Exhibit 10(y)
GENERAL RELEASE AND TERMINATION OF LEASE AGREEMENT
GENERAL RELEASE AND TERMINATION OF LEASE AGREEMENT
("Release"), dated as of December 4, 1996, by and between
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COVER-ALL TECHNOLOGIES INC. (formerly Warner Insurance Services,
Inc.), a Delaware corporation ("Tenant"), and SOMERSET REALTY
ASSOCIATES, L.L.C., a New Jersey limited liability company
("Landlord").
W I T N E S S E T H
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WHEREAS, Landlord and Tenant are parties to that
certain Lease Agreement, dated December 11, 1991, as amended by
that certain Lease Modification and Extension Agreement, dated
May 12, 1995 (together referred to as the "Lease"), relating to
22,368 square feet of the premises located at 000 Xxxxxxx Xxxxx,
Xxxxxxxx, Xxx Xxxxxx (the "Premises"); and
WHEREAS, Landlord and Tenant desire to terminate the
Lease as of the date hereof and fully release each other from any
and all issues, differences, rent, additional rent, escalations,
liabilities, costs, expenses, obligations, undertakings and
claims, whether potential or actual, with respect to, or arising
under, the Lease or otherwise, that may currently exist or arise
hereafter (hereafter referred to collectively as the "Claims").
NOW THEREFORE, in consideration of the payments to be
made by Tenant to Landlord as hereinafter provided and the mutual
covenants contained in this Release, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as
follows:
1. Termination of Lease. Landlord and Tenant agree
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that the Lease and the obligations thereunder are terminated and
are of no further force and effect as of the date hereof.
2. Buyout Fee. Tenant, in full and final settlement
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of the Claims and as consideration for this Release hereby agrees
to pay Landlord a buyout fee (the "Buyout Fee") of $250,000. less
the deposit of $104,000. or net payment herewith of $146,000. The
Buyout Fee is the only consideration due from Tenant to Landlord.
3. Release by Landlord. Landlord hereby releases and
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forever discharges Tenant, Tenant's current, former, and future
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controlling shareholders, affiliates, related companies,
subsidiaries, predecessor companies, divisions, shareholders,
directors, officers, employees, agents, attorneys, successors,
and assigns (and the current, former and future shareholders,
directors, officers, employees, agents, and attorneys of such
controlling shareholders, affiliates, related companies,
subsidiaries, predecessor companies, and divisions), and all
persons acting by, through, under, or in concert with any of them
(Tenant and the foregoing other persons and entities are
hereinafter defined separately and collectively as the "Tenant
Releasees"), from the Claims and from all actions, causes of
action, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments,
extents, executions, claims, and demands whatsoever, whether
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known or unknown, in law or equity, whether statutory or common
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law, whether federal, state, local, or otherwise, including, but
not limited to, any claims relating to, or arising out of any
aspect of Tenant's occupancy of the Premises, the Lease or the
termination of the Lease which against the Tenant Releasees, or
any of them, Landlord, Landlord's successors and assigns ever
had, now have, or hereafter can, shall, or may have, for, upon,
or by reason of any matter, cause, or thing whatsoever from the
beginning of the world to the date of this Release.
4. Release by Tenant. Tenant hereby releases and
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forever discharges Landlord, Landlord's current, former, and
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future controlling shareholders, affiliates, related companies,
subsidiaries, predecessor companies, divisions, shareholders,
directors, officers, employees, agents, attorneys, successors,
and assigns (and the current, former and future shareholders,
directors, officers, employees, agents, and attorneys of such
controlling shareholders, affiliates, related companies,
subsidiaries, predecessor companies, and divisions), and all
persons acting by, through, under, or in concert with any of them
(Landlord and the foregoing other persons and entities are
hereinafter defined separately and collectively as the "Landlord
Releasees"), from all actions, causes of action, suits, debts,
dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements,
promises, variances, trespasses, damages, judgments, extents,
executions, claims, and demands whatsoever, whether known or
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unknown, in law or equity, whether statutory or common law,
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whether federal, state, local, or otherwise, including, but not
limited to, any claims relating to, or arising out of any aspect
of Tenant's occupancy of the Premises, the Lease or the
termination of the Lease which against the Landlord Releasees, or
any of them, Tenant, Tenant's successors and assigns ever had,
now have, or hereafter can, shall, or may have, for, upon, or by
reason of any matter, cause, or thing whatsoever from the
beginning of the world to the date of this Release.
5. Existence and Qualification. Each of Tenant and
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Landlord, as the case may be, is validly existing and in good
standing under the laws of its respective jurisdiction and has
all requisite power and authority to carry on its business as now
being conducted and to own, lease and operate its properties as
and in the places where such business is now conducted and such
properties are now owned, leased or operated. Each of Tenant and
Landlord, as the case may be, has all requisite power to execute
and deliver this Release and to perform its obligations
hereunder.
6. Authorization of Agreements. The execution and
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delivery by each of Tenant and Landlord, as the case may be, of
this Release and the transactions contemplated hereby have been
duly authorized by all requisite action on behalf of each such
party. This Release has been duly executed and delivered by each
of Tenant and Landlord, as the case may be, and this Release
constitutes the legal, valid and binding obligation of each of
Tenant and Landlord and is enforceable against each such party in
accordance with its respective terms except to the extent that
such validity, binding effect and enforceability may be limited
by applicable bankruptcy, reorganization, insolvency, moratorium
and other laws affecting creditors' rights generally from time to
time in effect and by general equitable principles.
7. Successors and Assigns. This Release shall be
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binding upon and shall inure to the benefit of Landlord and
Tenant and their respective heirs, legal representatives,
successors and assigns.
8. Entire Agreement. This Release contains the
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entire understanding between Landlord and Tenant with respect to
the subject matter hereof and supersedes all prior negotiations
and understandings. This Release may not be amended or modified
except by a written instrument signed by Landlord and Tenant.
9. Severability. In the event that any one or more
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provisions of this Release is held to be invalid or
unenforceable, such illegality or unenforceability shall not
affect the validity or enforceability of the other provisions
hereof and such other provisions shall remain in full force and
effect, unaffected by such invalidity or unenforceability.
10. Governing Law. This Release shall be interpreted,
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construed and enforced in accordance with the internal laws of
the State of New York.
11. Headings. The section headings of this Release
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are for convenience of reference only and are not to be
considered in construing this Release.
12. Execution in Counterparts. This Release may be
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executed in counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Release to be executed as of the day and year first above
written.
COVER-ALL TECHNOLOGIES INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board and
Chief Executive Officer
SOMERSET REALTY ASSOCIATES
By: /s/ Illegible
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Name:
Title:
