ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is entered into as of June 13, 2003, between Global Entertainment Corporation, a Nevada corporation (“Global”) and Cragar Industries, Inc., a Delaware corporation (“Company”).
RECITALS
A. On even date herewith, Global and the Company have executed an Agreement and Plan of Merger and Reorganization (the “Reorganization Agreement”) providing for Company to become a wholly-owned subsidiary of Global.
B. Global has agreed with Company to provide certain services as set forth in this Agreement pending the Closing of the transactions contemplated by the Reorganization Agreement on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and for other good and valuable consideration, received to the full satisfaction of each of them, the parties hereto, intending to be legally bound hereby, agree as follows:
AGREEMENTS
1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Reorganization Agreement.
2. Services. Global shall, or cause one or more of its affiliates to, provide services to Company as set forth on Exhibit A hereto (the “Services”).
3. Costs.
(a) Any out-of-pocket costs and expenses incurred by Global in connection with the performance of the Services shall be billed by Global and paid by Company on a monthly basis. Any out-of-pocket costs and expenses in excess of Five Hundred Dollars ($500.00) that are outside of the normal course of business, must be pre-approved by Company.
(b) Company shall pay Global the monthly fees identified in Exhibit B for the Services.
4. Termination. This Agreement will terminate upon the earlier to occur of (i) such date and time as the Reorganization Agreement shall have been terminated pursuant to Article 8 thereof, (ii) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Reorganization Agreement, (iii) thirty (30) days following the receipt by Company of notice from Global that it desires to terminate this Agreement. or (iv) within five (5) business days following the receipt by Global of notice from Company that it desires to terminate this Agreement.
5. Relationship of the Parties. In all matters relating to this Agreement, each party shall be solely responsible for the acts of its employees, and employees of one party shall not be considered employees of the other party. Except as otherwise provided in this Agreement, no party shall have any right, power or authority to create any obligation, express or implied, on behalf of the other party.
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