EXHIBIT 10.24
RECENT SETTLEMENTS AND RELEASES WITH CREDITORS
Settlement Agreement
This Settlement Agreement (the "Agreement") is made and entered into by and
among Equity Growth Systems, inc., a publicly held Delaware corporation with a
class of securities registered under Section 12(g) of the Securities and
Exchange Act of 1934, as amended ("Equity Growth Systems" and the "Exchange
Act," respectively) and Liberty Transfer Co., it's affiliates, agents or assigns
hereinafter referred to as "Liberty ", who for longer than the past 5 years has
served as a stock transfer company and consultant for Equity Growth Systems
being collectively referred to as the "Parties" and each being sometimes
hereinafter generically referred to as a "Party").
Preamble:
WHEREAS, Liberty has provided acted as a stock transfer agentcert and has
provided consulting services for the benefit of the Company and has submitted in
writing it's claim for payment for services rendered and all costs incurred in
the amount of approximately $9,100.00 for services rendered, and has offered to
settle all claims he may have under employment, accounting, consulting and
creditor relationships with Equity Growth Systems, as hereinafter described:
NOW, THEREFORE, in consideration of the premises, as well as the mutual
covenants hereinafter set forth, the Parties, intending to be legally bound,
hereby agree as follows:
Witnesseth:
First: Terms of Settlement
Liberty and Equity Growth Systems hereby agree to settle all of their
outstanding claims against each other and their members, partners, officers,
directors, agents and affiliates, on the following terms:
C. In full payment of all obligations to Liberty and it's affiliates owed by
Equity Growth Systems, Inc., and its affiliates, from the beginning of time
until the date of this Agreement, as well as in consideration for the
extinguishment of all agreements between them, Equity Growth Systems will,
within 7 days after receipt of a copy of this signed agreement shall pay to
Liberty the sum of $3,600.00.
D. Liberty hereby relinquishes all rights under any agreements between him or
his affiliates and Equity Growth Systems and its affiliates, other than
those created by this Agreement.
E. Liberty will cooperate with present and successor management and present and
future accounting firms or persons concerning work that Liberty has
performed for the Company.
Second Mutual Releases
In consideration for the exchange of covenants reflected above but excepting
only the obligations created by this Agreement, the Parties hereby each release,
discharge and forgive the other, and each of the others' members, officers,
directors, partners, agents and employees from any and all liabilities, whether
current or inchoate, from the beginning of time until the date of this
Agreement.
Third: Miscellaneous
138
3.1 Amendment.
No modification, waiver, amendment, discharge or change of this Agreement
shall be valid unless the same is evinced by a written instrument, subscribed by
the Party against which such modification, waiver, amendment, discharge or
change is sought.
3.2 Notice.
All notices, demands or other communications given hereunder shall be in
writing and shall be deemed to have been duly given on the first business day
after mailing by United States registered or unaudited mail, return receipt
requested, postage prepaid, addressed as follows:
To Equity Growth Systems:
000 Xxxxx Xxxxx Xxxx, Xxxxx 000; Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, President.
To :
Liberty Transfer Co.
00 Xxxxx Xxxxxx, Xxx 000
Xxxxxxxxxx, Xxx Xxxx 00000
or such other address or to such other person as any Party shall designate to
the other for such purpose in the manner hereinafter set forth.
3.3 Merger.
This instrument, together with the instruments referred to herein, contains
all of the understandings and agreements of the Parties with respect to the
subject matter discussed herein. All prior agreements whether written or oral
are merged herein and shall be of no force or effect.
3.4 Survival.
The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and shall be effective
regardless of any investigation that may have been
made or may be made by or on behalf of any Party.
3.5 Severability.
If any provision or any portion of any provision of this Agreement, other
than one of the conditions precedent or subsequent, or the application of such
provision or any portion thereof to any person or circumstance shall be held
invalid or unenforceable, the remaining portions of such provision and the
remaining provisions of this Agreement or the application of such provision or
portion of such provision as is held invalid or unenforceable to persons or
circumstances other than those to which it is held invalid or unenforceable,
shall not be affected thereby.
