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Document Preview Indemnification Agreement |
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Title: |
Indemnification Agreement |
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Date: |
2005 |
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Size: |
9KB total |
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Price: |
$33 |
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ID: |
#1218166 |
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THIS INDEMNIFICATION AGREEMENT, dated as of June 1, 1989, 1989, by and between ETHYL CORPORATION, a Virginia corporation (Ethyl), and its wholly-owned subsidiary, TREDEGAR INDUSTRIES, INC., a Virginia corporation (Tredegar), is entered into in connection with a Reorganization and Distribution Agreement dated as of the date of this Agreement (the Reorganization Agreement).
WHEREAS, the parties desire to indemnify, defend and hold harmless one another under certain circumstances that may arise in connection with the transactions contemplated in the Reorganization Agreement;
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the parties hereby agree as follows:
Terms used in this Agreement shall have the meanings assigned to them in the Reorganization Agreement.
Section 2.01. Indemnification by Ethyl. Except as set forth in the Tax Sharing Agreement, Ethyl shall indemnify, defend and hold harmless Tredegar and each of its Affiliates, each of their respective directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing (the Tredegar Indemnitees) from and against any and all losses, liabilities, claims, damages, obligations, payments, costs and expenses, matured or not matured, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, known or unknown (including without limitation, the costs and expenses of any and all Actions, threatened Actions, demands, assessments, judgments, settlements and compromises relating thereto and attorneys fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any such Actions or threatened Actions) (collectively, Indemnifiable Losses and, individually, an Indemnifiable Loss) of the Tredegar Indemnitees arising out of or due to the failure or alleged failure of Ethyl or any of its Affiliates to pay, perform or otherwise discharge in due course any of the Ethyl Liabilities.
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