"Indemnitee"
NuOASIS GAMING, INC.
By: /S/ XXXXXX XXXXXXXXXX
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Name: Xxxxxx Xxxxxxxxxx
Title: President
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