SETTLEMENT AND RELEASE AGREEMENT
THIS AGREEMENT is entered into effective as of the 29th day of July, 1999, by
and between Cardiovascular Laboratories, Inc., with a principal place of
business at 000 Xxx Xxxxx Xxxxxx Xxxx - Xxxxx 000, Xxxxx, XX 00000 (hereinafter
referred to as "CLI") and ATL Financial Services, Inc., a Washington
Corporation, with a principal place of business at 00000 Xxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx, XX, 00000, (hereinafter referred to as "ATLFS").
RECITALS
WHEREAS CLI entered into numerous leases with the predecessor and parent company
to ATLFS, known at various times as ATL Washington, Inc., ATL Ultrasound, Inc.,
and most recently as Advanced Technology Laboratories, Inc., (hereinafter
referred to as "ATL"), which leases are specifically identified in Exhibit I,
which is attached hereto and incorporated by this reference (hereinafter
referred to as "the Leases"), and which leases having been formally assigned to
ATLFS by such parent company and subsequently securitized by ATLFS; and
WHEREAS CLI failed to make timely payments under the Leases and received a
notice of default pursuant to the terms of the Leases by ATLFS; and
WHEREAS CLI made certain allegations of business interference with existing
business of CLI by a certain business representative of ATL; and
WHEREAS ATLFS now services the Leases and has full legal responsibility for
resolving any and all of the issues relative to the Leases with CLI; and
WHEREAS CLI has returned certain equipment to ATLFS to which ATLFS has given
value and credited the outstanding balance of lease payments due from CLI with
such amount, and CLI has obtained additional separate financing; and
WHEREAS CLI and ATL, after lengthy negotiation, now wish to resolve any and all
disputes between them;
NOW THEREFORE, for and in consideration of the mutual promises and covenants
contained herein, and for good and valuable consideration, the receipt and
adequacy of which is acknowledged by each of the parties hereto, the parties
hereto agree as follows:
CLI'S OBLIGATIONS
Payment. CLI agrees to pay ATLFS Four Hundred Thirty Eight Thousand Ninety
Seven and No/100 Dollars (438,097), by wire transfer to the account of ATLFS
pursuant to instructions to be provided by ATLFS prior to such transfer
immediately upon execution of this Agreement by CLI.
Waiver and Release of Claims by CLI. With the exception of the obligations
set forth in this Agreement, CLI hereby waives and releases any and all claims,
causes of action and rights, whether known or unknown, contingent or
non-contingent, contractual or otherwise against ATLFS and ATL, or any of its
related, affiliated or subsidiary
organizations and each of their respective directors, officers, agents,
representatives and employees, including, but not limited to, Xxxxxx X. Xxxxx
("Releases") arising out of, or relating to the Leases, or any other matter. CLI
makes this commitment even though it understands that it may not, as of this
date, know all of these claims, and that it is relinquishing the right to pursue
any claims which it could have pursued before courts or administrative agencies
without having the opportunity to pursue those claims to a trial and have the
damages set by a judge and/or jury.
Customer Service Provided by ATL. CLI agrees that issues concerning
customer service provided by ATL to CLI are, and will ultimately be subject to
the policies and decisions of ATL. CLI understands that ATLFS has not
participated and does not participate in the creation of such customer service
policies, and further, acknowledges that ATLFS cannot be responsible to CLI for
any decisions of ATL made concerning service issues, with respect to CLI.
ATLFS'S OBLIGATIONS
Value of Returned Equipment. ATLFS acknowledges that CLI has returned
equipment to ATLFS and agrees that the value of such equipment shall be equal to
the outstanding balance of CLI on the Leases. As of the date of this Agreement,
ATLFS acknowledges that CLI has fulfilled its equipment return obligation with
respect to this Agreement.
Satisfaction of Lease Payments. Upon execution of this Agreement by CLI,
ATLFS agrees to reduce all outstanding balances due ATLFS from CLI to zero and
thereafter the records of ATLFS shall reflect the satisfaction of all lease
payments due under the Leases from CLI to have been satisfied as of the date of
this Agreement.
Equipment Retained by CLI. ATLFS agrees that upon receipt of the payment
from CLI under paragraph 1 of this Agreement, that CLI shall retain and have
free and clear title to the equipment specified on Exhibit II, attached hereto
and incorporated herein by this reference, including all attachments,
accessories, replacement parts, substitutions, additions, repairs and all
proceeds thereof currently and in the future, in the possession of CLI.
Customer Service Provided by ATL. ATLFS acknowledges and is aware of ATL
customer service policies as they may apply to CLI, and it is ATLFS'
understanding and belief that upon payment in full of all outstanding balances
for past customer service provided by ATL to CLI, and only in that event, will
CLI become eligible for future customer service provided by ATL on a time and
materials basis. It is the further understanding and belief of ATLFS that such
eligibility of CLI to obtain ATL customer service is further conditioned upon
pre-paying for such services requested.
Waiver and Release of Claims by ATLFS. With the exception of the
obligations set forth in this Agreement, ATLFS hereby waives and releases any
and all claims, causes of action and rights, whether known or unknown,
contingent or non-contingent, contractual or otherwise against CLI, or any of
its related, affiliated or subsidiary organizations and each of their respective
directors, officers, agents, representatives and employees, past and present,
and each of their successors and assigns ("Releases") arising out of, or
relating to the Leases, or any other matter, with the exception of any matter,
services or business CLI may have had or has directly with ATL. ATLFS makes this
commitment even though it understands that it may not, as of this date, know all
of these claims, and that it is relinquishing the right to pursue any claims
which it could have pursued before courts or administrative agencies without
having the opportunity to pursue those claims to a trial and have the damages
set by a judge and/or jury.
MISCELLANEOUS
No Admission of Liability. This Settlement and Release Agreement shall not
be construed as an admission of liability by ATL of any liability, breach of any
agreement between ATL and CLI, or violation by ATL of any statute, law or
regulation.
Governing Law and Venue. This Agreement shall be governed by the laws of
the State of Washington in effect as of the date of this Agreement. In any
dispute arising out of or related to this Agreement, the parties agree that
venue shall be had in King County, State of Washington.
Enforcement. Interpretation and enforcement of this Agreement shall be
governed by the substantive and procedural laws that exist in the State of
Washington on the date of execution of this Agreement. In any action to enforce
any of the provisions of this Agreement, the prevailing party shall be entitled
to recover its reasonable attorney's fees and costs, in addition to any other
damages and remedies available at law or in equity.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date
first set forth above.
ATL FINANCIAL SERVICES, INC.
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, President
Date: July 29, 1999
CARDIOVASCULAR LABORATORIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx, Chairman
Date: July 29, 1999
