CORPORATE FINANCE SERVICES AND CONSULTING AGREEMENT
This CORPORATE FINANCE SERVICES AND CONSULTING AGREEMENT (the
"Agreement"), dated as of April 29, 2003, between X.X. Xxxxxxx & Sons, Inc.
("X.X. Xxxxxxx") and Xxxxxxxxx Xxxxxx Management Inc. ("Xxxxxxxxx Xxxxxx").
WHEREAS, Xxxxxxxxx Xxxxxx Realty Income Fund Inc. (the "Fund") is a
non-diversified, closed-end management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), and its shares of
common stock, par value $.0001 per share (the "Common Stock"), are registered
under the Securities Act of 1933, as amended;
WHEREAS, X.X. Xxxxxxx has acted as lead underwriter in the public
offering of the Fund's Common Stock (the "Offering");
WHEREAS, Xxxxxxxxx Xxxxxx is the investment manager and the
administrator of the Fund;
WHEREAS, Xxxxxxxxx Xxxxxx desires to retain X.X. Xxxxxxx to provide,
directly or (in part) through a Delegation Party (as defined below), certain
corporate finance and consulting services to Xxxxxxxxx Xxxxxx and to the Fund on
an ongoing basis, and X.X. Xxxxxxx is willing to render such services; and
WHEREAS, Xxxxxxxxx Xxxxxx desires to provide compensation to X.X. Xxxxxxx
and, as applicable, any Delegation Party for providing such services;
NOW, THEREFORE, in consideration of the mutual terms and conditions set
forth below, the parties hereto agree as follows:
1. (a) Xxxxxxxxx Xxxxxx hereby employs X.X. Xxxxxxx, for the period and
on the terms and conditions set forth herein, to provide the
following services: (i) Provide relevant information, studies or
reports regarding general trends in the closed-end investment
company and asset management industries, if reasonably
obtainable, and consult with representatives of Xxxxxxxxx Xxxxxx
in connection therewith; (ii) At the request of Xxxxxxxxx Xxxxxx,
provide certain economic research and statistical information and
reports, if reasonably obtainable, on behalf of Xxxxxxxxx Xxxxxx
or the Fund and consult with representatives of Xxxxxxxxx Xxxxxx
or the Fund, and/or Directors of the Fund in connection
therewith, which information and reports shall include: (a)
statistical and financial market information with respect to the
Fund's market performance; and (b) comparative information
regarding the Fund and other closed-end management investment
companies with respect to (x) the net asset value of their
respective shares (as made publicly available by the Fund and
such investment companies), (y) the respective market performance
of the Fund and such other companies, and (z) other relevant
performance indicators; and (iii) Provide Xxxxxxxxx Xxxxxx with
such other services in connection with the Common Stock relating
to the trading price and market price thereof upon which
Xxxxxxxxx Xxxxxx and X.X. Xxxxxxx shall, from time to time,
agree, including after-market services designed to maintain the
visibility of the Fund in the market.
(b) At the request of Xxxxxxxxx Xxxxxx, X.X. Xxxxxxx and, as
applicable, any Delegation Party, shall limit or cease any action
or service provided hereunder to the extent and for the time
period requested by Xxxxxxxxx Xxxxxx; provided, however, that
pending termination of this Agreement as provided for in Section
8 hereof, any such limitation or cessation shall not relieve
Xxxxxxxxx Xxxxxx of its payment obligations pursuant to Section 3
hereof.
(c) X.X. Xxxxxxx and, as applicable, any Delegation Party, will
promptly notify Xxxxxxxxx Xxxxxx in writing if it learns of any
material inaccuracy or misstatement in, or material omission
from, any written information provided by X.X. Xxxxxxx or any
Delegation Party to Xxxxxxxxx Xxxxxx in connection with the
performance of services by X.X. Xxxxxxx or any Delegation Party
under this Agreement. X.X. Xxxxxxx and, as applicable, each
Delegation Party, agrees that in performing its services under
this Agreement, it shall comply in all material respects with all
applicable laws, rules and regulations.
