Exhibit 10.110
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RELEASE
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This Release is made this 19th day of August, 2002, by Commodore
Applied Technologies, Inc. for itself and on behalf of its officers, directors,
agents, attorneys, and employees ("Commodore" or the "Releasor").
1. Recitals.
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(A) On or about August 30, 2000, Commodore entered into an Amended and
Restated Stock Purchase Agreement (the "Agreement") with Xxxxxxx X. Xxxxxxx
("Xxxxxxx"), Xxxxx X. Xxxxxxxx ("Xxxxxxxx") and Dispute Resolution Management,
Inc., its officers, directors, agents, attorneys, and employees ("DRM")
(collectively the "Released Parties").
(B) Commodore breached its obligation under Paragraph 7.2(b) of the
Agreement, thereby giving Xxxxxxx and Speciale the right to foreclose on the DRM
stock and the Commodore stock (the "Collateral") pursuant to Paragraph 6 of the
Pledge and Security Agreement attached as Exhibit D to the Agreement.
(C) On May 12, 2002, Xxxxxxx and Xxxxxxxx gave notice to Commodore of
their intent to foreclose on the Collateral..
(D) On July 3, 2002, Xxxxxxx and Speciale sent a notice to Commodore of
their intent to conduct a foreclosure sale on the Collateral on July 17, 2002.
(E) On July 12, 2002, Commodore filed a Complaint and a Motion for
Temporary Restraining Order requesting that the United States District Court for
the Southern District of New York in Case No. 02 CV 5341 (the "Litigation")
temporarily restrain and preliminarily enjoin Xxxxxxx and Xxxxxxxx from
conducting the foreclosure sale of the Collateral.
(F) At a hearing on July 16, 2002, Judge Xxxxx Xxxx of the United State
District Court for the Southern District of New York denied Commodore's Motion
for a Temporary Restraining Order.
(G). On July 17, 2002, Xxxxxxx and Xxxxxxxx conducted a foreclosure
sale of the Collateral. Xxxxxxx and Speciale were the successful bidders for the
Collateral.
(H) Releasor has reached an agreement with the Released Parties to
settle the Litigation, and Releasor delivers this Release to the Released
Parties in connection with the settlement described in this recital.
NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, RECIEPT OF WHICH
IS HEREBY ACKNOWLEDGED BY RELEASOR:
(1) Releasor forever releases and discharges the Released Parties from
any and all claims, demands, causes of action, obligations, controversies,
debts, damages, losses and liabilities of any kind or nature whatsoever, whether
known or unknown, suspected or unsuspected, and whether or not concealed or
hidden which Releasor now owns or holds or has at anytime owned or held against
the Released Parties based on, arising from, or in any way related to the
conduct or inaction of the Released Parties from the beginning of time to the
date of this Release.
This Release includes, but is not limited to, all conduct or inaction
of the Released Parties related to the negotiation of the Agreement, the
execution of the Agreement, the performance of the Released Parties under the
Agreement, the conduct of Xxxxxxx and Xxxxxxxx as officers and directors of DRM,
the foreclosure, repossession and sale of the Collateral by Xxxxxxx and
Speciale, and extends to any and all claims that have been asserted or could
have been asserted by Releasor in the Litigation.
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(2) Releasor understands, acknowledges and agrees that if any fact with
respect to any of the matters described in Paragraph (1) of this Release is
found hereafter to be other than, or different from, a fact now believed to be
true, Releasor expressly assumes the risk of any difference in fact and agrees
that this Release shall be, and will remain, effective notwithstanding any such
difference in fact.
(3) Releasor understands, acknowledges and agrees that this Release may
be pleaded as a full and complete defense to, and may be used as a basis for an
injunction against any action, suit or other proceeding which may be instituted,
prosecuted or attempted in breach of this Release.
(4) Releasor understands, acknowledges and agrees that this Release
shall inure to the benefit of the successors, administrators, executors,
representatives, heirs, and assigns of the Released Parties, and shall be
binding upon the Releasor and its successors.
(5) Releasor understands, acknowledges and agrees that this Release
constitutes the entire Release and that it may not be altered, amended, modified
or otherwise changed in any respect whatsoever except by writing duly executed.
(6) Releasor represents and warrants that it enters into this Release
upon the legal advise of an attorney, who is its attorney of choice, and that
said attorney has explained the terms of this Release, and that Releasor fully
understands and voluntarily accepts its terms.
(7) Releasor represents and warrants that the officer who executes this
Release for, and on behalf of Releasor, has the authority to enter into this
Release, and that the execution of this Release is not in conflict with, or
barred by, the Articles of Incorporation or Bylaws of Releasor or by the rules
or regulations of any regulatory body to which Releasor is subject.
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(8) This Release shall be construed under, and interpreted in
accordance with, the laws of the State of Utah.
Commodore Applied Technologies, Inc.
Dated: April 19, 2002 By: /s/ Xxxxxx X. Xxxxxx
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Its: Chairman & CEO
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