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IX.
Other Matters.
A.
Representations. The Church signatories represent that
all are duly organized, validly existing and in good
standing under the laws of the jurisdiction in which
they are organized and that all have the power and authority
to execute and deliver this Agreement, to perform their
duties and obligations and to exercise their rights
under this Agreement, to cause Scientology-related entities
to comply with the terms of this Agreement, and further
represent that the execution of this Agreement by the
officers or trustees has duly and properly authorized
by each
Church
signatory and that upon execution, this Agreement constitutes
a valid and legally binding obligation of each Church
signatory.
B.
Notices.
1.
All notices and reports hereunder shall be in writing
and sent by certified mail, return receipt requested.
2.
Notice to the Service shall be sent as follows:
Assistant
Commissioner
Employee Plans and Exempt Organizations
Internal Revenue Service
Room 3408E
1111 Constitution Avenue, N.W.
Washington, D.C. 20224
In
the event of a reorganization of functions within the
Service in which the office of Assistant Commissioner
(Employee Plans and Exempt Organizations) is eliminated,
notices hereunder to the Service shall be sent to the
Service official succeeding to the functions now served
by the Assistant Commissioner (Employee Plans and Exempt
Organization), as determined by the Service and sent
to the CTCC in accordance with paragraph B. 4. hereof.
3.
Notice to the CTCC shall be sent as follows:
Church
Tax Compliance Committee
c/o Church of Scientology International
6331 Hollywood Blvd., Suite 1200
Los Angeles, California 90028-6329
4.
Either party may change the address designated for future
notices hereunder by notice in the manner provided in
paragraph B. 1. to the other party to the existing address
of record as provided in paragraph B. 2. or B. 3..
C.
Rules of Construction.
1.
This Agreement has been prepared by the combined efforts
of the parties and their respective attorneys.
2.
The parties may by written agreement extend the time
for performance of any obligation under this Agreement,
except and only to the extent that another provision
of this Agreement precludes such an extension of time.
3.
Unless otherwise expressly provided herein, no remedy
conferred on or reserved to a party to this Agreement
is intended to be exclusive of any other available remedy
or remedies, but each and every such remedy shall be
cumulative and shall be in addition to every other remedy
given under this Agreement or now or hereafter existing
pursuant to the Code, at law or in equity. No delay
or omission to exercise any right or power accruing
upon any default, omission or failure of performance
hereunder shall impair any such right or power or shall
be construed to be a waiver thereof, but any such right
or power may be exercised from time to time and as often
as may be deemed expedient. In the event any provision
of this Agreement should be breached by any party, and
thereafter duly waived by the other party so empowered
to act, such waiver shall be limited to the particular
breach so waived and shall not be deemed to waive any
other breach hereunder.
4.
The words "hereof," "herein," "hereunder," "hereto"
and other words of similar import refer to this Agreement
in its entirety.
5.
The words "agree" and "agreements" contained herein
are intended to include and mean "covenant" and "covenants."
6.
References to section headings and other subdivisions
of this Agreement are for convenience only and shall
not define or limit the provisions hereof.
7.
All references made in (i) the neuter, masculine or
feminine gender shall be deemed to have been made in
all such genders, and (ii) in the singular or plural
number shall be deemed to have been made, respectively,
in the plural or singular number as well.
D.
Entire Agreement. This Agreement constitutes the entire
agreement between the Service and the Church and supersedes
all prior agreements and understanding, both written
and oral, between the Service and the Individual CTCC
members, Corporate CTCC members, At-large CTCC members,
Church Signatories, Scientology-related entities and
Scientology-related individuals with respect to the
subject matter hereof. However, nothing contained herein
shall affect the Settlement Agreement, executed on even
date herewith.
E.
Survival of Agreement. All covenants, agreements, representations,
and warranties made herein and in all reports (including
any Annual Report under section IV.), certificates,
tax returns prepared and delivered pursuant hereto shall
continue in full force and effect so long as any of
the provisions of this Agreement remain unperformed.
F.
Costs of Compliance with Agreement. The Church Signatories,
Individual CTCC members, Corporate CTCC members, and
At-large CTCC members shall, solely at their own cost,
perform and discharge all of the obligations and duties
and exercise all rights under this Agreement, For example,
no set off is available against any penalty asserted
under section VI. paragraph C. 1. by reason of such
costs. The Service shall at its own cost perform and
discharge all of the obligations and duties and exercise
all rights under this Agreement.
G.
Counterparts. This Agreement shall be executed in counterparts,
each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
H.
Finality. This Agreement is final and conclusive except:
1.
The matter it relates to may be reopened in the event
of fraud, malfeasance, or misrepresentation of material
fact;
2.
It is subject to the Internal Revenue Code sections
that expressly provide that effect be given to their
provisions (including any stated exception for Code
section 7122) notwithstanding any other law or rule
of law; and
3.
If it related to a tax period ending after the date
of this Agreement, it is subject to any law, enacted
after the Agreement date, that applied to that tax period.
I.
Date of Agreement.
The
date of this Agreement is October 1, 1993.
Dated:
October 1, 1993
[Signature]
DAVID MISCAVIGE,
Individual Member of CTCC
Dated:
October 1, 1993
[Signature]
NORMAN F. STARKEY,
Individual Member of CTCC
Dated:
October 1, 1993
[Signature]
MARK RATHBUN,
Individual Member of CTCC
Dated:
October 1, 1993
[Signature]
HEBER JENTZSCH,
Individual Member of CTCC
Dated:
October 1, 1993
[Signature] (POA)
MARC YAGER,
Chairman, WatchDog Committee,
At-Large Member of CTCC
Dated:
October 1, 1993
[Signature] (POA)
JONATHAN EPSTEIN,
International Finance Director,
At-Large Member of CTCC
Dated:
October 1, 1993
[Signature] (POA)
NIGEL OAKES,
Chief Accountant International,
At-Large Member of CTCC
Dated:
October 1, 1993
RELIGIOUS TECHNOLOGY CENTER
By: [Signature]
Mark Rathbun
Title: President
Dated:
October 1, 1993 CHURCH OF SCIENTOLOGY
INTERNATIONAL
By: [Signature]
Heber Jentzsch
Title: President
Dated:
October 1, 1993
CHURCH OF SPIRITUAL TECHNOLOGY
By: [Signature]
Title: POA
Dated:
October 1, 1993
CHURCH OF SCIENTOLOGY FLAG
SERVICE ORGANIZATION, INC.
By: [Signature]
Title: POA
Dated:
October 1, 1993
CHURCH OF SCIENTOLOGY
WESTERN UNITED STATES
By: [Signature]
Title: POA
Dated:
October 1, 1993
BUILDING MANAGEMENT SERVICES
By: [Signature]
Title: POA
Dated:
October 1, 1993
CHURCH OF SCIENTOLOGY
RELIGIOUS TRUST
By: [Signature]
Title: POA
Dated:
October 1, 1993
COMMISSIONER OF INTERNAL
REVENUE SERVICE
By: [Signature]
John E. Burke, Assistant Commissioner,
Employee Plans and Exempt Organizations
Dated:
October 1, 1993
COMMISSIONER OF INTERNAL
REVENUE SERVICE
By: [Signature]
James J. McGovern,
Associate Chief Counsel,
Employee Benefits and Exempt Organizations
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