STILL BE PAYABLE TO THE CHAIRMAN HEREUNDER IF THE CHAIRMAN HAD
CONTINUED TO LIVE, ALL SUCH AMOUNTS, UNLESS OTHERWISE PROVIDED HEREIN, SHALL BE
PAID IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO THE DEVISEE, LEGATEE OR
OTHER DESIGNEE OF THE CHAIRMAN OR, IF THERE IS NO SUCH DESIGNEE, TO THE ESTATE
OF THE CHAIRMAN.
Legal Advice
39.
THE CHAIRMAN ACKNOWLEDGES THAT HE HAS
OBTAINED OR HAS HAD AN OPPORTUNITY TO OBTAIN INDEPENDENT LEGAL ADVICE IN
CONNECTION WITH THIS AGREEMENT, AND FURTHER ACKNOWLEDGES THAT HE HAS READ,
UNDERSTANDS, AND AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED
HEREIN.
40.
THE COMPANY AGREES TO REIMBURSE THE CHAIRMAN
FOR ALL REASONABLE LEGAL EXPENSES INCURRED IN CONNECTION WITH ANY DISPUTE
INVOLVING THE CHAIRMAN, THE COMPANY, ITS RELATED CORPORATIONS, AFFILIATES,
SUCCESSORS, OR ASSIGNS, OR ANY OTHER THIRD PARTY, AS BETWEEN ANY OF THEM,
ARISING FROM THE VALIDITY, INTERPRETATION, OR ENFORCEMENT OF THIS AGREEMENT OR
ANY OF ITS TERMS, INCLUDING ALL REASONABLE LEGAL EXPENSES INCURRED BY THE
CHAIRMAN IN RESPECT OF ANY ACTION OR ACTIONS COMMENCED BY THE CHAIRMAN TO
OBTAIN, ENFORCE, OR RETAIN ANY RIGHT, BENEFIT OR PAYMENT PROVIDED FOR IN THIS
AGREEMENT REGARDLESS OF WHETHER SUCH EXPENSES ARE INCURRED DURING THE TERM OF
THIS AGREEMENT OR AFTER; PROVIDED THAT, IN REGARD TO SUCH MATTERS, THE CHAIRMAN
HAS NOT ACTED IN BAD FAITH OR WITH NO COLORABLE CLAIM OF SUCCESS.
HOWEVER, THE
COMPANY SHALL NOT BE REQUIRED TO REIMBURSE THE CHAIRMAN FOR ANY LEGAL COSTS OR
EXPENSES IN RELATION TO ANY ACTION COMMENCED BY THE COMPANY TO ENFORCE THE
CONFIDENTIALITY AND NON-COMPETITION PROVISIONS HEREOF AND IN RESPECT OF WHICH IN
A COURT OF COMPETENT JURISDICTION THE COMPANY IS THE PREVAILING PARTY FOR EITHER
PRELIMINARY OR FINAL REMEDY.
Notice
41.
ANY DEMAND, NOTICE OR OTHER COMMUNICATION TO
BE GIVEN IN CONNECTION WITH THIS AGREEMENT SHALL BE GIVEN IN WRITING BY PERSONAL
DELIVERY, BY REGISTERED MAIL OR BY ELECTRONIC MEANS OF COMMUNICATION ADDRESSED
TO THE RECIPIENT AS FOLLOWS:
To the Chairman:
John S. Lacey
7071 Bayview Avenue
Suite 507
Thornhill, Ontario L3T 7Y8
11
To the Company:
Alderwoods Group Canada Inc.
259 Yorkland Road
Toronto. Ontario M2J 5B2
Attention:
Senior Vice-President, Legal & Compliance
With a copy to:
Alderwoods Group, Inc.
311 Elm Street
Suite 1000, First Floor
Cincinnati, OH 45202
Attention:
Senior Vice-President, Legal & Compliance
or such other address, individual or electronic communication as may be
designated by notice given by either party to the other.
Additional
42.
THE FAILURE OF A PARTY TO INSIST UPON STRICT ADHERENCE TO ANY TERM
OF THIS AGREEMENT ON ANY OCCASION SHALL NOT BE CONSIDERED A WAIVER OF SUCH
PARTY'S RIGHTS OR DEPRIVE SUCH PARTY OF THE RIGHT THEREAFTER TO INSIST UPON
STRICT ADHERENCE TO THAT TERM OR ANY OTHER TERM OF THIS AGREEMENT.
43.
NOTHING HEREIN EXPRESSED OR IMPLIED IS INTENDED OR SHALL BE
CONSTRUED TO CONFER UPON OR GIVE TO ANY PERSON, OTHER THAN (A) THE PARTIES TO
THIS AGREEMENT, (B) ANY PERMITTED ASSIGNEES OF THE COMPANY AND THE CHAIRMAN, AND