REASON OF SUCH BREACH WILL NOT DEPRIVE SUCH
PARTY OF THE RIGHT TO TAKE ACTION AT ANY TIME WHILE SUCH BREACH CONTINUES.
17.
SUCCESSORS.
THIS AGREEMENT SHALL BE BINDING UPON, AND INURE TO
THE BENEFIT OF, THE COMPANY AND ITS SUCCESSORS AND ASSIGNS AND UPON ANY PERSON
ACQUIRING, WHETHER BY MERGER, CONSOLIDATION, PURCHASE OF ASSETS OR OTHERWISE,
ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS AND BUSINESS.
18.
NOTICES.
NOTICES AND ALL OTHER COMMUNICATIONS PROVIDED FOR IN
THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DELIVERED PERSONALLY OR SENT BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, OR SENT
BY FACSIMILE OR PREPAID OVERNIGHT COURIER TO THE PARTIES AT THE ADDRESSES SET
FORTH BELOW (OR SUCH OTHER ADDRESSES AS SHALL BE SPECIFIED BY THE PARTIES BY
LIKE NOTICE).
SUCH NOTICES, DEMANDS, CLAIMS AND OTHER COMMUNICATIONS SHALL BE
DEEMED GIVEN: (X) WHEN RECEIVED IF GIVEN IN PERSON OR BY COURIER SERVICE, (Y) ON
THE DATE OF TRANSMISSION IF SENT BY TELEX, FACSIMILE OR OTHER WIRE TRANSMISSION
OR (Z) THREE BUSINESS DAYS AFTER BEING DEPOSITED IN THE U.S. MAIL, CERTIFIED OR
REGISTERED MAIL, POSTAGE PREPAID:
(A)
IF TO THE COMPANY, ADDRESSED AS FOLLOWS:
Republic Property Trust
1280 Maryland Avenue, Suite 280
Washington, D.C. 20024
Counsel
Facsimile: (202) 863-4049
(B)
IF TO THE EXECUTIVE, ADDRESSED AS FOLLOWS:
Mark R. Keller
4615 Laverock Place, N.W.
Washington, D.C. 20007
Facsimile: (202) 863-4049:
19.
WAIVER OF JURY TRIAL.
TO THE EXTENT PERMITTED BY APPLICABLE LAW,
THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
20.
COSTS OF DISPUTES.
THE COMPANY SHALL REIMBURSE THE EXECUTIVE'S
REASONABLE EXPENSES, INCLUDING LEGAL FEES (I) TO NEGOTIATE AND PREPARE THIS
AGREEMENT UP TO A MAXIMUM OF $50,000; (II) IN ANY DISPUTE UNDER THIS AGREEMENT
IN WHICH THE EXECUTIVE PREVAILS ON A MAJORITY OF THE MATERIAL CLAIMS.
21.
SURVIVAL OF AGREEMENT.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN
THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THIS AGREEMENT
SHALL SURVIVE THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY.
15
22.
ENTIRE AGREEMENT.
EXCEPT AS OTHERWISE NOTED HEREIN THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES CONCERNING THE SUBJECT
MATTER HEREOF AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS, IF ANY,
BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF.
23.
ACKNOWLEDGEMENT BY EXECUTIVE.
THE EXECUTIVE REPRESENTS TO THE
COMPANY THAT HE IS KNOWLEDGEABLE AND SOPHISTICATED AS TO BUSINESS MATTERS,
INCLUDING THE SUBJECT MATTER OF THIS AGREEMENT, THAT HE HAS READ THIS AGREEMENT
AND THAT HE UNDERSTANDS ITS TERMS.
THE EXECUTIVE ACKNOWLEDGES THAT, PRIOR TO
ASSENTING TO THE TERMS OF THIS AGREEMENT; HE HAS BEEN GIVEN A REASONABLE TIME TO
REVIEW IT, TO CONSULT WITH COUNSEL OF HIS CHOICE, AND TO NEGOTIATE AT
ARM'S-LENGTH WITH THE COMPANY AS TO THE CONTENTS.
THE EXECUTIVE AND THE COMPANY
AGREE THAT THE LANGUAGE USED IN THIS AGREEMENT IS THE LANGUAGE CHOSEN BY THE
PARTIES TO EXPRESS THEIR MUTUAL