APPLICATION THEREOF TO ANY PERSON (INCLUDING, THE OFFICERS AND
DIRECTORS OF THE COMPANY) OR CIRCUMSTANCE IS DETERMINED BY A COURT OF COMPETENT
JURISDICTION TO BE INVALID, VOID OR UNENFORCEABLE, THE REMAINING PROVISIONS
HEREOF, OR THE APPLICATION OF SUCH PROVISION TO PERSONS OR CIRCUMSTANCES OTHER
THAN THOSE AS TO WHICH IT HAS BEEN HELD INVALID OR UNENFORCEABLE, WILL REMAIN IN
FULL FORCE AND EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED
THEREBY, SO LONG AS THE ECONOMIC OR LEGAL SUBSTANCE OF THE TRANSACTIONS
CONTEMPLATED HEREBY IS NOT AFFECTED IN ANY MANNER MATERIALLY ADVERSE TO ANY
PARTY.
UPON SUCH DETERMINATION, THE PARTIES SHALL NEGOTIATE IN GOOD FAITH IN AN
EFFORT TO AGREE UPON A SUITABLE AND EQUITABLE SUBSTITUTE PROVISION TO EFFECT THE
ORIGINAL INTENT OF THE PARTIES.
(J)
ENTIRE AGREEMENT.
THIS AGREEMENT AND
THE AGREEMENTS REFERRED TO HEREIN CONSTITUTE THE FULL AND ENTIRE UNDERSTANDING
AND AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PRIOR WRITTEN OR ORAL
AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF.
[signature page follows]
6
IN WITNESS WHEREOF, Parent and Stockholder have caused this Agreement to be
executed as of the date first written above.
Fairfax Financial Holdings Limited
By:
Name:
Title:
[STOCKHOLDER]
By:
Name:
Title:
[Address]
[Address]
[FAX]