3.6 Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of Florida and any proceedings pertaining directly or indirectly to the rights
or obligations of the Parties hereunder shall, to the extent legally permitted,
be held in Palm Beach County, Florida.
139
3.7 Indemnification.
Each Party hereby irrevocably agrees to indemnify and hold the other Parties
harmless from any and all liabilities and damages (including legal or other
expenses incidental thereto), contingent, current, or inchoate to which they or
any one of them may become subject as a direct, indirect or incidental
consequence of any action by the indemnifying Party or as a consequence of the
failure of the indemnifying Party to act, whether pursuant to requirements of
this Agreement or otherwise; provided that, such claims are asserted by third
parties unrelated to the Parties. In the event it becomes necessary to enforce
this indemnity through an attorney, with or without litigation, the successful
Party shall be entitled to recover from the indemnifying Party, all costs
incurred including reasonable attorneys' fees throughout any negotiations,
trials or appeals, whether or not any suit is instituted. 3.8 Litigation.
In any action between the Parties to enforce any of the terms of this
Agreement or any other matter arising from this Agreement, the prevailing Party
shall be entitled to recover its costs and expenses, including reasonable
attorneys' fees up to and including all negotiations, trials and appeals,
whether or not litigation is initiated.
3.9 Benefit of Agreement.
The terms and provisions of this Agreement shall be binding upon and inure
to the benefit of the Parties, their successors, assigns, personal
representatives, estate, heirs and legatees.
3.10 Captions.
The captions in this Agreement are for convenience and reference only and in
no way define, describe, extend or limit the scope of this Agreement or the
intent of any provisions hereof.
3.11 Number and Gender.
All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.
3.12 Further Assurances.
The Parties agree to do, execute, acknowledge and deliver or cause to be
done, executed, acknowledged or delivered and to perform all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances, stock certificates and other documents, as may, from time to time,
be required herein to effect the intent and purpose of this Agreement.
3.13 Status.
Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, employer-employee relationship, lessor-lessee
relationship, or principal-agent relationship, rather, the relationships
established hereby are those of settling debtor and creditor.
140
3.14 Counterparts.
(a) This Agreement may be executed in any number of counterparts.
(b) All executed counterparts shall constitute one Agreement notwithstanding
that all signatories are not signatories to the original or the same
counterpart.
(c) Execution by exchange of facsimile transmission shall be deemed legally
sufficient to bind the signatory; however, the Parties shall, for aesthetic
purposes, prepare a fully executed original version of this Agreement, which
shall be the document filed with the Securities and Exchange Commission.
* *
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
effective as of the ____ day of November, 1998.
Signed, sealed and delivered
In Our Presence:
Equity Growth Systems, inc.
---------------------------------
_________________________________ By:
---------------------------------
Xxxxxxx X. Xxxxxxx, President
(CORPORATE SEAL)
Liberty :
---------------------------------
--------------------------------- ---------------------------------
Liberty Transfer Co.
Xx Xxxxxx, for the firm
141
Settlement Agreement
This Settlement Agreement (the "Agreement") is made and entered into by
and among Equity Growth Systems, inc., a publicly held Delaware corporation with
a class of securities registered under Section 12(g) of the Securities and
Exchange Act of 1934, as amended ("Equity Growth Systems" and the "Exchange
Act," respectively) and Xxxx & Company, P.A., a Florida Corporation, hereinafter
referred to as "Xxxx", it's affiliates, agents or assigns, who for longer than
the past 5 years has served as an accountant and consultant for Equity Growth
Systems being collectively referred to as the "Parties" and each being sometimes
hereinafter generically referred to as a "Party").