2. X.X. Xxxxxxx may delegate a portion of its rights and obligations under
this Agreement to other persons (each, a "Delegation Party"), certain
of whom may be Underwriters (as defined in the Underwriting Agreement
dated April 24, 2003 between X.X. Xxxxxxx, the Fund, Xxxxxxxxx Xxxxxx
and Xxxxxxxxx Xxxxxx, LLC) or other participants, or affiliates of such
participants, in the offering and distribution of the Common Stock;
provided that X.X. Xxxxxxx shall have obtained the prior written
consent of Xxxxxxxxx Xxxxxx if such person is not an Underwriter of the
offering and distribution of the Common Stock. X.X. Xxxxxxx shall give
notice to Xxxxxxxxx Xxxxxx of each such delegation and of each such
Delegation Party prior to delegation in the form attached as Annex A
hereto. Such notice shall state the portion of the fees otherwise
payable to X.X. Xxxxxxx hereunder which shall instead be payable by
Xxxxxxxxx Xxxxxx directly to such Delegation Party and shall be
appended to and become a part of this Agreement. Each Delegation Party
shall be a registered broker-dealer under the Securities Exchange Act
of 1934, as amended, and shall not be otherwise prohibited by law from
providing services to Xxxxxxxxx Xxxxxx hereunder.
3. Xxxxxxxxx Xxxxxx shall pay to X.X. Xxxxxxx (or, as applicable with
respect to a portion of such fee payable instead to a Delegation Party
pursuant to Section 2 above, the appropriate Delegation Party) a fee
payable quarterly in arrears commencingJune 30, 2003 at an annualized
rate of 0.15% of the Fund's average daily Managed Assets (as such term
is defined in the Prospectus relating to the Offering) for a term as
described in Section 8 hereof; provided that the total amount of the
fee hereunder (when taken together with the sales load of $0.675 per
share and the expense reimbursement equal to the greater of (1) $50,000
and (2) $0.005 per share received by the underwriters in connection
with the Offering of the Common Stock) shall not exceed any sales
charge limits (which the parties hereto currently understand to be 9.0%
of the aggregate offering price of the shares of Common Stock in the
Offering) under the rules of the NASD, Inc., as then in effect; and
provided further, that in determining when this maximum fee amount has
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been paid, the value of each of the quarterly payments made hereunder
shall be discounted at the annual rate of 10% to the closing date of
the Offering. All quarterly fees payable hereunder shall be paid to
X.X. Xxxxxxx or, as applicable, the appropriate Delegation Party within
15 days following the end of each calendar quarter.
4. Xxxxxxxxx Xxxxxx shall be permitted to discharge all or a portion of its
payment obligations hereunder upon prepayment in full or in part of the
remaining balance due of the maximum additional compensation amount
described in paragraph 3 above.
5. Xxxxxxxxx Xxxxxx acknowledges that the services of X.X. Xxxxxxx (and,
as applicable, any Delegation Party) provided for hereunder do not
include any advice as to the value of securities or regarding the
advisability of purchasing or selling any securities, in each case for
the Fund's portfolio. No provision of this Agreement shall be
considered as creating, nor shall any provision create, any obligation
on the part of X.X. Xxxxxxx or any Delegation Party, and neither X.X.
Xxxxxxx nor any Delegation Party is agreeing, to: (i) furnish any
advice or make any recommendations regarding the purchase or sale of
portfolio securities or (ii) render any opinions, valuations of
portfolio securities or recommendations of any kind in connection with
providing the services described in Section 1 hereof, to the extent
that any such services would constitute investment advisory or
investment banking services, it being understood between the parties
hereto that any such investment advisory or investment banking services
if, and to the extent, agreed to be performed by X.X. Xxxxxxx or any
Delegation Party, shall be the subject of a separate agreement with
Xxxxxxxxx Xxxxxx.
6. Nothing herein shall be construed as prohibiting X.X. Xxxxxxx, any
Delegation Party or any of their respective affiliates from providing
similar or other services to any other clients (including other
registered investment companies or other investment managers), so long
as X.X. Xxxxxxx'x or the applicable Delegation Party's services to
Xxxxxxxxx Xxxxxx are not impaired thereby. Neither this Agreement nor
the performance of the services contemplated hereunder shall be
considered to constitute a partnership, association or joint venture
between X.X. Xxxxxxx or any Delegation Party and Xxxxxxxxx Xxxxxx. In
addition, nothing in this Agreement shall be construed to constitute
X.X. Xxxxxxx or any Delegation Party as the agent or employee of
Xxxxxxxxx Xxxxxx or Xxxxxxxxx Xxxxxx as the agent or employee of X.X.
Xxxxxxx or any Delegation Party, and neither party shall make any
representation to the contrary. It is understood that X.X. Xxxxxxx and,
as applicable, each Delegation Party are being engaged hereunder
solely to provide the services described above to Xxxxxxxxx Xxxxxx and
that neither X.X. Xxxxxxx nor any Delegation Party is acting as an
agent or fiduciary of, and neither X.X. Xxxxxxx nor any Delegation
Party shall have any duties or liability to the current or future
shareholders of the Fund or any other third party in connection with
its engagement hereunder, all of which are hereby expressly waived to
the extent Xxxxxxxxx Xxxxxx has the authority to waive such duties and
liabilities.
