EXHIBIT 10.1
BROBECK
ATTORNEYS AT LAW
JULY 20, 2001 BROBECK, PHLEGER & HARRISON LLP
ONE MARKET, SPEAR STREET TOWER
VIA FACSIMILE AND U.S. MAIL SAN FRANCISCO, CALIFORNIA 94105
DIRECT 415.442-1173
FAX 415.442.1.010
SSNYDER@BROBECK.COM
Tickets.com
555 Anton Blvd., 12th Floor
Costa Mesa, CA 92626
Attn: W. Thomas Gimple
Co-Chairman and Chief Executive Officer
Re: Contingency Fee Arrangement
Ladies and Gentlemen:
This letter agreement ("Agreement") revises, consistent with our recent
discussions, Jim Burns' letter of May 21, 2001 and sets forth our mutual
understanding regarding the continuation of the representation of Tickets.com,
Inc., a Delaware corporation (together with its predecessors and subsidiaries,
"Tickets"), by Brobeck, Phleger & Harrison LLP ("Brobeck") in connection with
the case captioned Ticketmaster Corporation and Ticketmaster OnLine-City Search,
Inc. v. Tickets.com, Inc., Case No. 99-076754 HLH, now pending in the United
States District Court for the Central District of California (the "Litigation").
You have communicated to us Tickets' inability to pay our fees on the basis we
have used to date in respect of the Litigation. As we have discussed, Brobeck
would now be permitted, under the applicable Rules of Professional Conduct, to
withdraw from our representation of Tickets in the Litigation if we did not
continue to receive payment on our agreed upon terms. At some point in the
future, however, the Rules of Professional Conduct applicable to Brobeck could,
in the circumstances then prevailing, prevent Brobeck from withdrawing from
representation of Tickets in the Litigation, even if Tickets were unable to
compensate Brobeck for our services in connection with the Litigation.
Tickets has requested that we consider continuing to represent Tickets in the
Litigation on a contingency fee basis. As we discussed, contingency fee
arrangements shift the risk of success in the Litigation, at least in part, from
the client to the lawyer. We have discussed the terms of this Agreement and the
compensation Brobeck may be entitled to receive for that risk shifting. You have
informed us that the board of directors of Tickets has approved the economic
terms of the Agreement. By letter dated May 3, 2001, Brobeck separately advised
Tickets to consult with independent legal counsel before entering into the
arrangements contemplated by this Agreement. Tickets has confirmed that it has
sought and obtained the advice of independent counsel with respect to this
agreement.
Tickets.com, Inc.
July 20, 2001
Page 2
As we have discussed, Brobeck would not normally be willing to undertake the
arrangements contemplated by this Agreement. You have informed us that Tickets
has been pleased with Brobeck's representation of Tickets in the Litigation,
including, among other things, the dismissal of some of the plaintiffs' claims,
the denial of their motion for preliminary injunction and prosecution of a
counterclaim for antitrust violations, unfair competition and business torts.
The trial date in the Litigation is currently set for January 2003. Brobeck is
concerned, as you know, about Tickets' solvency and ability to compensate
Brobeck for its services through the trial date. Tickets has similarly advised
Brobeck that Tickets' board of directors intends to direct Tickets' limited
available capital resources toward its business, and that Tickets will not have
the ability to fund the prosecution of the Litigation, even though Tickets'
board of directors believes that a significant impediment to the growth of
Tickets' business would be lifted if Tickets were successful in the Litigation.
Given all of this, Tickets and Brobeck agree as follows:
1. Control of Litigation. Tickets, as client, will retain ultimate
authority to decide all issues that materially affect its cause. Tickets
hereby instructs Brobeck to use its judgment and discretion as to the
nature, scope, and type of legal services it shall provide in connection
with the Litigation. Brobeck will regularly consult with Tickets
concerning the legal services it provides and will use the sound
professional judgment exercised by firms of similar resources
experienced in complex civil litigation.
2. Staffing. Tickets hereby instructs Brobeck, to use its discretion and
judgment as to how to staff the Litigation by calling upon Brobeck
personnel to assist in representing Tickets when the circumstances of
the Litigation require.
3. Written Updates Regarding Litigation. On a quarterly basis, Brobeck
shall provide a written summary to Tickets outlining the legal services
Brobeck anticipates will be provided for the next quarter. Such summary
shall include an estimate of the costs to be incurred and the time to be
expended in connection with the Litigation.
