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EXHIBIT 10.26.1
SETTLEMENT AND RELEASE RESPECTING
ALLEGED IMPROPER ADJUSTMENTS FOR CALLS PRIOR
TO DECEMBER 31, 1997
WHEREAS, New Lauderdale, a corporation organized under the laws of the State of
Delaware ("RELEASOR") and having offices at Xxx Xxxx Xxxx Xxxxx, Xxxxx Xxxxx, XX
00000 and West Interactive Corporation, a corporation organized under the laws
of the State of Delaware and having offices at 0000 Xxxxxxx Xxxxxx, Xxxxx, XX
00000 ("RELEASEE"; collectively with the RELEASOR, the "PARTIES") are parties to
that certain Servicing Agreement (the "SA") under which RELEASEE contracts with
{Confidential portion omitted and filed separately with the Commission} to
perform certain billing services (the "Billing Services") for RELEASOR in
connection with calls made to RELEASOR's 900 pay-per-call programs ("RELEASOR's
900 Programs");
WHEREAS, in connection with the Billing Services, RELEASOR has made certain
inquiries respecting the duplication of certain adjustments made by
{Confidential portion omitted and filed separately with the Commission} for
uncollectible amounts;
WHEREAS, RELEASEE has investigated the items;
WHEREAS, the PARTIES wish to fully, finally and forever settle all disputes
respecting the investigation of duplicate adjustments for uncollectible amounts;
NOW THEREFORE, in consideration of the foregoing recitals and of the terms and
conditions set forth herein, the PARTIES hereby agree as follows:
1. RELEASOR, in consideration of the sum of $455,804.31 from RELEASEE, the
receipt of which is hereby acknowledged, releases and discharges
RELEASEE and each of its past, present and future investors,
subsidiaries, affiliates, officers, directors, employees, agents,
stockholders, partners, underwriters, successors and assigns
(collectively with RELEASEE, "RELEASEES"), from all manner of actions,
causes of action, suits, debts, dues, sums of money, accounts,
reckoning, bonds, bills, specialties, controversies, agreements,
promises, variances, trespasses, damages, judgment, extents,
executions, claims and demands whatsoever, in law, in admiralry, or in
equity which RELEASOR and RELEASOR's heirs, executors, administrators,
successors and assigns ever had, now have, or which they hereafter can,
shall or may have from the beginning of the world to the end of the
world, against RELEASEES, arising out of or relating to all alleged
duplicate adjustments for calls placed to RELEASOR's 900 Programs prior
to December 31, 1997.
2. The payment of $455,804.31 by RELEASEE is contingent upon the execution
of this Settlement and Release.
3. It is understood and agreed that this Settlement and Release is a
compromise of a claim, and that the consideration recited herein is not
an admission of liability on the part of any PARTY.
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4. The PARTIES further agree to: (a) restrict disclosure, to the extent
permitted by law, of the existence and terms of this Settlement and
Release solely to those of its employees, attorneys and financial
advisors with a need to know and not disclose the existence or terms of
this Settlement and Release to others; and (b) advise employees,
attorneys and financial advisors who receive notice of the existence
and terms of this Settlement and Release of the obligation of
confidentiality
5. This Settlement and Release contains the entire agreement between the
PARTIES relating to the matters referenced herein. However, neither the
terms of this Settlement and Release nor any matters referenced in this
Settlement and Release shall be construed to affect or vary any
contract between RELEASOR and RELEASEE, including but not limited to
the SA, which shall remain in full force and effect.
6. This Settlement and Release may not be changed orally.
7. This agreement shall be construed in accordance with and governed by
the local laws of the State of Nebraska.
8. The undersigned hereby state that they are authorized to sign this
Settlement and Release on behalf of the designated PARTY.
IN WITNESS HEREOF, RELEASOR AND RELEASEE have executed this Settlement and
Release on the 3 day of November 1998.
New Lauderdale
By: /s/Xxxxxx Xxxxxxxx
-----------------------
Xxxxxx Xxxxxxxx
----------------------------
Typed or Printed Name
Executive Vice President
----------------------------
Title
West Interactive Corporation
By: /s/Xxxxxx X. Xxxxxx
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EVP 11/24/98
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Xxxxxx X. Xxxxxx
Executive Vice President
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