Preamble:
WHEREAS, Xxxx has provided certain accounting and consulting services for
the benefit of the Company and has submitted in writing his claim for payment
for services rendered and all costs incurred in the amount of $8,000.00 for
services rendered, and has offered to settle all claims he may have under
employment, accounting, consulting and creditor relationships with Equity Growth
Systems, as hereinafter described:
NOW, THEREFORE, in consideration of the premises, as well as the mutual
covenants hereinafter set forth, the Parties, intending to be legally bound,
hereby agree as follows:
Witnesseth:
First: Terms of Settlement
Xxxx and Equity Growth Systems hereby agree to settle all of their
outstanding claims against each other and their members, partners, officers,
directors, agents and affiliates, on the following terms:
F. In full payment of all obligations to Xxxx and his affiliates owed by Equity
Growth Systems, Inc., and its affiliates, from the beginning of time until
the date of this Agreement, as well as in consideration for the
extinguishment of all agreements between them, Equity Growth Systems will,
within 7 days after receipt of a copy of this signed agreement shall pay to
Xxxx the sum of $2,000.00.
X. Xxxx hereby relinquishes all rights under any agreements between him or his
affiliates, agents or assigns, and Equity Growth Systems and its affiliates,
other than those created by this Agreement.
X. Xxxx will cooperate with present and successor management and present and
future accounting firms or persons concerning work that Xxxx has performed
for the Company.
Second Mutual Releases
In consideration for the exchange of covenants reflected above but excepting
only the obligations created by this Agreement, the Parties hereby each release,
discharge and forgive the other, and each of the others' members, officers,
directors, partners, agents and employees from any and all liabilities, whether
current or inchoate, from the beginning of time until the date of this
Agreement.
Third: Miscellaneous
142
3.1 Amendment.
No modification, waiver, amendment, discharge or change of this Agreement
shall be valid unless the same is evinced by a written instrument, subscribed by
the Party against which such modification, waiver, amendment, discharge or
change is sought.
3.2 Notice.
All notices, demands or other communications given hereunder shall be in
writing and shall be deemed to have been duly given on the first business day
after mailing by United States registered or unaudited mail, return receipt
requested, postage prepaid, addressed as follows:
To Equity Growth Systems:
000 Xxxxx Xxxxx Xxxx, Xxxxx 000; Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, President.
To Xxxx:
Xxxx & Company, P.A.
0000 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxxx, Xxxxxxx 00000
or such other address or to such other person as any Party shall designate to
the other for such purpose in the manner hereinafter set forth.
3.3 Merger.
This instrument, together with the instruments referred to herein, contains
all of the understandings and agreements of the Parties with respect to the
subject matter discussed herein. All prior agreements whether written or oral
are merged herein and shall be of no force or effect.
3.4 Survival.
The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and shall be effective
regardless of any investigation that may have been made or may be made by or on
behalf of any Party.
3.5 Severability.
If any provision or any portion of any provision of this Agreement, other
than one of the conditions precedent or subsequent, or the application of such
provision or any portion thereof to any person or circumstance shall be held
invalid or unenforceable, the remaining portions of such provision and the
remaining provisions of this Agreement or the application of such provision or
portion of such provision as is held invalid or unenforceable to persons or
circumstances other than those to which it is held invalid or unenforceable,
shall not be affected thereby.
3.6 Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of Florida and any proceedings pertaining directly or indirectly to the rights
or obligations of the Parties hereunder shall, to the extent legally permitted,
be held in Palm Beach County, Florida.
143
3.7 Indemnification.
Each Party hereby irrevocably agrees to indemnify and hold the other Parties
harmless from any and all liabilities and damages (including legal or other
expenses incidental thereto), contingent, current, or inchoate to which they or
any one of them may become subject as a direct, indirect or incidental
consequence of any action by the indemnifying Party or as a consequence of the
failure of the indemnifying Party to act, whether pursuant to requirements of
this Agreement or otherwise; provided that, such claims are asserted by third
parties unrelated to the Parties. In the event it becomes necessary to enforce
this indemnity through an attorney, with or without litigation, the successful
Party shall be entitled to recover from the indemnifying Party, all costs
incurred including reasonable attorneys' fees throughout any negotiations,
trials or appeals, whether or not any suit is instituted.
