EXHIBIT 10.19
TRUSTEE'S INDEMNITY AGREEMENT
THIS AGREEMENT dated for reference the o day of January, 2003.
BETWEEN:
o, Businessman
(the "Trustee")
AND:
XXXXXX INTERNATIONAL INC., a Massachusetts business trust
organized under the laws of the State of Washington with an
office at One Renton Place, 555 S. Xxxxxx Xxxxxxx Xxxxx,
Xxxxx 000, Xxxxxx, Xxxxxxxxxx, 00000
(the "Company")
WITNESSES THAT WHEREAS:
A. It is essential to the Company to retain and attract as trustees and
officers the most capable persons available;
B. The Trustee is a trustee and/or officer of the Company;
C. Both the Company and the Trustee recognize the increased risk of
litigation and claims being asserted against directors, trustees and
officers of public companies in today's environment; and
D. In recognition of the Trustee's need for substantial protection
against personal liability and in order to enhance the Trustee's
continued service to the Company in an effective manner, the Company
wishes to provide in this Agreement for the indemnification of the
Trustee to the fullest extent permitted by law and as set forth in
this Agreement.
NOW THEREFORE in consideration of the premises, the respective covenants of the
parties herein and other good and valuable consideration (the receipt and
sufficiency of which is hereby acknowledged), the parties hereto covenant and
agree as follows:
1. INTERPRETATION
1.1 DEFINITIONS. For the purposes of this Agreement, the following terms
shall have the following meanings, respectively:
(a) "BOARD" means the board of trustees of the Company;
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(b) "CLAIM" or "CLAIMS" has the meaning ascribed to such term in
Subsection 2.1(a) hereof;
(c) "CHANGE IN CONTROL" shall be deemed to have occurred if:
(i) any "person" (as such term is used in Sections 13(d)
and 14(d) of the SECURITIES EXCHANGE ACT OF 1934, as
amended), other than a trustee or other fiduciary
holding securities under an employee benefit plan of
the Company or a corporation owned, directly or
indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership
of shares of beneficial interest of the Company,
becomes the "beneficial owner" (as defined in Rule
13d-3 under said Act), directly or indirectly, of
securities of the Company representing 20% or more of
the total voting power represented by the Company's
then outstanding Voting Securities;
(ii) during any period of two consecutive years,
individuals who at the beginning of such period
constitute the Board and any new trustee of the
Company whose election by the Board or nomination
for election by the Company's shareholders was
approved by a vote of at least two-thirds of the
trustees of the Company then still in office who
either were trustees of the Company at the beginning
of such period or whose election or nomination for
election was previously so approved, cease for any
reason to constitute a majority thereof; or
(iii) the shareholders of the Company approve a merger or
consolidation of the Company with any other
corporation, other than a merger or consolidation
which would result in the Voting Securities of the
Company outstanding immediately prior thereto
continuing to represent (either by remaining
outstanding or by being converted into Voting
Securities of the surviving entity) at least 50.1%
of the total voting power represented by the Voting
Securities of the Company or such surviving entity
outstanding immediately after such merger or
consolidation, or the shareholders of the Company
approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition
by the Company of (in one transaction or a series of
transactions) all or substantially all of the
Company's assets;
(d) "COSTS" has the meaning ascribed thereto in Subsection 2.1(b)
hereof;
(e) "EXPENSE ADVANCE" has the meaning ascribed to such term in
Section 2.2 hereof;
(f) "INDEMNIFIABLE EVENT" has the meaning ascribed to such term in
Subsection 2.1(a) hereof;
(g) "INDEPENDENT LEGAL COUNSEL" means an attorney or firm of
attorneys, selected in accordance with the provisions of
Section 6.1 hereof, who shall not have
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otherwise performed services for the Company or the Trustee
within the last [TWO] years (other than with respect to
matters concerning the rights of the Trustee under this
Agreement, or of other trustees of the Company under similar
indemnity agreements);
(h) "POTENTIAL CHANGE IN CONTROL" shall be deemed to have occurred
if:
(i) the Company enters into an agreement, the
consummation of which would result in the occurrence
of a Change in Control;
(ii) any person (including the Company) publicly
announces an intention to take or to consider taking
actions which if consummated would constitute a
Change in Control;
(iii) any person, other than a trustee or other fiduciary
holding securities under an employee benefit plan of
the Company or a corporation owned, directly or
indirectly, by the shareholders of the Company in
substantially the same proportions as their
ownership of shares of beneficial interest of the
Company, who is or becomes the beneficial owner,
directly or indirectly, of securities of the Company
representing [10%] or more of the combined voting
power of the Company's then outstanding Voting
Securities, increases his beneficial ownership of
such securities by [FIVE PERCENTAGE POINTS (5%)]
or more over the percentage so owned by such
person; or
(iv) the Board adopts a resolution to the effect that,
for purposes of this Agreement, a Potential Change
in Control has occurred;
(i) "RELATED COMPANIES" has the meaning ascribed to such term in
Subsection 2.1(a) hereof;
(j) "REVIEWING PARTY" means any appropriate person or body
consisting of a member or members of the Board or any other
person or body appointed by the Board who is not a party to
the particular Claim for which the Trustee is seeking
indemnification, or the Independent Legal Counsel; and
(k) "VOTING SECURITIES" means any securities of the Company which
vote generally in the election of trustees of the Company.
