EXHIBIT 10.13
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SAMCO REORGANIZATION AGREEMENT
AMONG
XXXXXX WORLDWIDE, INC.
SAI HOLDINGS, INC.
XXXXXX FINANCIAL SERVICES, INC.
AND
SAMCO CAPITAL MARKETS, INC.
SAMCO HOLDINGS, INC.
DATED ____________, 2006
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SAMCO REORGANIZATION AGREEMENT
SAMCO REORGANIZATION AGREEMENT (this "Agreement"), dated as of
__________________, 2006, by and between Xxxxxx Worldwide, Inc. ("PWI"), SAI
Holdings, Inc. ("SAI") and Xxxxxx Financial Services, Inc. ("PFSI" and together
with PWI and SAI the "Contributors" and each a "Contributor") and SAMCO Capital
Markets, Inc. a Texas corporation ("SCMI") and SAMCO Holdings, Inc., a Texas
corporation (the "SHI").
WHEREAS, SAI and PFSI are, direct or indirect, wholly owned subsidiaries of
PWI and are primarily engaged in the business of providing securities processing
infrastructure products and services.
WHEREAS, in preparation for the initial public offering of PWI stock (the
"IPO"), the Contributors have determined that they should focus their activities
on their core business operations and have, therefore, determined to reorganize
certain of their non-core business operations (including the SAMCO Capital
Markets Business currently operated by PFSI) under a new holding company, SHI.
WHEREAS, in conjunction with its IPO, and conditional upon the IPO becoming
effective, PWI intends to offer to its shareholders the opportunity to exchange
shares of common stock of PWI for the capital stock of SHI. The entire capital
stock of SHI will be offered in exchange for an aggregate of 2.5 million (pre
split) shares of common stock of PWI (the "Xxxxxx Exchange Stock").
NOW, THEREFORE, in consideration of the foregoing, and the representations,
warranties, covenants and agreements herein contained, the receipt and adequacy
of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions. The following terms, as used herein, have the
following meanings:
"Ancillary Agreements" means the conveyance documents as set forth in
Exhibit E, the Transition Services Agreement, the Confidentiality Agreement and
the Subleases.
"Assumed Liabilities" means liabilities, obligations and commitments
identified on Exhibit C.
"Bank Liens" means any Liens granted by any Contributor to the Guaranty
Bank.
"Cash Contribution" means the capital contribution to be made by PWI to SHI
in cash in an amount equal to the sum of (1) the product of the Xxxxxx Exchange
Stock multiplied by the
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Xxxxxx Offering Price minus (2) the sum of the SAMCO Net Book Value and the
Xxxxx Net Book Value.
"Closing Date" means the date of the SCM Closing.
"Confidentiality Agreement" means the Confidentiality and Non-Disclosure
Agreement, substantially in the form of Exhibit K.
"Excluded Assets" means the assets, properties and rights of PFSI listed on
Exhibit B.
"Excluded Liabilities" means any liabilities, obligations and commitments
of relating to or arising out of the following:
(i) any liability in respect of any Excluded Asset;
(ii) any liability in respect of bank credit facilities of the
Contributors; and
(iii) except as otherwise expressly provided herein, liabilities for any
Tax relating to or arising out of PFSI's operation of the SCM Business or the
operations of SFSI, SFAI or SBD, which accrues, or with respect to any event or
time period occurring, at or prior to the Closing Date.
"IRS" shall mean the Internal Revenue Service.
"Xxxxx Securities" means the securities identified on Exhibit D.
"Xxxxx Net Book Value" means the net book value, as shown in the books of
PWI at March 31, 2006, of the Xxxxx Securities.
"Lien" means any mortgage, liability, lien (including any tax lien),
pledge, charge, security interest or encumbrance of any kind, other than a
Permitted Lien.
"Material Agreements" means all contracts, agreements, leases, licenses,
commitments, sales and purchase orders described on Exhibit F.
"Xxxxxx Offering Price" means the initial offering price of a share of
common stock of PWI in the IPO.
"Person" means an individual, corporation, partnership, association, trust
or other entity or organization, including a government or political subdivision
or an agency or instrumentality thereof.
"Permits" means the licenses, permits, certificates of authority,
authorizations, approvals and consents issued by any governmental or regulating
authority described on Exhibit G.
"Permitted Lien" means (a) any Lien for Taxes, assessments and other
governmental charges not yet due and (b) unfiled mortgages, liabilities, liens,
pledges, charges, security interests or encumbrances of any kind arising or
incurred in the ordinary course of business.
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"PFSI Distribution" means the distribution by PFSI to SAI pursuant to
Section 3.01(a).
"PWI Contribution" means the capital contribution by PWI to SHI pursuant to
Section 3.02.
"SAI Distribution" means the distribution by SAI to PWI pursuant to Section
3.01(b).
"SAMCO Net Book Value" means the net book value, as shown in the books of
PWI at March 31, 2006, of the SFSI Securities, SFAI Securities and SBD
Securities and SCM Assets.
"SAMCO Securities" means collectively the SCMI Securities, SFSI Securities,
SFAI Securities and SBD Securities.
"SBD" means SAMCO BD LLC.
"SBD Securities" means all of the membership interests in SBD.
"SCM Assets" means the properties, assets and rights of every kind, nature,
character and description (whether tangible or intangible, whether absolute,
accrued, contingent, fixed or otherwise and wherever situated) primarily used in
the SCM Business including, without limitation, all right, title and interest in
and to the assets listed on Exhibit A, the Material Agreements, the Permits and
all goodwill associated with SCM Assets or the SCM Business; provided, that "SCM
Assets" shall not include the Excluded Assets.
"SCM Business" means the activities primarily associated with the SAMCO
Capital Markets Division operated by PFSI prior to the SCM Closing.
"SCM Closing" has the meaning ascribed in Section 2.05.
"SCM Division Employee" means the persons employed by PFSI prior to the
date of the SCM Closing in the SCM Business, as further identified in Exhibit H.