4. Tickets Participating in Litigation. Tickets will actively participate
and cooperate fully in connection with the Litigation. Tickets'
assistance and cooperation shall include, but not be limited to, the
following: (a) provision of all information and documents in response to
requests made by Brobeck; (b) making available any current Tickets
employee as may be requested by Brobeck; (c) consultation with Brobeck
in connection with any employment action that might impact a Tickets
employee's ability or willingness to provide testimony or assistance in
the Litigation; (d) use of Tickets' best efforts to secure the
cooperation of any employee who is to be terminated and whose
cooperation is required in connection with the Litigation by use of
appropriate consulting agreements; (e) full disclosure of all relevant
information, whether documentary, testimonial or otherwise, relating to
the Litigation; (f) use of Tickets' best efforts to assist Brobeck in
locating and securing the testimony, documents or assistance of third
party witnesses; and (g) such other and further assistance as may be
requested by Brobeck.
Tickets.com, Inc.
July 20, 2001
Page 3
5. Periodic Billing Statements. In accordance with its normal policies and
procedures, Brobeck will issue to Tickets billing statements for the
legal services it renders in connection with the Litigation on a monthly
basis. The billing statements will identify the charges for the legal
services based upon guideline hourly rates established for each of
Brobeck's attorneys and other professionals and the time they spend on
the Litigation. Tickets will be under no obligation to pay the billing
statements for legal services until there is a full or partial
resolution of the Litigation, whether obtained by judgment, settlement
or otherwise (each, a "Resolution"). As it does with its clients in the
ordinary course, Brobeck will notify Tickets if, as and when Brobeck's
guideline fees change for services rendered by timekeepers working on
this matter.
6. Contingent Fee. Tickets shall pay to Brobeck, and Brobeck will be
entitled to receive as attorneys' fees for the "contingent work"
(defined below) legal services Brobeck renders in connection with the
Litigation, a fee which is contingent upon the outcome achieved at any
Resolution ("Contract Contingent Fee"). The amount of the Contract
Contingent Fee shall be the greater of (i) fifty percent (50%) of the
"Case Recovery" or (ii) the amount of any court-awarded attorneys' fees
included in the "Case Recovery." The "Case Recovery" means the value of
the aggregate consideration that Tickets becomes entitled to in
connection with any Resolution, less the amount of (a) the difference
between (i) the attorneys' fees paid to Brobeck for work prior to the
onset of this Agreement and (ii) the amount of those fees for which
Tickets is seeking reimbursement from its insurers, and (b) the
difference between (i) costs, expenses and disbursements invoiced by
Brobeck, experts, and others and paid by Tickets with respect to goods
and services purchased or rendered in connection with the Litigation and
(ii) the amount of such costs, expenses and disbursements for which
Tickets claims it is entitled to be reimbursed from its insurers. The
Contract Contingent Fee is not set by law and has been negotiated by and
between Brobeck and Tickets in connection with this Agreement.
If all or part of the Case Recovery is (a) in any form other than cash
or (b) involves a business contract, joint venture, partnership or other
arrangement of any type or kind in which Tickets is to participate
(collectively, the "Non-Cash Elements"), the Case Recovery shall be
calculated based upon the value of the cash and Non-Cash Elements. In
connection with any Non-Cash Element, Tickets and Brobeck shall meet and
confer in good faith to establish the value of the Non-Cash Element. If
Tickets and Brobeck cannot reach agreement on the value of a Non-Cash
Element within thirty days of the date of the Resolution, the matter
shall be submitted to the "Arbitrator" for determination pursuant to the
provisions of this Agreement. The "Arbitrator" shall be (a) Eugene F.
Lynch of JAMS/Endispute, or (b) if Mr. Lynch is unavailable, another
panelist from the San Francisco office of JAMS/Endispute as to whom
Tickets and Brobeck mutually agree within forty (40) days of the Final
Resolution, or, if no panelist is selected pursuant to (a) or (b), then
(c) another panelist from the San Francisco of JAMS/Endispute who shall
be selected pursuant to Rule 12 of the JAMS/Endispute Streamlined Rules
For Arbitration.
Tickets.com, Inc.