1.2 EFFECTIVE DATE. Notwithstanding the date of its execution and
delivery, this Agreement shall be conclusively deemed to commence on,
and be effective as of, the day upon which the Trustee first became or
becomes a trustee or officer of the Company and shall survive and
remain in full force and effect after the Trustee ceases to be a
trustee or officer of the Company and after the termination of the
Trustee's employment with the Company.
2. INDEMNITY
2.1 INDEMNIFICATION. Subject to Section 3.1, the Company shall indemnify
and save harmless the Trustee to the fullest extent permitted by law
against and from:
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(a) any and all charges and claims of every nature and kind
whatsoever which may be brought, made or advanced by any
person, firm, corporation or government, or by any
governmental department, body, commission, board, bureau,
agency or instrumentality against the Trustee, and any and
all threatened, pending or completed actions, suits or
proceedings, or any inquires or investigations, whether
instituted by the Company or any other person, that the
Trustee in good faith believes might lead to the institution
of any such action, suit or proceeding, whether civil,
criminal, administrative, investigative or other, against the
Trustee, including any and all actions, suits, proceedings,
inquires or investigations in which the Trustee was, is,
becomes or is threatened to be made a party to or witness or
other participant in (a "CLAIM", or, collectively, "CLAIMS"),
by reason of (or arising in part out of) the Trustee being a
director, officer, trustee, employee or agent of the Company,
any of the Company's subsidiaries, or any company,
partnership, joint venture, trust or other enterprise related
to or affiliated with the Company or which the Trustee was
serving at the request of the Company as a director, officer,
trustee, employee or agent (the "RELATED COMPANIES"), or that
arise out of or are in any way connected with the management,
operation, activities, affairs or existence of the Company or
any of its Related Companies (an "INDEMNIFIABLE EVENT");
(b) any and all costs, damages, expenses (including legal fees
and disbursements on a full indemnity basis), judgements,
fines, liabilities, penalties (statutory and otherwise),
losses and amounts paid in settlement (including all
interest, assessments and other charges paid or payable in
connection with or in respect of such costs, damages,
expenses, judgements, fines, liabilities, penalties, losses
or amounts paid in settlement) (referred to herein as
"COSTS") which the Trustee may sustain, incur or be liable
for by reason of (or arising in part out of) an
Indemnifiable Event whether sustained or incurred by reason
of his negligence, default, breach of duty, breach of
trust, failure to exercise due diligence or otherwise in
relation to the Company or its Related Companies or any of
their affairs; and
(c) in particular, and without in any way limiting the generality
of the foregoing, any and all Costs which the Trustee may
sustain, incur or be liable for as a result of or in
connection with the release of or presence in the environment
of hazardous substances, contaminants, litter, waste,
effluent, refuse, pollutants or deleterious materials and that
arise out of or are in any way connected with the management,
operation, activities, affairs or existence of the Company or
any of its Related Companies.
2.2 EXPENSE ADVANCES. Subject to Section 3.1, the Company shall advance to
the Trustee the Costs reasonably estimated to be sustained, incurred or
suffered by him, in connection with the indemnification set forth in
Section 2.1 hereof within two business days of receipt by the Company
of a written request for such advance (an "EXPENSE ADVANCE"). The
Trustee hereby undertakes to repay such amounts advanced only if, and
to the extent that, it shall ultimately be determined by a court of
competent jurisdiction, which
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determination is not subject to any subsequent appeals, that the
Trustee is not entitled to be indemnified by the Company as authorized
by this Agreement.
