SETTLEMENT AGREEMENT
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THIS SETTLEMENT AGREEMENT ("Agreement") is made and entered
into as of April 24, 1997, by and between AMERCO, a Nevada
corporation ("AMERCO" or the "Company"), and Xxxxxx X. Xxxxx
("Xxxxxx").
RECITALS
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WHEREAS, Sophia previously initiated a private arbitration
against AMERCO, JAMS/ENDISPUTE Link No. 940517195 (the
"Arbitration"), alleging that AMERCO had breached that certain
Share Repurchase and Registration Rights Agreement dated as of
May 1, 1992 (the "Rights Agreement"); and
WHEREAS, Sophia previously initiated litigation against
AMERCO in the Second Judicial District Court of the State of
Nevada, Case No. CV 96-01628 (the "Nevada Action"), arising out
of the Arbitration; and
WHEREAS, AMERCO previously initiated an appeal to the Nevada
Supreme Court, Case No. 30110 (the "Nevada Appeal"), arising out
of the Nevada Action; and
WHEREAS, AMERCO has denied and continues to deny any
wrongful conduct on its part in connection with the Rights
Agreement, as asserted in the Arbitration and related court
proceedings referred to above; and
WHEREAS, the parties hereto desire to resolve all disputes
and claims currently existing between them in connection with the
Rights Agreement, the Arbitration, the Nevada Action and the
Nevada Appeal; and
WHEREAS, by resolving such disputes, Sophia and Sophia's
employee, Xxxxxx Xxx Xxxx, will be spared the inconvenience and
expense of being called upon to be deposed, to testify and to
produce records or documents in response to subpoenas or other
discovery procedures.
NOW, THEREFORE, in consideration of the mutual promises
hereinafter set forth, and intending to be legally bound, the
parties agree as follows:
AGREEMENT
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1. Payment. Upon execution of this Agreement and the
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stipulations of dismissal hereinafter referred to, by all
intended signatories to each, AMERCO shall pay Sophia the total
sum of One Million Two Hundred Fifty Thousand Dollars
($1,250,000.00).
2. Dissolution of the Rights Agreement. Sophia and AMERCO
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agree that the Rights Agreement and all rights, restrictions and
obligations thereunder are dissolved, canceled and terminated in
their entirety.
3. Release by Sophia of Claims Asserted In or Arising Out
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of the Rights Agreement, the Arbitration, the Nevada Action or
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the Nevada Appeal. Sophia does hereby release and forever
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discharge AMERCO and its past and present officers, directors,
attorneys, representatives, employees, affiliates, agents,
servants, insurers, predecessors in interest, successors, heirs,
executors, indemnitors and assigns, all of whom are recognized as
third-party beneficiaries to this Agreement, of and from any and
all manner of actions, causes of action, suits, claims, demands,
obligations, liability, damages, costs and expenses of any nature
whatsoever, known or unknown, anticipated or unanticipated,
suspected or unsuspected, which Sophia had, now has or which may
hereafter accrue, upon or by reason of any matter, cause or thing
which was or could have been asserted in, which arises out of; or
which is related to the Rights Agreement, the Arbitration, the
Nevada Action and/or the Nevada Appeal.
4. Release by AMERCO of Claims Asserted In or Arising Out
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of the Rights Agreement, the Arbitration, the Nevada Action or
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the Nevada Appeal. AMERCO does hereby release and forever
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discharge Sophia and her attorneys, representatives, employees,
affiliates, agents, servants, insurers, predecessors in interest,
successors, heirs, executors, indemnitors and assigns, all of
whom are recognized as third-party beneficiaries to this
Agreement, of and from any and all manner of actions, causes of
action, suits, claims, demands, obligations, liability, damages,
costs and expenses of any nature whatsoever, known or unknown,
anticipated or unanticipated, suspected or unsuspected, which
AMERCO had, now has or which may hereafter accrue, upon or by
reason of any matter, cause or thing which was or could have been
asserted in, which arises out of, or which is related to the
Rights Agreement, the Arbitration, the Nevada Action and/or the
Nevada Appeal.
5. Dismissal of the Arbitration, the Nevada Action and the
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Nevada Appeal. The Arbitration, the Nevada Action and the Nevada
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Appeal shall each be dismissed with prejudice, each party to bear
its own costs and fees, all in accordance with the forms of
Stipulation for Dismissal attached hereto as Exhibits 1, 2, and
3, respectively, which each party shall cause its counsel to sign
and file with the appropriate court or arbitral body.
6. Authority. Each party for itself; its heirs, personal
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representatives, successors and assigns, hereby represents and
warrants that it has the full capacity and authority to enter
into, execute, deliver and perform this Agreement, that such
execution, delivery and performance does not violate any
contractual or other obligation by which it is bound, and that
this Agreement constitutes an agreement binding upon, and
enforceable against, that party. Each person signing below on
behalf of an entity hereby personally guarantees that he/she has
the authority to sign this document on behalf of the entity for
which he/she is signing and that his/her signature legally binds
the entity to the terms hereof.
7. Circumstances of Negotiation. The parties to this
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Agreement recognize and hereby acknowledge that the negotiations
leading up to this Agreement were conducted regularly and at
arms' length. The parties to this Agreement represent that
neither they nor the attorneys acting on their behalf, have made
any statement, representation, or promise regarding any fact
relied upon by any other party in entering into this Agreement,
and they have not relied upon any statement, representation, or
promise made by any other party, except for those statements,
representations, and promises contained in this Agreement. The
undersigned parties further represent and declare that they have
read this Agreement in its entirety, and that they fully
understand and voluntarily adopt as their own the representations
and statements made herein.
8. No Admission of Wrongdoing. The parties to this
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Agreement, and each of them, understand and agree that this is a
compromise settlement of disputed claims
and that the promises of this Agreement shall not be construed to
be an admission of any liability or obligation whatsoever by any
party to any other party or any other person whomsoever.
9. Entire Agreement. This Agreement is the entire
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agreement between the parties hereto relating the subject matter
hereof and, as such, supersedes all prior oral and written
agreements or understandings between the parties regarding such
matters. This Agreement may not hereafter be modified except in a
writing signed by all parties hereto.
10. Counterparts. For the convenience of the parties, this
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Agreement may be executed by the parties in separate
counterparts, each of which when so executed and delivered shall
be an original, but all such counterparts together constitute but
one and the same instrument. All signatures need not be on the
same counterpart.
11. Headings. All headings and titles for convenience only
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and neither limit, amplify or in any way modify the provisions of
the Agreement itself.
12. Successors and Assigns. This Agreement shall be
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binding upon and inure to the benefit of the parties hereto and
their respective personal representatives, heirs and devisees.
This Agreement or any rights or obligations under it may not be
assigned by any party without the prior written consent of the
parties.
13. Governing Law. This Agreement is to be construed and
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interpreted in
accordance with the laws of the State of Arizona.
IN WITNESS WHEREOF the undersigned have executed this
Agreement as of the date set forth opposite their names below.
AMERCO, a Nevada corporation
Dated: July 7, 1997 By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, President
Dated: July 7, 1997 /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
