USA Indemnity Agreement for Franchise Sublease by Megadox

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									                                 INDEMNITY AGREEMENT


THIS AGREEMENT dated the __________ day of ____________, ______________

BETWEEN:

                (INSERT NAME OF FRANCHISOR),
                a corporation incorporated under the laws
                of the State of _________,

                (the "Lessor")

                                                                  OF THE FIRST PART;


                -and-


                _________________________________
                of the _________________ of ________________________,
                in the State of _____________________.

                (the "Indemnifier")

                                                                  OF THE SECOND PART.


In order to induce the Lessor to enter into the attached sublease (the "Sublease") dated the ________ day
of     ___________,       _________________,       and     made       between      the     Lessor     and
____________________________________, as Sublessee (the "Sublessee"), and for other good and valuable
consideration, the Indemnifier hereby makes the following indemnity and agreement (the "Indemnity")
with and in favor of the Lessor:

1.      The Indemnifier hereby agrees with the Lessor that at all times during the Term and any
        extension or renewal of the Sublease he will (a) make the due and punctual payment of all
        Charges and other amounts of any kind whatsoever payable under the Sublease by the Sublessee
        whether to the Lessor or otherwise; (b) effect prompt and complete performance of all and
        singular the terms, covenants and conditions contained in the Sublease on the part of the
        Sublessee to be kept, observed and performed; and (c) indemnify and save harmless the Lessor
        from any loss, costs or damages arising out of any failure by the Sublessee to pay the aforesaid
        Charges or other amounts due under the Sublease or resulting from any failure by the Sublessee
        to observe or perform any of the terms, covenants and conditions contained in the Sublease.

2.      This Indemnity is absolute and unconditional and the obligations of the Indemnifier shall not be
        released, discharged, mitigated, impaired or affected by (a) any extension of time, indulgences or
        modifications which the Lessor extends to or makes with the Sublessee in respect of the
        performance of any of the obligations of the Sublessee under the Sublease; (b) any waiver by or
        failure of the Lessor to enforce any of the terms, covenants and conditions contained in the
        Sublease; (c) any assignment of the Sublease by the Sublessee or by any trustee, receiver or
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     liquidator; (d) any consent which the Lessor gives to any such Transfer; (e) any amendment to the
     Sublease or any waiver by the Sublessee of any of its rights under the Sublease; or (f) the
     expiration of the Term.

3.   The Indemnifier hereby expressly waives notice of the acceptance of this Indemnity and all notice
     of non-performance, non-payment or non-observance on the part of the Sublessee of the terms,
     covenants and conditions contained in the Sublease. Without limiting the generality of the
     foregoing, any notice or demand which the Lessor desires to give to the Indemnifier shall be in
     writing and shall be sufficiently given if delivered personally to the Indemnifier or if mailed by
     registered mail, postage prepaid, addressed to the Indemnifier at the Premises, and every such
     notice is deemed conclusively to have been received when so delivered personally, or if mailed,
     seventy-two (72) hours after 12:01 a.m. on the date of mailing thereof; provided that if any such
     notice or demand shall have been mailed and if regular mail service shall be interrupted by strike
     or other irregularity before the deemed receipt thereof as aforesaid, then such notice or demand
     shall be effective only if delivered as aforesaid. The Indemnifier may designate by notice in
     writing a substitute address. If two or more persons are named as Indemnifier, any notice given
     hereunder or under the Sublease shall be sufficiently given if delivered or mailed in the foregoing
     manner to any one such persons.

4.   In the event of a default under the Sublease or under this Indemnity, the Indemnifier waives any
     right to require the Lessor (a) to proceed against the Sublessee or pursue any rights or remedies
     against the Sublessee with respect to the Sublease, (b) to proceed against or exhaust any security
     of the Sublessee held by the Lessor, or (c) to pursue any other remedy whatsoever in the Lessor's
     power. The Lessor has the right to enforce this Indemnity regardless of the acceptance of
     additional security from the Sublessee and regardless of any release or discharge of the Su
								
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