7. Xxxxxxxxx Xxxxxx will furnish X.X. Xxxxxxx and, as applicable, any
Delegation Party with such information as such party reasonably
believes appropriate to the performance of its obligations hereunder
(all such information so furnished being the "Information"). Xxxxxxxxx
Xxxxxx recognizes and confirms that X.X. Xxxxxxx and, as applicable,
any Delegation Party (a) will use and rely primarily on the Information
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and on information available from generally recognized public sources
in performing the services contemplated by this Agreement without
having independently verified the same and (b) does not assume
responsibility for the accuracy or completeness of the Information and
such other information. To the best of Xxxxxxxxx Berman's knowledge,
the Information to be furnished by Xxxxxxxxx Xxxxxx when delivered,
will be true and correct in all material respects and will not contain
any material misstatement of fact or omit to state any material fact.
Xxxxxxxxx Xxxxxx will promptly notify X.X. Xxxxxxx or any Delegation
Party if it learns of any material inaccuracy or misstatement in, or
material omission from, any Information delivered to such party.
8. The term of this Agreement shall commence upon the date referred to
above and shall be in effect only so long as Xxxxxxxxx Xxxxxx (or any
affiliate or successor in interest) acts as the investment manager to
the Fund pursuant to the Management Agreement (as such term is defined
in the Underwriting Agreement, dated April 24, 2003, by and among the
Fund, Xxxxxxxxx Xxxxxx and each of the Underwriters named therein), as
such Agreement (or other subsequent advisory agreement) may be renewed
from time to time pursuant to the 0000 Xxx.
9. Xxxxxxxxx Xxxxxx agrees that neither X.X. Xxxxxxx nor any Delegation
Party shall have any liability to Xxxxxxxxx Xxxxxx or the Fund for any
act or omission to act by X.X. Xxxxxxx or any Delegation Party in the
course of its performance under this Agreement, in the absence of gross
negligence or willful misconduct on the part of X.X. Xxxxxxx or such
Delegation Party. X.X. Xxxxxxx shall have no liability for any acts or
omissions of any Delegation Party. Xxxxxxxxx Xxxxxx agrees that it
shall provide indemnification to X.X. Xxxxxxx and each Delegation Party
as set forth in the Indemnification Agreement appended hereto.
10. This Agreement and any claim, counterclaim or dispute of any kind or
nature whatsoever arising out of or in any way relating to this Agreement
("Claim") shall be governed by and construed in accordance with the laws
of the State of New York.
11. No Claim may be commenced, prosecuted or continued in any court other
than the courts of the State of New York located in the City and County
of New York or in the United States District Court for the Southern
District of New York, which courts shall have exclusive jurisdiction
over the adjudication of such matters, and Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx and, as applicable, each Delegation Party consent to the
jurisdiction of such courts and personal service with respect thereto.
Each of Xxxxxxxxx Xxxxxx, X.X. Xxxxxxx and, as applicable, each
Delegation Party waives all right to trial by jury in any proceeding
(whether based upon contract, tort or otherwise) in any way arising out
of or relating to this Agreement. Each of Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx and, as applicable, each Delegation Party agrees that a final
judgment in any proceeding or counterclaim brought in any such court
shall be conclusive and binding upon such party and may be enforced in
any other courts to the jurisdiction of which such party is or may be
subject, by suit upon such judgment.
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12. Except as provided in Section 2 hereof, this Agreement may not be assigned
by either party without the prior written consent of the other party.
13. This Agreement embodies the entire agreement and understanding between
the parties hereto and supersedes all prior agreements and
understandings relating to the subject matter hereof. If any provision
of this Agreement is determined to be invalid or unenforceable in any
respect, such determination will not affect such provision in any other
respect or any other provision of this Agreement, which will remain in
full force and effect. This Agreement may not be amended or otherwise
modified or waived except by an instrument in writing signed by
Xxxxxxxxx Xxxxxx, X.X. Xxxxxxx and, as applicable, each Delegation
Party.
14. All notices required or permitted to be sent under this Agreement shall be
sent, if to Xxxxxxxxx Xxxxxx:
Xxxxxxxxx Xxxxxx Management, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxx (cc: General Counsel)
or if to X.X. Xxxxxxx:
X.X. Xxxxxxx & Sons, Inc.
Xxx Xxxxx Xxxxxxxxx
Xx. Xxxxx, XX 00000
Attention: Investment Banking--Corporate Finance
or if to any Delegation Party, to the name and address specified in the
relevant Notice of Delegation or such other name or address as may be
given in writing to the other parties. Any notice shall be deemed to be
given or received on the third day after deposit in the U.S. mail with
certified postage prepaid or when actually received, whether by hand,
express delivery service or facsimile transmission, whichever is earlier.