July 20, 2001
Page 4
The procedure for determining the Arbitrator set forth in this paragraph
6 shall also apply to the selection of the Arbitrator for any other
purpose contemplated by this Agreement. Tickets shall pay the Contract
Contingent Fee in full to Brobeck upon receipt of any cash in connection
with the Case Recovery, unless the cash consideration is paid to Tickets
in installments and the first payment is insufficient to pay the full L
Contingent Fee due Brobeck. If the first cash payment is insufficient to
pay the full Contingent Fee to Brobeck, Tickets shall pay Brobeck 75% of
the amount of each installment out of the same upon receipt of each such
installment until the Contingent Fee is paid in full. The amount
remaining unpaid after payment of the first installment shall bear
interest from the date of Resolution at the Citibank prime rate, as may
be in effect from time to time, plus one percent; this debt shall
further be evidenced by a promissory note secured by a security interest
in the Litigation (the "Note"). The Note may be paid down, in whole or
in part, prior to the maturity date without penalty. Tickets hereby
grants Brobeck a contractual and equitable first lien and security
interest on the Case Recovery to secure its entitlement to the Contract
Contingent Fee, and Tickets shall execute and deliver to Brobeck such
UCC financing statements and such other documents as Brobeck may
reasonably request to perfect such lien and security interest.
Tickets shall pay the Contract Contingent Fee to Brobeck with respect to
the value of any Non-Cash Elements as follows: (a) fifty percent of the
value within one-hundred twenty days of the execution of any settlement
agreement in connection with the Litigation; and (b) the balance in
equal monthly installments spread over a period of three years
commencing on the date of Resolution. This latter amount shall bear
interest from the date of Resolution at the Citibank prime rate, as may
be in effect from time to time, plus one percent; this debt shall
further be evidenced by a promissory note secured by secured by a
security interest in the Litigation (the "Note"). The Note may be paid
down, in whole or in part, prior to the maturity date without penalty.
Tickets hereby grants Brobeck a contractual and equitable first lien and
security interest on the Case Recovery to secure its entitlement to the
Contract Contingent Fee, and Tickets shall execute and deliver to
Brobeck such UCC financing statements and such other documents as
Brobeck may reasonably request to perfect such lien and security
interest.
7. Costs. Tickets shall pay all costs, disbursements and out-of pocket
expenses associated with the Litigation, including but not limited to
travel expenses, deposition costs, transcripts costs, expert witness
fees, photocopying costs, facsimile costs, and telephone costs without
regard to the outcome of the Litigation. Unless other arrangements are
made between the parties, "costs" shall also include the attorneys' fees
and costs necessary for co-counsel McCutchen, Doyle Brown & Enersen LLP
to perform their role in the Litigation, including without limitation
their role with respect to SFX Entertainment, Inc. The costs shall be
billed to Tickets by Brobeck or the vendor providing such services on a
monthly basis and shall be payable within thirty days of the invoice
date. On or before the 210th day before the date schedule for the
commencement of trial in the Litigation ("Trial Date"), Brobeck shall
provide a written estimate of those
Tickets.com, Inc.
July 20, 2001
Page 5
costs, expenses and disbursements necessary for the conduct of the trial
of the Litigation ("Trial Costs"). On or before the 180th day before the
Trial Date, Tickets shall deposit with Brobeck the full amount of the
Trial Costs. On or before the 120th day before the Trial Date, Brobeck
shall issue a revised estimate of the Trial Costs. Within ninety days of
the Trial Date, Tickets shall pay any additional amount for Trial Costs
as set forth in the revised estimate.
If Tickets fails to make any required deposit of Trial Costs (to a
maximum of $2.5 million plus costs related to estimated fees and costs
of McCutchen, Doyle, Brown & Enerson) set forth in the preceding
paragraph, Brobeck, in its sole and unfettered discretion, may withdraw
as counsel in the Litigation. Within fourteen days of Tickets' receipt
of Brobeck's election to withdraw, Tickets shall substitute other
lawyers as Tickets' counsel in the Litigation. If Tickets fails to make
any of the required deposits of Trial Costs set forth above and further
fails to substitute new counsel as set forth above, Tickets consents,
agrees and covenants that Brobeck may withdraw as counsel of record for
Tickets and will not oppose, in any fashion or form, any motion made by
Brobeck in the Litigation to withdraw as counsel of record for Tickets.
