AGREEMENT made as of the day of January, 2015 by and among CVD
Exhibit 10.1
AGREEMENT made as of the day of January, 2015 by and among CVD
Equipment Corporation, a New York Corporation with its principal office at 000 Xxxxx Xxxxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000 ("CVD"), Taiwan Glass Industrial Corporation, a Taiwanese Corporation, with offices at Taiwan Glass Building, 261, Section 0, Xxxxxxx Xxxx Xxxx, Xxxxxx 00000, Xxxxxx ("TGI") and Capital One, National Association, a national association, with its principal office at 0000 Xxxxxxx Xxx Xxxxx, XxXxxx, Xxxxxxxx 00000 ("CONA").
WITNESSETH:
WHEREAS, CVD, TGI and CONA are parties to that certain action pending in the United States District Court for the Southern District of New York under Docket No. 10-CV-0573 (the "Action" and "the parties" for purposes of this agreement). The full caption of the Action is attached as Exhibit 1;
WHEREAS, Mizuho Corporate Bank, Ltd., an initially-named defendant in the Action, was granted summary judgment on the claims against it by CVD in an Opinion and Order dated March 31, 2011 (CVD Equip. Corp. v. Taiwan Glass Indus. Corp., Xx. 00 Xxx. 00000 (RJH), 2011 WL 1210199 (S.D.N.Y. Mar. 31, 2011) (the "Mizuho Dismissal")) and CVD hereby waives any right to appeal the Mizuho Dismissal; and
WHEREAS, the parties have agreed to resolve their dispute and differences, and to terminate the Action pursuant to the terms set forth below,
NOW, THEREFORE, in consideration of the mutual promises set forth below and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each party, and intending themselves to be bound hereby, the parties agree as follows:
I. Settlement of the Action. Upon the full compliance of each party of its respective obligations as set out below, within the applicable time limits prescribed by this Agreement, the Action will be settled and dismissed, with prejudice and without costs as against any party. Contemporaneously with its execution of this Agreement, each party's counsel will execute a counterpart of a stipulation of dismissal, in form substantially identical to the attached Exhibit 2 (the "Stipulation") and each party will then deliver that counterpart, along with an executed copy of this Agreement, to Xxxxxxxxx Xxxxxx & Xxxxx LLP, TGI's attorney ("Escro w Agent") to be held in escrow, as provided below. If the executed documents required here of CVD and CONA have not been received by the Escrow Agent by January 20 , 2015, then this Agreement shall be of no force and effect and the Escrow Agent shall be relieved of any responsibilities hereunder.
2. Payment by CVD. CVD will pay to TGI the sum of Four Million Nine Hundred Twenty-Five Thousand and 00/100ths Dollars ($4,925,000.00 USD) (the "Payment"), by wire transfer to Escrow Agent (pursuant to the wire instructions set forth on Exhibit 4 hereto) on or before the later of (i) Thursday, January 22, 2015 (EST) or (ii) three business days following receipt by CVD's counsel of email advice from Escrow Agent confirming that Escrow Agent is in possession of a counterpart of this Agreement and of TGI's executed and notarized releases (that need not include the consular certification as provided in paragraph 3 hereof) executed by TGI. If payment is not received by Escrow Agent within that time limit, this Agreement shall be null and void and of no further force and effect, and Escrow Agent shall return all documents received by it to the parties who delivered them, and any payment received from CVD by Escrow Agent after that above time limit.
3. Releases. Contemporaneous with its execution of a counterpart of this Agreement, each party will execute the appropriate releases substantially in the form attached as Exhibit 3 ("Release"), and deliver an "ink original" of that duly executed Release to Escrow Agent. The TGI Releases will be notarized in accordance with the laws of Taiwan, but notwithstanding the foregoing, TGI agrees that it shall execute two originals of its releases, one of which for CVD and CONA shall include an authentication by the certificate of a consular officer of the United States resident in Taiwan. Those originals with consular certifications will be provided to CVD and CONA as soon as reasonably practicable.
4. Escrow. Upon timely receipt by Escrow Agent of the Payment provided for in paragraph 2 above, the executed counterparts of the Stipulation and this Agreement as provided for in paragraph 1 above and the ink original Releases provided for in paragraph 3 above, Escrow Agent forthwith shall, contemporaneously: (i) deliver the Payment to TGI; (ii) forward the Stipulation to the Court for judicial endorsement; and (iii) deliver each Release to its respective designated Releasee, together with executed counterparts of this Agreement.
