EXHIBIT 10.27
INDEMNITY AGREEMENT
This
Indemnity Agreement (the “Agreement”) is made as of
July 29, 2005, among Erik Dysthe (“Dysthe”), Erik
Dysthe Holdings, Inc., a British Columbia corporation
(“Dysthe Holdings” and together with Dysthe, the
“Indemnifying Parties”), and MDSI Mobile Data Solutions
Inc., a corporation incorporated under the federal laws of Canada
(“MDSI” or the “Indemnified
Party”).
WHEREAS,
MDSI intends to enter into an arrangement providing for the
acquisition of all of the outstanding common shares of MDSI
pursuant to that certain Arrangement Agreement among MDSI, Fortezza
Holdings S.A.R.L. (“Parent”) and Beech Investment Corp.
(“Subco”), dated the date hereof (the
“Arrangement Agreement”);
WHEREAS,
a condition to the closing of the transactions contemplated by the
Arrangement Agreement is the execution of, and the performance of
the agreements and undertakings contemplated by, a Support
Agreement among the Indemnifying Parties, MDSI, Parent and Subco;
and
WHEREAS,
the Indemnifying Parties will receive a financial benefit from the
closing of the transactions contemplated by the Arrangement
Agreement and have agreed to enter into this Agreement in order to
induce MDSI to enter into the Arrangement Agreement;
NOW
THEREFORE, in order to induce MDSI to enter into, and in
consideration of its entering into, the Arrangement Agreement, and
in consideration of the promises and the agreements contained
herein, the parties hereto agree as follows:
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1.
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Indemnity . The Indemnifying Parties will, jointly and
severally, indemnify in full MDSI and each of its officers,
directors, stockholders, employees and agents, from and against any
loss, damage, claim, expense or fee, including court costs and
attorneys’ fees and expenses, including any termination or
other fee or payment required to be paid by MDSI to any party under
the terms of the Arrangement Agreement, arising out of or relating
to, any breach by the Indemnifying Parties of any obligation,
covenant, agreement or provision of the Support
Agreement.
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2.
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Assignment;
Binding Effect . Neither
this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties hereto (whether
by operation of law or otherwise) without the prior written consent
of the other parties. Subject to the preceding sentence, this
Agreement shall be binding upon, inure to the benefit of, and be
enforceable by, the parties hereto and their respective successors
and assigns.
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3.
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Expenses . All costs and expenses incurr
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