"SCMI Contribution Securities" means all of the securities of SCMI issued
to PFSI in respect of the contribution of the SCM Assets.
"SCMI Securities" means all of the issued and outstanding securities of
SCMI.
"SFAI" means SAMCO Financial Advisors Inc.
"SFAI Securities" means all of the issued and outstanding securities of
SFAI.
"SFSI" means SAMCO Financial Services Inc.
"SFSI Securities" means all of the issued and outstanding securities of
SFSI.
"SHI Securities" means the issued and outstanding securities of SHI.
"Subleases" means those certain Sublease Agreements in respect of premises
occupied by SAMCO Companies identified on Exhibit J.
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"Tax" means any net income, alternative or add-on minimum, gross income,
gross receipts, sales, use, ad valorem, franchise, capital, paid-up capital,
profits, greenmail, license, withholding, payroll, employment, excise,
severance, stamp, occupation, premium, property, environmental or windfall
profit tax, custom, duty or other tax, governmental fee or other like assessment
or charge of any kind whatsoever, together with any interest or any penalty,
addition to tax or additional amount imposed by any governmental authority
(domestic or foreign) responsible for the imposition of any such tax.
"Transition Services Agreement" means that certain Transition Services
Agreement between PWI and SHI substantially in the form attached as Exhibit I.
ARTICLE II
REORGANIZATION OF SAMCO CAPITAL MARKETS
SECTION 2.01. Contribution of SCM Assets. Upon the terms and subject to the
conditions set forth in this Agreement, effective as of the SCM Closing, PFSI
shall contribute and otherwise convey, transfer, assign and deliver to SCMI, and
SCMI shall purchase and accept from the PFSI all right, title and interest of in
and to the SCM Assets, wherever located, free and clear of all Liens except
Permitted Liens and the Assumed Liabilities. SCMI acknowledges and agrees that
Excluded Assets are not being acquired by SCMI and are not part of the SCM
Assets.
SECTION 2.02. Assumption of Liabilities. At the SCM Closing, SCMI shall
assume, and from and after the Closing Date, shall agree to perform, pay, honor
and discharge when due the Assumed Liabilities; provided that SCMI shall not
assume, and the Assumed Liabilities shall not include, any Excluded Liabilities.
SECTION 2.03. Assignment of Contracts and Rights. Anything in this
Agreement to the contrary notwithstanding, this Agreement shall not constitute
an agreement to assign any SCM Asset or any claim or right or any benefit
arising thereunder or resulting therefrom if an attempted assignment thereof,
without consent of a third party thereto (which consent has not been obtained)
would constitute a breach or other contravention thereof or in any way adversely
affect the rights of SCMI or PFSI thereunder. SCMI and PFSI will use their
commercially reasonable efforts (but without any payment of money by SCMI or
PFSI) to obtain the consent of the other parties to any such SCM Asset or claim
or right or any benefit arising thereunder for the assignment thereof to SCMI as
SCMI may request. If such consent is not obtained, or if an attempted assignment
thereof would be ineffective or would adversely affect the rights of PFSI
thereunder so that SCMI would not in fact receive all such rights, SCMI and PFSI
will cooperate in a mutually agreeable arrangement under which SCMI would obtain
the benefits and assume the obligations thereunder in accordance with this
Agreement, including, without limitation, subcontracting, sub-licensing, or
subleasing to SCMI, or under which PFSI would enforce for the benefit of SCMI,
with SCMI assuming PFSI's obligations, any and all rights of PFSI against a
third party thereto.
SECTION 2.04. Capital Contribution. In exchange for the capital
contribution by PFSI of the SCM Assets, upon and subject to the terms of this
Agreement, SCMI shall effective
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as of the SCM Closing assume the Assumed Liabilities and issue to PFSI the SCMI
Contribution Securities.
SECTION 2.05. Closing of SCM Asset Contribution. The closing (the "SCM
Closing") of the contribution and transfer of the SCM Assets and the assumption
of the Assumed Liabilities hereunder shall take place at the offices of PWI,
upon satisfaction of the conditions set forth in Article VIII, or at such other
time or place as PFSI shall specify. Unless a different time is specified by
PFSI, the timing of the SCM Closing shall be immediately upon the satisfaction
of the condition stated in Section 7.01(g) and shall be deemed to take place
immediately prior to the PFSI Distribution, SAI Distribution and PWI
Contribution and prior to the IPO becoming effective.
At the SCM Closing,
(a) SCMI shall issue to PFSI the SCMI Contribution Securities;
(b) SCMI and PFSI shall enter into the Xxxx of Sale and Instrument of
Assignment in substantially the form attached hereto as Exhibit E, and PFSI
shall deliver to SCMI (i) such deeds, assignments of leases, bills of sale,
endorsements, consents, assignments and other good and sufficient instruments of
conveyance and assignment as the parties and their respective counsel shall deem
reasonably necessary or appropriate to vest in SCMI all right, title and
interest in, to and under the SCM Assets and (ii) all of the SCM Assets;
(c) PFSI shall deliver, to the extent available, copies of all third
party consents required for the transfer of the SCM Assets and Assumed
Liabilities;
(d) the applicable parties shall enter into the Subleases;
(e) PWI and SHI shall enter into the Transition Services Agreement;
(f) the Contributors, SCMI, SFSI, SFAI and SHI shall enter into the
Confidentiality Agreement; and
(g) PFSI and SCMI shall also execute and deliver all such instruments,
documents and certificates as may be reasonably requested by the other party
that are necessary, appropriate or desirable for the consummation at the SCM
Closing of the transactions contemplated by this Agreement.
SECTION 2.06. Employee Matters.
