Exhibit 10(xiv)
SETTLEMENT AGREEMENT
This Settlement Agreement ("Agreement"), effective as of the date it is
fully executed, is entered into by and between XXXXXXXX X. XXXXXXXXX, ESQ.,
Assignee for the Benefit of Creditors of Cycle Transformer Corporation,
(hereinafter referred to as the "Assignee"), its predecessors, successors, and
assigns and any other persons or entities claiming rights or benefits through or
on behalf of the Assignee; CYCLE TRANSFORMER CORPORATION, a New Jersey
Corporation, (the "Assignors") its predecessors, successors, and assigns and
any other persons or entities claiming rights or benefits through or on behalf
of The Assignor and the ESTATE OF CYCLE TRANSFORMER CORPORATION (the "Estate"),
its predecessors, successors, and assigns and any other persons or entities
claiming rights or benefits through or on behalf of the Estate and INVERNESS
CORPORATION, a corporation of the State of Connecticut, (hereinafter referred
to as "Inverness"), its predecessors, successors, and assigns and any other
persons or entities claiming rights or benefits through or on behalf of
Inverness; POWER DESIGNS, INC., a corporation of the State ox Delaware
(hereinafter referred to as "Power Designs"), its predecessors, successors, and
assigns and any other persons or entities claiming rights or benefits through or
on behalf of Power Designs; VENTURE PARTNERS LTD., a corporation of the State of
Connecticut (hereinafter referred to as "Venture Partners"), its predecessors,
successors, and assigns and any other persons or entities claiming rights or
benefits through or on behalf of Venture Partners; XXXX XXXXXXXXX,
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individually, his predecessors, successors, all assigns and any other persons or
entities claiming rights or benefits through or on behalf of Xxxx Xxxxxxxxx;
XXXXXX XXXXXX, individually, his predecessors, successors, and assigns and any
other persons or entities claiming rights or benefits through or on behalf of
Xxxxxx Xxxxxx; XXXXXXXX XXXXX, individually, his predecessors, successors, and
assigns and any other persons or entities claiming rights or benefits through or
on behalf of Xxxxxxxx Xxxxx; XXXXXXXX XXXXX, individually, her predecessors,
successors, and assigns and any other persons or entities claiming rights or
benefits through or on behalf of Xxxxxxxx Xxxxx; and XXXXXXX XXXXXXXXX,
individually, her predecessors, successors, and assigns and any other persons or
entities claiming rights or benefits through or on behalf of Xxxxxxx Xxxxxxxxx
(hereinafter referred to as "Inverness and its Assignees"; the Assignee, the
Assignor and the Estate are collectively referred to herein as the "Parties").
WHEREAS, Cycle Transformer Corp., a corporation of the State of New Jersey,
having had a principal place of business at 000 Xxxx Xxxxxx, Xxxx Xxxxxx, Xxx
Xxxxxx, assigned all of its assets to Xxxxxxxx X. Xxxxxxxxx, Esq., as the
Assignee for the benefit of Creditors for Cycle Transformer Corp.
WHEREAS, Xxxxxxxx X. Xxxxxxxxx, Esq., is an attorney of the State of New
Jersey, with offices at XxXxxxxx & English, Four Gateway Center, 000 Xxxxxxxx
Xxxxxx, Xxxxxx, Xxx Xxxxxx, is the Assignee for the Benefit of Creditors of
Cycle pursuant to a certain Deed of Assignment which was executed on September
19, 1995
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and filed on September 25, 1995 in the Essex County Register's Office in Book
5384 at page 114 and with the Essex County Surrogate's Office on the same date
(the "Assignment Case").
WHEREAS, Inverness is a corporation of the State of Connecticut having a
registered office located at 000 Xxx Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxx, a
business office at 0000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxx and a post office
address of X.X. Xxx 0, Xxxxxxxxxx, Xxxxxxxxxxx.
WHEREAS, Xxxx Xxxxxxxxx is or was a principal, shareholder and/or director
of Inverness.
WHEREAS, Xxxxxxxx Xxxxx is or was a principal, shareholder and/or director
of Inverness.