5. Certain Proceedings in Taiwan. Promptly after Escrow Agent delivers the Payment to TGI, TGI shall notify the Taiwanese prosecutor, in writing, that all of its disputes with CVD and its directors, officers, employees and agents, including Xx. Xxxxxxx Xxxxxxxxx, have been amicably resolved on a business-like basis, and that the complaint made by TGI in Taiwan is withdrawn. A copy of such notification shall contemporaneously be sent to CVD.
6. Temporary Non-Disclosure. Except as specifically provided in paragraph 5 above, TGI and CONA agree not to disclose the fact or the terms of this settlement of the Action until the Stipulation is judicially endorsed and filed with the Clerk of the Court. CVD agrees it will make no disclosure of the facts or the terms of this settlement of the Action until the filing of the judicially endorsed Stipulation with the Clerk of the Court, except as it may be required or advised to disclose same in a filing with the Securities and Exchange Commission or as otherwise required by law, rule or regulation, in advance of the filing of the judicially endorsed Stipulation.
7. Miscellaneous.
7.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, collectively, shall be deemed but one and the same document. Email or facsimile signatures on this Agreement and the documents referenced herein shall be deemed to be "original". The condition in paragraph 4 as to Releases shall require the delivery of ink original Releases by all parties, except that the TGI original releases need not be the originals that include the consular certifications as provided in paragraph 3 hereof.
7.2 This Settlement Agreement may not be altered, changed, modified, amended or terminated orally, but only by a writing signed by the parties.
7.3 Each party agrees to execute and deliver such other documents, and to take such other actions, at the request of the other, as may be reasonably required to effectuate the terms and purposes of this Agreement.
7.4 This Agreement shall be governed by, enforced, interpreted and construed under New York law, without regard to conflicts of law principles.
7.5 When executed by all the parties and delivered to the Escrow Agent this Agreement (and the documents provided for herein) shall constitute the full and final expression of the parties' agreement concerning the subject hereof. All prior and contemporaneous agreements, understandings, and negotiations regarding the settlement of the Action will then be merged in this Agreement. Until and unless the Escrow Agent has timely received copies of this Agreement executed by all parties, this document shall have no force or effect and shall not be admissible as evidence of any agreement between the parties.
7.6 Notices required or permitted to be served in connection with this Agreement shall be sent to a party by email and express delivery service addressed as follows:
if to CVD:
Xxxxxx X. Xxxxxxxxxx, Esq.
CVD Equipment Corporation
000 Xxxxx Xxxxxxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Email: xxxxxxxxxxxx@xxxxxxxxxxxx.xxx
with a copy by email to:
Xxxxxxx X. Good, Esq.
Ruskin Moscou Faltischek, P.C. 0000 XXX Xxxxx
Xxxxxxxxx, XX 00000-0000 Email: xxxxx@xxxxx.xxx
if to TGI:
Taiwan Glass Industrial Corporation Taiwan Glass Building, 261, Section 0 Xxxxxxx Xxxx Xxxx
Xxxxxx 00000, Xxxxxx
Attn: Xx. Xxxxx Xxxx Xxxx
Email: xx@xx.xxxxxxxxxxx.xxx
With a copy by email to:
Xxxxxxxxxxx Xxxxxxxxx, Esq.
Xxxxxxxxx Xxxxxx & Xxxxx LLP
000 Xxxxxxxx, 00xx Xxxxx Xxx
Xxxx, Xxx Xxxx 00000
Email: xxxxxxxxxx@xxx.xxx
if to CONA:
Xxxxxxxxxxx Peak, Esq.
Capital One, National Association
0 Xxxxxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Email: xxxxxxxxxxx.xxxx@xxxxxxxxxx.xxx
with a copy by email to:
Xxxx Xxxxxx, Esq.
King & Spalding, LLP,
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Email: XXxxxxx@XXXXX.xxx
Notice shall be deemed to have been "given" two business days after it is sent.
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CVD EQUIPMENT CORPORATION |
TAIWAN GLASS INDUSTRIAL | |
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By: /s/ Xxxxxxx X. Xxxxxxxxx |
By: _______________________ | |
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Dated: January 16, 2015 |
Dated: January ___, 2015 | |
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CAPITAL ONE, NATIONAL ASSOCIATION |
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By: _______________________ |
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Dated: January ___, 2015 |
With a copy by email to:
Xxxxxxxxxxx Xxxxxxxxx, Esq
Xxxxxxxxx Xxxxxx & Xxxxx LLP
000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Email: xxxXxxxxxx@xxx.xxx
if to CONA:
Xxxxxxxxxxx Peak, Esq.
Capital One, National Association
2 Bethesda Metro Center, 10111 Floor
Xxxxxxxx, Xxxxxxxx 00000
Email: xxxxxxxxxxx.xxxx@xxxxxxxxxx.xxx
with a copy by email to:
Xxxx Xxxxxx, Esq.
King & Spalding, LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Email: XXxxxxx@XXXXX.xxx
Notice shall be deemed to have been "given" two business days after it is sent.
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CVD EQUIPMENT CORPORATION |
TAIWAN GLASS INDUSTRIAL | |
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By: _______________________ |
By: /s/ Xxxxx Xxxx Xxxx | |
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Dated: January ___, 2015 |
Dated: January 22, 2015 | |
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CAPITAL ONE, NATIONAL ASSOCIATION |
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By: _______________________ |
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Dated: January ___, 2015 |
With a copy by email to:
Xxxxxxxxxxx Xxxxxxxxx, Esq.
Xxxxxxxxx Xxxxxx & Xxxxx LLP
000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Email: xxxxxxxxxx@xxx.xxx
if to CONA:
Xxxxxxxxxxx Peak, Esq.
Capital One, National Association
0 Xxxxxxxx Xxxxx Xxxxxx, 00x" Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Email: xxxxxxxxxxx,xxxx@xxxxxxxxxx.xxx
with a copy by email to:
Xxxx Xxxxxx, Esq.
King & Spalding, LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Email: XXxxxxx@XXXXX.xxx
Notice shall be deemed to have been "given" two business days after it is sent.
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CVD EQUIPMENT CORPORATION |
TAIWAN GLASS INDUSTRIAL | |
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By: _______________________ |
By: _______________________ | |
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Dated: January ___, 2015 |
Dated: January ___, 2015 | |
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CAPITAL ONE, NATIONAL ASSOCIATION |
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By: /s/ Xxxxxxxxxxx Peak |
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Dated: January 16, 2015 |
Exhibit 0
XXXXXX XXXXXX XXXXXXXX XXXXX
XXXXXXXX XXXXXXXX XX XXX XXXX
----------------------------------------------------------------------x
CVD EQUIPMENT CORPORATION,
Plaintiff 10-CV-0573 (JPO)(RLE)
-against-
TAIWAN GLASS INDUSTRIAL CORPORATION,
and MIZUHO INDUSTRIAL BANK, LTD.,
Defendants
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TAIWAN GLASS INDUSTRIAL CORPORATION,
Counterclaim Plaintiff,
-against-
CAPITAL ONE, N.A.,
Counterclaim Defendant.
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Exhibit 0
XXXXXX XXXXXX XXXXXXXX XXXXX
XXXXXXXX XXXXXXXX XX XXX XXXX
----------------------------------------------------------------------x
CVD EQUIPMENT CORPORATION,
Plaintiff 10-CV-0573 (JPO)(RLE)
-against- STIPULATION OF DISMISSAL
TAIWAN GLASS INDUSTRIAL CORPORATION,
and MIZUHO INDUSTRIAL BANK, LTD.,
Defendants
---------------------------------------------------------------------x
TAIWAN GLASS INDUSTRIAL CORPORATION,
Counterclaim Plaintiff,
-against-
CAPITAL ONE, N.A.,
Counterclaim Defendant.
---------------------------------------------------------------------x
WHEREAS all claims against defendant, Mizuho Corporate Bank, Ltd. ("Mizuho"), were dismissed by Memorandum Opinion and Order dated March 31, 2011 (Docket No. 79); and
WHEREAS plaintiff, CVD Equipment Corporation, waives any right to appeal such dismissal against Mizuho,
NOW plaintiff CVD Equipment Corporation and defendant/counterclaim plaintiff
Taiwan Glass Industrial Corporation and counterclaim defendant Capital One, National Association, through their undersigned attorneys, hereby stipulate and agree, pursuant to Fed.R.Civ.P. 41, that all claims and counterclaims against all parties in the above-captioned case shall be, and hereby are, dismissed with prejudice. The parties shall each bear their own costs and attorney's fees.
