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EXHIBIT 10.11
FINANCIAL ADVISORY AGREEMENT
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AGREEMENT (the "Agreement") dated as of June 1, 1996, by and between
Clarion Management Ltd. with offices at 0000 X. Xxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxx 00000 (the "Clarion"), and Cohesant Technologies Inc., a
Delaware corporation with offices at 0000 X. Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx,
Xxxx 00000 ("Cohesant").
WHEREAS, the Company desires to employ Clarion in connection with
certain management and administrative services;
WHEREAS, Clarion is willing to perform such services and to provide
office space to Cohesant for such services;
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties agree as follows:
1. Responsibility of Clarion.
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Clarion shall make available to Cohesant and its affiliates certain
information and services related to its business and affairs which it may from
time to time reasonably request. Such information and services shall include,
without limitation, management assistance, statistical accumulation, evaluation
and interpretation of financial data and reports concerning financial and
structuring strategies and alternatives, assistance in preparation of SEC
reports and general administrative support. Clarion shall also provide office
space for Cohesant's Chief Executive Officer and his assistants.
2. Compensation.
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In consideration of the benefits and services listed above, Cohesant
shall pay to Clarion a management advisory fee of Forty-two Thousand Dollars
($42,000) per annum, subject to adjustment by written agreement of the parties,
payable in advance in equal quarterly installments of $10,500 on the first day
of each calendar quarter during the term hereof.
3. Term.
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This Agreement shall commence on the date first above written and shall
terminate on the date that Cohesant shall notify Clarion of its election to
terminate this agreement (which shall be not less than six months prior to the
effective date of such termination); provided, however, that such termination
shall not relieve Cohesant of its obligation to make payment of any fees which
shall have accrued and become payable prior to the
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effective date of such termination.
4. Special Projects, Acquisition.
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In addition to the management and administrative services specified in
Section 1 above, the parties hereto may agree, in writing, that Clarion shall
perform additional, specific projects on behalf of Cohesant. In the event
Clarion is requested to perform such additional duties, it shall be compensated
at a rate of $800 per diem. Further, in the event Clarion is requested to
perform any merger or acquisition work, including due diligence review of
acquisition candidates, Clarion shall be compensated at a rate to be agreed to
in writing, prior to the commencement of the merger or acquisition work.
5. Notices.
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Notice to be given to the parties hereunder shall be by overnight
courier, facsimile transmission followed by a confirming, written copy, or
United States certified mail, return receipt requested, to the address of the
respective parties set forth on the first page hereof. Either party hereto may
designate a new address at any time by notifying the other party in the manner
set forth above.
6. Modification.
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This Agreement contains the entire agreement of the parties with
respect to the subject matter hereof. Any change, modification, amendment or
alteration to this Agreement shall be effected only in writing and signed by the
party or parties against whom enforcement of any such change, modification,
amendment or alteration is sought.
7. Non-Waiver.
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The failure of any party hereto, at any time to require performance by
any party hereto of any provision hereof, shall in no way affect the right of
such failing party hereafter to enforce such provision nor shall any waiver by
any part of any breach of any provisions hereof be taken or held to be a waiver
of any succeeding breach of such provision or as a waiver of the provision
itself.
8. Severability.
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If any provision or provisions of this Agreement is held to be invalid
or unenforceable, the remaining provisions shall not be affected thereby.
9. Headings.
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The headings of this Agreement are inserted for convenience
only and shall not be considered in construction of the provisions hereof.
10. Assignment and Successors; Binding Effect, etc.
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The rights and obligations of Clarion and Cohesant under this
Agreement shall inure to the benefit of and shall be binding upon the successors
of Clarion and Cohesant and may not be assigned without the consent of the other
party hereto, and any such purported assignment shall be null and void.
11. Governing Law.
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The terms of this Agreement shall be construed and governed in
accordance with the laws of the State of Ohio without regard to principles of
conflicts of law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
CLARION MANAGEMENT LTD.
By:
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Xxxxxx X. Xxxxxxx
President
COHESANT TECHNOLOGIES INC.
By:
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Xxxxxx X. Xxxxxxx
President
