EXHIBIT 10.8
Indemnity Agreement
THIS AGREEMENT made and entered into this 31st day of March, 2000, by and
among Xxxx Plastic Enterprises, Inc., an Ohio corporation, and Xxxxx Xxxxxx
(joint and severally known as the "Indemnitors"), and OurPet's Company, a
Colorado corporation, Xxxxxx Xxxxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxxxx Xxxxxxx and
Xxxxxxxxxxx Xxxxxxx (individually and collectively known as the "Indemnitees").
WHEREAS, Indemnitors are purchasing certain assets from OurPet's Company
(formerly known as Napro, Inc.) associated with its subsidiary, Sanar
Manufacturing ("Sanar"); and
WHEREAS, Indemnitees incurred debt with the Lake County Small Business
Assistance Corporation, in the form of Small Business Administration secured
loans (hereinafter "SBA loans") in connection with its purchase and operation of
Sanar, and executed guarantees for such debt; and
WHEREAS, the outstanding balance of the one SBA Loan will be $115,053.59
after March 31, 2000 and the outstanding balance on the other SBA Loan will be
$106,655.75 after March 31, 2000; and
WHEREAS, the guarantees on the above outstanding balances will remain in
effect subsequent to the OurPet's Company's sale of Sanar's assets to the
Indemnitors; and
WHEREAS, Indemnitees are only able to proceed with the sale of Sanar's
assets to the Indemnitors if Indemnitors are willing to indemnify and hold
Indemnitees harmless as hereinafter set forth:
NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants hereinafter set forth, and intending to be legal bound hereby, agree
as follows:
1. Indemnification. Indemnitors agree to indemnify and hold Indemnitees
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harmless from and against any and all claims, damages, actions, causes of
action, costs and expenses (including legal fees) made against or incurred by
Indemnitees as a result of Indemnitees' guarantees on the aforementioned SBA
loans.
2. Insurance. Indemnitor, Xxxxx Xxxxxx, shall obtain life insurance
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coverage in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00),
naming OurPet's Company as the beneficiary, and the remaining individual
Indemnitees as alternate beneficiaries. The coverage amount of such life
insurance may be adjusted on a periodic basis, no more frequent than annually,
as the outstanding balances on the aforementioned SBA Loans are reduced.
Adjustments to the coverage amount shall be made with the prior knowledge and
consent of the Indemnitees, said consent not to be unreasonably withheld.
3. Notice. Indemnitees agree to give Indemnitors prompt notice of all
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claims made against Indemnitees, which Indemnitees believe are subject to the
indemnification under this Agreement.
4. Governing Law; Venue. This Agreement shall be construed and enforced
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in accordance with the laws of the State of Ohio. Indemnitors agree that any
action brought by any party to enforce the provisions of this Agreement shall be
in the appropriate state or federal court situated in Cuyahoga County, Ohio.
5. Binding Agreement. This Agreement shall inure to and be binding upon
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the parties hereto and their respective successors, heirs and assigns.
6. Entire Agreement; Modification. This Agreement shall constitute the
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entire agreement among the parties and shall supersede any previous agreements,
whether oral or written, in all respects. The Agreement shall not be modified,
altered, or amended, except in writing signed by all the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.
WITNESSES: INDEMNITORS:
Xxxx Plastics Enterprises, Inc
/s/ XXXXXX X. XXXX By: /s/ XXXXX XXXXXX
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/s/ XXXXX X. XXXX Its: President
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/s/ XXXXX XXXXXX
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Xxxxx Xxxxxx
INDEMNITEES:
OurPet's Company (fka Napro, Inc.)
/s/ XXXX X. XXXXXXX By: /s/ XXXXXX XXXXXXX
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Its: Pres./CEO
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/s/ XXXX X. XXXXXXX /s/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx
/s/ XXXX X. XXXXXXX /s/ XXXXXXXXX XXXXXXX
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Xxxxxxxxx Xxxxxxx
/s/ XXXX X. XXXXXXX /s/ XXXXXXXX XXXXXXX
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Xxxxxxxx Xxxxxxx
/s/ XXXX X. XXXXXXX /s/ XXXXXXXXXXX XXXXXXX
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Xxxxxxxxxxx Xxxxxxx