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RUSKIN MOSCOU FALTISCHEK, P.C. |
XXXXXXXXX XXXXXX & XXXXX LLP | |
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By: /s/ Xxxxxx X. Xxxxxxxx |
By: /s/ Xxxxxxxxxxx Xxxxxxxxx | |
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Xxxxxxx X. Good, Esq. |
Xxxxxxxxxxx Xxxxxxxxx, Esq. | |
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Xxxxxx X. Xxxxxxxx, Esq. |
Xxxxx X. Xxxx, XX, Esq. | |
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Attorney for Plaintiff, CVD |
Attorneys for Defendant/Counterclaim | |
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Equipment Corporation |
Plaintiff, Taiwan Glass Industrial | |
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1425 RXR Plaza |
Corporation | |
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East Tower, 15th Floor |
000 Xxxxxxxx, 00xx Xxxxx | |
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Xxxxxxxxx, Xxx Xxxx 00000 |
Xxx Xxxx, Xxx Xxxx 00000 | |
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(000) 000-0000 |
(000) 000-0000 | |
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Dated: January 16, 2015 |
Dated: January 28, 2015 | |
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KING & SPALDING, LLP |
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By: _________________________ |
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Xxxx X. Xxxxxx, Esq. |
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Attorneys for Counterclaim Defendant, |
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Capital One, National Association |
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0000 Xxxxxx xx xxx Xxxxxxxx |
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Xxx Xxxx, Xxx Xxxx 00000 |
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(000) 000-0000 |
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Dated: January __, 2015 |
Association, through their undersigned attorneys, hereby stipulate and agree, pursuant to Fed.R.Civ.P. 41, that all claims and counterclaims against all parties in the above-captioned case shall be, and hereby are, dismissed with prejudice. The parties shall each bear their own costs and attorney's fees.
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RUSKIN MOSCOU FALTISCHEK, P.C. |
XXXXXXXXX XXXXXX & XXXXX LLP | |
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By: _______________________________ |
By: _______________________________ | |
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Xxxxxxx X. Good, Esq. |
Xxxxxxxxxxx Xxxxxxxxx, Esq. | |
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Xxxxxx X. Xxxxxxxx, Esq. |
Xxxxx X. Xxxx, XX, Esq. | |
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Attorney for Plaintiff, CVD |
Attorneys for Defendant/Counterclaim | |
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Equipment Corporation |
Plaintiff, Taiwan Glass Industrial | |
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1425 RXR Plaza |
Corporation | |
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East Tower, 15th Floor |
000 Xxxxxxxx, 00xx Xxxxx | |
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Xxxxxxxxx, Xxx Xxxx 00000 |
Xxx Xxxx, Xxx Xxxx 00000 | |
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(000) 000-0000 |
(000) 000-0000 | |
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Dated: January __, 2015 |
Dated: January __, 0000 | |
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XXXX & XXXXXXXX, XXX |
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By: /s/ Xxxx X. Xxxxxx |
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Xxxx X. Xxxxxx, Esq. |
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Attorneys for Counterclaim Defendant, |
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Capital One, National Association |
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0000 Xxxxxx xx xxx Xxxxxxxx |
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Xxx Xxxx, Xxx Xxxx 00000 |
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(000) 000-0000 |
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Dated: January 16, 2015 |
Exhibit 3
RELEASE
TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT, TAIWAN GLASS INDUSTRIAL CORPORATION, a Taiwanese corporation, on its own behalf and on behalf of its parents, subsidiaries, affiliates, shareholders, officers, directors, agents, employees, successors and assigns, as Releasor, in consideration of the sum of Ten and 00/100 ($10.00) Dollars and other good and valuable consideration, received from CVD EQUIPMENT CORPORATION, as Releasee, the receipt and sufficiency of which is hereby acknowledged, releases and discharges the Releasee, Releasee's parents, subsidiaries, affiliates, shareholders, officers, directors, agents, employees, successors and assigns 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, in law, admiralty or equity (collectively, "Claims"), which against the Releasee, the Releasor, Releasor's parents, subsidiaries, affiliates, shareholders, officers, directors, agents, employees, 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 from the beginning of the world to the date of this Release. Notwithstanding the generality of the foregoing, this Release is limited to those Claims which relate in any manner to the subject matter of that certain action in the United States District Court for the Southern District of New York entitled CVD Equipment Corporation v. Taiwan Glass Industrial Corp., et al,, Docket No. 10-CV-0573 (the Action), including without limitation the Agreement and letters of credit referred to in the pleadings therein.
