Fill and Sign the Indemnification Agreement Mississippi Form

INDEMNIFICATION AGREEMENT WHEREAS, on , 20 , , and , as President/shareholder and shareholder, respectively of (hereinafter referred to collectively as "Cooper") as Seller, and , (hereinafter referred to as “ ”) as Purchaser executed an Asset Purchase Agreement for the transfer of certain personal property including but not limited to the Chevrolet dealership located at , Mississippi, and WHEREAS, pursuant to Section 8.1 of the Asset Purchase Agreement, and its shareholders are obligated to indemnify, defend and hold harmless against any and all damages, loss, liability, or deficiency sustained or incurred by which arises out of or results from (i) any liability or obligation of not expressly assumed or accepted by and (ii) any and all actions, suits, proceedings, claims, demands, assessments, investigations, audits, tax deficiencies, judgments, fines, costs and other expenses of any nature whatsoever including attorney's fees and other expenses such as cost of investigation arising out of, or resulting from, or incident to the foregoing, or enforcement thereof. THEREFORE, for and in consideration of the sums set forth in the Asset Purchase Agreement executed on , 20 between and , the undersigned, , and , individually, and in their capacity of the President/shareholder and shareholder, respectively, of , agree to indemnify, defend, and hold harmless against any and all damages, loss, liability, or deficiency sustained or incurred by which arises out of or results from (i) any liability or obligation of not expressly assumed or accepted by , and (ii) any and all actions, suits, proceedings, claims, demands, assessments, investigations, audits, tax deficiencies, judgments, fines, costs and other expenses of any nature whatsoever including attorney's fees and other expenses such arising out of, or result of or enforcement thereof. This the day of , 20 . ________________________________________