8. Compensation in the Event of Withdrawal. If Tickets fails to make any
required deposit of Trial Costs, and Brobeck elects to withdraw as
counsel in the Litigation, Tickets shall pay, and Brobeck, in its sole
and unfettered discretion, shall be entitled to receive, as compensation
for the legal services provided in the Litigation, either (a) the amount
of Contract Contingent Fee or (b) the aggregate timekeepers' fees
incurred by Brobeck in connection with the Litigation from June 1, 2001
plus the aggregate timekeepers' fees for any work on Brobeck's June 2001
invoice for work in May 2001 (hereby defined as "contingent work," as
opposed to hourly paid work) to the date that Brobeck withdraws or
terminates as counsel in the Litigation, calculated at 250% of Brobeck's
guideline hourly rates in effect from time to time (the "Enhanced Hourly
Fee"). Brobeck shall notify Tickets of its election pursuant to this
paragraph 8 within seven days of the date of Brobeck's notice to Tickets
of its withdrawal.
9. Brobeck's Entitlement to Attorneys' Fees Payments. While any amounts for
any attorneys' fees awarded by the Trial Court or the appellate courts
for work Brobeck performs is to be included (for purposes of calculating
any percentage contingency fee) in the "Case Recovery," notwithstanding
any other provision herein, if attorneys' fees are awarded for work
performed by Brobeck, Brobeck's recovery under the Contingency Fee
provisions herein shall not be less than the amount of attorneys' fees
awarded for its work.
10. Settlement Authority. Brobeck shall not settle the Litigation except
with the consent of Tickets, and Tickets agrees that its consent will
not unreasonably be withheld. If Brobeck or Tickets desires to settle
the Litigation after receipt of a settlement proposal, and the other
party objects to such settlement proposal, the objecting party shall
present
Tickets.com, Inc.
July 20, 2001
Page 6
its objections to the settlement proposal to the other party in writing
within two days of reaching an impasse. Brobeck and Tickets shall meet
and confer in good faith in an effort to resolve their differences
regarding the settlement proposal. If Tickets and Brobeck are unable to
resolve their differences within five (5) additional days, then whether
Tickets shall accept the settlement proposal shall be referred to the
Arbitrator within the next ten (10) days for determination. Tickets and
Brobeck shall present their respective positions with respect to the
settlement proposal in such form and at such time as determined by the
Arbitrator. If the Arbitrator determines that the settlement proposal
should be accepted in light of all circumstances known to him, then
Tickets and Brobeck shall accept the settlement proposal. If the
Arbitrator determines that the settlement proposal should not be
accepted in light of all the circumstances known to him, then Tickets
shall not accept the settlement proposal.
If Tickets takes some action with respect to the acceptance or rejection
of a settlement proposal which impairs the operation of the terms of
this paragraph 10 with respect to cooperation in developing and
responding to settlement options or opportunities and to which Brobeck
objects, Brobeck, in its sole and unfettered discretion, may withdraw as
counsel in the Litigation. Within fourteen days of Tickets' receipt of
Brobeck's election to withdraw, Tickets shall substitute other lawyers
as Tickets' counsel in the Litigation. If Tickets takes some action with
respect to the acceptance or rejection of a settlement proposal to which
Brobeck objects and Tickets further fails to substitute new counsel as
set forth in this paragraph 10, Tickets agrees and covenants that it
will not oppose, in any fashion or form, any motion made by Brobeck in
the Litigation to withdraw as counsel of record for Tickets.
In the event that Brobeck withdraws as counsel under this paragraph 10,
Brobeck shall be entitled to elect between the Enhanced Fee, calculated
as set forth in paragraph 8 above, or the Contract Contingent Fee and
shall give notice of its election within writing within thirty (30) days
of its withdrawal.
11. No Effect on Other Engagements or Related Matters. This Agreement
concerns only the Litigation, and shall have no force or effect with
respect to (1) other engagements, past, present or future, that Brobeck
performed, is performing or will perform for Tickets; and (2) any
related matters that arise out of the representation in the Litigation
that are not part of the Litigation.
12. Insurance Reimbursement of Defense Costs. Any other provisions of this
Agreement notwithstanding, any and all insurance reimbursement obtained
with respect to attorneys' fees and costs for work and expenses in the
Litigation shall become the property of Tickets; and shall not be
included in the "Case Recovery" as defined herein.
Tickets.com, Inc.
July 20, 2001
Page 7
13. No Appeal. The terms of this Agreement shall apply only to the trial of
the Litigation. In the event of an appeal of any judgment rendered by
the trial court, Tickets and Brobeck shall meet and confer in good faith
to enter into a mutually acceptable fee arrangement concerning the
provision of legal services related to the appeal of the Litigation.
