EXHIBIT 10(C)
INDEMNIFICATION AGREEMENT
REGARDING PERSONAL GUARANTIES BY SELLERS
Indemnification Agreement ("Agreement") dated April 27, 1998 among
Guardian International, Inc. (the "Buyer") and Xxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxx
Xxxxxxx and Xxxx Xxxxx (collectively, the "Sellers").
RECITALS
A. Buyer and Sellers are parties to a Stock Purchase Agreement
effective as of April 17, 1998 pursuant to which Buyer agreed to purchase all of
the outstanding common stock, $.15 par value, of Precision Security Systems,
Inc. (the "Company") from Sellers.
B. Some or all of Sellers have executed personal guaranties with
respect to obligations of the Company.
C. Buyer has agreed to indemnify Sellers for any claims asserted
against them pursuant to personal guaranties made by Sellers on behalf of the
Company for claims arising from and after April 28, 1998.
AGREEMENT
1. INDEMNIFICATION FOR PERSONAL GUARANTIES. Buyer agrees to indemnify
and hold harmless the Sellers from and against any and all liabilities, damages,
claims, deficiencies, assessments, losses, suits, proceedings, actions,
investigations, penalties, interest, costs and expenses including, without
limitation, reasonable fees and expenses of counsel, amounts paid in settlement
and reasonable costs of investigation (whether suit is instituted or not and, if
instituted, whether at the trial or appellate level), whether in law or equity,
arising from or in connection with any liability of Sellers arising from and
after April 28, 1998 as personal guarantors with respect to obligations of the
Company.
2. ASSURANCES. The parties agree to execute, acknowledge, deliver and
file, or cause to be executed, acknowledged, delivered and filed, all further
instruments, agreements or documents as may be necessary to consummate the
transactions provided for in this Agreement and to do all further acts necessary
to carry out the purpose and intent of this Agreement.
3. WAIVER. No term or condition of this Agreement shall be deemed to
have been waived, nor shall there be any estoppel against the enforcement of any
provision of this Agreement, except by written instrument of the party charged
with the waiver or estoppel. No written waiver shall be deemed a continuing
waiver unless specifically stated therein, and each waiver shall operate only as
to the specific term or condition waived and shall not constitute a waiver of
the term or condition for the future or as to any act other than that
specifically waived.
4. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without reference to its
conflicts of law principles.
5. LITIGATION; PREVAILING PARTY. If litigation is brought concerning
this Agreement, the prevailing party shall be entitled to receive from the
non-prevailing party, and the non-prevailing party shall immediately pay upon
demand, all reasonable attorneys' fees and expenses for the prevailing party.
6. ASSIGNMENT. This Agreement shall inure to the benefit of and be
legally binding upon all successors and assigns of the parties.
7. ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding of the parties and supersedes all prior discussions, negotiations,
agreements and understandings, whether oral or written, with respect to its
subject matter. This Agreement may be modified only by a written instrument
properly executed by all parties to this Agreement.
8. SEVERABILITY. If any one or more of the provisions of this Agreement
is held invalid, illegal or unenforceable, the remaining provisions of this
Agreement shall be unimpaired, and the invalid, illegal or unenforceable
provision shall be replaced by a mutually acceptable valid, legal and
enforceable provision which comes closest to the intent of the parties.
IN WITNESS WHEREOF, this Agreement has been executed as of the date
first written above.
GUARDIAN INTERNATIONAL, INC.
By: _______________________________
Xxxxxxx Xxxxxxxx, President and
Chief Executive Officer
_______________________________
Xxxxx Xxxxxx, Individually
_______________________________
Xxxxxxx Xxxxx, Individually
_______________________________
Xxxx Xxxxxxx, Individually
_______________________________
Xxxx Xxxxx, Individually
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