(a) PFSI agrees to make SCM Division Employees an offer of transfer of
their employment to SCMI on terms initially no less favorable than presently
applicable to such employee ("Transfer Offer"). For those SCM Division Employees
who accept the Transfer Offer ("Transferred Employees"), PFSI shall transfer to
SCMI immediately after the SCM Closing, all personnel files and employment
information on each Transferred Employee, including the Transfer Offer signed by
each Transferred Employee. For those SCM Division Employees who do not accept
the Transfer Offer ("Terminated Employees"), PFSI shall terminate their
employment immediately prior to the SCM Closing, to be effective immediately
after the SCM
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Closing. SCMI hereby agrees to assume any liability incurred by a Contributor as
a result of the termination (the "Termination Liability") of any SCM Division
Employee other than any liability for any wages, salary, benefits (other than
severance, pay in lieu of notice or other termination related claims) or related
employment taxes accrued prior to the Closing Date, and to indemnify and hold
the Contributors harmless from any such liability, which liability shall be
deemed to be an Assumed Liability hereunder.
(b) Nothing contained in this Agreement shall confer upon any SCM
Division Employee any right with respect to employment, or continuance thereof,
with SCMI nor shall anything herein interfere with the right of SCMI to
terminate the employment of any of the SCM Division Employees at any time, with
or without cause, or restrict SCMI in the exercise of its independent business
judgment in modifying any of the terms and conditions of the employment of the
SCM Division Employees.
SECTION 2.07. Closing Costs; Transfer Taxes and Fees; Proration
(a) SCMI shall be responsible for (i) any documentary and transfer
taxes and any sales, use or other taxes imposed by reason of the transfers of
SCM Assets and any deficiency, interest or penalty asserted with respect
thereto, and (ii) the fees and costs of recording or filing all applicable
conveyancing instruments. The parties shall otherwise bear their own expenses.
PFSI and SCMI shall negotiate in good faith to mutually agree on the allocations
of basis or deemed purchase price required to arrive at any valuations upon
which such taxes are based. The parties shall co-operate with each other in the
production of any necessary Tax filings in connection with the foregoing.
ARTICLE III
CONTRIBUTION OF SAMCO SECURITIES AND XXXXX SECURITIES
SECTION 3.01. Distribution of SCMI Securities.
(a) Effective immediately following the SCM Closing, PFSI shall make a
distribution of the SCMI Contribution Securities to SAI.
(b) Upon receipt of the PFSI Distribution, SAI shall make a
distribution of the SCMI Securities, SFSI Securities, SFAI Securities and Xxxxx
Securities to PWI.
SECTION 3.02. Capital Contribution to SHI.
(a) Effective immediately following the distributions set forth in
Section 3.01 and immediately prior to the effectiveness of the IPO, PWI shall
contribute to SHI, as a capital contribution, the SAMCO Securities and the Xxxxx
Securities.
(b) Upon the SCM Closing, PWI agrees to make the Cash Contribution.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTORS
EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, NO CONTRIBUTOR MAKES ANY
WARRANTIES RELATED TO THE SCM ASSETS, THE ASSUMED LIABILITIES, THE SAMCO
SECURITIES OR OTHERWISE AND ALL SCM ASSETS AND SAMCO SECURITIES ARE SOLD,
LICENSED OR CONVEYED "AS IS" AND "WHERE IS" WITHOUT WARRANTY, EXPRESS OR
IMPLIED, AND ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, IMPLIED
WARRANTIES AS TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES ARE HEREBY
DISCLAIMED.
Each Contributor hereby severally represents and warrants to SCMI and SHI,
as applicable, and as to itself only, that:
SECTION 4.01. Organization and Qualification. Such Contributor is a
corporation duly organized, validly existing and in good standing under the laws
of its state of incorporation and has the requisite corporate power and
authority to enter into this Agreement and the Ancillary Agreements to which it
is party and to perform its obligations hereunder.
SECTION 4.02. Corporate Authorization. The execution, delivery and
performance by such Contributor of this Agreement and each of the Ancillary
Agreements to which it is party, and the consummation by such Contributor of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary corporate action on the part of such Contributor. This Agreement and
each of the Ancillary Agreements to which it is party, have been, or, in the
case of the Ancillary Agreements, will be, duly executed and delivered by such
Contributor and constitute valid and binding agreements of such Contributor,
enforceable against such Contributor in accordance with their respective terms,
except to the extent that enforceability may be limited by applicable
bankruptcy, moratorium, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally, and by principles of
equity.
SECTION 4.03. Governmental Authorization. The execution, delivery and
performance by such Contributor of this Agreement and each of the Ancillary
Agreements to which it is party, and the consummation by such Contributor of the
transactions contemplated hereby and thereby, do not require any action by or in
respect of, or filing with, any governmental body, agency, official or
authority, other than with respect to the approvals required from the National
Association of Securities Dealers.
SECTION 4.04. Title to Contributed Assets. Neither the SCM Assets not the
SAMCO Securities are subject to any Lien other than (i) Permitted Liens; and
(ii) the Bank Liens. Upon consummation of the transactions contemplated hereby,
Contributors will have transferred to SCMI or SHI as applicable good and
marketable title in and to, or a valid leasehold interest in, each of the SCM
Assets and SAMCO Securities, free and clear of all Liens other than Permitted
Liens and Assumed Liabilities.
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ARTICLE V
REPRESENTATIONS AND WARRANTIES OF SCMI AND SHI
Each of SCMI and SHI hereby jointly and severally represents and warrants
to each Contributor that:
SECTION 5.01. Organization and Qualification. Each of SCMI and SHI is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Texas and has the requisite corporate power and authority to
own, lease and operate its properties and to carry on its business as it is now
being conducted. Each of SCMI and SHI is duly qualified or licensed to do
business, and is in good standing (to the extent applicable), in each
jurisdiction where the nature of its business or proposed business makes such
qualification or licensing necessary.
SECTION 5.02. Corporate Authorization. Each of SCMI and SHI has the
necessary corporate power and authority to execute and deliver this Agreement
and each of the Ancillary Agreements to which it is party, to perform its
obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby. The execution, delivery and performance by each
of SCMI and SHI of this Agreement, and each of the Ancillary Agreements to which
it is party, and the consummation by each of SCMI and SHI of the transactions
contemplated hereby and thereby have been duly authorized by all necessary
corporate action on the part of each of SCMI and SHI. This Agreement and each of
the Ancillary Agreements to which they are party have been, or, in the case of
the Ancillary Agreements, will be, duly executed and delivered by each of SCMI
and SHI and constitute valid and binding agreements of each of SCMI and SHI,
enforceable against them in accordance with their respective terms, except to
the extent that enforceability may be limited by applicable bankruptcy,
moratorium, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally, and by principles of equity.
SECTION 5.03. Governmental Authorization. The execution, delivery and
performance by each of SCMI and SHI of this Agreement and each of the Ancillary
Agreements to which they are party, and the consummation by each of SCMI and SHI
of the transactions contemplated hereby and thereby, do not require any action
by or in respect of, or filing with, any governmental body, agency, official or
authority, other than with respect to the approvals required from the National
Association of Securities Dealers.
SECTION 5.04. Title to SAMCO Securities and SHI Securities. All of the
SAMCO Securities and SHI Securities have been duly authorized and validly issued
and are fully paid and nonassessable. None of the SAMCO Securities or SHI
Securities were issued in violation of the Securities Act of 1933 or any other
law or regulation applicable to SCMI or SHI. Upon consummation of the
transactions contemplated hereby, PWI will have good and marketable title in and
to the SHI Securities, free and clear of all Liens.
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ARTICLE VI
COVENANTS OF THE PARTIES
SECTION 6.01. Further Assurances.
(a) Subject to the terms and conditions of this Agreement, each party
will use its reasonable commercial efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary or desirable under
applicable laws and regulations to consummate the transactions contemplated by
this Agreement. Each party shall execute and deliver such other documents,
certificates, agreements and other writings and take such other actions as may
be necessary or desirable in order to consummate or implement expeditiously the
transactions contemplated by this Agreement and to vest good and marketable
title to the SCM Assets and SAMCO Securities and SHI Securities.
(b) After the Closing Date, upon reasonable written notice, each party
shall furnish or cause to be furnished to each other and their employees,
counsel, auditors and representatives access, during normal business hours, such
information and assistance relating to or affecting the SCM Assets and SAMCO
Securities (to the extent within the control of such party) as is reasonably
necessary for financial reporting and accounting matters.
(c) After the Closing Date, upon reasonable written notice, each party
shall furnish or cause to be furnished to each other, as promptly as
practicable, such information and assistance (to the extent within the control
of such party) relating to the SCM Assets and SAMCO Securities (including,
access to books and records) as is reasonably necessary for the filing of all
Tax returns, and making of any election related to Taxes, the preparation for
any audit by any taxing authority, and the prosecution or defense of any claim,
suit or proceeding related to any Tax return. The parties shall cooperate with
each other in the conduct of any audit or other proceeding relating to Taxes
involving the SCM Business or the SAMCO Securities.
(d) Neither party shall be required by this section to take any action
that would unreasonably interfere with the conduct of its business or
unreasonably disrupt its normal operations. Any information received by a
Contributor relating to SCMI, SFSI, SFAI or SHI, and all information relating to
a Contributor received by SCMI, SFSI, SFAI or SHI, shall be subject to the
Confidentiality Agreement.
SECTION 6.02. Certain Filings. The parties shall cooperate with one another
(a) in determining whether any action by, or in respect of, or filing with, any
governmental body, agency, official or authority is required, or any actions,
consents, approvals or waivers are required to be obtained from parties to any
material contracts, in connection with the consummation of the transactions
contemplated by this Agreement and the Ancillary Agreements and (b) in taking
such actions or making any such filings, furnishing information required in
connection therewith and seeking timely to obtain any such actions, consents,
approvals or waivers.
SECTION 6.03. Confidentiality. The parties hereto shall comply with, and
shall cause their respective officers, directors, employees and representatives
to comply with, all of
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their respective obligations under the Confidentiality Agreement with respect to
the information disclosed in connection with or pursuant to this Agreement
SECTION 6.04. Allocation of Tax Costs. In the Event that the Xxxxxx Stock
Exchange shall be determined to be a taxable transaction rather than a tax free
split off, SHI and PWI acknowledge and agree that the costs of any taxes that
have to be paid by any Contributor or by SHI or its subsidiaries shall be for
the account of SHI and SHI agrees to indemnify and hold harmless PWI and the
other Contributors from any such taxes paid by them in connection with the
Xxxxxx Stock Exchange or the transactions contemplated by this Agreement.
ARTICLE VII
CONDITIONS TO CLOSING
SECTION 7.01. Conditions to the Obligations of Each Party. The obligations
of the parties to consummate the transactions contemplated hereby are subject to
the satisfaction of the following conditions:
(a) No judgment, injunction, order or decree shall have been issued
declaring this Agreement invalid, nor shall any judgment, injunction, order,
decree or applicable Law prohibit the consummation of the transactions
contemplated hereby;
(b) SCMI and SHI and each Contributor shall have executed and
delivered to the other each of the Ancillary Agreements to which it is party;
(c) The approval of Guaranty Bank to the transactions contemplated by
this Agreement, and the release of all Bank Liens and any other related
encumbrances upon the SCM Assets, SAMCO Securities and Xxxxx Securities;
(d) All actions by or in respect of or filings with any governmental
body, agency, official or authority required to permit the consummation of the
transactions contemplated hereby shall have been obtained;
(e) (i) Each party shall have performed in all material respects all
of its covenants and obligations hereunder required to be performed by it at or
prior to the Closing Date, (ii) the representations and warranties of the
parties contained in this Agreement and in any certificate or other writing
delivered pursuant hereto shall be true and correct in all material respects;
(f) SHI, SCMI, SFSI and SFAI shall have received all consents,
authorizations or approvals from the NASD in form and substance satisfactory to
the parties for the transfer of the SCM Assets and SAMCO Securities and no such
authorization or approval shall have been withdrawn; and
(g) The Securities and Exchange Commission shall have confirmed to PWI
its agreement to declare the S-1 Registration Statement relating to PWI's IPO
effective upon PWI's request.
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ARTICLE VIII
TERMINATION
SECTION 8.01. Grounds for Termination. This Agreement may be terminated at
any time prior to the SCM Closing by mutual written agreement of PWI and SHI.
ARTICLE IX
MISCELLANEOUS
SECTION 9.01. Notices. All notices, requests and other communications to
either party hereunder shall be in writing (including telex, telecopy or similar
writing) and shall be given,
if to SHI or SCMI, to:
SAMCO Holdings, Inc.
0000 Xxxxxxx xx Xxxxx Xxxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Chairman
if to a Contributor, to:
Xxxxxx Worldwide, Inc.
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxxx 00000
Attention: President
SECTION 9.02. Amendments; No Waivers.
(a) Any provisions of this Agreement may be amended or waived prior to
the SCM Closing Date if, and only if, such amendment or waiver is in writing and
signed, in the case of an amendment, by the parties, or in the case of a waiver,
by the party waiving its right or claim.
(b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
SECTION 9.03. Expenses. Except as otherwise provided herein, all costs and
expenses incurred in connection with this Agreement shall be paid by the party
incurring such
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cost or expense. PFSI shall pay all recording and filing fees that may be
imposed by reason of the sale, transfer, assignment and delivery of the SCM
Assets.
SECTION 9.04. Successors and Assigns. Except as otherwise provided in this
Agreement, no party hereto shall assign this Agreement or any rights or
obligations hereunder without the prior written consent of the other parties
hereto and any such attempted assignment without such prior written consent
shall be void and of no force and effect. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
SECTION 9.05. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS OTHER
THAN CONFLICT OF LAWS PRINCIPLES THEREOF DIRECTING THE APPLICATION OF ANY LAW
OTHER THAN THAT OF THE STATE OF TEXAS.
SECTION 9.06. Counterparts; Effectiveness. This Agreement may be signed in
any number of counterparts (including by facsimile), each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. This Agreement shall become effective when each party
hereto shall have received a counterpart hereof signed by the other party
hereto.
SECTION 9.07. Entire Agreement; Severability. This Agreement (including the
Exhibits and Schedules hereto) and the Ancillary Agreements all constitute the
entire agreement between the parties with respect to the subject matter hereof
and supersede all prior agreements, understandings and negotiations, both
written and oral, between the parties with respect to the subject matter of this
Agreement. None of this Agreement nor the Ancillary Agreements are intended to
confer upon any person other than the parties hereto any rights or remedies
hereunder. If any term or other provision of this Agreement is invalid, illegal
or incapable of being enforced by any rule of law or public policy, all other
terms and provisions of this Agreement shall nevertheless remain in full force
and effect. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner to the fullest
extent permitted by applicable law.
SECTION 9.08. Bulk Sales Laws. SCMI, SHI and the Contributors each hereby
waive compliance by the Contributors with the provisions of the "bulk sales",
"bulk transfer" or similar laws of any state.
SECTION 9.09. Headings; Interpretation. The descriptive headings contained
in this Agreement are included for convenience of reference only and shall not
affect in any way the meaning or interpretation of this Agreement. The parties
have participated jointly in the negotiation and drafting of this Agreement. In
the event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties, and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Agreement.
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SECTION 9.10. Incorporation of Exhibits and Schedules. The Exhibits and
Schedules referred to in this Agreement are incorporated herein and made a part
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers on the day and year first
above written.
XXXXXX WORLDWIDE, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
SAI HOLDINGS, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
XXXXXX FINANCIAL SERVICES, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
SAMCO HOLDINGS, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
SAMCO CAPITAL MARKETS, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
[Signature Page to SAMCO Reorganization Agreement]
EXHIBIT A
SCM ASSETS
SCM Assets includes all properties, assets and rights of every kind, nature,
character and description (whether tangible or intangible, whether absolute,
accrued, contingent, fixed or otherwise and wherever situated) primarily used in
the SCM Business including, without limitation, all right, title and interest in
and to the following:
SAMCO Capital Markets Bank Account #0777834664 and Bank Account #3800588984 at
Guaranty Bank, Dallas and all funds standing to the credit of such account (the
"SAMCO Accounts")
Interests in Service Capital Advisors LLC, a Texas limited liability company and
general partner of Service Capital Partners L.P. a Texas limited liability
partnership ("SCP") which is general partner of Service Equity Partners, L.P.
("SEP"); together with all related rights or interests in SCP, SEP and any
agreements or arrangements therewith.
EXHIBIT B
EXCLUDED ASSETS
Excluded Assets means, collectively, the following: all cash and cash
equivalents and bank accounts and securities accounts of PFSI at the Closing
Date other than the SAMCO Accounts identified on Exhibit A; any and all minute
books, stock transfer records and Tax record of PFSI; real estate and real
estate leases (except to the extent of the Subleases and other licenses provided
for herein or in the Ancillary Agreements); and all rights of PFSI under this
Agreement and the Ancillary Agreements.
EXHIBIT C
ASSUMED LIABILITIES
Assumed Liabilities means, collectively, all liabilities and obligations,
whether now existing or hereafter arising, and whether due or to become due,
absolute or contingent, direct or indirect, liquidated or unliquidated,
determined or undetermined, related to or arising out of the SCM Business,
including without limitation: all accounts payable and accrued expenses relating
to the SCM Assets or SCM Business; any executory obligations related to the SCM
Business or SCM Assets (including obligations pursuant to any contract or other
agreement included in the SCM Assets); and the obligations assumed pursuant to
Section 2.06.
For the avoidance of doubt, the Assumed Liabilities shall include all
liabilities in respect of, and all costs or expenses associated with, regulatory
compliance by the SCM Business, including any investigation or proceeding or
censure by any regulatory body such as the NASD or other entitles regulating any
part of the SCM Business, and any liability for any fines imposed by or other
amounts levied by any such regulatory agency in respect of the SCM Business,
irrespective of whether the actions or inaction giving rise to any such
liability, cost or expense arose prior to or after the Closing.
