EXHIBIT 10.26
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE ("Agreement") is made and
entered into this 23rd day of March 2000 (the "Effective Date"), by and between
COMCAST CABLE COMMUNICATIONS, INC., a Pennsylvania corporation ("Comcast"), and
5TH AVENUE CHANNEL CORP., a Florida corporation ("5th Avenue").
WITNESSETH:
WHEREAS, Comcast (by and through its affiliate, CN8, The Comcast
Network ("CN8") and 0xx Xxxxxx are involved in a dispute regarding (i) their
respective rights and obligations under a Broadcast Agreement between CN8 and
0xx Xxxxxx dated September 22, 1999 (the "Broadcast Agreement") and (ii) the
carriage on CN8 of certain live, satellite delivered, financial news and
information programming produced by 0xx Xxxxxx (the "Dispute"); and
WHEREAS, Comcast and 0xx Xxxxxx desire to resolve the Dispute in
accordance with the provisions of this Settlement Agreement and Mutual Release.
NOW, THEREFORE, Comcast and 5th Avenue, for themselves and on behalf of
their respective parents, subsidiaries and affiliates, and their predecessors,
successors and assigns, in consideration of the mutual covenants set forth
herein, and intending to be legally bound hereby, agree as follows:
1. In consideration of the mutual releases contained herein by 0xx
Xxxxxx and Comcast, respectively, and the other terms and conditions of this
Agreement, and in full satisfaction of any and all claims which 0xx Xxxxxx or
Comcast may have against each other relating to the Dispute, Comcast and 0xx
Xxxxxx have entered into a Carriage Agreement of even date herewith (the
"Carriage Agreement").
2. Comcast and 5th Avenue further acknowledge and agree that the
Broadcast Agreement is hereby terminated and of no further force or effect of
the date hereof.
3. Subject to the provisions hereof, 0xx Xxxxxx and its parents,
subsidiaries and affiliates, and their respective officers, directors, partners,
principals, employees, agents, representatives, successors and assigns
(collectively, the "5th Avenue Releasors"), do hereby remise release and forever
discharge Comcast, its parents, subsidiaries and affiliates, and their
respective officers, directors, partners, principals, employees, agents,
representatives, successors and assigns (collectively, the "Comcast Releasees")
of and from any and all debts, demands, actions, causes of action, manner of
actions, suits, accounts, dues, covenants, agreements, judgments, controversies,
damages and any and all claims, demands and liabilities of any nature
whatsoever, both at law and in equity, whether known or unknown, which the 0xx
Xxxxxx Releasors, or any of them, has as of the date hereof, may ever had had or
hereafter may have against the Comcast Releasees, or any of them, related to or
arising out of the Dispute and/or the Broadcast Agreement.
4. Subject to the provisions hereof, Comcast and its parents,
subsidiaries and affiliates, and their respective officers, directors, partners,
principals, employees, agents, representatives, successors and assigns
(collectively, the "Comcast Releasors"), do hereby
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remise, release and forever discharge 5th Avenue, its parents, subsidiaries and
affiliates, and their respective officers, directors, partners, principals,
employees, agents, representatives, successors and assigns (collectively, the
"5th Avenue Releasees") of and from any and all debts, demands, actions, causes
of action, manner of actions, suits, accounts, dues, covenants, agreements,
judgments, controversies, damage and any and all claims, demands and liabilities
of any nature whatsoever, both at law and in equity, whether known or unknown,
which the Comcast Releasors, or any of them, has as of the date hereof, may have
ever had or hereafter may have against the 5th Avenue Releasees, or any of them,
related to or arising out of the Dispute and/or the Broadcast Agreement.
5. The execution of this Agreement is not, and shall not be deemed to
be, an admission or acknowledgment of any liability on the part of either party
with respect to the subject matter hereof.
6. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Pennsylvania and shall be binding upon and shall
inure to the benefits of the parties hereto and their respective predecessors,
successors and assigns.
7. This Agreement may not be changed or amended in any manner
whatsoever except in writing signed by each of the parties hereto.
8. This Agreement, together with the Carriage Agreement, constitutes
the entire agreement between the parties to the subject matter hereof and there
are no other terms, obligations, covenants, representations, statements or
conditions, oral or otherwise, of any kind whatsoever.
9. This Agreement shall not be subject to any claim of mistake of fact,
fraud, duress or deception, and the parties hereto expressly waive any and all
such claims.
10. Each of the parties hereto warrants and represents that such party:
(a) has carefully read the terms of this Agreement and understands the contents
of this Agreement; (b) is represented by counsel and has discussed the terms and
provisions of this Agreement with its counsel; (c) fully understands the meaning
and the effect of this Agreement; (d) has entered into and executed this
Agreement upon its own free and voluntary act and deed, without compulsion of
any kind; (e) is not relying upon any statement or representation of any person,
and that no inducement except as herein expressed has been made to it; and (f)
has the full power and authority to enter into this Agreement, to make the
representations contained in this Agreement and to release the claims released
hereby.
11. The parties agree to execute or cause to be executed and to deliver
or cause to be delivered any and all documents reasonably necessary to carry out
the terms and conditions of this Agreement.
12. If any person asserts any claim, demand or cause of action that is
released hereby, after this Agreement is effective, then the party to the
Agreement who released such claim, demand or cause of action shall defend,
indemnify and hold harmless from any damages (including, without limitation,
attorneys' fees) the party against whom such claim, demand or cause of action is
asserted.
13. This Agreement shall become effective upon the execution of this
Agreement and the Carriage Agreement by the parties hereto.
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14. The terms and existence of this Agreement shall be kept strictly
confidential by and between the parties hereto.
15. This Agreement may be executed in counterparts, in which case all
such counterparts shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date above written.
ATTEST: COMCAST CABLE
COMMUNICATIONS, INC.
By:
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Name:
Title:
ATTEST: 5TH AVENUE CHANNEL CORP.
By:
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Name:
Title:
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