Exhibit 10.4
INDEMNIFICATION AGREEMENT
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:
ARTICLE I
DEFINITIONS
Terms
used in this Agreement shall have the meanings assigned to them in
the Reorganization Agreement.
ARTICLE II
INDEMNIFICATION
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.
Section
2.02. Indemnification by Tredegar . Except as set forth in
the Tax Sharing Agreement, Tredegar shall indemnify, defend and
hold harmless Ethyl and each of its Affiliates, each
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of their respective directors,
officers, employees and agents and each of the heirs, executors,
successors and assigns of any of the foregoing (the “Ethyl
Indemnitees”) from and against any and all Indemnifiable
Losses of the Ethyl Indemnitees arising out of or due to the
failure or alleged failure of Tredegar or any of its Affiliates to
pay, perform or otherwise discharge in due course any of the
Tredegar Liabilities.
ARTICLE III
PROCEDURE FOR INDEMNIFICATION
Section
3.01. Notice of Third Party Claims . Each party indemnified
under Section 2.01 or 2.02, promptly following the earlier of (i)
receipt of notice of the commencement of any Action, or (ii)
receipt of information regarding the alleged existence of a claim,
against such indemnitee with respect to which an indemnity may be
sought pursuant to this Agreement (a “Third Party
Claim”), shall give the indemnifying party written notice
thereof. The failure of any indemnitee to give notice as provided
in this Section 3.01 shall not relieve the indemnifying party of
its obligations under this Agreement, except to the extent that
such indemnifyin