14. Right to Discharge Brobeck and Brobeck's Right to Withdraw. Tickets
shall have the unfettered right during the course of the Litigation to
terminate the Brobeck representation. If Brobeck is discharged by
Tickets, Brobeck shall elect in writing, before or within thirty days of
its receipt of written notice from Tickets of terminating the
representation, whether it selects Enhanced Fee or Contract Contingent
Fee recovery as its fee. Similarly, and any other provisions of this
Agreement notwithstanding, Brobeck shall have the unfettered right
during the course of the Litigation to withdraw without cause in
accordance with this Paragraph 14.
If Brobeck elects to withdraw under this Paragraph 14, as opposed to
being discharged by Tickets or to withdrawing in accordance with other
rights of withdrawal set forth in other provisions herein, the
determination of Brobeck's fee shall be as follows: Brobeck shall give
written notice of its intention to withdraw and also shall inform
Tickets in writing of Brobeck's total expenses and fees (calculated at
100% of guideline rates in effect at the time the services were rendered
and otherwise in accordance with the provision of paragraph 8).
Thereafter, Tickets and Brobeck shall confer respecting Brobeck's
decision to withdraw over a period of at least 72 hours. If the parties
are unable to reach agreement within five (5) days after Brobeck's
notice, Tickets shall deposit in escrow 150% of the guideline fee amount
and 100% of the expenses of which Brobeck has informed Tickets. The
parties will submit the question of the amount due Brobeck as and for
its fees to an expedited arbitration using the same timetable as set
forth in paragraph 16 below, and the arbitrator's award for Brobeck's
contingency work, which award will be binding and final, shall be for
not less than 50% of Brobeck's guideline rates or more than the greater
of 250% of Brobeck's guideline rates or the Contract Contingency Fee. In
arriving at an award the arbitrator shall take into account: (1) whether
the Brobeck decision to withdraw was reasonable in light of the
circumstances of the litigation (including the risks and rewards of any
particular course of conduct) and the obligations (including their
interests and expectations under this Agreement) of the parties at the
time the decision to withdraw was made; (2) what amount fairly
compensates Brobeck in light of the amount and quality of its efforts
and in light of its interests and expectations under this Agreement; and
(3) the conduct of each party in cooperating with the other in achieving
the objectives of this Agreement efficiently and economically.
15. Arbitration of Disputes. Any dispute arising under, regarding or related
to this Agreement shall be decided by the Arbitrator in accordance with
the provisions of California Business & Professions Code Sections
6200-6206.
Tickets.com, Inc.
July 20, 2001
Page 8
16. Change of Control. If (a) more than fifty percent of the voting power of
the outstanding equity securities of Tickets becomes beneficially owned
by a person or a group (within the meaning of the Securities Exchange
Act of 1934, as amended), (b) a majority of the board of directors of
Tickets on the date of this Agreement is replaced (other than with
nominees recommended by the board of directors of Tickets on the date of
this Agreement, or such persons' nominees) or (c) a tender offer or an
exchange offer is commenced that would result in a person or a group
beneficially owning more than fifty percent of the voting power of the
outstanding equity securities of Tickets (a "Change of Control"),
Brobeck, in its sole and unfettered discretion, shall have the right to
withdraw as counsel in the Litigation. Brobeck shall notify Tickets of
its election pursuant to this paragraph 14 within seven days of the date
of Brobeck receiving notice of the occurrence of a Change of Control.
If Tickets proposes to enter into any agreement with respect to a Change
of Control, Tickets shall include in such agreement a provision for the
purchaser's and its parent company's (if any) assumption of Tickets'
obligations under this Agreement.
Within fourteen days of Tickets' receipt of Brobeck's election
to withdraw, Tickets shall substitute other lawyers as Tickets' counsel
in the Litigation. If there is a change of Change of Control and Tickets
further fails to substitute new counsel as set forth in this paragraph
14, Tickets hereby consents to Brobeck's withdrawal as counsel of record
for Tickets and agrees and covenants that it will not oppose, in any
fashion or form, any motion made by Brobeck in the Litigation to
withdraw as counsel of record for Tickets.
If there is a Change of Control and Brobeck elects to withdraw as
counsel in the Litigation, Tickets shall pay, and Brobeck shall be
entitled to receive as compensation for the legal services provided in
the Litigation, either (a) the amount of Contract Contingent Fee or (b)
the Enhanced Hourly Fee. Brobeck shall make its election in writing
within thirty (30) days of its withdrawal.
