EXHIBIT 10.170
INDEMNIFICATION AGREEMENT
THIS INDEMNITY AGREEMENT ("Agreement") is made as of the 30th day of
May 1997 between NuOasis Gaming Inc., a Delaware corporation, with its principal
office located in Irvine, California (referred to herein as "Indemnitor") and
Xxxx Xxxxxx Xxxx, an individual residing in Irvine, California and former
President of the Board of NuOasis Gaming, Inc. (referred to herein as
"Indemnitee").
IN CONSIDERATION of the sum of Ten Dollars ($10), and other good and
valuable consideration, including Indemnitee's termination of that certain
Employment Agreement dated August ___, 1995, such termination to be effective
upon the closing of the sale of all 250,000 shares of Series B Preferred Stock
issued by NuOasis Gaming, Inc. to Xxxxxx Xxxxxxxxxx and/or his assignees by Xxxx
Xxxxxxx'x XX, Inc., (the "Resignation Date"), the receipt and sufficiency of
which is acknowledged, it is hereby agreed:
1. INDEMNIFICATION FOR PAST SERVICES. Indemnitor shall indemnify Indemnitee
from any and all liability, cost, loss or damage Indemnitee may suffer or
incur as a result of claims, demands or judgments against Indemnitee
arising from Indemnitee's past services in any capacity to Indemnitor
brought by any third party, except to the extent the same are due to any
intentionally wrongful or bad faith act of Indemnitee, but not excluding
liability, loss or damage to Indemnitee attributable to the action or
inaction by Indemnitee's successors in the management of Indemnitor for
which Indemnitor shall be responsible.
2. DEFENSE OF CLAIMS. Indemnitor also agrees to defend or reimburse Indemnitee
for his reasonable costs in defending any claims brought or actions filed
against Indemnitee with respect to the subject of the indemnity contained
herein, including those which may not result in a payment of indemnity due
to Indemnitor's bad faith or intentionally wrongful act or omissions,
whether such claims or actions are rightfully or wrongfully brought or
filed, provided, in any case, Indemnitor controls the defense of such claim
or suit and Indemnitee complies with Paragraph 4 below.
3. TERM OF INDEMNITY. The indemnity under this Agreement shall commence on the
date hereof, and shall continue in full force and effect until June 30,
2002 and beyond that date for any claim or action brought before that date.
4. NOTICE OF CLAIMS BY INDEMNITEE. Indemnitee agrees to notify Indemnitor in
writing within ten (10) business days by registered mail, return receipt
requested, at Indemnitor's address, of any claim made against Indemnitee in
respect to obligations for which Indemnitee is hereby indemnified by
Indemnitor against or for which Indemnitor is obligated to provide a
defense.
5. RELEASE OF CLAIMS BY INDEMNITOR. Indemnitor hereby releases Indemnitee from
any and all claims or causes of action, of any sort whatsoever, excepting
only claims based on bad faith, intentional misappropriation of funds for
personal use, which Indemnitor may now or may hereafter have against
Indemnitee from arising out of any action or omission of Indemnitee in his
capacity as a direction or officer of Indemnitor from the beginning of time
through the Resignation Date.
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6. RELEASE OF CLAIMS BY INDEMNITEE. Indemnitee hereby releases Indemnitor from
any and all claims and causes of action of any sort whatsoever, excepting
only compensation due under any agreement entered into by the parties or
agreed to be assumed by Indemnitor or Xxxxxx Xxxxxxxxxx as part of the
purchase by Xxxxxx Xxxxxxxxxx and assigns of Series B Preferred Stock of
Indemnitor.
7. UNKNOWN CLAIMS. This release extends to claims which the parties may not
know or suspect to exist at the time of executing this Agreement and the
parties hereby waive the benefit of Section 1542 of the California Civil
Code (and all other statutes and court decisions of similar import) which
is set forth below:
"A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him must have
materially affected his settlement with the debtor."
8. ASSISTANCE WITH CLAIMS. In addition to the indemnification and release
obligations of Indemnitor hereunder, Indemnitor will provide Indemnitee
with access to any information and documents in its possession or control
which would assist Indemnitee in the defense of any claim whatsoever,
provided such information or document is not subject to a contractual or
legal restriction or disclosure.
9. MISCELLANEOUS.
A. FURTHER ASSURANCES. At any time and from time to time, after the
effective date, each party will execute such additional instruments
and take such action as may be reasonably requested by the other party
to confirm or otherwise to carry out the intent and purposes of this
Agreement.
B. WAIVER. Any failure on the part of any party hereto to comply with any
of its obligations, agreements, or conditions hereunder may be waived
in writing by the party to whom such compliance is owed.
C. NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person
or sent by prepaid first class registered or certified mail, return
receipt requested tot he parties hereto, or their designees, as
follows:
To Indemnitor: Xxxxxx Xxxxxxxxxx
NuOasis Gaming, Inc.
000 00xx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Telefax: (000) 000-0000
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To Indemnitee: Xxxx X. Xxxx
0 Xxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Telefax: (000) 000-0000
D. HEADINGS. The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
E. GOVERNING LAW. This Agreement was negotiated and is being contracted
for in the State of California, and shall be governed by the laws of
the State of California, notwithstanding any conflict-of-law provision
to the contrary.
F. BINDING EFFECT. This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective
heirs, administrators, executors, successors, and assigns.
G. ENTIRE AGREEMENT. This Agreement contains the entire agreement between
the parties hereto and supersedes any and all prior agreements,
arrangements, or understandings between the parties relating to the
subject matter hereof. No oral understandings, statements, promises,
or inducements contrary to the terms of this Agreement exist. No
representations, warranties, covenants, or conditions, express or
implied, other than as set forth herein, have been made by any party.
H. SEVERABILITY. If any party of this Agreement is deemed to be
unenforceable, the balance of this Agreement shall remain in full
force and effect.
I. COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument and may
be delivered in original or by facsimile or similar instantaneous
electronic transmission device pursuant to which the signature of or
on behalf of such party can be seen, and in such case the facsimile
execution and delivery shall be considered valid, binding and
effective for all purposes. At the request of any party hereto, all
parties agree to deliver an original of this Agreement as well as any
facsimile, telecopy or other reproduction hereof subsequent to the
effective date.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
"Indemnitee"
/S/ XXXX XXXXXX LUKE
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Xxxx Xxxxxx Xxxx
"Indemnitor"
NuOASIS GAMING, INC.
By: /S/ XXXXXX XXXXXXXXXX
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Name: Xxxxxx Xxxxxxxxxx
Title: President
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