AGREEMENT OF ACCORD AND SATISFACTION OF A LIQUIDATED AND UNDISPUTED DEBT
Exhibit 99.1
OF ACCORD AND SATISFACTION
OF A LIQUIDATED AND UNDISPUTED DEBT
This Agreement Of Accord And Satisfaction Of A Liquidated And Undisputed Debt (“Agreement”) is in reference to that certain Unsecured Promissory Note dated February 4, 2008 in the amount of Two Hundred Thousand dollars ($200,000.00 USD) and marked for identification as document “SD\1782985.1” which note was executed by TEMPCO, INC. and NETTIME SOLUTIONS LLC and is wholly incorporated herein (attached as “Exhibit A”). This Agreement is executed this 9th day of January, 2009, by NETtime Solutions LLC, an Arizona Limited Liability Company at 0000 Xxxx Xxxxxxxxx Xxxx Xxxxx 000 Xxxxxxxxxx, Xxxxxxx 00000 (“NETTIME”) and Tempco, Inc., a Nevada Corporation at 0000 Xxxx Xxx Xxx Xxxxxx Xxxxxxxxxx, Xxxxxxx 00000 (“TEMPCO”).
Background
The parties to this Agreement are the same parties to that Unsecured Promissory Note (referenced herein). As it relates to this Agreement and to the Unsecured Promissory Note of February 4, 2008, NETTIME is a debtor and TEMPCO is its creditor: NETTIME owes to TEMPCO the sum of two hundred thousand dollars ($200,000.00 USD) which debt was to mature on February 5, 2011.
TEMPCO wishes to immediately increase its liquidity and to improve its cash position to attract potential investors by collecting on the Unsecured Promissory Note immediately and NETTIME wishes to pay a reduced sum as full and final payment to fulfill its entire obligation under the Unsecured Promissory Note of February 4, 2008.
TEMPCO agrees that NETTIME has not committed any act, express or otherwise, or caused any event, which would give rise to an “event of default” under the Unsecured Promissory Note of February 4, 2008.
This Agreement is executed with the express intention to extinguish any and all obligations of the Unsecured Promissory Note of February 4, 2008.
The parties therefore agree that,
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Early Payment. In lieu of all obligations under the Unsecured Promissory Note of February 4, 2008, NETTIME shall pay to TEMPCO the renegotiated and settled sum of One Hundred Forty Five Thousand Dollars ($145,000.00 USD), and, TEMPCO agrees to accept that sum in lieu of all remaining obligations owing by NETTIME under the Unsecured Promissory Note. |
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Release And Discharge. TEMPCO, on behalf of itself, its heirs, assigns, successors, or successors-in-interest, understands and agrees that it shall release and forever discharge NETTIME, its owners, directors, officers, employees, agents, assigns, successors and legal counsel from any and all obligations, debts, contracts, claims, and demands that has been or may be sustained as a consequence of NETTIME not paying to TEMPCO the sum of two hundred thousand dollars ($200,000.00 USD) that was owed TEMPCO prior to the execution of this Agreement under the Unsecured Promissory Note of February 4, 2008. |
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Binding Nature. The parties agree that this Agreement shall be binding and operative upon and against both parties’ respective assigns and successors. |
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Supremacy. This Agreement is hereby superior to the conflicting terms of the Unsecured Promissory Note of February 4, 2008 and this Agreement shall take priority and supremacy over that Note. |
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Choice Of Law/Forum. This Agreement shall be governed by the laws of the state of Arizona and any action resulting hereunder shall be brought exclusively in the Courts of Arizona with jurisdiction to hear any such dispute. Both parties hereby waive their right to assert any motions to dismiss on the grounds of forum non conveniens in the event an action is commenced or claim asserted under the provisions of this Agreement. |
In witness whereof, the parties have executed this agreement in Scottsdale, Arizona:
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FOR NETTIME SOLUTIONS LLC: |
FOR TEMPCO, INC. |
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/s/ Xxxxx Xxxxxx |
/s/ Xxxxxxx X. Xxxxxx |
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Signature |
Signature |
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__________________________ |
__________________________ |
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Xxxxx Xxxxxx |
Xxxxxxx X. Xxxxxx |
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President & CEO |
President & CEO |
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__________________________ |
__________________________ |
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January 9, 2009 |
January 9, 2009 |
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EXHIBIT A
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