IN
NO EVENT SHALL OUR AGGREGATE CONTRIBUTION HEREUNDER EXCEED THE AMOUNT OF FEES
ACTUALLY RECEIVED BY US IN RESPECT OF THE TRANSACTION AT ISSUE PURSUANT TO THIS
AGREEMENT.
THE AMOUNT PAID OR PAYABLE BY A PARTY AS A RESULT OF THE LOSSES,
CLAIMS, DAMAGES AND LIABILITIES REFERRED TO ABOVE WILL BE DEEMED TO INCLUDE ANY
LEGAL OR OTHER FEES OR EXPENSES REASONABLY INCURRED IN DEFENDING ANY ACTION OR
CLAIM.
THE COMPANY AND WE AGREE THAT IT WOULD NOT BE JUST AND EQUITABLE IF
CONTRIBUTION PURSUANT TO THIS PARAGRAPH WERE DETERMINED BY PRO RATA ALLOCATION
OR BY ANY OTHER METHOD WHICH DOES NOT TAKE INTO ACCOUNT THE EQUITABLE
CONSIDERATIONS REFERRED TO IN THIS PARAGRAPH.
THE INDEMNITY, CONTRIBUTION AND
EXPENSE REIMBURSEMENT OBLIGATIONS THAT THE COMPANY HAS UNDER THIS LETTER SHALL
BE IN ADDITION TO ANY THE COMPANY OR PANAMSAT MAY HAVE, AND NOTWITHSTANDING ANY
OTHER PROVISION OF THIS LETTER, SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
6.
ANY ADVICE OR OPINIONS PROVIDED BY US MAY NOT BE DISCLOSED OR REFERRED TO
PUBLICLY OR TO ANY THIRD PARTY (OTHER THAN PANAMSAT'S LEGAL, TAX, FINANCIAL OR
OTHER ADVISORS), EXCEPT IN ACCORDANCE WITH OUR PRIOR WRITTEN CONSENT.
7.
WE SHALL ACT AS AN INDEPENDENT CONTRACTOR, WITH DUTIES SOLELY TO
PANAMSAT.
THE PROVISIONS HEREOF SHALL INURE TO THE BENEFIT OF AND SHALL BE
BINDING UPON THE PARTIES HERETO
3
AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
NOTHING IN THIS AGREEMENT,
EXPRESSED OR IMPLIED, IS INTENDED TO CONFER ON ANY PERSON OTHER THAN THE PARTIES
HERETO OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND, TO THE EXTENT EXPRESSLY
SET FORTH HEREIN, THE INDEMNIFIED PARTIES, ANY RIGHTS OR REMEDIES UNDER OR BY
REASON OF THIS AGREEMENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
PARTIES ACKNOWLEDGE THAT NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, IS
INTENDED TO CONFER ON ANY PRESENT OR FUTURE HOLDERS OF ANY SECURITIES OF THE
COMPANY OR ITS SUBSIDIARIES OR AFFILIATES, OR ANY PRESENT OR FUTURE CREDITOR OF
THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES, ANY RIGHTS OR REMEDIES UNDER OR
BY REASON OF THIS AGREEMENT OR ANY PERFORMANCE HEREUNDER.
8.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK.
9.
THIS AGREEMENT SHALL CONTINUE IN EFFECT FROM YEAR TO YEAR UNLESS AMENDED
OR TERMINATED BY MUTUAL CONSENT.
10.
EACH PARTY HERETO REPRESENTS AND WARRANTS THAT THE EXECUTION AND DELIVERY
OF THIS AGREEMENT BY SUCH PARTY HAS BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION
OF SUCH PARTY.
11.
IF ANY TERM OR PROVISION OF THIS AGREEMENT OR THE APPLICATION THEREOF
SHALL, IN ANY JURISDICTION AND TO ANY EXTENT, BE INVALID AND UNENFORCEABLE, SUCH
TERM OR PROVISION SHALL BE INEFFECTIVE, AS TO SUCH JURISDICTION, SOLELY TO THE
EXTENT OF SUCH INVALIDITY OR UNENFORCEABILITY WITHOUT RENDERING INVALID OR
UNENFORCEABLE ANY REMAINING TERMS OR PROVISIONS HEREOF OR AFFECTING THE VALIDITY
OR ENFORCEABILITY OF SUCH TERM OR PROVISION IN ANY OTHER JURISDICTION.
TO THE
EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO WAIVE ANY PROVISION OF
LAW THAT