Exhibit 10.1
INDEMNITY AGREEMENT
This Indemnity Agreement (this “ Agreement
”), by and among Independence Holding Company, a Delaware
corporation (“ IHC ”), Mr. Stephen A.
Wood, an individual resident in the State of New York (“
Stephen ”), Mr. Scott M. Wood, an individual
resident in the State of Arizona (“ Scott
”), SAW Trust, dated April 1, 1991, an Arizona trust (“
SAW ”), and SAW Trust I, dated November 1,
1986, an Arizona trust (“ SAW I ”), is
made as of May 16, 2008. Stephen, Scott, SAW and SAW I are
collectively referred to herein as the “ Indemnifying
Parties .” IHC and its Representatives,
stockholders, controlling persons, and
Affiliates are collectively referred to herein as the
“ Indemnitees ,” and each an “ Indemnitee .”
Recitals
A.
IHC Health Holdings Corp., a Delaware corporation and indirect
wholly owned subsidiary of IHC ( via corporate succession),
Stephen, Scott, SAW and SAW I are parties to that certain Stock
Purchase Agreement, dated as of January 23, 2006, a copy of which
is attached hereto as Exhibit A (the “
SPA ”).
B.
Scott is a co-trustee of SAW; Stephen is the sole trustee of SAW
I.
Terms and Conditions
In consideration of the mutual covenants contained herein, along
with other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
1.
Defined Terms; Unlimited Indemnity; Rules of Interpretation; No
Limitation
1.1.
Defined Terms . Capitalized terms used in this
Agreement, but not defined herein, have the meaning given such
terms in the SPA.
1.2.
Unlimited Indemnity . Subject to the terms and
conditions of Section 1.3 hereof, the Indemnifying Parties hereby,
jointly and severally, agree to indemnify and hold harmless each
Indemnitee for, and will pay to the
Indemnitees the amount of, any loss, liability, claim, damage
(including incidental and consequential damages), expense
(including costs of investigation and defense and attorneys’
fees) or diminution of value, whether or not involving a
third-party claim (collectively, “ Damages ”), arising in connection with:
(A)
any Breach of any representation or warranty made by Sellers in the
SPA, the Disclosure Schedule, or any other certificate or document
delivered by Sellers pursuant to the SPA; and
(B)
any Breach by any Seller of any covenant or obligation of such
Person in the SPA.
1.3.
Rules of Interpretation . Any provision of this
Agreement to the contrary notwithstanding, and any provision of the
SPA notwithstanding:
(A)
Any determination or calculation of (i) a Breach of a
representation or warranty made by Sellers under the SPA, (ii) a
Breach of any covenant or obligation of Sellers under the SPA and
(iii) any resultant Damages, shall be made in the manner (both with
respect to the interpretation of contractual provisions and
quantitatively) most favorable to the Indemnitees, with a view
toward making the Indemnitees as whole as monetarily possible and
shall not be limited in amount or duration by any cap
or limited recovery period under the SPA or otherwise;
(B)
With respect to the determination of whether a representation or
warranty by the Sellers was Breached, such repr