3.8 Litigation.
In any action between the Parties to enforce any of the terms of this
Agreement or any other matter arising from this Agreement, the prevailing Party
shall be entitled to recover its costs and expenses, including reasonable
attorneys' fees up to and including all negotiations, trials and appeals,
whether or not litigation is initiated.
3.9 Benefit of Agreement.
The terms and provisions of this Agreement shall be binding upon and inure
to the benefit of the Parties, their successors, assigns, personal
representatives, estate, heirs and legatees.
3.10 Captions.
The captions in this Agreement are for convenience and reference only and in
no way define, describe, extend or limit the scope of this Agreement or the
intent of any provisions hereof.
3.11 Number and Gender.
All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.
3.12 Further Assurances.
The Parties agree to do, execute, acknowledge and deliver or cause to be
done, executed, acknowledged or delivered and to perform all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances, stock certificates and other documents, as may, from time to time,
be required herein to effect the intent and purpose of this Agreement.
3.13 Status.
Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, employer-employee relationship, lessor-lessee
relationship, or principal-agent relationship, rather, the relationships
established hereby are those of settling debtor and creditor.
144
3.14 Counterparts.
(a) This Agreement may be executed in any number of counterparts.
(b) All executed counterparts shall constitute one Agreement notwithstanding
that all signatories are not signatories to the original or the same
counterpart.
(c) Execution by exchange of facsimile transmission shall be deemed legally
sufficient to bind the signatory; however, the Parties shall, for aesthetic
purposes, prepare a fully executed original version of this Agreement, which
shall be the document filed with the Securities and Exchange Commission.
* *
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
ef- fective as of the ____ day of November, 1998.
Signed, sealed and delivered
In Our Presence:
Equity Growth Systems, inc.
---------------------------------
_________________________________ By:
---------------------------------
Xxxxxxx X. Xxxxxxx, President
(CORPORATE SEAL)
Xxxx:
---------------------------------
--------------------------------- ---------------------------------
Xxxx X. Xxxx & Company
Xxxx Xxxx, for the firm
145
Settlement Agreement
This Settlement Agreement (the "Agreement") is made and entered into by and
among Equity Growth Systems, inc., a publicly held Delaware corporation with a
class of securities registered under Section 12(g) of the Securities and
Exchange Act of 1934, as amended ("Equity Growth Systems" and the "Exchange
Act," respectively) and Xxxx X. Xxxxxx & Company, a Florida Corporation,
hereinafter referred to as "Xxxxxx", it's affiliates, agents, assigns who for
longer than the past 5 years has served as an accountant and consultant for
Equity Growth Systems being collectively referred to as the "Parties" and each
being sometimes hereinafter generically referred to as a "Party").
Preamble:
WHEREAS, Xxxxxx has provided certain accounting and consulting services for
the benefit of the Company and has submitted in writing his claim for payment
for services rendered and all costs incurred in the amount of $8,000.00.00 for
services rendered and has offered to settle all claims he may have under
employment, accounting, consulting and creditor relationships with Equity Growth
Systems, as hereinafter described:
NOW, THEREFORE, in consideration of the premises, as well as the mutual
covenants hereinafter set forth, the Parties, intending to be legally bound,
hereby agree as follows:
Witnesseth:
First: Terms of Settlement
Xxxxxx and Equity Growth Systems hereby agree to settle all of their
outstanding claims against each other and their members, partners, officers,
directors, agents and affiliates, on the following terms:
I. In full payment of all obligations to Xxxxxx and his affiliates owed by
Equity Growth Systems, Inc., and its affiliates, from the beginning of time
until the date of this Agreement, as well as in consideration for the
extinguishment of all agreements between them, Equity Growth Systems will,
within 7 days after receipt of a copy of this signed agreement shal pay to
Xxxxxx the sum of $2,000.00.
X. Xxxxxx hereby relinquishes all rights under any agreements between him or
his affiliates and Equity Growth Systems and its affiliates, other than
those created by this Agreement.
X. Xxxxxx will cooperate with present and successor management and present and
future accounting firms or persons concerning work that Xxxxxx has performed
for the Company.