EXHIBIT D
KEEFE SECURITIES
XXXXX ENTITY UNITS HELD
------------ ----------
Xxxxx Managers LLC, a Delaware limited liability company 20,000 Class A Units
Xxxxx Ventures LLC, a Delaware limited liability company Membership interests representing an
18% Sharing Percentage
Xxxxx Performance Holding LLC, a Delaware limited 20,000 Class A Units
liability company
Rainbow Performance Holding LLC, a Delaware limited 20,000 Class A Units
liability company
EXHIBIT E
CONVEYANCE DOCUMENTS
XXXX OF SALE AND INSTRUMENT OF ASSIGNMENT
THIS XXXX OF SALE AND INSTRUMENT OF ASSIGNMENT, made, executed and
delivered this ___ day of _______, 2006, by Xxxxxx Financial Services, Inc.
("PFSI") in favor of SAMCO Capital Markets Inc, a Texas corporation ("SCMI").
WHEREAS:
1. The PFSI and SCMI are wholly owned indirect subsidiaries of Xxxxxx
Worldwide, Inc. ("PWI") and PFSI is the owner and operator of a business unit
known as the SAMCO Capital Markets Division (the "SCM DIVISION").
2. PFSI and SCMI are parties to that certain SAMCO Reorganization
Agreement, dated as of _____________, 2006 (the "REORGANIZATION AGREEMENT"),
pursuant to which, among other things, PFSI agreed to transfer substantially all
of the assets and liabilities of the SCM Division to SCMI, by way of a capital
contribution, and SCMI agreed to accept such contribution and assume
substantially all of the liabilities associated with the SCM Division.
Capitalized terms used and not defined herein shall have the same meaning as in
the Reorganization Agreement.
3. Prior to the contribution of the SCM Division, SCMI will have no
significant assets of liabilities.
4. The parties desire to carry out the intent and purpose of the
Reorganization Agreement by the execution and delivery of this instrument
evidencing the vesting in the SCMI of all rights in and to all of the SCM Assets
and the assumption of the Assumed Liabilities, to the extent provided in the
Reorganization Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged:
(1) Effective from and after the date hereof:
(a) PFSI does hereby sell, assign, transfer, convey, grant, set-over,
deliver and confirm unto SCMI, its successors and assigns, all of
PFSI's right, title and interest in and to all of the SCM Assets,
as further described in Schedule 1 hereto; and
(b) SCMI accepts the SCM Assets assumes and agrees to perform, pay,
honor and discharge when due the Assumed Liabilities, as further
described in Schedule 2 hereto
(2) The transfers and assumptions pursuant to Section 1 shall be deemed to
take place immediately upon the Securities and Exchange Commission having
confirmed to PWI, upon PWI's request, its agreement to declare the S-1
Registration Statement relating to PWI's Initial Public Offering effective. For
the avoidance of doubt, the transfer pursuant to Section 1 shall be
deemed to take place immediately prior to the PFSI Distribution, SAI
Distribution and PWI Contribution.
(3) The sale and assignment shall in no circumstances include any of the
Excluded Assets or Excluded Liabilities identified on Schedule 3.
(4) This Xxxx of Sale and Instrument of Assignment shall be governed by and
construed under the laws of Texas without regard to conflicts of laws provisions
thereof and without regard to the United Nations Convention on Contracts for the
International Sale of Goods.
(5) This Xxxx of Sale and Instrument of Assignment shall be binding upon
PFSI and SCMI, their respective successors, permitted assigns and legal
representatives, for the uses and purposes set forth and referred to and shall
inure to the benefits of PFSI and SCMI, their respective successors, permitted
assigns and legal representatives.
(6) This Xxxx of Sale and Instrument of Assignment is entered solely for
the benefit of the parties hereto (and their permitted successors, assigns and
legal representatives) and no other person shall be a direct or indirect
beneficiary or have any direct or indirect cause of action or claim in
connection herewith.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, PFSI and SCMI have caused this Xxxx of Sale and
Instrument of Assignment to be duly executed as of the date first above written.
XXXXXX FINANCIAL SERVICES, INC.
----------------------------------------
Name:
----------------------------------
Title:
---------------------------------
SAMCO HOLDINGS, INC.
----------------------------------------
Name:
----------------------------------
Title:
---------------------------------
SCHEDULE 1
TO
XXXX OF SALE AND INSTRUMENT OF ASSIGNMENT
SCM ASSETS
SCHEDULE 2
TO
XXXX OF SALE AND INSTRUMENT OF ASSIGNMENT
ASSUMED LIABILITIES
SCHEDULE 3
TO
XXXX OF SALE AND INSTRUMENT OF ASSIGNMENT
EXCLUDED ASSETS AND EXCLUDED LIABILITIES
EXHIBIT F
MATERIAL AGREEMENTS
1. Remote Processing Agreement dated as of July 10, 1995 (as amended) between
Sungard Financial Systems, Inc. and PFSI.
EXHIBIT G
PERMITS
EXHIBIT H
SCM DIVISION EMPLOYEES
EMPLOYEE NAME (LAST, FIRST, MI)
XXXXXXXXX, XXXXX
XXXXXXX, XXXXX X.
XXXXXX, XXXX
XXXX, XXXXXXXXX XXXXX
MAVERICK, XXXXXX XXX
PRICE, XXXXXXX
XXXXX, XXXX XXX
XXXXXXXXXX, XXXX
XXXXXXXXX, XXXXX XXX
XXXXXXXXX, XXXXX XXX
XXXXXX, XXXXX XXXX
XXXXXX, XXXXX XXXXX
XXXXXXX, XXXXXXX
XXXXX, XXXXX X.
