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Exhibit
10.2
INDEMNIFICATION AND COST
SHARING AGREEMENT
RGC RESOURCES, INC.,
BLUEFIELD GAS COMPANY
and
ANGD, LLC.
This Indemnification and Cost
Sharing Agreement, dated as of October 31, 2007 (hereinafter
“Indemnification Agreement”), is made by and between
RGC Resources, Inc. a Virginia corporation (“RGC” or
“Seller”), Bluefield Gas Company, a West Virginia
corporation (“Bluefield”) and ANGD LLC, a Virginia
limited liability company (the “Buyer”), and provides
as follows:
WHEREAS, RGC owns all of the
issued and outstanding capital stock of Bluefield Gas Company, a
West Virginia corporation (“BGC”); and
WHEREAS, the Buyer, through
its wholly owned subsidiary Appalachian Natural Gas Distribution
Company, is engaged in the business of certain natural gas
distribution and activities related thereto in the state of
Virginia; and
WHEREAS, by Purchase and Sale
Agreement dated February 20, 2007 (“Purchase and Sale
Agreement”), the Buyer has agreed to purchase from the Seller
and the Seller has agreed to sell to Buyer, all of the issued and
outstanding capital stock of BGC (the “Stock
Interest”); and
WHEREAS, pursuant to the
terms of the Purchase and Sale Agreement, the Seller is retaining
certain real property which is 3 / 4 acres bordering on Pulaski Street and Rock Street in the
City of Bluefield, West Virginia, as identified on the plat dated
11/22/96 by Appalachian, Engineering & Surveying, Inc.
(the “Property”) at the request of the Buyer;
and
WHEREAS, as an integral part
of the consideration for the Purchase and Sale Agreement and as an
inducement for Seller to enter into the Purchase and Sale
Agreement, the Buyer and Seller have agreed to certain mutual
undertakings as well as limited indemnification from any
unrecoverable costs, claims, or expenses (as defined herein)
arising out of or in connection with any matters arising under
Environmental Laws (as defined in the Purchase and Sale Agreement)
and relating to the Property; and
WHEREAS, this Agreement is
being executed and delivered contemporaneously with the Sale and
Purchase Agreement.
NOW, THEREFORE, in
consideration of the premises and the mutual covenants and
agreements contained herein and for other good and
valuable
consideration, the receipt and
sufficiency of which is acknowledged, and intending to be legally
bound, the parties agree as follows:
1. Definitions and Defined Terms
. Unless the context otherwise requires or as otherwise defined
herein, capitalized terms used in this Agreement shall have the
meanings set forth in the Purchase and Sale Agreement.
Environmental Remediation Cost shall be defined as costs associated
with the response to any governmentally ordered cleanup of the
Property including costs arising from any site assessment, site
evaluation, testing, sampling, monitoring, modeling, remediation,
or clean-up required by any federal or state agency or authority
through any administrative order, unilateral order, co
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