Indemnification Agreement - Hollywood Media Corp., Mitchell Rubenstein and Laurie Silvers
INDEMNIFICATION AGREEMENT
FOR
SURETY BONDS
THIS INDEMNIFICATION AGREEMENT ("Agreement") is made and entered into
as of May 7, 2003, by and between Hollywood Media Corp., a Florida corporation
(the "Company"), and Mitchell Rubenstein and Laurie Silvers (individually and
collectively, the "Indemnitee").
Recitals
A. Pursuant to that certain General Agreement of Indemnity dated May 7,
2003 (the "Chubb Agreement") executed by the Company and the Indemnitee in favor
of Federal Insurance Company (an affiliate of the Chubb Group of Insurance
Companies) and its affiliates (collectively, "Chubb"), the Company and the
Indemnitee agreed as provided therein to indemnify Chubb from and against
Chubb's obligations under any bonds and other like undertakings ("Bonds") issued
by Chubb upon request of the Company and the Indemnitee.
B. The parties contemplate that Chubb will be requested from to time to
issue Bonds under the Chubb Agreement for the benefit of the Company's Broadway
ticketing operations (which bonds are required by various companies from which
tickets are obtained, including without limitation the Shubert Organization, and
Really Useful Theatres Limited and Palace Theatre London).
C. In consideration for, and as a condition to, the Indemnitee's
request for Chubb to issue Bonds for the benefit of the Company as well as the
Indemnitee's agreement to indemnify Chubb pursuant to the Chubb Agreement, the
Indemnitee requires indemnification and other agreements of the Company as
provided herein.
NOW, THEREFORE, for and in consideration of the mutual premises and
covenants contained herein, the Company and the Indemnitee agree as follows:
SECTION 1. INDEMNIFICATION BY THE COMPANY. The Company shall forever
indemnify and hold harmless the Indemnitee (and, if either of the Indemnitees is
deceased, the Company shall indemnify and hold harmless such Indemnitee's
estate, heirs, administrators, personal representatives and executors
(collectively the "Indemnitee's Estate")) from and against any and all losses,
claims, damages, expenses (including but not limited to attorneys' fees),
judgments, penalties, fines, amounts paid in settlement and all other
liabilities incurred or paid by Indemnitee (or Indemnitee's Estate) pursuant to,
as the result of or arising out of the Indemnitee's obligations under the Chubb
Agreement in respect of any and all Bonds heretofore or hereafter issued for the
benefit of the Company.
SECTION 2. ADDITIONAL AGREEMENTS REGARDING BONDS. Neither the Company
nor any Indemnitee shall request Chubb at any time to issue any Bond or Bonds
under the Chubb Agreement (nor shall any Bond be renewed or extended) without
the prior written consent of both Indemnitees. In the event that either or both
<PAGE>
of the Indemnitees cease to be employed by the Company, then the Company shall
thereafter use and shall continue to use its best efforts to have the
Indemnitees released from any and all obligations under the Chubb Agreement,
whether as a result of the Company's replacement of the Bonds with other
collateral or otherwise.
SECTION 3. MISCELLANEOUS.
3.1 Notice Provision. Any notice, payment, demand or
communication required or permitted to be delivered or given by the provisions
of this Agreement shall be deemed to have been effectively delivered or given
and received on the date personally delivered to the respective party to whom it
is directed, or when deposited by registered or certified mail, with postage and
charges prepaid and addressed to the parties at the respective addresses set
forth below opposite their signatures to this Agreement, or to such other
address as to which notice is given.
3.2 Entire Agreement. This Agreement constitutes the entire
understanding of the parties and supersedes all prior understandings, whether
written or oral, between the parties with respect to the subject matter of this
Agreement.
3.3 Severability of Provisions. If any provision of this
Agreement is held to be illegal, invalid, or unenforceable under present or
future laws effective during the term of this Agreement, such provision shall be
fully severable; this Agreement shall be construed and enforced as if such
illegal, invalid, or unenforceable provision had never comprised a part of this
Agreement; and the remaining provisions of this Agreement shall remain in full
force and effect and shall not be affected by the illegal, invalid, or
unenforceable provision or by its severance from this Agreement. Furthermore, in
lieu of each such illegal, invalid, or unenforceable provision there shall be
added automatically as a part of this Agreement a provision as similar in terms
to such illegal, invalid or unenforceable provision as may be possible and be
legal, valid, and enforceable.
3.4 Applicable Law. This Agreement shall be governed by and
construed under the laws of the State of Florida.
3.5 Execution in Counterparts. This Agreement and any
amendment may be executed simultaneously or in two or more counterparts, each of
which together shall constitute one and the same instrument.
3.6 Amendment. No amendment, modification or alteration of
the terms of this Agreement shall be binding unless in writing, dated subsequent
to the date of this Agreement, and executed by the parties.
3.7 Binding Effect. Each and all of the covenants, terms and
provisions of this Agreement shall be binding upon and inure to the benefit of
the successors to the Company and, upon the death of the Indemnitee, to the
benefit of the estate, heirs, executors, administrators and personal
representatives of the Indemnitee.
3.8 Gender and Number. Wherever the context shall so
require, all words herein in the male gender shall be deemed to include the
female or neuter gender, all singular words shall include the plural and all
plural words shall include the singular.
2
<PAGE>
3.9 Nonexclusivity. The rights of indemnification and
reimbursement provided in this Agreement shall be in addition to any rights to
which the Indemnitee may otherwise be entitled by statute, agreement or
otherwise.
IN WITNESS WHEREOF, the undersigned have executed this Indemnification
Agreement For Surety Bonds as of the date first above written.
ADDRESS: THE COMPANY:
-------- ------------
Hollywood Media Corp. Hollywood Media Corp.
2255 Glades Road
Suite 221A
Boca Raton, FL 33431 By: /s/ Nicholas G. Hall
Attention: Chief Executive Officer --------------------------
Nicholas G. Hall,
Chief Operating Officer
ADDRESS: THE INDEMNITEE:
-------- ---------------
c/o Hollywood Media Corp. /s/ Mitchell Rubenstein
2255 Glades Road ----------------------------
Suite 221A Mitchell Rubenstein
Boca Raton, FL 33431
/s/ Laurie Silvers
-----------------------------
Laurie Silvers
3