XXXXXXXX, XXXXXXX
XXXXXXX, XXXXXXX
XXXXXXXX, XXXXX
XXXXXXX, XXX
XXXXXX, XXXXXXX
XXXXXX, XXXXX XX
XXXXX, XXXX X.
EMPLOYEE NAME (LAST, FIRST, MI)
CETHOUTE, XXXX
XXXXXXXX, XXXX XXXX
XXXX, XXXXXX XXXXXXX
XXXXXXX, XXXXX X.
XXXXX, XXXXXXX X.
XXXXXXXX, XXXXXXX
XXXX, XXXXXXX
XXXXXX, XXXXXX X.
XXXXXXXX, XXXXXX XXXXX
XXXXX, XXXX
XXXXX, XXXXX XXXXXXX
XXXXXX, XXXXXX X.
XXXXXXXXXX, XXXXX
XXXXXXXXX, XXXXX XXXXX
XXXXXX, XXXXXXX XXXXXX
XXXXX, XXXXX
XXXXXXXX, XXXXX X.
XXXX, XXXXXX XXXXXX
XXXXXX, XXXXXXX X.
XXXXXXX, XXXXX XXXX
XXXXXXX, XXXXXX X.
XXXXXXXX, XXXXXX X.
XXXX, XXXXX
EMPLOYEE NAME (LAST, FIRST, MI)
ROSEE, XXXX X.
XXXXXXX, XXXXX X.
XXXXXX, XXXXXX XXXXXX
XXXXXX, XXXXX XXXX
XXXXX, XXXXX
XXXXX, XXXXX
XXXXXX, XXXX XXXXXXX
XXXXXXXX, XXXXX XXXXXXX
XXXXXX, XXXXX X.
XXXXXXX, XXXX XXXXX
XXXX, XXXXXX XXXXXXXX
XXXXX, XXXX X.
XXXXX, XXXXX
XXXXXXX, XXXXXXXX XXXXX
XXXXXX, XXXXXX X.
XXXX, XXXXXX XXX
XXXX, XXXXX X.
XXXX, XXXXXXXX
XXXXXX, XXXX
XXXXXXXX, XXXX
XXXXXX, XXXXXX
XXXX, XXXXXX X.
XXXXX, XXXXXXX XXXXXXX
EMPLOYEE NAME (LAST, FIRST, MI)
XXXXXXXXX, XXXXXXX XXXXXXX
XXXXX, XXXX X.
XXXXX, XXXXXX
XXXX, XXXX X.
XXXXXXXXX, XXXXX X.
XXXXX, XXXXXXXXX
XXXXXX, XXXXXXX
XXXXXX, XXXXXX XXXXXXX
XXXXXXX, XXXX
XXXX, XXXXXX
XXXXX, XXXXX
XXXXXXXX, XXXXXX
XXXXXX, XXXXXX
XXXXXXX, XXXX
XXXXXXX, XXXXX X.
XXX XXXXXX, XXXXXXX XXXXX
XXXXXXXX, XXXXXX
XXXXXXX, XXX
XXXXXX, XXXXXXX
XXXXXX, XXXX
XXXXX, XXXX XXX
XXXXXXX, XXXXX
XXXXXX, XXXXX
EMPLOYEE NAME (LAST, FIRST, MI)
XXXXX, XXXXX
XXXXXX, XXXXXX XXXXXXX
XXXXXX, XXXXXXX
XXXXXX, XXXX
XXXXX, XXXXXX XXXX
XXXXXXX, XXXXX
EXHIBIT I
TRANSITION SERVICES AGREEMENT
EXHIBIT J
SUBLEASES
1. Approximately 18,201 Rentable Square Feet and located on Floor 20 of the
building 0000 Xxxxxxx Xxxxxx, Xxxxxx Xxxxx 00000 leased from F/P/D Master Lease,
Inc., a Texas corporation pursuant to that certain Office Lease dated as of May
20, 1998, by Service Asset Management Company, a North Carolina corporation, as
tenant (as amended).
2. Office space located on Floors 17 and 51 of the building Xxx Xxxx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000 leased from One Penn Plaza LLC, a New York limited
liability company pursuant to that certain Lease Agreement dated as of October
8, 1999 by Service Asset Management Company, a North Carolina Corporation, as
tenant (as amended).
EXHIBIT K
CONFIDENTIALITY AGREEMENT
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement ("AGREEMENT") is entered into this ____ day
of ______, 2006 ("EFFECTIVE DATE"), by and between Xxxxxx Worldwide, Inc. ("PWI"
and collectively with its subsidiaries "XXXXXX"), SAI Holdings, Inc. ("SAI"),
Xxxxxx Financial Services, Inc. ("PFSI"), SAMCO Capital Markets, Inc. ("SCMI"),
SAMCO BD LLC ("SBD LLC"), SAMCO Financial Advisors Inc ("SFAI"), SAMCO Financial
Services Inc ("SFSI") and SAMCO Holdings, Inc ("SHI" collectively with its
subsidiaries "SAMCO").
Whereas pursuant to that certain SAMCO Reorganization Agreement (the
"REORGANIZATION AGREEMENT"), of even date herewith, among PWI, SAI, PFSI, SHI
and SCMI certain business comprising the SAMCO business unit previously operated
by certain subsidiaries of PWI were transferred to SHI and its subsidiaries.
Whereas Xxxxxx and SAMCO have, or continue to have access to, confidential
information related to the others business and desire to provide a basis for the
continued confidentiality of such information following the reorganization
pursuant to the Reorganization Agreement.
The parties hereby agree, in consideration of the mutual promises and
covenants contained in this Agreement, and intending to be legally bound, as
follows.
In this Agreement a Xxxxxx party disclosing Confidential Information to a
SAMCO Party or a SAMCO Party disclosing Confidential Information to a Xxxxxx
Party, respectively, is a "DISCLOSING PARTY" and a SAMCO party receiving such
information from a Xxxxxx party or a Xxxxxx party receiving such information
from a SAMCO party as applicable is a "RECEIVING PARTY".
