Settlement Agreement
This Settlement Agreement (the "Agreement") is made by Colmena Corp., a
publicly held Delaware corporation with a class of securities registered under
Section 12(g) of the Securities and Exchange Act of 1934, as amended
("Colmena"), and Arent Fox Xxxxxx Xxxxxxx & Xxxx, PLLC, a Washington, D.C.
partners limited liability company ("Arent Fox").
Preamble:
WHEREAS, the parties have engaged in a series of business agreements and
transactions involving Colmena and, for their mutual benefit, the parties desire
to settle all outstanding issues and commitments, including, without limitation,
satisfaction of an outstanding invoice with Arent Fox in the amount of
$27,323.00 for legal services rendered (the "Arent Fox Invoice"):
NOW, THEREFORE, in consideration of the premises, as well as the mutual
covenants hereinafter set forth, the parties, in settlement of all of their
outstanding claims against each other and their members, partners, officers,
directors, agents and affiliates, and as an accord and satisfaction of all of
their rights, obligations and liabilities, hereby agree as follows:
Witnesseth:
First: The Arent Fox Invoice.
Colmena hereby agrees to immediately pay Arent Fox $2,750.00 in full
settlement of the Arent Fox Invoice in exchange for a general release from Arent
Fox.
Second: Termination of Agreements & Mutual Releases.
A. In full payment and cancellation of all obligations owed by any party or
its affiliates to the other party or its affiliates and for the general
releases of any and all claims that each party may be able to assert
against each other, from the beginning of time until the date of this
Agreement, as well as in consideration for the extinguishment of all
agreements between them:
1. Colmena hereby agrees to pay Arent Fox as set forth above.
2. Each of the parties hereby terminates all agreements with the other
party and its affiliates and hereby relinquishes all rights, whether
accrued or inchoate, under any agreements between it or its affiliates
and the other party and its affiliates, other than those created by
this Agreement.
B. In consideration for the exchange of covenants reflected above but
excepting only the obligations created by this Agreement, each party hereby
releases, discharges and forgives the other, and each of the other's
subsidiaries, affiliates, members, officers, directors, partners, agents
and employees from any and all liabilities, whether current or inchoate,
from the beginning of time until the date of this Agreement, other than as
established specifically by this Agreement.
Third: Miscellaneous.
3.1 Amendment.
No modification, waiver, amendment, discharge or change of this Agreement
shall be valid unless the same is evinced by a written instrument, subscribed by
the party against which such modification, waiver, amendment, discharge or
change is sought.
3.2 Notice.
All notices, demands or other communications given hereunder shall be in
writing and shall be deemed to have been duly given on the first business day
after mailing by United States registered or unaudited mail, return receipt
requested, postage prepaid, addressed as follows:
To Colmena:
0000 X. Xxxxxxxx Xxxxx, Xxxxx 000-X, Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx, President; and to
---------
The Yankee Companies, LLC.
0000 X. Xxxxxxxx Xxxxx, Xxxxx 000; Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X.Xxxxxx, Member;
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To Arent Fox:
0000 Xxxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.
---------
or such other address or to such other person as either party shall designate to
the other for such purpose in the manner hereinafter set forth.
3.3 Merger.
This instrument, together with the instruments referred to herein, contains
all of the understandings and agreements of the parties with respect to the
subject matter discussed herein. All prior agreements whether written or oral
are merged herein and shall be of no force or effect.
3.4 Survival.
The several representations, warranties and covenants of the parties
contained herein shall survive the execution hereof and shall be effective
regardless of any investigation that may have been made or may be made by or on
behalf of any party.
3.5 Severability.
If any provision or any portion of any provision of this Agreement, other
than one of the conditions precedent or subsequent, or the application of such
provision or any portion thereof to any person or circumstance shall be held
invalid or unenforceable, the remaining portions of such provision and the
remaining provisions of this Agreement or the application of such provision or
portion of such provision as is held invalid or unenforceable to persons or
circumstances other than those to which it is held invalid or unenforceable,
shall not be affected thereby.
3.6 Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of Florida and any proceedings pertaining directly or indirectly to the rights
or obligations of the parties hereunder shall, to the extent legally permitted,
be held in Palm Beach County, Florida.
3.7 Litigation.
In any action between the parties to enforce any of the terms of this
Agreement or any other matter arising from this Agreement, the prevailing party
shall be entitled to recover its costs and expenses, including reasonable
attorney's fees up to and including all negotiations, trials and appeals,
whether or not litigation is initiated.
3.8 Benefit of Agreement.
The terms and provisions of this Agreement shall be binding upon and inure
to the benefit of the parties, their successors, assigns, personal
representatives, estate, heirs and legatees.
3.9 Captions.
The captions in this Agreement are for convenience and reference only and
in no way define, describe, extend or limit the scope of this Agreement or the
intent of any provisions hereof.
3.10 Number and Gender.
All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the party or
parties, or their personal representatives, successors and assigns, may require.
3.11 Further Assurances.
The parties agree to do, execute, acknowledge and deliver or cause to be
done, executed, acknowledged or delivered and to perform all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances, stock certificates and other documents, as may, from time to time,
be required herein to effect the intent and purpose of this Agreement.
3.12 Status.
Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, employer-employee relationship, lessor-lessee
relationship, or principal-agent relationship; rather, the relationship
established hereby are those of settling debtor and creditor.
3.13 Counterparts.
(a) This Agreement may be executed in any number of counterparts.
(b) All executed counterparts shall constitute one Agreement
notwithstanding that all signatories are not signatories to the
original or the same counterpart.
(c) Execution by exchange of facsimile transmission shall be deemed
legally sufficient to bind the signatory; however, the parties
shall, for aesthetic purposes, prepare a fully executed original
version of this Agreement, which shall be the document filed with
the Securities and Exchange Commission.
3.14 License.
(a) This Agreement is the property of the Yankee Companies, LLC, a
Florida limited liability company ("Yankees").
(b) The use hereof by the parties is authorized hereby solely for
purposes of this transaction and, the use of this form of
agreement or of any derivation thereof without Yankees' prior
written permission is prohibited.
(c) The parties hereby acknowledge that Yankees is not a law firm or
regulated entity and has not provided any party with any advice
concerning this Agreement; rather, it has informed each party, as
a condition to their use of this form, that they must obtain
independent legal advice.
* * *
In Witness Whereof, the parties have caused this Agreement to be executed
effective as of the last date set forth below.
Signed, sealed and delivered
In Our Presence:
Colmena Corp.
-------------------------------
-------------------------------- By: /s/ Xxxxxx X. Xxxxxxx /s/
Xxxxxx X. Xxxxxxx, President
(CORPORATE SEAL)
Attest:/s/ Xxxxxxx X. Xxxxxxx /s/
-------------------------------- Xxxxxxx X. Xxxxxxx, Secretary
Dated: February 27, 2002
Arent Fox Xxxxxx Xxxxxxx & Xxxx, PLLC
--------------------------------
By: /s/ Xxxxxxx Xxxx /s/
-------------------------------- Xxxxxxx Xxxx,
Member & Authorized Signatory
Dated: March 6, 2002