15. This Agreement may be executed in separate counterparts, each of which is
deemed to be an original and all of which taken together constitute one
and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Corporate
Finance Services and Consulting Agreement as of the date first above written.
XXXXXXXXX XXXXXX MANAGEMENT INC. X.X. XXXXXXX & SONS, INC.
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxx
------------------------------ -------------------------------
Name: Xxxxxx Xxxxx Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President Title: Director
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ANNEX A
Notice of Delegation
--------------------
X.X. Xxxxxxx & Sons, Inc. ("X.X. Xxxxxxx") hereby delegates a portion of
its obligations under that certain Corporate Finance Services and Consulting
Agreement (the "Agreement"), dated April 24, 2003, between X.X. Xxxxxxx and
Xxxxxxxxx Xxxxxx Management, Inc. ("Xxxxxxxxx Xxxxxx"), to Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated (the "Delegation Party"). The Delegation
Party hereby agrees to provide such services to Xxxxxxxxx Xxxxxx and Xxxxxxxxx
Xxxxxx Realty Income Fund Inc. (the "Fund") as Xxxxxxxxx Xxxxxx and the
Delegation Party shall from time to time agree.
X.X. Xxxxxxx hereby agrees to instruct Xxxxxxxxx Xxxxxx to pay to the
Delegation Party 18.50% of the total fees payable under the Agreement to the
Delegation Party. The Delegation Party agrees that by executing this Notice of
Delegation, it shall become a party to the Agreement and shall abide by the
terms and conditions thereof.
All notices required or permitted to be sent under this Notice of
Delegation or the Agreement shall be sent to the Delegation Party at the
following address:
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
4 World Financial Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxx
Agreed to and accepted by:
X.X. Xxxxxxx & Sons, Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxx
------------------------------- ---------------------------------------
By: Xxxxxxx X. Xxxxx By: Xxxxxxx X. Xxxx
Title: Director Title: First Vice President
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INDEMNIFICATION AGREEMENT
-------------------------
X.X. Xxxxxxx & Sons, Inc.
on behalf of itself and each
Delegation Party
c/o X.X. Xxxxxxx & Sons, Inc.
Xxx Xxxxx Xxxxxxxxx
Xx. Xxxxx, XX 00000
Ladies and Gentlemen:
In connection with the engagement of X.X. Xxxxxxx and, as applicable,
each Delegation Party (as defined in the Agreement referred to below) to provide
services to the undersigned (together with its affiliates and subsidiaries,
referred to as the "Company") in connection with the matters set forth in the
Corporate Finance Services and Consulting Agreement dated April 29, 2003 (the
"Agreement"), between the Company, X.X. Xxxxxxx & Sons, Inc. and, as applicable,
each Delegation Party (any Delegation Parties, together with X.X. Xxxxxxx &
Sons, Inc., are referred to herein as the "Service Providers"), in the event
that any Service Provider becomes involved in any capacity in any claim, suit,
action, proceeding, investigation or inquiry (including, without limitation, any
shareholder or derivative action or arbitration proceeding) (collectively, a
"Proceeding") in connection with any matter in any way relating to or referred
to in the Agreement or arising out of the matters contemplated by the Agreement,
including, without limitation, related services and activities prior to the date
of the Agreement, the Company agrees to indemnify, defend and hold each Service
Provider harmless to the fullest extent permitted by law, from and against any
losses, claims, damages, liabilities and expenses in connection with any matter
in any way relating to or referred to in the Agreement or arising out of the
matters contemplated by the Agreement, including, without limitation, related
services and activities prior to the date of the Agreement, except to the extent
that it shall be determined by a court of competent jurisdiction in a judgment
that has become final in that it is no longer subject to appeal or other review,
that such losses, claims, damages, liabilities and expenses resulted from the
gross negligence or willful misconduct of such Service Provider. In addition, in
the event that any Service Provider becomes involved in any capacity in any
Proceeding in connection with any matter in any way relating to or referred to
in the Agreement or arising out of the matters contemplated by the Agreement,
including, without limitation, related services and activities prior to the date
of the Agreement, the Company will reimburse such Service Provider for its legal
and other expenses (including the cost of any investigation and preparation) as
such expenses are reasonably incurred by such Service Provider in connection
therewith. If such indemnification were not to be available for any reason, the
Company agrees to contribute to the losses, claims, damages, liabilities and
expenses involved (i) in the proportion appropriate to reflect the relative
benefits received or sought to be received by the Company and its stockholders
and affiliates and other constituencies, on the one hand, and the Service
Providers, on the other hand, in the matters contemplated by the Agreement or
(ii) if (but only if and to the extent) the allocation provided for in clause
(i) is for any reason held unenforceable, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) but also the
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relative fault of the Company and its stockholders and affiliates and other
constituencies, on the one hand, and the party entitled to contribution, on the
other hand, as well as any other relevant equitable considerations. The Company
agrees that for the purposes of this paragraph the relative benefits received,
or sought to be received, by the Company and its stockholders and affiliates, on
