Exhibit 10.25 - Settlement Agreement and Mutual Release between the Company and
WebCT dated November 2003.
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE
THIS SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (the "Settlement
Agreement") is entered into between WebCT, Inc. ("WebCT") and Magna-Lab Inc.
("Magna") as of November 7, 2003.
WHEREAS, Magna has failed to satisfy certain of its obligations under a
certain Sublease dated July 2001 between Magna and WebCT;
WHEREAS, WebCT has agreed to release Magna for all of its obligations
under the Sublease subject to the terms and conditions set forth in this
Settlement Agreement;
WHEREAS, Magna has agreed to release WebCT for all of its obligations
under the Sublease subject to the terms and conditions set forth in this
Settlement Agreement; and
WHEREAS, the parties hereto are desirous of settling their differences
amicably and short of protracted litigation;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein and for other good and valuable consideration, receipt and
legal sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. WebCT hereby releases and forever discharges Magna and its
respective subsidiary or affiliated companies and their affiliated
officers, directors, shareholders, agents, employees,
representatives, successors and assigns, from any and all claims,
defenses demands, rights of setoff or recoupment, suits, lawsuits,
liabilities, damages, actions, causes of action or complaints of
whatever nature or kind from the beginning of time to the date of
this release ("WebCT Claims").
2. Magna hereby releases and forever discharges WebCT and its
respective parent, subsidiary or affiliated companies and their
affiliated officers, directors, shareholders, agents, employees,
representatives, successors and assigns, from any and all claims,
defenses demands, rights of setoff or recoupment, suits, lawsuits,
liabilities, damages, actions, causes of action or complaints of
whatever nature or kind ("Magna Claims") from the beginning of time
to the date of this release.
3. Upon execution of this Settlement Agreement by WebCT, Magna will
cause to be delivered to WebCT a check for seventy-five thousand
dollars (US$75,000.00) (the "Settlement Amount") on or before
November 20, 2003.
4. No portion of this Settlement Agreement shall be construed as
extinguishing any rights or remedies of any party against any other
party for any default that may arise in the future under this
Settlement Agreement.
5. The parties agree that they are entering into this Settlement
Agreement as a compromise of disputed claims, to avoid the cost and
expense of litigation. By entering into this Settlement Agreement,
neither party admits wrongdoing or any liability whatsoever.
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6. This Settlement Agreement embodies the full and complete
understanding and agreement between the parties hereto with respect
to the matters involved herein, and supersedes any previous
negotiations or agreements between the parties with respect to such
matters. This Settlement Agreement was not entered into in reliance
upon any statement or representation by either party other than
those set forth herein. If one or more provisions of this Settlement
Agreement are held to be unenforceable under applicable law, such
provisions(s) shall be excluded from this Settlement Agreement and
the balance of the Settlement Agreement shall be interpreted as if
such provision(s) were so excluded (but in a manner that most
closely effects the intent of the parties as of the date of this
Settlement Agreement) and the modified agreement shall be
enforceable in accordance with its remaining terms. No amendment or
modification of this Settlement Agreement shall be effective unless
executed in writing by the parties hereto.
7. This Settlement Agreement shall be binding and inure to the benefit
of each of the parties, and to each of their attorneys, agents,
directors, officers, employees, heirs, executors, administrators,
legal successors and assigns, and any other person claiming by and
through them.
8. The parties acknowledge that they are authorized and competent to
execute this Settlement Agreement, and that before executing it,
each has read this document, discussed and reviewed it with their
counsel, and that each party fully understands each provision
contained herein.
9. This Settlement Agreement may be executed in two or more
counterparts each of which shall be considered an original, but all
of which together shall constitute the same agreement.
10. If any action, suit or proceeding is brought by a party hereto with
respect to any controversy, claim or other matter arising out of or
relating to this Settlement Agreement, or the breach thereof of any
section of this Settlement Agreement, all costs and expenses of such
action, suit or proceeding, including reasonable attorney's fees and
expenses, shall be borne by each party separately.
IN WITNESS WHEREOF, the parties have caused this Settlement Agreement to be
executed as of the day and year set forth above and do each hereby warrant and
represent that their respective signatories whose signature appears below have
been and are on the date of this Settlement Agreement duly authorized by all
necessary and appropriate action to execute this Settlement Agreement.
WEBCT, INC.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
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Title: Executive Vice President and Chief Financial Officer
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Date: November , 2003
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MAGNA-LAB INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx C, Xxxxxxx
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Title: Treasurer and Secretary
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Date: November __, 2003
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Acknowledgements:
COMMONWEALTH OF MASSACHUSETTS )
) ss.:
COUNTY OF ___________________ )
On the __ day of October in the year 2003, before me, the undersigned,
personally appeared _____________________personally known to me or proved to me
on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their capacity, and that by his/her/their signature
on the instrument, the individual, or the person upon behalf of which the
individual acted, executed the instrument.
STATE OF NEW YORK )
) ss.:
COUNTY OF NASSAU )
On the __ day of October in the year 2003, before me, the undersigned,
personally appeared _____________________personally known to me or proved to me
on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their capacity, and that by his/her/their signature
on the instrument, the individual, or the person upon behalf of which the
individual acted, executed the instrument.
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