1. CONFIDENTIAL INFORMATION
2. "CONFIDENTIAL INFORMATION" means any proprietary information that is
disclosed by a Disclosing Party to a Receiving Party which relates to Disclosing
Party's or its affiliates business (including without limitation, business
plans, financial data, customer information, etc.), technology (including
without limitation, technical drawings, designs, schematics, algorithms,
technical data, product plans, research plans, software, etc.), products,
services, trade secrets, know-how, formulas, processes, ideas, and inventions
(whether or not patentable) and which should be reasonably understood by
Receiving Party as the confidential or proprietary information of Disclosing
Party or its affiliates.
3. Confidential Information shall not include any information that
Receiving Party can document: (i) is or falls into the public domain without
fault of Receiving Party; (ii) Receiving Party can show by written documentation
was in its possession without any obligation of confidentiality prior to receipt
thereof from Disclosing Party (excluding confidential information related to the
business of Disclosing Party in the possession of Disclosing Party prior to the
Closing as defined in the Reorganization Agreement); (iii) is independently
developed by Receiving Party without reference to the Confidential Information;
or (iv) is obtained by Receiving Party from a third party without any obligation
of confidentiality to Disclosing Party.
4. For a period of three (3) years following the date of disclosure by
Disclosing Party, Receiving Party shall hold Disclosing Party's Confidential
Information in confidence and shall not disclose Disclosing Party's Confidential
Information without the prior written consent of Disclosing Party, which consent
shall not be unreasonably withheld. Receiving Party shall take all reasonable
measures to protect the Confidential Information of Disclosing Party from
falling into the public domain or the possession of persons other than those
persons authorized to have any such Confidential Information, which measures
shall include at least the degree of care that Receiving Party utilizes to
protect its own information of a similar nature, but in no event less than a
reasonable degree of care.
5. Nothing in this Agreement shall prohibit Receiving Party from disclosing
Confidential Information of Disclosing Party if legally required to do so by
judicial or arbitration or governmental order or in a judicial or arbitration or
governmental proceeding or if required by any regulatory authority (including,
without limitation, the NASD), having authority over the Disclosing Party
("REQUIRED DISCLOSURE"); provided that Receiving Party shall (i) give Disclosing
Party reasonable notice of such Required Disclosure prior to disclosure; (ii)
cooperate with Disclosing Party in the event that it elects to contest such
disclosure or seek a protective order with respect thereto, and/or (iii) in any
event only disclose the exact Confidential Information, or portion thereof,
specifically requested by the Required Disclosure.
6. GENERAL PROVISIONS
7. All Confidential Information of Disclosing Party is and shall remain the
property of Disclosing Party. Nothing contained in this Agreement shall be
construed as granting or conferring any rights by license or otherwise, either
express, implied or by estoppel, to any Confidential Information of Disclosing
Party, or under any patent, copyright, trademark or trade secret of Disclosing
Party. Disclosing Party does not make any representation or warranty with
respect to the non-infringement of third party patents, copyrights, trademarks
or trade secrets with respect to its respective Confidential Information.
8. ALL CONFIDENTIAL INFORMATION FURNISHED UNDER THIS AGREEMENT IS PROVIDED
BY DISCLOSING PARTY "AS IS, WITH ALL FAULTS." DISCLOSING PARTY DOES NOT MAKE ANY
WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS,
PERFORMANCE, MERCHANTABILITY, FITNESS FOR USE, NONINFRINGEMENT OR OTHER
ATTRIBUTES OF ITS CONFIDENTIAL INFORMATION.
9. Receiving Party shall not assign or transfer this Agreement or any of
its rights hereunder or delegate any of its obligations hereunder (except by
merger, acquisition, or operation of law) without the prior written consent of
the Disclosing Party, which consent shall not be unreasonably withheld. Subject
to the foregoing, this Agreement shall inure to the benefit of and be binding
upon the parties, their permitted successors and permitted assigns.
10. Nothing in this Agreement shall be construed to require Disclosing
Party to disclose any Confidential Information to Receiving Party.
11. Any notice under this Agreement shall be in writing and shall be
effective only if it is delivered by hand or mailed, certified or registered
mail, postage prepaid, return receipt requested, addressed:
if to SAMCO to:
SAMCO Holdings, Inc.
0000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx Xxxxx 00000
Attention: President
if to Xxxxxx, to:
Xxxxxx Worldwide, Inc.
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxxx 00000
Attention: President
Any such notice shall be effective only upon actual receipt by the party to be
notified.
12. This Agreement shall be construed and governed by the laws of the State
of Texas, without giving effect to its conflicts of law principles.
13. Receiving Party acknowledges and agrees that due to the unique nature
of Disclosing Party's Confidential Information, there can be no adequate remedy
at law for any breach of its obligations hereunder and, therefore, that upon any
such breach or any threat thereof, Disclosing Party shall be entitled to
appropriate equitable relief in addition to whatever remedies it might have at
law.
14. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes any prior understanding
and agreements between and among them respecting the subject matter hereof. It
shall not be modified except by a written agreement signed by PWI and SHI. No
delay, failure or waiver of a party's exercise or partial exercise of any right
or remedy under this Agreement shall operate to limit, impair, preclude, cancel,
waive or otherwise affect such right or remedy. No waiver of any provision of
this Agreement shall constitute a waiver of any other provision(s) or of the
same provision on another occasion. If any provision of this Agreement shall be
held by a court of competent jurisdiction to be illegal, invalid or
unenforceable, the remaining provisions shall remain in full force and effect.
More than one counterpart of this Agreement may be executed by the parties
hereto, each of which shall be deemed an original, but all of which together
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives effective as of the Effective
Date.
XXXXXX WORLDWIDE, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
SAI HOLDINGS, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
XXXXXX FINANCIAL SERVICES, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
SAMCO HOLDINGS, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
SAMCO CAPITAL MARKETS, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
SAMCO FINANCIAL ADVISERS, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
SAMCO FINANCIAL SERVICES, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
SAMCO BD LLC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
