OR FAILS
GENERALLY TO PAY ITS DEBTS, AS THEY BECOME DUE.
The Business Manager agrees that if any of the events specified in subsections
(b) and (c) of this Section 17 occur, it will give written notice thereof to the
Company within seven (7) days after the occurrence of such event.
18.
ACTION UPON TERMINATION. THE BUSINESS
MANAGER SHALL NOT BE ENTITLED TO COMPENSATION AFTER THE DATE OF TERMINATION OF
THIS AGREEMENT FOR FURTHER SERVICES HEREUNDER, BUT SHALL BE PAID ALL
COMPENSATION ACCRUING TO THE DATE OF TERMINATION. UPON TERMINATION OF THIS
AGREEMENT, THE BUSINESS MANAGER SHALL:
(A)
PAY OVER TO THE COMPANY ALL MONEYS
COLLECTED AND HELD FOR THE ACCOUNT OF THE COMPANY PURSUANT TO THIS AGREEMENT,
AFTER DEDUCTING ANY ACCRUED COMPENSATION AND REIMBURSEMENT FOR EXPENSES TO WHICH
THE BUSINESS MANAGER IS ENTITLED;
(B)
DELIVER TO THE BOARD OF DIRECTORS A FULL
ACCOUNTING, INCLUDING A STATEMENT SHOWING ALL PAYMENTS COLLECTED BY THE BUSINESS
MANAGER AND A STATEMENT OF ALL MONEY HELD BY THE BUSINESS MANAGER, COVERING THE
PERIOD FOLLOWING THE DATE OF THE LAST ACCOUNTING FURNISHED TO THE BOARD OF
DIRECTORS;
(C)
DELIVER TO THE BOARD OF DIRECTORS ALL
PROPERTY AND DOCUMENTS OF THE COMPANY THEN IN THE CUSTODY OF THE BUSINESS
MANAGER; AND
(D)
COOPERATE WITH THE COMPANY AND TAKE ALL
REASONABLE STEPS REQUESTED BY THE COMPANY TO ASSIST THE BOARD OF DIRECTORS IN
MAKING AN ORDERLY TRANSITION OF THE FUNCTIONS PERFORMED BY THE BUSINESS MANAGER.
17
19.
TRADENAME AND MARKS.
CONCURRENT WITH
EXECUTING THIS AGREEMENT, THE COMPANY WILL ENTER INTO AN AGREEMENT GRANTING THE
COMPANY THE RIGHT, SUBJECT TO THE TERMS AND CONDITIONS OF LICENSE AGREEMENT, TO
USE THE "INLAND" NAME AND MARKS.
20.
AMENDMENTS. THIS AGREEMENT SHALL NOT BE
AMENDED, CHANGED, MODIFIED, TERMINATED OR DISCHARGED IN WHOLE OR IN PART EXCEPT
BY AN INSTRUMENT IN WRITING SIGNED BY BOTH PARTIES HERETO, OR THEIR RESPECTIVE
SUCCESSORS OR ASSIGNS, OR OTHERWISE PROVIDED HEREIN.
21.
SUCCESSORS AND ASSIGNS. THIS AGREEMENT SHALL
BIND ANY SUCCESSORS OR ASSIGNS OF THE PARTIES HERETO AS HEREIN PROVIDED.
22.
GOVERNING LAW. THE PROVISIONS OF THIS
AGREEMENT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO ITS CONFLICTS OF LAW
PRINCIPLES.
23.
LIABILITY AND INDEMNIFICATION.
(A)
THE COMPANY SHALL INDEMNIFY THE BUSINESS
MANAGER AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (INDIVIDUALLY AN
"INDEMNITEE", COLLECTIVELY THE "INDEMNITEES") TO THE SAME EXTENT AS THE COMPANY
MAY INDEMNIFY ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS UNDER ITS ARTICLES
OF INCORPORATION AND BYLAWS SO LONG AS:
(I)
THE INDEMNITEE HAS DETERMINED, IN GOOD
FAITH, THAT THE COURSE OF CONDUCT THAT CAUSED THE LOSS, LIABILITY OR EXPENSE WAS
IN THE BEST INTERESTS OF THE COMPANY;
(II)
THE INDEMNITEE WAS ACTING ON BEHALF OF, OR
PERFORMING SERVICES FOR, THE COMPANY;
(III)
THE LIABILITY OR LOSS WAS NOT THE RESULT OF
NEGLIGENCE OR MISCONDUCT ON THE PART OF THE INDEMNITEE; AND
(IV)
ANY AMOUNTS PAYABLE TO THE INDEMNITEE ARE PAID
ONLY OUT OF THE COMPANY'S NET ASSETS AND NOT FROM ANY