2.3 INDEMNIFICATION OF EXPENSES OF SUCCESSFUL PARTY. Notwithstanding any
other provision of this Agreement, to the extent that the Trustee has
been successful on the merits or otherwise in the defence of any Claim
or in the defence of any charge, issue or matter therein, including the
dismissal of a Claim, the Company shall indemnify the Trustee against
any and all Costs actually and reasonably sustained or incurred by him
in connection with the investigation, defence or appeal of such Claim.
2.4 INDEMNIFICATION FOR EXPENSE OF A WITNESS. Notwithstanding any other
provision of this Agreement, the Company will indemnify the Trustee if
and whenever he is a witness or participant, or is threatened to be
made a witness or participant, to any action, suit, proceeding,
hearing, inquiry or investigation to which the Trustee is not a party,
by reason of the fact that he is or was a trustee, director, officer,
employee or agent of the Company or any of its Related Companies or by
reason of anything done or not done by him in such capacity, against
any and all Costs actually and reasonably sustained or incurred by the
Trustee or on the Trustee's behalf in connection therewith.
2.5 INDEMNIFICATION FOR EXPENSES IN OBTAINING INDEMNITY. The Company
shall indemnify the Trustee against any and all Costs, and, if
requested by the Trustee, shall subject to Section 3.1 hereof
(within two business days of such request) advance such Costs to the
Trustee, which are sustained, incurred or suffered by the Trustee in
connection with any action, suit or proceeding brought by the
Trustee for: (i) indemnification, or an advance thereof, by the
Company under this Agreement, any other agreement or the Restated
Declaration of Trust of the Company, as amended; or (ii) recovery
under any trustees', directors' and officers' liability insurance
policies maintained by the Company, regardless of whether the
Trustee ultimately is determined to be entitled to such
indemnification or insurance recovery, as the case may be.
2.6 PARTIAL INDEMNITY. If the Trustee is entitled under any provisions of
this Agreement to indemnification by the Company for some or a portion
of the Costs sustained, incurred or suffered by him but not, however,
for all of the total amounts thereof, the Company shall nevertheless
indemnify the Trustee for the portion thereof to which Trustee is
entitled.
3. INDEMNITY EXCEPTIONS
3.1 EXCEPTIONS TO INDEMNIFICATION. Notwithstanding the provisions of
Sections 2.1, 2.2 and 2.5 hereof, the Company shall not be obligated
to indemnify or save harmless the Trustee against and from any Claim
or Costs or make an Expense Advance:
(a) if, in respect thereof, a court of competent jurisdiction
determines, which determination is not subject to any
subsequent appeals, that the Trustee failed to act honestly
and in good faith with a view to the best interests of the
Company;
(b) arising out of any criminal conviction of the Trustee if the
Trustee pleaded guilty or was found guilty by a court of
competent jurisdiction, which finding is not
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subject to any subsequent appeals by the Trustee, other than
in the case of a criminal proceeding in respect of which the
Trustee had no reasonable cause to believe that his conduct
was unlawful;
(c) arising out of a determination by a court of competent
jurisdiction, which determination is not subject to any
subsequent appeals, that: (i) the Trustee failed to disclose
his interest or conflicts as required under the WASHINGTON
BUSINESS CORPORATION ACT - Title 23B of the Revised Code of
Washington, as amended (the "RCW"); or (ii) the Company
is not permitted to indemnify the Trustee as provided in RCW
23B.08.510(4);
(d) in connection with any liability under Section 16(b) of the
SECURITIES EXCHANGE ACT OF 1934, as amended, or under United
States federal or state securities laws for "xxxxxxx
xxxxxxx";
(e) if, in respect thereof, the Expense Advance, or any other
advance to the Trustee under this Agreement, is prohibited by
the XXXXXXXX-XXXXX ACT OF 2002, as amended; or
(f) in connection with any settlement of a Claim effected without
the Company's written consent.
4. BURDEN OF PROOF AND PRESUMPTIONS
4.1 BURDEN OF PROOF. In connection with any determination by the Company
as to whether the Trustee is entitled to be indemnified hereunder, the
burden of proof shall be on the Company to establish that the Trustee
is not so entitled.