WHEREAS, Venture Partners was a corporation of the State of Connecticut
having a registered office located at 000 Xxx Xxxxxxx Xxxx, Xxxxxxxxxx,
Xxxxxxxxxxx, a business office at 0000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxx and
a post office address of X.X. Xxx 0, Xxxxxxxxxx, Xxxxxxxxxxx, the same business
address as Inverness. Venture Partners' corporate charter was revoked on or
about July 30, 1991.
WHEREAS, Xxxxxxx Xxxxxxxxx is or was a principal, shareholder and/or
director of Venture Partners, Ltd.
WHEREAS, Xxxxxxxx Xxxxx is or was a principal, shareholder and/or director
of Venture Partners, Ltd.
WHEREAS, Power Designs is a corporation of the State of Delaware, having a
principal place of business at 000 Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx.
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WHEREAS, Xxxxxx Xxxxxx is or was a principal, director and/or shareholder
of Power Designs.
WHEREAS, Xxxx Xxxxxxxxx is or was a principal, director and/or shareholder
of Power Designs.
WHEREAS, on or about September 1, 1995, Inverness Corporation filed a
lawsuit entitled Inverness Corp. v. Cycle Transformer Corp., Docket
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No. L-010788-95, Superior Court of New Jersey, Essex County, which matter was
removed to the United States District Court, District of New Jersey on November
18, 1995, Docket No. 95-6280 (MOB) against the Assignor alleging preach of a
certain factoring agreement (the "Inverness Suit");
WHEREAS, Inverness filed a claim in the Assignment Case against the Estate
dated November 18, 1995 in the amount of $65,229.09.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereto agree as
follows:
1. The Assignee, the Assignor end the Estate release any and all claims
against Inverness and its Affiliates.
2. Inverness and its Affiliates release any and all claims against the
Assignee, the Assignor and the Estate.
3. Inverness and its Affiliates release any all claims to accounts
receivable of Cycle Transformer Corp.
4. All accounts receivable of the Estate including G accounts receivable
held by the Assignee are turned over and released to and the Assignee
for purposes of distribution in the estate to pay claims and expenses.
5. Inverness and its Affiliates release any claimed interest in any of
the assets of the Assignor.
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6. Simultaneously with the execution of this Agreement, Inverness and its
Affiliates shall execute a UCC-3 Release of the UCC-1 Financing State
Instrument No. 1641612 dated June 21, 1996.
7. Upon execution of this Agreement, any and proofs of claim filed by
Inverness and its Affiliates in the Assignment Case including a
certain proof of claim dated November 18, 1995 shall be deemed
withdrawn with prejudice. Inverness and its Affiliates shall not
share in any distribution of the Estate.
8. Upon execution of the Agreement, the Assignee, Cycle, the Estate and
Inverness and its Affiliates shall execute mutual general releases.
9. This Agreement is independent of and shall not be contingent upon any
other settlements in this matter including the settlement between The
Marten Group, Power Designs and related entities.
10. This Agreement constitutes the entire Agreement between the Parties
except as expressly set forth in this Agreement.
11. This Agreement shall be interpreted under and governed my the laws of
the State of New Jersey without regard to principles of choice of law
which might otherwise call for the application of a different state's
law.
12. If any provision of this Agreement or any portion of any provision of
this Agreement is declared null and void or unenforceable by any court
or tribunal having jurisdiction, then such provision or portion of
such provision shall be considered separate and apart from the
remainder of this Agreement which shall remain in full force and
effect.
13. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
14. The Parties signing this Agreement and the Parties whose behalf such
individuals are signing hereby represent and warrant that the
Agreement is the product of informed negotiations; that all Parties
have been represented by counsel in connection with the Agreement; and
that they are empowered and authorized to sign on behalf of and bind
the party for whom they have signed.
IN WITNESS WHEREOF, the Parties have executed this Agreement
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by their duly authorized representatives.
INVERNESS CORPORATION
By:/s/Xxxx Laskowsi
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Printed:Xxxx Xxxxxxxxx
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Title:President
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State of Connecticut
County of Hartford
Before me, a notary public, personally appeared Xxxx Xxxxxxxxx who, being
duly sworn, stated that he has executed the foregoing Agreement on behalf of the
Party named above and is duly authorized to do so.
Witness my hand and notarial seal this 31st day of July of 1996.
/s/ Xxxxx Xxxxx
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Notary Public
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(Printed)
My commission expires: 1/2000
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