OR BY SUCCESSION TO THE BUSINESS OF AGI PURSUANT TO A PLAN OF
REORGANIZATION APPROVED BY THE U.S. BANKRUPTCY COURT.
IN ADDITION, THE COMPANY
WILL REQUIRE ANY SUCH SUCCESSOR EXPRESSLY TO ASSUME AND AGREE, BY WRITTEN
AGREEMENT, TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT
THE COMPANY WOULD BE REQUIRED TO PERFORM IF NO SUCH SUCCESSION HAD TAKEN PLACE.
Legal Advice
39.
THE EXECUTIVE 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 EXECUTIVE FOR ALL REASONABLE
LEGAL EXPENSES INCURRED IN CONNECTION WITH ANY DISPUTE INVOLVING THE EXECUTIVE,
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 EXECUTIVE IN RESPECT OF ANY ACTION
OR ACTIONS COMMENCED BY THE EXECUTIVE 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 THE AGREEMENT OR AFTER; PROVIDED THAT,
IN REGARD TO SUCH MATTERS, THE EXECUTIVE HAS NOT ACTED IN BAD FAITH OR WITH NO
COLORABLE CLAIM OF SUCCESS.
HOWEVER, THE COMPANY SHALL NOT BE REQUIRED TO
REIMBURSE THE EXECUTIVE FOR ANY LEGAL COSTS OR EXPENSES IN RELATION TO ANY
ACTION COMMENCED BY THE COMPANY TO ENFORCE THE CONFIDENTIALITY OR
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.
10
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 Executive:
Paul A. Houston
5 Hewison Court
Ajax, Ontario, L1T 3X7
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