The foregoing provisions notwithstanding, if Tickets provides Brobeck
with written notice of the change of control no less than 45 days' in
advance of the change (which, for these purposes, shall occur when the
parties negotiating the change of control reach agreement on the terms
thereof) in control, Brobeck agrees it will not unreasonably withhold
its consent to waive the provisions of this Paragraph 16. If, within 15
days after timely notice, Brobeck does not grant an unconditional
waiver, Tickets may take the issue of whether Brobeck should have
waived--or whether conditions Brobeck attached to any waiver were
reasonable--to immediate arbitration before Judge Lynch (who will
consider whether the change in control impacts Brobeck's expectations
under this Agreement or its ability to prosecute the Litigation). Any
award favoring Tickets must be rendered before the change of control and
must include adequate assurances and measures protecting Brobeck's
interests and expectations under this Agreement and in the Litigation.
Tickets.com, Inc.
July 20, 2001
Page 9
17. No Prior Assignments. Tickets represents and warrants that it has not
heretofore assigned or transferred or purported to assign or transfer,
to any other person, entity, firm or corporation whatsoever, any claim,
debt, liability, demand, obligation, expense, action or causes of action
in the Litigation.
18. Binding on Successors. This Agreement and its terms shall inure to the
benefit of and be binding upon each of the Parties hereto and each and
all of their respective successors, assignees, buyers, grantees, vendees
or transferees, and their past or present, direct or indirect,
affiliates, partners, joint venturers, subsidiaries, parents,
representatives, receivers, trustees, officers, directors, employees,
agents, and shareholders and each of them, as though they were parties
hereto, wherever located.
19. Entire Agreement: No Modifications, Governing Law. This writing
constitutes the entire agreement among the parties concerning the
subject matter hereof. No modification of this Agreement shall be valid
unless executed in writing by both Tickets and by Brobeck's Managing
Partner. This Agreement shall be governed by and construed in accordance
with the laws of the State of California.
20. Severability. If any terms or provisions of this Agreement or the
application of any of the terms or provisions of this Agreement to a
particular situation is held by a court of competent jurisdiction or
Arbitrator to be invalid, void or unenforceable, the remainder of this
Agreement or the application of this Agreement to other situations shall
remain in full force and effect unless amended or modified by mutual
consent of the parties; provided that, if the invalidation, voiding or
unenforceability would deprive any party of material benefits derived
from this Agreement, or make performance under this Agreement
unreasonably difficult, then the parties shall meet and confer and shall
make good faith efforts to amend or modify this Agreement in a manner
that is mutually acceptable to the parties. Notwithstanding the
foregoing, if any material provision of this Agreement, or the
application of such provision to a particular situation, is held to be
invalid, void or unenforceable, the party disadvantaged by the
invalidation or voiding of this Agreement may terminate this Agreement
by providing written notice of such termination to the other party.
21. Notices. All notices required under this Agreement or rendered in
connection with this Agreement shall be sent in writing by fax and U.S.
Mail, addressed as follows:
Tickets.com
555 Anton Blvd., 12th Floor
Costa Mesa, CA 92626
Attn: W. Thomas Gimple
Co-Chairman and Chief Executive Officer
Fax: (714) 327-5570
Tickets.com, Inc.
July 20, 2001
Page 10
Brobeck, Phleger & Harrison LLP
One Market, Spear Tower
San Francisco, CA 94105
Attn: James E. Bums, Jr.
Managing Partner
Fax: (415) 442-1010
22. Miscellaneous. Tickets has had a full and unhindered opportunity to
consult with such attorneys, accountants, financial advisors and such
other consultants, as it may have desired prior to executing this
Agreement. Each of Brobeck, Tickets and Tickets' counsel have reviewed
this Agreement and the normal rule of construction to the effect that
any ambiguities are to be resolved against the drafting party shall not
be employed in the construction or interpretation of this Agreement. No
third party beneficiary to this Agreement exists and that nothing
contained herein shall be construed as giving any other person or entity
third party beneficiary status.
23. Further Measures. Tickets and Brobeck each agree to take such further
steps, including execution of such further agreements, as necessary to
implement this agreement and effectuate its purposes.
Please sign and return one copy of this Agreement to me indicating Tickets'
binding agreement.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP
By: /s/ Stephen M. Snyder
------------------------------------
Stephen M. Snyder
Partner
ACCEPTED AND AGREED TO:
TICKETS.COM INC.
By: /s/ Tom Gimple
------------------------------------
Name:
Title:
cc: Dan Afrasiabi
bcc: James E. Burns, Jr.
Brock Gowdy, Esq.
Dean Kristy, Esq.
James Penrod, Esq.