Whenever the text hereof requires, the use of singular number shall include the appropriate plural number as the text of the within instrument may require. This Release may not be changed orally.
IN WITNESS WHEREOF, the Releasor has executed this Release on January 2015.
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TAIWAN GLASS INDUSTRIAL CORPORATION | ||
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Sworn by the said LIN, POR-XXXX) |
/s/ Xxxxx Xxxx Xxxx | |
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at the Taipei, Taiwan ) |
By: | |
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on the 22 day of January, 2015) |
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Before me: |
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/s/ Xxxx Xxxx-Min |
Xxxx Xxxx-Min | |
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Notary Public |
Notary Public | |
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Chao & Partners Notary Public Office | ||
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0X, 0, Xxx.0, Xxxxxxx X. Xx., | ||
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Xxxxxx, Xxxxxx, X.X.X. | ||
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Registered with Taiwan Taipei District Court |
RELEASE
TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT, TAIWAN GLASS INDUSTRIAL CORPORATION, a Taiwanese corporation, on its own behalf and on behalf of its parents, subsidiaries, affiliates, shareholders, officers, directors, agents, employees, successors and assigns, as Releasor, in consideration of the sum of Ten and 00/100 ($10.00) Dollars and other good and valuable consideration, received from CAPITAL ONE, NATIONAL ASSOCIATION, as Releasee, the receipt and sufficiency of which is hereby acknowledged, releases and discharges the Releasee, Releasee's parents, subsidiaries, affiliates, shareholders, officers, directors, agents, employees, successors and assigns 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, in law, admiralty or equity (collectively, "Claims"), which against the Releasee, the Releasor, Releasor's parents, subsidiaries, affiliates, shareholders, officers, directors, agents, employees, 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 from the beginning of the world to the date of this Release, Notwithstanding the generality of the foregoing, this Release is limited to those Claims which relate in any manner to the subject matter of that certain action in the United States District Court for the Southern District of New York entitled CVD Equipment Corporation v, Taiwan Glass Industrial Corp,, et al., Docket No. 10-CV-0573 (the Action), including without limitation the Agreement and letters of credit referred to in the pleadings therein.
Whenever the text hereof requires, the use of singular number shall include the appropriate plural number as the text of the within instrument may require. This Release may not be changed orally.
IN WITNESS WHEREOF, the Releasor has executed this Release on January 2015.
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TAIWAN GLASS INDUSTRIAL CORPORATION | ||
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Sworn by the said LIN, POR-XXXX) |
/s/ Xxxxx Xxxx Xxxx | |
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at the Taipei, Taiwan ) |
By: | |
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on the 22 day of January, 2015) |
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Before me: |
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/s/ Xxxx Xxxx-Min |
Xxxx Xxxx-Min | |
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Notary Public |
Notary Public | |
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Chao & Partners Notary Public Office | ||
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0X, 0, Xxx.0, Xxxxxxx X. Xx., | ||
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Xxxxxx, Xxxxxx, X.X.X. | ||
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Registered with Taiwan Taipei District Court |
RELEASE
TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT, CVD EQUIPMENT CORPORATION, a corporation organized under the laws of the State of New York, on its own behalf and on behalf of its parents, subsidiaries, affiliates, shareholders, officers, directors, agents, employees, successors and assigns, as Releasor, in consideration of the sum of Ten and 00/100 ($10.00) Dollars and other good and valuable consideration, received from TAIWAN GLASS INDUSTRIAL CORPORATION, as Releasee, the receipt and sufficiency of which is hereby acknowledged, releases and discharges the Releasee, Releasee's parents, subsidiaries, affiliates, shareholders, officers, directors, agents, employees, successors and assigns 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, in law, admiralty or equity (collectively, "Claims"), which against the Releasee, the Releasor, Releasor's parents, subsidiaries, affiliates, shareholders, officers, directors, agents, employees, 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 from the beginning of the world to the date of this Release. Notwithstanding the generality of the foregoing, this Release is limited to those Claims which relate in any manner to the subject matter of that certain action in the United States District Court for the Southern District of New York entitled CVD Equipment Corporation v. Taiwan Glass Industrial Corp., et al., Docket No. 10-CV-0573 (the Action), including without limitation the Agreement and letters of credit referred to in the pleadings therein.
