MUTUAL LIMITED RELEASE AND COVENANT NOT TO XXX
THIS MUTUAL LIMITED RELEASE AND COVENANT NOT TO XXX (this
"Release") is made this 2nd day of May, 1995 (the "Effective Date"), by and
among INTERNATIONAL MUREX TECHNOLOGIES CORPORATION, a company organized under
the Laws of British Columbia, Canada ("IMTC"), and Xxxxxx X. XxXxxxxxx, Xx.
("XxXxxxxxx").
STATEMENT OF BACKGROUND:
WHEREAS, a Pooling Agreement was entered into December 16,
1985 by and among Scarab Resource Corporation (which is now IMTC), certain
shareholders of Scarab Resource Corporation (including XxXxxxxxx), and Montreal
Trust Company (the "Pooling Agreement");
WHEREAS, the shares set forth and identified on Schedule A
hereto (the "Shares") are being held in escrow pursuant to the Pooling
Agreement, and a question as to when the Shares should be released to XxXxxxxxx
has been raised;
WHEREAS, the parties hereto have agreed that, in consideration
of this Release, the statements contained herein, and other good and valuable
consideration, the Shares should be released to XxXxxxxxx and the Pooling
Agreement deemed to be of no further force and effect;
WHEREAS, this Release shall not be construed as an
admission of liability of any nature whatsoever by any person or entity;
NOW, THEREFORE, in consideration of the release of the
Shares, and for other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the parties hereto agree as
follows:
1. XxXxxxxxx'x Release and Covenant Not to
Xxx. XxXxxxxxx does hereby release, acquit, and forever discharge each of the
IMTC Released Parties (as defined in Section 6 below) from, and does hereby
covenant and agree never to institute or cause to be instituted any suit or
other form of action or proceeding of any kind or nature whatsoever against any
of the IMTC Released Parties based upon, any and all claims, demands,
indebtedness, agreements, causes of action, or liabilities of any nature
whatsoever, in law or in equity, whether or not known, suspected or claimed,
that XxXxxxxxx had or claimed to have, now has or claims to have, or may
hereafter have or claim to have, against any of the IMTC Released Parties by
reason of any event, matter, cause, act or omission occurring on or before the
Effective Date arising out of or related in any way to the Pooling Agreement or
the Shares or any event, matter, cause, act,
omission, agreement, document, or instrument related thereto or affected
thereby.
2. IMTC's Release and Covenant Not to Xxx.
IMTC does hereby release, acquit, and forever discharge each of the XxXxxxxxx
Released Parties (as defined in Section 6 below) from, and does hereby covenant
and agree never to institute or cause to be instituted any suit or other form
of action or proceeding of any kind or nature whatsoever against any of the
XxXxxxxxx Released Parties based upon, any and all claims, demands,
indebtedness, agreements, causes of action, or liabilities of any nature
whatsoever, in law or in equity, whether or not known, suspected or claimed,
that IMTC had or claimed to have, now has or claims to have, or may hereafter
have or claim to have, against any of the XxXxxxxxx Released Parties by reason
of any event, matter, cause, act or omission occurring on or before the
Effective Date arising out of or related in any way to the Pooling Agreement or
the Shares or any event, matter, cause, act, omission, agreement, document, or
instrument related thereto or affected thereby.
3. No Admission of Liability. Nothing in
this Release shall be construed as an admission of any liability.
4. Entire Agreement. This Release
constitutes the entire agreement among the parties hereto with respect to the
subject matter hereof, and supersedes any prior agreement or understanding
between the parties hereto with respect to the subject matter hereof.
5. Choice of Law. This Release shall be
governed in accordance with the laws of the State of Georgia.
6. Parties, Bound and Benefitted.
(a) This Release shall be binding upon and shall
inure to the benefit of IMTC and each of its subsidiaries,
affiliates, predecessor and successor entities, and each of
their respective predecessors, successors and assigns, and
each of their respective past and present, direct and
indirect, subsidiaries, parents and affiliated entities, and
each of their respective past and present employees, agents,
attorneys in fact, attorneys at law, officers, directors,
shareholders, partners and joint venturers, and all of said
individual's heirs, executors, administrators and assigns,
and every other individual or entity who has acted or is
acting or may act in the future on behalf or in connection
with any of the persons or entities referenced in this
Section 6(a) (collectively, the "IMTC Released Parties");
(b) This Release shall be binding upon and shall
inure to the benefit of XxXxxxxxx and each of his, her or its
subsidiaries, affiliates, predecessor and successor entities,
heirs, executors, administrators and assigns, and each of
their respective predecessors, successors and assigns, and
each of their respective past and present, direct and
indirect, subsidiaries, parents and affiliated entities, and
each of their respective past and present employees, agents,
attorneys in fact, attorneys at law, officers, directors,
shareholders, partners and joint venturers, and all of said
individual's heirs, executors, administrators and assigns, and
every other individual or entity who has acted or is acting or
may act in the future on behalf or in connection with any of
the persons or entities referenced in this Section 6(b)
(collectively, the "XxXxxxxxx Released Parties").
7. Severability. The provisions contained
herein are severable and should be so interpreted and construed. If any court
or other tribunal of competent jurisdiction determines that any provision,
taken in its entirety as a whole, is invalid or unenforceable under applicable
law because of being unreasonable or against public policy or for any other
reason, it is the intention of the parties to abide by those provisions or
portions thereof as such competent authority determines would have been
enforceable and compatible with public policy. Notwithstanding the foregoing,
if any clause or provision herein contained is invalid or unenforceable under
applicable law, then the remainder of this Agreement is to remain operative and
in full force and effect.
8. Release of the Shares; Effective Date.
Upon the execution of this Release by each party hereto, and upon the full
execution of similar releases by each other party to the Pooling Agreement,
IMTC shall (i) execute this Release, (ii) promptly cause the Shares to be
released to XxXxxxxxx (and cause all other shares subject to the Pooling
Agreement to be released to the respective owners thereof), and (iii) fill in
the "Effective Date" of this Release with the date of the release of the
Shares. Accordingly, this Release shall not become effective, and neither
XxXxxxxxx nor IMTC shall be bound by its terms until such time, if ever, as
(aa) this Release has been executed by each party hereto and similar releases
have been executed by each other party to the Pooling Agreement and by IMTC,
and (bb) IMTC has released the Shares to XxXxxxxxx.
IN WITNESS WHEREOF, the parties have signed, sealed, and
delivered this Release as of the date first written above.
"IMTC"
INTERNATIONAL MUREX TECHNOLOGIES CORPORATION
By: /s/ C. Xxxxxx Xxxxxx
Name: C. Xxxxxx Xxxxxx
Title: Vice Chairman and Chief
Financial Officer
"XXXXXXXXX"
/s/ Xxxxxx X. Xxxxxxxxx, Xx.
Xxxxxx X. XxXxxxxxx, Xx.
SCHEDULE A
The Shares
SHARES CERTIFICATE REGISTRATION
153,742 CO3976 Xxxxxx X. XxXxxxxxx, Xx.
