DEED OF INDEMNITY
THIS DEED OF INDEMNITY made the day of 2000 by XXXX XXXXX of
XXXXXXXXXX XXXXX, XXXXXXXXXXX, XX. XXXX (Xx. Xxxxx) in favour of XXXXXXX &
YALE, INC. a Massachusetts corporation with a principal place of business
located at 00 Xxxxxxxxx Xxxx, Xxxxx, Xxx Xxxxxxxxx, XXX (S & Y) and CORKOPT
LIMITED a company organised under the laws of Ireland having its registered
office at XXXXXXXXXX XXXXX, XXXXXXXXXXX, XX. XXXX (the "Company")
THIS DEED PROVIDES AS FOLLOWS:
1. INDEMNITY
In consideration of S & Y agreeing in the Stock Purchase Agreement of
even date between S & Y of the first part, the Company of the second
part, Xx. Xxxxx, Xxxx Xxxxx and Xxxxxx Xxxxx of the third part to
purchase the Shares (as therein defined) in the Company for the
consideration as set out therein Xx. Xxxxx hereby agrees to indemnify
and keep S & Y and the Company indemnified against all losses, charges,
damages, costs and expenses arising as a result of any liability
incurred by the Company for any tax, interest or penalties payable
arising (whether directly or indirectly) out of the royalties paid by
the Company to Xx. Xxxxx in the period from December 1994 to May 2000
on foot of the Patent Royalty Agreement dated 1st September 1994.
2. DEMAND
2.1 If S & Y or the Company incurs any loss, charge, damages, costs or
expense as referred to in clause 1 hereof Xx. Xxxxx shall pay to S & Y
or to such third party as it may direct within 7 days of receipt of a
demand an amount equal to the amount of such loss, charge, damages,
costs or expense.
2.2 A Demand shall be sufficiently served on Xx. Xxxxx if made to his
address set out above by letter and shall be effective on the date 2
days after posting of the said letter by S & Y.
3. XX. XXXXX'X LIABILITY
This Deed shall:
(a) be a continuing indemnity and shall not be discharged by any
intermediate settlement of any amount owing hereunder to S & Y
and shall remain in effect until any amount owing hereunder is
discharged in full;
(b) remain in force notwithstanding any amendment at any time to
the provisions of the Stock Purchase Agreement.
4. CURRENCY
Irish Pounds is the currency of account and payment for each and every
sum at any time due from or payable by Xx. Xxxxx hereunder.
5. LAW
This Deed shall be governed by and construed in accordance with Irish
Law.
IN WITNESS WHEREOF this Deed has been executed by Xx. Xxxxx on the date written
above.
SIGNED SEALED and
DELIVERED by XXXX XXXXX
in the presence of:
