FULL AND FINAL RELEASE OF ALL CLAIMS
------------------------------------
(AMERCO and the Debtors to Xxxx Xxxx, Xxxxxxx, and Xxxxx)
---------------------------------------------------------
This Release is made pursuant to that certain
Settlement Agreement dated September 19, 1995 (the "Agreement"),
executed by and among: (i) XXXX XXXX XXXXX XXXXX, a married
woman in her sole and separate right ("Xxxx Xxxx"); (ii) MARAN,
INC. ("Maran"); (iii) XXXXXX X. XXXXX ("X. Xxxxx"); (iv) XXXXX X.
XXXXX ("X. Xxxxx"); (v) XXXXXX X. XXXXXXX ("Xxxxxxx"); (vi) XXXX
X. XXXXX ("Xxxxx"); (vii) XXXXXXX X. XXXXX ("Xxxxx"); and (viii)
AMERCO, a Nevada corporation ("AMERCO"). This Release also is
executed pursuant to, and in consideration for, the Release dated
September 19, 1995 which has been executed by Xxxx Xxxx, her
spouse XXXXXXX XXXXX ("Xxxxxxx"), and Xxxxx in favor of AMERCO
and the Debtors. Terms used herein with their initial letters
capitalized that are defined in the Agreement will have the
meaning given them in the Agreement unless otherwise defined
herein.
In consideration of the mutual promises set forth in
the Agreement and for other good and valuable consideration
(including the mutual Release described above), the receipt and
adequacy of which are hereby acknowledged, AMERCO, X. Xxxxx, X.
Xxxxx, Xxxxxxx, Xxxxx, and Xxxxx, and each of them, voluntarily,
knowingly, and unconditionally, with specific and express intent,
and on behalf of themselves and any officers, directors,
employees, agents, representatives, accountants, attorneys,
affiliates, partners, heirs, predecessors, successors and assigns
of any of them (collectively, the "Releasing Parties"), hereby
fully release, acquit, and forever discharge Xxxx Xxxx, Xxxxxxx,
and Xxxxx, and each of them and any officers, directors,
employees, agents, representatives, accountants, attorneys,
affiliates, partners, heirs, predecessors, successors, assigns,
and insurers of either of them, and any other party who may be
responsible or liable for the acts or omissions of Xxxx Xxxx,
Xxxxxxx, or Xxxxx (collectively, the "Released Parties"), of and
from any and all actions, causes of action, suits, defenses,
debts, disputes, damages, claims, obligations, liabilities,
costs, expenses and demands of any kind or character whatsoever,
at law or in equity, in contract or in tort, whether matured or
unmatured, liquidated or unliquidated, vested or contingent,
xxxxxx or inchoate, known or unknown, suspected or unsuspected
(collectively, "Claims") that the Releasing Parties (or any of
them) had, now have, or hereafter can, will, or may have against
the Released Parties or any of them for, upon, or by reason of
any matter, cause, or thing whatsoever directly or indirectly
arising in connection with or related to: (i) the Agreement,
including, but not limited to, the manner in which the Released
Parties handle and report for income tax purposes the Settlement
Amount and the Stock Purchase Amount; (ii) the Stock Purchase
Agreement executed contemporaneously with but separately from the
Agreement; (iii) the Share Case Judgment; (iv) the Punitive
Damage Judgment; (v) the Reorganization Cases; or (vi) any other
relationship between the Releasing Parties and the Released
Parties.
Notwithstanding any other provision hereof, this
Release will not release the Released Parties from any liability
in conjunction with or resulting from any breach or violation of
the Agreement or the Stock Purchase Agreement.
Each Released Party who is not a party to the Agreement
is nevertheless an express and intended third-party beneficiary
of both the Agreement and this Release.
XXXXXX, X. Xxxxx, X. Xxxxx, Xxxxxxx, Xxxxx, and Xxxxx,
and each of them, hereby agree that they will not assert, and
that they are estopped from asserting, against the Released
Parties, or any of them, any Claim that they have released in
this Release. In addition, AMERCO, X. Xxxxx, X. Xxxxx, Xxxxxxx,
Dodds, and Xxxxx, and each of them, hereby agree that they will
not commence, join in, prosecute or participate in any suit or
other proceeding in a position that is adverse to any of the
Released Parties arising directly or indirectly from any Claim
that they have released in this Release, with the exception of
obtaining a Specific Performance Order as provided for in the
Agreement.
No waiver or amendment of this Release, or the
promises, obligations or conditions herein, will be valid unless
set forth in writing and signed by the party against whom such
waiver or amendment is to be enforced, and no evidence of any
waiver or amendment of this Release will be offered or received
in evidence in any proceeding, arbitration, or litigation between
the Releasing Parties (or any of them) and the Released Parties
(or any of them) arising out of or affecting this Release unless
such waiver or amendment is in writing and signed as stated
above.
XXXXXX, X. Xxxxx, X. Xxxxx, Xxxxxxx, Xxxxx, and Xxxxx,
and each of them, hereby represent and warrant that they have not
assigned, pledged, or transferred in any manner to any person or
entity any Claim that is the subject of this Release. XXXXXX, X.
Xxxxx, X. Xxxxx, Xxxxxxx, Xxxxx, and Xxxxx, and each of them,
will indemnify the Released Parties, and each of them, from and
against all Claims that are the subject of this Release that are
asserted by any person or entity by or through any Releasing
Party or as a result of any assignment, pledge, or transfer that
caused the foregoing representation to be false.
XXXXXX, X. Xxxxx, X. Xxxxx, Xxxxxxx, Xxxxx, and Xxxxx
hereby agree, represent and warrant that each has had advice of
counsel of their own choosing in negotiations for and the
preparation of this Release, that each has read this Release or
has had the same read to them by their respective counsel, that
each has had this Release and the Agreement fully explained by
such counsel, that each is fully aware of their contents and
legal effect, and that each of the Releasing Parties, therefore,
gives this Release voluntarily and with full awareness of the
full effect of the Release.
This Release will be binding upon the heirs, successors
and assigns of the Releasing Parties, and will inure to the
benefit of the heirs, successors and assigns of Xxxx Xxxx,
Xxxxxxx, and Xxxxx.
This Release will automatically become effective,
without further act of the Releasing Parties or the Released
Parties, upon the earlier to occur of the Closing Date or the
entry of a Specific Performance Order.
This Release will be governed by and construed in
accordance with the laws of the State of Arizona. By executing
this Release, the undersigned consent to the transaction
evidenced hereby.
The provisions of this Release will be specifically
enforceable.
DATED this 19th day of September, 1995.
AMERCO,
a Nevada corporation
By /S/ Xxxx Xxxxxxxxxxx
----------------------
Its Secretary & General Counsel
----------------------------
XXXXXX X. XXXXX
/S/ Xxxxxx X. Xxxxx
-------------------
XXXXX X. XXXXX
/S/ Xxxxx X. Xxxxx
-------------------
XXXXXX X. XXXXXXX
/S/ Xxxxxx X. Xxxxxxx
----------------------
XXXX X. XXXXX
/S/ Xxxx X. Xxxxx
-----------------
XXXXXXX X. XXXXX
/S/ Xxxxxxx X. Xxxxx
____________________
