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Title: |
Consulting Agreement |
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Entities: |
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Date: |
2004 |
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Size: |
Preview shows 6KB of 63KB total |
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Price: |
$50 |
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ID: |
#1056072 |
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CONSULTING AGREEMENT
BETWEEN
KANSAS CITY SOUTHERN
AND
JOSE F. SERRANO INTERNATIONAL BUSINESS, S.A. DE C.V.
<PAGE>
TABLE OF CONTENTS
PAGE
1. Construction.............................................................1
2. Engagement...............................................................2
3. Duties...................................................................3
4. Term.....................................................................4
5. Consulting Services Fees and Escrow......................................4
6. VAT Claim and Put Advisory Fee...........................................5
7. Restrictions on Transfer of Consulting Firm Stock........................5
8. Termination..............................................................5
9. Non-Disclosure...........................................................7
10. Duties Upon Termination; Survival........................................8
11. Compliance with Laws.....................................................8
12. Indemnification..........................................................9
13. Notice..................................................................10
14. Amendment...............................................................11
15. Successors in Interest..................................................11
16. Severability............................................................11
17. Governing Law; Dispute Resolution.......................................11
18. Entire Agreement; Effective Time........................................14
<PAGE>
TABLE OF DEFINITIONS
"ACQUISITION" shall have the meaning set forth in the Recitals to this
Agreement.
"ACQUISITION AGREEMENT" shall have the meaning set forth in the Recitals to this
Agreement.
"AFFILIATE" shall mean, with respect to a specified person, (i) any person that
directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the specified person, and (ii)
any person that is an officer, director, trustee, member or general member of,
or serves in a similar capacity with respect to, the specified person, or of
which the specified person is an officer, director, trustee, member or general
member, or with respect to which the specified person serves in a similar
capacity. For purposes of this definition, the term "control" when used with
respect to a person (including entities incorporated or organized in the UMS)
means (a) the beneficial ownership of 10% or more of the voting interests in
such person, or (b) the possession, direct or indirect, of the power to direct
or cause the direction of the management and policies of such person, whether
through the ownership of voting securities, by contract or otherwise.
"AGREEMENT" shall have the meaning set forth in the preamble of this Agreement.
"ANNUAL FEE" shall have the meaning set forth in SECTION 5(A) of this Agreement.
"ARBITRATION COSTS" shall have the meaning set forth in SECTION 17(E)(II) of
this Agreement.
"ARBITRATION DEMAND" shall have the meaning set forth in SECTION 17(D) of this
Agreement.
"ARBITRATORS" shall have the meaning set forth in SECTION 18(E) of this
Agreement.
"BOARD" shall mean the Board of Directors of Company.
"BUSINESS" shall have the meaning set forth in the Recitals to this Agreement.
"BUSINESS DAY" shall mean any day that is not a Saturday, a Sunday or other day
on which banks are required or authorized by law to be closed in the U.S. or the
UMS.
"COMPANY" shall have the meaning set forth in the preamble of this Agreement.
"COMPANY TRADE SECRET" shall have the meaning set forth in SECTION 9 of this
Agreement.
"CONSOLIDATED FEE" shall have the meaning set forth in SECTION 5(A) of this
Agreement.
"CONSULTING COMPENSATION ESCROW" shall have the meaning set forth in SECTION
5(A) of this Agreement.
"CONSULTING COMPENSATION ESCROW AGENT" shall have the meaning set forth in
SECTION 5(A) of this Agreement.
<PAGE>
"CONSULTING COMPENSATION ESCROW AGREEMENT" shall have the meaning set forth in
SECTION 5(A) of this Agreement.
"CONSULTING FIRM" shall have the meaning set forth in the preamble of this
Agreement.
"CONSULTING FIRM STOCK" shall have the meaning set forth in SECTION 5(C) of this
Agreement.
"CONSULTING SERVICES" shall have the meaning set forth in SECTION 3(A) of this
Agreement.
"DISABILITY" shall have the meaning set forth in SECTION 8(B) of this Agreement.
"DISPUTES" shall have the meaning set forth in SECTION 17(A) of this Agreement.
"DISPUTE NOTICE" shall have the meaning set forth in SECTION 17(C) of this
Agreement.
"DOLLARS" or "$" shall have the meaning set forth in SECTION 1(A)(IX) of this
Agreement.
"EFFECTIVE TIME" shall mean the time of the occurrence of the Closing of the
Acquisition Agreement.
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