Second Mutual Releases
In consideration for the exchange of covenants reflected above but excepting
only the obligations created by this Agreement, the Parties hereby each release,
discharge and forgive the other, and each of the others' members, officers,
directors, partners, agents and employees from any and all liabilities, whether
current or inchoate, from the beginning of time until the date of this
Agreement.
Third: Miscellaneous
146
3.1 Amendment.
No modification, waiver, amendment, discharge or change of this Agreement
shall be valid unless the same is evinced by a written instrument, subscribed by
the Party against which such modification, waiver, amendment, discharge or
change is sought.
3.2 Notice.
All notices, demands or other communications given hereunder shall be in
writing and shall be deemed to have been duly given on the first business day
after mailing by United States registered or unaudited mail, return receipt
requested, postage prepaid, addressed as follows:
To Equity Growth Systems:
000 Xxxxx Xxxxx Xxxx, Xxxxx 000; Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, President.
To : Xx. Xxxxxx:
Xxxx X. Xxxxxx & Company
0000 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxxx, Xxxxxxx 00000
or such other address or to such other person as any Party shall designate to
the other for such purpose in the manner hereinafter set forth.
3.3 Merger.
This instrument, together with the instruments referred to herein, contains
all of the understandings and agreements of the Parties with respect to the
subject matter discussed herein. All prior agreements whether written or oral
are merged herein and shall be of no force or effect.
3.4 Survival.
The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and shall be effective
regardless of any investigation that may have been made or may be made by or on
behalf of any Party.
147
3.5 Severability.
If any provision or any portion of any provision of this Agreement, other
than one of the conditions precedent or subsequent, or the application of such
provision or any portion thereof to any person or circumstance shall be held
invalid or unenforceable, the remaining portions of such provision and the
remaining provisions of this Agreement or the application of such provision or
portion of such provision as is held invalid or unenforceable to persons or
circumstances other than those to which it is held invalid or unenforceable,
shall not be affected thereby.
3.6 Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of Florida and any proceedings pertaining directly or indirectly to the rights
or obligations of the Parties hereunder shall, to the extent legally permitted,
be held in Palm Beach County, Florida.
3.7 Indemnification.
Each Party hereby irrevocably agrees to indemnify and hold the other Parties
harmless from any and all liabilities and damages (including legal or other
expenses incidental thereto), contingent, current, or inchoate to which they or
any one of them may become subject as a direct, indirect or incidental
consequence of any action by the indemnifying Party or as a consequence of the
failure of the indemnifying Party to act, whether pursuant to requirements of
this Agreement or otherwise; provided that, such claims are asserted by third
parties unrelated to the Parties. In the event it becomes necessary to enforce
this indemnity through an attorney, with or without litigation, the successful
Party shall be entitled to recover from the indemnifying Party, all costs
incurred including reasonable attorneys' fees throughout any negotiations,
trials or appeals, whether or not any suit is instituted.
3.8 Litigation.
In any action between the Parties to enforce any of the terms of this
Agreement or any other matter arising from this Agreement, the prevailing Party
shall be entitled to recover its costs and expenses, including reasonable
attorneys' fees up to and including all negotiations, trials and appeals,
whether or not litigation is initiated.
3.9 Benefit of Agreement.
The terms and provisions of this Agreement shall be binding upon and inure
to the benefit of the Parties, their successors, assigns, personal
representatives, estate, heirs and legatees.
3.10 Captions.
The captions in this Agreement are for convenience and reference only and in
no way define, describe, extend or limit the scope of this Agreement or the
intent of any provisions hereof.
3.11 Number and Gender.
All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.
3.12 Further Assurances.
The Parties agree to do, execute, acknowledge and deliver or cause to be
done, executed, acknowledged or delivered and to perform all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances, stock certificates and other documents, as may, from time to time,
be required herein to effect the intent and purpose of this Agreement.
3.13 Status.
Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, employer-employee relationship, lessor-lessee
relationship, or principal-agent relationship, rather, the relationships
established hereby are those of settling debtor and creditor.