4.2 NO PRESUMPTIONS. For purposes of this Agreement, the termination of
any Claim, by judgement, order, settlement (whether with or without
court approval) or conviction, or upon a plea of nolo contendere,
or its equivalent, shall not create a presumption that the Trustee
did not meet any particular standard of conduct or have any particular
belief or that a court had determined that indemnification is not
permitted by applicable law.
5. CONTRIBUTION
5.1 If the indemnification provided in this Agreement is unavailable and
may not be paid to the Trustee for any reason other than statutory
limitations set forth in applicable law, then in respect of any
Claim in which the Company is jointly liable with the Trustee (or
would be if joined in such Claim), the Company shall contribute to
the amount of Costs actually and reasonably sustained or incurred
and paid or payable by the Trustee in such proportion as is
appropriate to reflect (i) the relative benefits received by the
Company and all officers, trustees, directors or employees of the
Company and any of its Related
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Companies, other than the Trustee, who are jointly liable with the
Trustee (or would be if joined in such Claim) on the one hand, and
the Trustee, on the other hand, from the transaction from which such
Claim arose, and (ii) the relative fault of the Company and all
officers, trustees, directors or employees of the Company and any of
its Related Companies, other than the Trustee, who are jointly
liable with the Trustee (or would be if joined in such Claim), on
the one hand, and of the Trustee, on the other, in connection with
the events which resulted in such Costs, as well as any other
relevant equitable ocnsiderations. The relative fault referred to
above shall be determined by reference to, among other things, the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent the circumstances resulting in
such Costs. The Company agrees that it would not be just and
equitable if contribution pursuant to this Section were determined
by pro rata allocation or any other method of allocation that does
not take account of the foregoing equitable considerations.
6. CHANGE IN CONTROL
6.1 CHANGE IN CONTROL. The Company agrees that if there is a Change in
Control of the Company (other than a Change in Control which has
been approved by a majority of the trustees of the Company who were
trustees of the Company immediately prior to such Change in Control)
then with respect to all matters thereafter arising concerning the
rights of the Trustee to indemnity payments and Expense Advances
under this Agreement, any other agreement or the Restated
Declaration of Trust of the Company, as amended, now or hereafter in
effect relating to Claims for Indemnifiable Events, the Company
shall seek legal advice only from Independent Legal Counsel selected
by the Trustee and approved by the Company (which approval shall not
be unreasonably withheld). Such counsel, among other things, shall
render its written opinion to the Company and the Trustee as to
whether and to what extent the Trustee would be permitted to be
indemnified under applicable law. The Company agrees to pay the
reasonable fees of the Independent Legal Counsel referred to above
and to indemnify fully such counsel against any and all Costs,
claims and charges arising out of or relating to this Agreement or
its engagement pursuant hereto.
6.2 ESTABLISHMENT OF TRUST. In the event of a Potential Change in
Control, the Company shall, upon written request by the Trustee,
create a trust for the benefit of the Trustee and from time to time
upon written request of the Trustee shall fund such trust in an
amount sufficient to satisfy any and all Costs reasonably
anticipated at the time of such request to be sustained or incurred
in connection with investigating, preparing for and defending any
Claim, and the Costs sustained or incurred by the Trustee from time
to time, or reasonably anticipated to be sustained or incurred by
the Trustee in connection with any Claim, provided that in no event
shall more than [$25,000] be required to be deposited in any trust
created hereunder in excess of amounts deposited in respect of
reasonably anticipated Costs. The amount or amounts to be deposited
in the trust pursuant to the foregoing funding obligation shall be
determined by the Reviewing Party in any case in which the
Independent Legal Counsel referred to above is involved. The terms
of the trust shall provide that upon a Change in Control (i) the
trust shall not be revoked or the principal thereof invaded, without
the written consent of the Trustee, (ii) the trustee of such trust
shall advance to the Trustee, within two business days of a request
by the Trustee, the Costs sustained or incurred, or reasonably
anticipated to be sustained or incurred, by the Trustee in
connection with any Claim (and the Trustee hereby agrees to
reimburse the trust under the circumstances under which the Trustee
would be required to reimburse the Company under Section 2.2
hereof), (iii) such trust shall continue to be
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funded by the Company in accordance with the funding obligation set
forth above, (iv) the trustee of such trust shall promptly pay to
the Trustee all amounts for which the Trustee shall be entitled to
indemnification pursuant to this Agreement or otherwise, and (v) all
unexpended funds in such trust shall revert to the Company upon a
final determination by the Reviewing Party or a court of competent
jurisdiction, as the case may be, that the Trustee has been fully
indemnified under the terms of this Agreement. The trustee of the
trust established hereunder shall be chosen by the Trustee. Nothing
in this Section 6.2 shall relieve the Company of any of its
obligations under this Agreement.
