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Title: |
Management Agreement |
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Entities: |
Fleet National Bank; Mccormick & Schmicks Seafood Restaurants Inc. |
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Date: |
2004 |
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Size: |
22KB total |
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Price: |
$35 |
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ID: |
#1398999 |
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MANAGEMENT AGREEMENT
MANAGEMENT AGREEMENT (this Agreement) made as of this 22nd day of August, 2001 by and among Bruckmann, Rosser, Sherrill & Co., LLC., a Delaware limited liability company (BRS), Castle Harlan, Inc., a Delaware corporation (CHI), McCormick & Schmick Acquisition Corp., a Delaware corporation (the Company), and McCormick & Schmick Restaurant Corp., a Delaware corporation (Restaurant Corp.).
W I T N E S S E T H:
WHEREAS, the Company desires to retain BRS to provide business and organizational strategy, financial and investment management, advisory and merchant and investment banking services to the Company upon the terms and conditions hereinafter set forth, and BRS is willing to undertake such obligations.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:
1. Appointment. The Company hereby engages BRS, and BRS hereby agrees, upon the terms and subject to the conditions set forth herein, to provide certain services to the Company as described in Section 3 hereof.
2. Term. The term of this Agreement (the Term) shall be for an initial term expiring ten years after the date hereof. Such term shall be renewed automatically for additional one-year terms thereafter unless BRS or the Company shall give notice in writing within 90 days before the expiration of the initial term or any one-year renewal thereof of its desire to terminate this Agreement. The provisions of Section 6 and such other provisions of this Agreement as the context so requires shall survive the termination of this Agreement.
3. Duties of BRS. BRS shall provide the Company with business and organizational strategy, financial and investment management, advisory and merchant and investment banking services, as the Company may reasonably request from time to time (collectively, the Services).
The Company will use the Services of BRS and BRS will make itself available for the performance of the Services upon reasonable notice. BRS will perform the Services at the times and places reasonably requested by the Company to meet its needs and requirements, taking into account other engagements that BRS may have.
3.1. Exclusions from Services. Notwithstanding anything in the foregoing to the contrary, the following services are specifically excluded from the definition of Services:
(i) Independent Accounting Services. Accounting services rendered to the Company or BRS by an independent accounting firm or accountant (i.e., an accountant who is not an employee of BRS);
(ii) Legal Services. Legal services rendered to the Company or BRS by an independent law firm or attorney (i.e., an attorney who is not an employee of BRS);
(iii) Transaction Services. Services rendered in connection with any transaction (including, without limitation, any merger, acquisition, divestiture or financing) in which the Company or any of its subsidiaries or affiliates may be, or may consider becoming, involved (Transaction Services); it being understood that before the Company or any of its subsidiaries or affiliates engages any person or entity to provide any Transaction Services, BRS and CHI shall be first approached and shall have a thirty day period during which they may decide (upon the mutual agreement of CHI and BRS ) to perform (either jointly or severally), for an additional fee to be established at such time, any such Transaction Services; and
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