Exhibit 99.1
SURETY AGREEMENT
SURETY AGREEMENT dated as of the 2nd day of November, 2006 (the
"Agreement").
WHEREAS, pursuant to the provisions of the By-Laws of Sedona Corporation
(the "By- Laws"), a Pennsylvania corporation having its principal offices at
0000 Xxxx 0xx Xxxxxx Xxxxxx Xxxxx Xxxx xx Xxxxxxx, XX 00000, King of Prussia,
Pennsylvania (the "Company"), has agreed to indemnify the Directors of the
Company (the "Directors") from and against liabilities incurred and arising from
the Directors' service as a Director of the Company, except as otherwise set
forth in the By-Laws; and
WHEREAS, the Company has secured a policy of directors and officers
liability insurance covering among others, the Directors, which coverage is
evidenced by Policy No.00DA 0220442-05 issued by Twin City Fire Insurance (the
"Policy"). A copy of the Policy is attached hereto as Exhibit "A"; and
WHEREAS, the Policy provides for retention by the Company (the "Retention
Requirement") of $250,000.00 for securities claims and $150,000.00 for any
non-securities claims, which retention sums are payable by the Company; and
WHEREAS, Xxxxx X. Xxx, an individual with an address of 00000 Xxxxxxx
Xxxxxx, Xxxxx X-0, Xxxxx Xxxxx, XX 00000 (the "Surety") has agreed to serve as a
surety for payment of sums payable as a result of the Retention Requirement;
NOW THEREFORE, in consideration of the promises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto intending to be legally bound agrees as
follows:
1. SURETY AGREEMENT. The Surety hereby binds himself to pay on behalf
of the Company, to the Directors sums payable as a result of the Retention
Requirement, not to exceed $250,000.00, if and to the extent that: (a) a claim
is made against a Director or Directors, which claim is insured under the
Policy, and (b) the Company is required to pay all or a portion of such claim
because of the Retention Requirement and (c) the Company has failed to make the
Retention Payment for more than ten(10) days after written demand.
2. PAYMENT. The Surety agrees to pay the sums owed pursuant to this
Agreement within thirty (30) days after receipt of a written notice from the
Company or any affected Director that such sums are due.
3. TERM. The term of this Surety Agreement shall commence upon the
date set forth above and shall continue until the expiration or termination of
the Policy on October 27, 2007. In the event that the Policy is renewed upon
substantially the same terms and conditions as set forth in the Policy, the
Surety's obligations will continue until the expiration or termination of the
renewal Policy which shall in no event terminate on or before October 28th,
2008.
4. SURETY AND WAIVER. This surety is absolute and without regard to
the regularity, validity or enforceability of any liability or obligation, and
the Directors may, at their option, proceed directly and at once, without notice
against the Surety to collect and recover the full amount of the liability
hereunder or any portion thereof, without proceeding against the Company or any
other person. The Surety hereby waives presentment, demand, protest, and notice
of any kind, including but not limited to notice of acceptance, protest,
non-payment, non-performance or non-observance.
5. REPRESENTATIONS AND WARRANTIES. The Surety represents and warrants
that he has full power and authority to execute, deliver and perform this
surety.
6. INSOLVENCY AND BANKRUPTCY. The liability of the Surety hereunder
shall continue notwithstanding the liquidation, insolvency or bankruptcy of the
Company. The failure by the Directors to file or enforce a claim against the
estate (either an administration, bankruptcy, or other proceeding) of the Surety
or the Company, or of any other person shall not affect the Surety's liability
hereunder, nor shall the Surety be released from liability if recovery from the
Company or any other person becomes barred by any statute of limitation or is
otherwise prevented. The Surety waives and agrees not to assert or take
advantage of the defense of the statute of limitations in any action hereunder
or for the collection of any credit hereby granted.
7. AMENDMENTS. Neither this Agreement nor any term or provision
hereof, may be changed, waived or discharged or terminated orally, except by an
instrument in writing signed by the party against which the enforcement of the
change, waiver, discharge or termination is sought.
8. BINDING EFFECT. This Agreement shall inure to the benefit of the
Directors and their respective next of kin, legatees, administrators, executors,
legal representatives, nominees, successors and permitted assigns and shall be
binding upon the Surety, his heirs, nominees, successors and permitted assigns.
9. CAPTIONS. The captions to the sections of this Agreement are for
the convenience of reference only and in no way define, limit or describe the
scope or intent of this Agreement or any party thereof, nor in any other way
affect this Agreement or any part thereof.
10. PARTIAL INVALIDITY. If any term or provision of this Agreement, or
the application thereof, to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement and the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, as the case may be, shall not be affected
thereby, and each term and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.
11. INTEGRATION: TERMINOLOGY. This Agreement constitutes the entire
agreement among the parties hereto pertaining to the subject matter hereof, and
supersedes all prior and contemporaneous agreements and understandings of the
parties in connection
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therewith. All of the terms and provisions used in this Agreement shall be
deemed and construed to include any other number, singular or plural, or any
other gender, masculine, feminine or neuter, as the context or sense of this
Agreement may require, unless specifically stated otherwise.
12. GOVERNING LAW. This Agreement and the rights of all parties
hereunder shall be construed in accordance with the laws of the State of
Pennsylvania.
13. ASSIGNMENT. This Agreement is binding upon and inures to the
benefit of the parties hereto and their respective heirs and permitted assigns.
The rights of the Directors under this Agreement may not be assigned.
14. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which when so executed and delivered shall be considered
an original and all of which, when taken together, shall constitute one and the
same Agreement.
IN WITNESS WHEREOF, each party has executed this Agreement or a counterpart
hereof as of the day first written above.
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Xxxxx X. Xxx
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