7. RESIGNATION
7.1 Nothing in this Agreement shall prevent the Trustee from resigning as
a trustee or officer of the Company or any of its Related Companies at
any time.
8. DEFENCE
8.1 NOTICE TO COMPANY. Upon the Trustee becoming aware of any pending or
threatened Claim, written notice shall be given by or on behalf of the
Trustee to the Company as soon as is reasonably practicable.
8.2 INVESTIGATION BY COMPANY. The Company shall conduct such investigation
of each Claim as is reasonably necessary in the circumstances, and
shall pay all costs of such investigation.
8.3 DEFENCE BY COMPANY. Subject to this Section, the Company shall, upon
the written request of the Trustee, defend, on behalf of the Trustee,
any Claim, even if the Claim is groundless, false or fraudulent.
8.4 APPOINTMENT OF DEFENCE COUNSEL. The Company shall consult with and
accept the reasonable choice of the Trustee concerning the appointment
of any defence counsel to be engaged by the Company in fulfillment of
its obligations to defend a Claim pursuant to Section 8.3; thereafter
the Company shall appoint such counsel.
8.5 SETTLEMENT BY COMPANY. With respect to a Claim for which the Company
is obliged to indemnify the Trustee hereunder, the Company may conduct
negotiations towards the settlement of a Claim and, with the written
consent of the Trustee (which the Trustee agrees not to unreasonably
withhold) the Company may make such settlement as it deems expedient,
provided however that the Trustee shall not be required, as part of
any proposed settlement of a Claim, to admit liability or agree to
indemnify the Company in respect of, or make contribution to, any
compensation or other payment for which provision is made under the
settlement. The Company shall pay any compensation or other payment
for which provision is made by such settlement.
9. GENERAL
9.1 LIMITATION OF ACTIONS. No legal action shall be brought and no cause
of action shall be asserted by or in the right of the Company or any
of its Related Companies against the Trustee, the Trustee's spouse,
heirs, executors or personal or legal representatives after the
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expiration of [TWO] years from the date of accrual of such cause of
action, and any claim or cause of action of the Company and any of
its Related Companies shall be extinguished and deemed released
unless asserted by the timely filing of a legal action within such
[TWO]-year period; provided, however, that if any shorter period of
limitation is otherwise applicable to such cause of action such
shorter period shall govern.
9.2 GENDER; PLURAL. In this Agreement wherever the singular or masculine
is used it will be construed as if the plural or feminine or neuter,
as the case may be, had been used where the context otherwise
requires, and a reference to a section by number is a reference to
the section so numbered in this Agreement.
9.3 NOTICES. All notices and other communications required to be given
by a party hereunder shall be in writing and shall be deemed to have
been duly given: (a) upon delivery, if delivered by hand; (b) one
(1) business day after the business day of deposit with an overnight
courier, if delivered by overnight courier, freight prepaid; (c)
five (5) days after deposit with the applicable postal service, if
delivered by first class mail postage prepaid; or (d) one (1) day
after the business day of delivery by facsimile transmission, if
delivered by facsimile transmission and a facsimile transmission
confirmation is obtained in respect thereof, with a copy by first
class mail postage prepaid, to the other party at the other party's
address specified above or to the last known facsimile number of
such party, as applicable, or at such other address or to such other
facsimile number as the other party may have last specified in
writing to the party intending to convey the notice or other
communication.
9.4 TIME. Time shall be of the essence of this Agreement.
9.5 HEADINGS. The headings in this Agreement are inserted for ease of
reference only and shall have no effect on the construction or
interpretation of this Agreement.
