Exhibit 10.3
INDEMNITY
In accordance with a Finders’ Fee
agreement (the “Agreement”) dated for reference
September 9, 2005 between (i) VISTA GOLD CORP. (the
“Company”) and (ii) GLOBAL RESOURCE INVESTMENTS
LTD. and QUEST SECURITIES CORPORATION (each, a “Finder”
and together, the “Finders”), the Company agrees as
follows:
1.
The Company hereby covenants and
agrees to indemnify and hold harmless the Finders, each of the
associates and affiliates of each of them and the respective
directors, officers, employees, shareholders, partners,
advisors and agents of each of the Finders and each other person,
if any, controlling each of the Finders or any of its affiliates
(collectively including the Finders, the “Indemnified
Parties” and individually, an “Indemnified
Party”), to the full extent lawful, from and against any and
all expenses, losses, fines, penalties, claims, actions, damages
and liabilities, joint or several, (including the aggregate amount
paid in reasonable settlement of any actions, suits, proceedings,
investigations or claims and the reasonable fees and expenses of
their counsel that may be incurred in advising and defending any
action, suit, proceeding, investigation or claim that may be made
or threatened against any Indemnified Party but not including any
amount for loss of profits) to which any Indemnified Party may
become subject or otherwise involved in any capacity under any
statute or common law or otherwise insofar as such expenses,
losses, fines, penalties, claims, actions, damages or liabilities
relate to, are caused by, result from, arise out of or are based
upon, directly or indirectly, the performance of services rendered
by any Finder under the Agreement, or otherwise in connection with
the Financing (as defined in the Agreement).
2.
Notwithstanding the foregoing, this
indemnity shall not apply to the extent that a court of competent
jurisdiction in a final judgment that has become non-appealable
shall determine that such expenses, losses, fines, penalties,
claims, actions, damages or liabilities to which the Indemnified
Party may be subject were directly caused by the gross negligence,
bad faith or wilful misconduct of the Indemnified Party.
3.
If for any reason (other than
determinations as to any of the events referred to in paragraph 2
of this indemnity) the foregoing indemnification is unavailable, in
whole or in part, to any Indemnified Party or is insufficient to
hold any Indemnified Party harmless, the Company will jointly and
severally contribute to the aggregate amount paid or payable by the
Indemnified Party as a result of such expense, loss, fine, penalty,
claim, action, damage or liability in such proportion as is
appropriate to reflect not only the relative benefits received by
the Company on the one hand and such Finder or any other
Indemnified Party on the other hand, but also the relative fault of
the Company, such Finder or any other Indemnified Party as well as
any relevant equitable considerations; provided that the Company
will in any event contribute to the amount or amounts paid or
payable by such Finder or any other Indemnified Party as a result
of any such expense, loss, fine, penalty, claim, action, damage or
liability (except for any such expense, loss, fine, penalty, claim,
action, damage or liability which is determined by a court of
competent jurisdiction to have been caused directly by the gross
negligence, bad faith or wilful misconduct of the Indemnified
Party), the portion of such amount or of the aggregate of such
amount that is in excess of the amount of the fees received by such
Finder under the Agreement.
4.
The Company agrees that if:
(a) any legal proceeding is brought against the Company or any
Finder or any other Indemnified Party by any person or entity,
including without limitation any governmental commission or
regulatory authority, or (b) any stock exchange or other
entity having regulatory authority, either domestic or foreign,
investigates the Company or any Finder
