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EXHIBIT 10.27
INDEMNIFICATION AGREEMENT
This INDEMNIFICATION AGREEMENT (the "Agreement") is entered into
as of the 10th day of February, 1998 by and between INTERVISUAL BOOKS, INC.
("Company") and XXXXX XXXX and THE XXXX FAMILY TRUST (Trust Agreement dated May
30, 1980, as amended) (collectively "Guarantors").
R E C I T A L S:
A. As a condition precedent to Santa Xxxxxx Bank ("Bank") making
loans to Company (the "Loans"), Bank has required Guarantors guarantee the
Loans. Guarantors have agreed to guarantee the Loans pursuant to certain
documents from Guarantors to Bank (the "Guarantees").
B. Guarantors have requested that Company indemnify them against
any liability to Bank as a result of such Guarantees and Company desires to
grant such indemnification.
A G R E E M E N T
1. Indemnification. Company hereby indemnifies Guarantors and
agrees to hold them harmless from any loss, cost or damage of any nature
whatsoever (including attorneys' fees) with respect to any claims, action,
litigation, administrative or other proceedings (collectively "Claims") arising
out of or related to the Guarantees. It is the intention of Company to indemnify
Guarantors, pursuant to the preceding sentence, to the fullest extent permitted
by law, and this indemnification will include all reasonable costs and expenses
incurred by Guarantors in good faith with respect to any such Claims.
2. Survival. This Agreement shall survive, and shall not be
affected, by any modifications or amendments to the Guarantees or any documents
evidencing the Loans.
3. Counterparts. This Agreement may be executed in any number of
counterparts and all counterparts taken together shall represent one and the
same Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this
INDEMNIFICATION AGREEMENT as of the day and year first above written.
"Company"
INTERVISUAL BOOKS, INC.
By: /s/ Xxxxxx Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxx Xxxxxxxx,
President and Chief Operating Officer
"Guarantors"
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, an individual
The Xxxx Family Trust
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, Trustee
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