9.6 GOVERNING LAW. This Agreement shall be construed, interpreted,
governed by and enforced in accordance with the laws of the State of
Washington, U.S.A., applicable to contracts made and to be performed
in the State of Washington, U.S.A., without giving effect to the
principles of conflicts of laws. Each of the parties hereby
irrevocably attorns to the non-exclusive jurisdiction of the courts
of Seattle, Washington, U.S.A., with respect to any matters arising
out of this Agreement.
9.7 ENTIRE AGREEMENT. [OTHER THAN o CONTAINED IN THE EMPLOYMENT AGREEMENT
BETWEEN THE TRUSTEE AND THE COMPANY DATED THE o DAY OF o, o
(THE "EMPLOYMENT AGREEMENT")], this Agreement contains the entire
agreement between the parties relating to the subject matter hereof
and there are no agreements, representations or warranties, express or
implied, which are collateral hereto. [FOR GREATER CERTAINTY,
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEM ENT, THE
PARTIES HERETO ACKNOWLEDGE AND AGREE THAT NOTHING CONTAINED HEREIN
IS INTENDED TO MODIFY, ABRIDGE, LIMIT OR AFFECT ANY OF THE RIGHTS OR
OBLIGATIONS OF THE PARTIES HERETO CONTAINED IN THE EMPLOYMENT
AGREEMENT. NTD: AMEND ACCORDINGLY DEPENDING ON WHETHER TRUSTEE HAS A
PRE-EXISTING EMPLOYMENT AGREEMENT WITH THE COMPANY.]
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9.8 NONEXCLUSIVITY. The rights of the Trustee hereunder shall be in
addition to any rights the Trustee may have under
[THE EMPLOYMENT AGREEMENT,] the Restated Declaration of Trust of
the Company, including any amendments thereto or restatements
thereof, Chapter 23.90 of the RCW, as amended, Title 23B of the
RCW, as amended, or otherwise. To the extent that any change(s) in
Chapter 23.90 and/or Title 23B of the RCW (whether by statute or
judicial decision) permits greater indemnification by agreement
than would be afforded currently under the Company's Restated
Declaration of Trust, as amended, and this Agreement, it is the
intent of the parties hereto that the Trustee shall enjoy by this
Agreement the benefits so afforded by such change(s).
9.9 INSURANCE. To the extent the Company maintains an insurance policy or
policies providing trustees', directors' and officers' liability
insurance, the Trustee shall be covered by such policy or policies, in
accordance with its or their terms, to the maximum extent of the
coverage available for any trustee, director or officer of the Company.
9.10 AMENDMENTS. This Agreement may only be amended by a written agreement
signed by both of the parties hereto.
9.11 WAIVERS. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing
waiver.
9.12 FURTHER ASSURANCES. Each of the parties agrees to promptly do all such
further acts, and promptly execute and deliver all such further
documents, as may be necessary or advisable for the purpose of giving
effect to or carrying out the intent of this Agreement.
9.13 SUCCESSORS AND ASSIGNS. This Agreement shall enure to the benefit of
and be binding upon the parties hereto and their respective successors,
including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business
and/or assets of the Company, assigns, spouses, heirs, executors and
personal and legal representatives. This Agreement shall continue in
effect regardless of whether the Trustee continues to serve as a
director, officer or trustee of the Company, any of its Related
Companies or of any other enterprise at the Company's request.
9.14 SEVERABILITY. The provisions of this Agreement shall be severable in
the event that any of the provisions hereof (including any provision
within a single section, paragraph or sentence) are held by a court of
competent jurisdiction to be invalid, void or otherwise unenforceable
in any respect, and the validity and enforceability of any such
provision in every other respect and of the remaining provisions
hereof shall not be in any way impaired and shall remain enforceable
to fullest extent permitted by law.
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9.15 COUNTERPARTS. This Agreement may be executed in any number of
counterparts with the same effect as if all parties had signed the
same document. All counterparts will constitute one and the same
agreement. This Agreement may be executed and transmitted by
facsimile transmission and if so executed and transmitted this
Agreement will be for all purposes as effective as if the parties
had delivered an executed original Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement, in the case
of a corporate party by its duly authorized officer or officers, as of the date
first written above.
SIGNED, SEALED AND DELIVERED by o in )
the presence of: )
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Signature )
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Name )
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) o
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Address )
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Occupation )
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XXXXXX INTERNATIONAL INC. )
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By: ----------------------------------)
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Name:---------------------------------)
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Title:--------------------------------)