148
3.14 Counterparts.
(a) This Agreement may be executed in any number of counterparts.
(b) All executed counterparts shall constitute one Agreement notwithstanding
that all signatories are not signatories to the original or the same
counterpart.
(c) Execution by exchange of facsimile transmission shall be deemed legally
sufficient to bind the signatory; however, the Parties shall, for aesthetic
purposes, prepare a fully executed original version of this Agreement, which
shall be the document filed with the Securities and Exchange Commission.
* *
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
ef- fective as of the ____ day of November, 1998.
Signed, sealed and delivered
In Our Presence:
Equity Growth Systems, inc.
---------------------------------
_________________________________ By:
---------------------------------
Xxxxxxx X. Xxxxxxx, President
(CORPORATE SEAL)
Xx. Xxxxxx:
---------------------------------
--------------------------------- ---------------------------------
Xxxx X. Xxxxxx & Company
Xxxx X Xxxxxx, for the firm
149
Settlement Agreement
This Settlement Agreement (the "Agreement") is made and entered into by and
among Equity Growth Systems, inc., a publicly held Delaware corporation with a
class of securities registered under Section 12(g) of the Securities and
Exchange Act of 1934, as amended ("Equity Growth Systems" and the "Exchange
Act," respectively) and Xxx X. Xxxx, his affiliates, agents, or assigns, and any
entity Mr. Xxxx xxx do business as an officer, director, stockholder, or
partner, Hereinafter referred to as Xx. Xxxx, who for longer than the past 5
years has served as an accountant and consultant for Equity Growth Systems being
collectively referred to as the "Parties" and each being sometimes hereinafter
generically referred to as a "Party").
Preamble:
WHEREAS, Xx. Xxxx has provided certain accounting and consulting services
for the benefit of the Company and has submitted in writing his claim for
payment for services rendered and all costs incurred in the amount of $22,500.00
for services rendered, and has offered to settle all claims he may have under
employment, consulting and creditor relationships with Equity Growth Systems, as
hereinafter described:
NOW, THEREFORE, in consideration of the premises, as well as the mutual
covenants hereinafter set forth, the Parties, intending to be legally bound,
hereby agree as follows:
Witnesseth:
First: Terms of Settlement
Xx. Xxxx and Equity Growth Systems hereby agree to settle all of their
outstanding claims against each other and their members, partners, officers,
directors, agents and affiliates, on the following terms:
L. In full payment of all obligations to Xx. Xxxx and his affiliates owed by
Equity Growth Systems, Inc., and its affiliates, from the beginning of time
until the date of this Agreement, as well as in consideration for the
extinguishment of all agreements between them, Equity Growth Systems will,
within 7 days after receipt of a copy of this signed agreement shall pay to
Xx. Xxxx the sum of $9,000.00.
M. Xx. Xxxx hereby relinquishes all rights under any agreements between him or
his affiliates and Equity Growth Systems and its affiliates, other than
those created by this Agreement.
N. Xx. Xxxx will cooperate with present and successor management and present
and future accounting firms or persons concerning work that Xx. Xxxx has
performed for the Company.
Second Mutual Releases
In consideration for the exchange of covenants reflected above but excepting
only the obligations created by this Agreement, the Parties hereby each release,
discharge and forgive the other, and each of the others' members, officers,
directors, partners, agents and employees from any and all liabilities, whether
current or inchoate, from the beginning of time until the date of this
Agreement.
Third: Miscellaneous
150
3.1 Amendment.
No modification, waiver, amendment, discharge or change of this Agreement
shall be valid unless the same is evinced by a written instrument, subscribed by
the Party against which such modification, waiver, amendment, discharge or
change is sought.
3.2 Notice.
All notices, demands or other communications given hereunder shall be in
writing and shall be deemed to have been duly given on the first business day
after mailing by United States registered or unaudited mail, return receipt
requested, postage prepaid, addressed as follows:
To Equity Growth Systems:
000 Xxxxx Xxxxx Xxxx, Xxxxx 000; Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, President.
To Xx. Xxxx:
Xxx X. Xxxx
000 Xxxxxxx Xxxx
Xxx 0-X
Xxxxx, Xxxxxxx 00000
or such other address or to such other person as any Party shall designate to
the other for such purpose in the manner hereinafter set forth.