the one hand, and the party entitled to contribution, on the other hand, of a
transaction as contemplated shall be deemed to be in the same proportion that
the total value received or paid or contemplated to be received or paid by the
Company or its stockholders or affiliates and other constituencies, as the case
may be, as a result of or in connection with the transaction (whether or not
consummated) for which the Service Providers have been retained to perform
services bears to the fees paid to the Service Providers under the Agreement;
provided, that in no event shall the Company contribute less than the amount
necessary to assure that no Service Provider is liable for losses, claims,
damages, liabilities and expenses in excess of the amount of fees actually
received by such Service Provider pursuant to the Agreement. Relative fault
shall be determined by reference to, among other things, whether any alleged
untrue statement or omission or any other alleged conduct relates to information
provided by the Company or other conduct by the Company (or its employees or
other agents), on the one hand, or by the relevant Service Provider, on the
other hand. The Company shall not be liable under this Indemnification Agreement
to any Service Provider regarding any settlement or compromise or consent to the
entry of any judgment with respect to any Proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
Company is an actual or potential party to such Proceeding) unless such
settlement, compromise or judgment is consented to by the Company. The Company
shall not, without the prior written consent of each Service Provider, settle or
compromise or consent to the entry of any judgment with respect to any
Proceeding in respect of which indemnification or contribution could be sought
under this Indemnification Agreement (whether or not any Service Provider is an
actual or potential party thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each Service Provider from all
liability arising out of such Proceeding and (ii) does not include a statement
as to or an admission of fault, culpability or a failure to act by or on behalf
of any Service Provider. For purposes of this Indemnification Agreement, each
Service Provider shall include any of its affiliates, each other person, if any,
controlling such Service Provider or any of its affiliates, their respective
officers, current and former directors, employees and agents, and the successors
and assigns of all of the foregoing persons. The foregoing indemnity and
contribution agreement shall be in addition to any rights that any indemnified
party may have at common law or otherwise.
The Company agrees that neither any Service Provider nor any of its
affiliates, directors, agents, employees or controlling persons shall have any
liability to the Company or any person asserting claims on behalf of or in right
of the Company in connection with or as a result of either such Service
Provider's engagement under the Agreement or any matter referred to in the
Agreement, including, without limitation, related services and activities prior
to the date of the Agreement, except to the extent that it shall be determined
by a court of competent jurisdiction in a judgment that has become final in that
it is no longer subject to appeal or other review that any losses, claims,
damages, liabilities or expenses incurred by the Company resulted from the gross
negligence or willful misconduct of such Service Provider in performing the
services that are the subject of the Agreement.
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Notwithstanding any provision contained herein, in no event shall any
Service Provider be entitled to indemnification by the Company hereunder from
and against any losses, claims, damages, liabilities or expenses in respect of
which indemnity may be sought under Section 9 of the Underwriting Agreement.
For clarification, the parties to this Indemnification Agreement agree
that the term "affiliate" as used in the definition of "Company" herein does not
include any registered investment company for which Xxxxxxxxx Xxxxxx Management
Inc. serves as investment adviser.
THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF
ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS
AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW,
NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE
COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH
COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS,
AND THE COMPANY AND EACH SERVICE PROVIDER CONSENT TO THE JURISDICTION OF SUCH
COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO
PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING
OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY
AGAINST ANY SERVICE PROVIDER OR ANY INDEMNIFIED PARTY. EACH SERVICE PROVIDER AND
THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM
(WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY
RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY
PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT
BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND
MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS
OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.
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The foregoing Indemnification Agreement shall remain in full force and
effect notwithstanding any termination of any Service Provider's engagement.
This Indemnification Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which shall constitute one and
the same agreement.
Very truly yours,
XXXXXXXXX XXXXXX MANAGEMENT INC.
By: /s/ Xxxxxx Xxxxx
------------------------------
Name: Xxxxxx Xxxxx
Title: Senior Vice President
Accepted and agreed to as of
the date first above written:
X.X. XXXXXXX & SONS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx Xxxxx
Title: Director
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