Term and Miscellaneous Provisions. (1) This Agreement will have a term commencing on the date hereof and ending one year from the date of execution. Nevertheless, this Agreement may be terminated by Client with 3-business day’s prior written notice and by Gerbsman Partners after 60 days from the signing of this Agreement. In the event of any such termination of this Agreement by Client, Client will continue to be obligated to pay to Gerbsman Partners the Performance Fee as outlined above upon the successful completion of any Transaction within one year following the termination date of this Agreement and any reasonable out-of-pocket expenses incurred by Gerbsman Partners through the termination date of this Agreement. If Gerbsman Partners terminates this Agreement for any reason other than for non-payment by Client of the retainer, then Client will not be obligated to pay Gerbsman Partners any Performance Fee but will be obligated to pay any reasonable out-of-pocket expenses incurred by Gerbsman Partners through the date of termination of this Agreement. In such event, Gerbsman Partners will return to Client the amount of the non-refundable retainer previously paid to Gerbsman Partners by Client. Notwithstanding the above, Client will notify Gerbsman Partners in writing (fax or email), on or before August 14, 2009 as to whether Client wants Gerbsman Partners to proceed with the Date Certain M&A Process. If Client does not notify Gerbsman Partners in writing, then this Agreement is terminated.
(2) Client will cooperate with, and make available to, Gerbsman Partners all information that Gerbsman Partners reasonably requests in connection with the performance of services hereunder, including all information concerning the business, assets, operations or financial condition of Client. Gerbsman Partners may rely upon the accuracy and completeness of such information without independent verification and is authorized to make appropriate use of such information.
(3) It is understood that at all times, Client will have the sole right to accept or reject any proposed sale, merger, asset sale of all or part of Client, and to approve or disapprove any terms or conditions of any such proposed sale, merger or asset sale. In rendering services to Client hereunder, Gerbsman Partners is not assuming any responsibility for Client’s underlying business decision to maximize value of Client and its assets.
(4) The indemnity and expense reimbursement liability of Client will remain operative and in full force a...
Term and Miscellaneous Provisions