3.3 Merger.
This instrument, together with the instruments referred to herein, contains
all of the understandings and agreements of the Parties with respect to the
subject matter discussed herein. All prior agreements whether written or oral
are merged herein and shall be of no force or effect.
3.4 Survival.
The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and shall be effective
regardless of any investigation that may have been made or may be made by or on
behalf of any Party.
3.5 Severability.
If any provision or any portion of any provision of this Agreement, other
than one of the conditions precedent or subsequent, or the application of such
provision or any portion thereof to any person or circumstance shall be held
invalid or unenforceable, the remaining portions of such provision and the
remaining provisions of this Agreement or the application of such provision or
portion of such provision as is held invalid or unenforceable to persons or
circumstances other than those to which it is held invalid or unenforceable,
shall not be affected thereby.
3.6 Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of Florida and any proceedings pertaining directly or indirectly to the rights
or obligations of the Parties hereunder shall, to the extent legally permitted,
be held in Palm Beach County, Florida.
151
3.7 Indemnification.
Each Party hereby irrevocably agrees to indemnify and hold the other Parties
harmless from any and all liabilities and damages (including legal or other
expenses incidental thereto), contingent, current, or inchoate to which they or
any one of them may become subject as a direct, indirect or incidental
consequence of any action by the indemnifying Party or as a consequence of the
failure of the indemnifying Party to act, whether pursuant to requirements of
this Agreement or otherwise; provided that, such claims are asserted by third
parties unrelated to the Parties. In the event it becomes necessary to enforce
this indemnity through an attorney, with or without litigation, the successful
Party shall be entitled to recover from the indemnifying Party, all costs
incurred including reasonable attorneys' fees throughout any negotiations,
trials or appeals, whether or not any suit is instituted.
3.8 Litigation.
In any action between the Parties to enforce any of the terms of this
Agreement or any other matter arising from this Agreement, the prevailing Party
shall be entitled to recover its costs and expenses, including reasonable
attorneys' fees up to and including all negotiations, trials and appeals,
whether or not litigation is initiated.
3.9 Benefit of Agreement.
The terms and provisions of this Agreement shall be binding upon and inure
to the benefit of the Parties, their successors, assigns, personal
representatives, estate, heirs and legatees.
3.10 Captions.
The captions in this Agreement are for convenience and reference only and in
no way define, describe, extend or limit the scope of this Agreement or the
intent of any provisions hereof.
3.11 Number and Gender.
All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.
3.12 Further Assurances.
The Parties agree to do, execute, acknowledge and deliver or cause to be
done, executed, acknowledged or delivered and to perform all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances, stock certificates and other documents, as may, from time to time,
be required herein to effect the intent and purpose of this Agreement.
3.13 Status.
Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, employer-employee relationship, lessor-lessee
relationship, or principal-agent relationship, rather, the relationships
established hereby are those of settling debtor and creditor.
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3.14 Counterparts.
(a) This Agreement may be executed in any number of counterparts.
(b) All executed counterparts shall constitute one Agreement notwithstanding
that all signatories are not signatories to the original or the same
counterpart.
(c) Execution by exchange of facsimile transmission shall be deemed legally
sufficient to bind the signatory; however, the Parties shall, for aesthetic
purposes, prepare a fully executed original version of this Agreement, which
shall be the document filed with the Securities and Exchange Commission.
* *
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
ef- fective as of the ____ day of November, 1998.
Signed, sealed and delivered
In Our Presence:
Equity Growth Systems, inc.
---------------------------------
_________________________________ By:
---------------------------------
Xxxxxxx X. Xxxxxxx, Acting President
(CORPORATE SEAL)
Xx. Xxxx:
---------------------------------
------------------------------- By:
_____________________________________
Xxx X. Xxxx
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