Whenever the text hereof requires, the use of singular number shall include the appropriate plural number as the text of the within instrument may require. This Release may not be changed orally.
IN WITNESS WHEREOF, the Releasor has executed this Release on January 16, 2015.
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CVD EQUIPMENT CORPORATION | ||
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By: /s/ Xxxxxxx X. Xxxxxxxxx | ||
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Xxxxxxx X. Xxxxxxxxx |
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STATE OF NEW YORK |
) |
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) ss.: |
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COUNTY OF SUFFOLK |
) |
On this 16th day of January, in the year 2015, before e, the undersigned, a Notary Public in and for said state, personally appeared Xxxxxxx X. Xxxxxxxxx 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 executed the same in his capacity, and that by his signature on the instrument, the entity (to wit: CVD EQUIPMENT CORPORATION) upon behalf of which the individual acted, executed the instrument.
/s/ Xxxxxx X. Xxxxxxxxxx
____________________________
Notary Public
Xxxxxx X. Xxxxxxxxxx
Xxxxxx Xxxxxx, Xxxxx xx Xxx Xxxx
XX.00XX0000000, Xxxxxxx Xxxxxx
Term Expires February 28, 2015
RELEASE
TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT, CAPITAL ONE, NATIONAL ASSOCIATION, a National Banking Association, under the laws of the United States, on its own behalf and on behalf of its parents, subsidiaries, affiliates, shareholders, officers, directors, agents, employees, successors and assigns, as Releasor, in consideration of the sum of Ten and 00/100 ($10.00) Dollars and other good and valuable consideration, received from TAIWAN GLASS INDUSTRIAL CORPORATION, as Releasee, the receipt and sufficiency of which is hereby acknowledged, releases and discharges the Releasee, Releasee's parents, subsidiaries, affiliates, shareholders, officers, directors, agents, employees, successors and assigns 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, in law, admiralty or equity (collectively, "Claims"), which against the Releasee, the Releasor, Releasor's parents, subsidiaries, affiliates, shareholders, officers, directors, agents, employees, 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 from the beginning of the world to the date of this Release. Notwithstanding the generality of the foregoing, this Release is limited to those Claims which relate in any manner to the subject matter of that certain action in the United States District Court for the Southern District of New York entitled CVD Equipment Corporation v. Taiwan Glass Industrial Corp., et al., Docket No. 10-CV-0573 (the Action), including without limitation the Agreement and letters of credit referred to in the pleadings therein.
Whenever the text hereof requires, the use of singular number shall include the appropriate plural number as the text of the within instrument may require. This Release may not be changed orally.
IN WITNESS WHEREOF, the Releasor has executed this Release on January 16, 2015.
CAPITAL ONE, NATIONAL ASSOCIATION
By: /s/ Xxxxxxxxxxx Peak
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STATE OF MARYLAND |
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) ss.: |
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COUNTY OF xxxx arundel |
) |
On this 16th day of January, in the year 2015, before me, the undersigned, a Notary Public in and for said state, personally appeared Xxxxxxxxxxx Peak, 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 executed the same in his capacity, and that by his signature on the instrument, the entity (to wit: CAPITAL ONE, NATIONAL ASSOCIATION) upon behalf of which the individual acted, executed the instrument.
/s/ Xxxxxxxx X. Xxxxxxx
Notary Public
Xxxxxxxx X. Xxxxxxx
Notary Public
Xxxx Arundel County, State of Maryland
My Commission Expires February 27, 2018
Exhibit 4
Wire Transfer Instructions for Xxxxxxxxx Xxxxxx & Xxxxx LLP (xXXX)
Citibank, N.A.
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Account No.
Routing No./ABA No.
Attn: Xxxxxxxxx Xxxxxx & Xxxxx LLP Please reference your invoice number
International Wire Transfer Instructions for Xxxxxxxxx Xxxxxx & Xxxxx LLP (XXXX)
Citibank, N.A.
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Account No.
Routing No./ABA No.:
International SWIFT code:
Attn: Xxxxxxxxx Xxxxxx & Xxxxx LLP Please reference your invoice number
