EXHIBIT 10.6
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this "Settlement
Agreement") is made and entered into as of the 11th day of May, 1999, by and
between ANGEION CORPORATION, a Minnesota corporation ("Angeion"), ELA MEDICAL,
INC., a Delaware corporation ("ELA US"), and ELA MEDICAL, a societe anonyme
organized under the laws of France ("ELA SA"). Angeion, ELA US and ELA SA are
collectively known hereinafter as the "Parties". Terms used but not defined
herein shall have the meaning assigned to such terms in the Operating Agreement
(as hereinafter defined).
RECITALS
WHEREAS, Angeion and ELA US are party to that certain Withdrawal
Agreement (the "Withdrawal Agreement") dated of even date herewith, pursuant to
which ELA US has assumed certain obligations of Angeion and Angeion has
withdrawn from ELA*Angeion LLC, a Delaware limited liability company (the
"Company");
WHEREAS, the Parties would like to resolve and settle certain
potential obligations and liabilities of Angeion, ELA US and ELA SA pursuant to
and arising under certain provisions of the Limited Liability Company Operating
Agreement of the Company dated December 9, 1997 (the "Operating Agreement")
between Angeion and ELA US, the ELA Supply Agreement and the Angeion Supply
Agreement, as amended by the Amendment and Termination of the Angeion Supply
Agreement dated May 11, 1999 (collectively, the "Supply Agreements"); and
WHEREAS, the Parties have agreed to resolve and settle the potential
obligations and liabilities of Angeion, ELA US and ELA SA described herein in
accordance with this Settlement Agreement.
NOW, THEREFORE, in consideration of the foregoing Recitals and the
terms and provisions set forth herein, the receipt and sufficiency of which
consideration is hereby acknowledged, each of the Parties agree as follows:
TERMS OF AGREEMENT
1. Settlement and Release of ELA US. ELA US and its predecessors, successors,
affiliates, assigns, parents, subsidiaries, and related corporations and
entities (collectively, the "ELA US Parties"), hereby forever and
completely remise, release and forever quitclaim and discharge Angeion and
its predecessors, successors, affiliates, assigns, parents, subsidiaries,
and related corporations and entities (collectively, the "Angeion
Parties") and the respective officers, directors,
employees, agents and attorneys of each of the Angeion Parties, of and
from all actions, causes of actions, suits, debts, dues, sums of money,
accounts, bonds, bills, covenants, contracts, controversies, agreements,
promises, damages, judgements, claims, and demands whatsoever, in law or
in equity, whether present or future, known or unknown, asserted or
unasserted, suspected or unsuspected, arising out of or relating to any
obligations or liabilities of the Angeion Parties related to or arising
under the Operating Agreement or the Angeion Supply Agreement, except for
(i) any such obligations or liabilities of any of the Angeion Parties
arising under or related to the Withdrawal Agreement, and (ii) those
provisions of the Operating Agreement and the Supply Agreements, which by
the terms of each such respective Agreement survive the expiration or
termination thereof.
2. Settlement and Release of ELA SA. ELA SA and its predecessors, successors,
affiliates, assigns, parents, subsidiaries, and related corporations and
entities (collectively, the "ELA SA Parties"), their respective officers,
directors, employees, agents and attorneys, hereby forever and completely
remise, release and forever quitclaim and discharge the Angeion Parties of
and from all actions, causes of actions, suits, debts, dues, sums of
money, accounts, bonds, bills, covenants, contracts, controversies,
agreements, promises, damages, judgements, claims, and demands whatsoever,
in law or in equity, whether present or future, known or unknown, asserted
or unasserted, suspected or unsuspected, arising out of or relating to any
obligations or liabilities of the Angeion Parties related to or arising
under ELA Supply Agreement, except for (i) any such obligations or
liabilities of any of the Angeion Parties arising under or related to the
Withdrawal Agreement, and (ii) those provisions of the Operating Agreement
and the Supply Agreements, which by the terms of each such respective
Agreement survive the expiration or termination thereof and (iii) claims
of Angeion with respect to software development costs for ELA SA's
installed base of programmers.
3. Settlement and Release of Angeion. The Angeion Parties hereby forever and
completely remise, release and forever quitclaim and discharge the ELA US
Parties and the ELA SA Parties (collectively, the "ELA Parties"), their
respective officers, directors, employees, agents and attorneys, of and
from all actions, causes of actions, suits, debts, dues, sums of money,
accounts, bonds, bills, covenants, contracts, controversies, agreements,
promises, damages, judgements, claims, and demands whatsoever, in law or
in equity, whether present or future, known or unknown, asserted or
unasserted, suspected or unsuspected, arising out of or relating to any
obligations or liabilities of the ELA Parties related to or arising under
the Operating Agreement or either of the Supply Agreements, except for (i)
any such obligations or liabilities of any of the ELA US Parties arising
under or related to the Withdrawal Agreement, and (ii) those provisions of
the Operating Agreement and the Supply
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Agreements, which by the terms of each such respective Agreement survive
the expiration or termination thereof.
4. No Admission of Liability. This Settlement Agreement is in no way an
admission of liability by any of the Parties.
5. No Third Party Beneficiaries. This Settlement Agreement shall inure to the
benefit of and be binding upon each of the Parties hereto and their
respective successors and assigns. Nothing expressed or mentioned in this
Settlement Agreement is intended to nor shall be construed, to give any
person other than the Parties hereto and their respective successors and
assigns any legal or equitable right, remedy or claim under or in respect
of this Settlement Agreement or any provision herein contained. This
Settlement Agreement and all conditions and provisions hereof are intended
to be and are for the sole and exclusive benefit of the Parties hereto and
their respective successors and assigns, and for the benefit no other
person.
6. Entire Agreement. This Settlement Agreement, together with the Withdrawal
Agreement and the related agreements contemplated thereby, constitutes the
entire agreement between the Parties with respect to these specific
matters and it shall not be amended or modified in any way except by a
subsequent agreement executed in writing by all of the Parties. This
Settlement Agreement supercedes any prior understandings, agreements or
representations between or among the Parties, whether written or oral,
with respect to the specific matters referred to herein.
7. Non-Disclosure. This Settlement Agreement shall not be cited or otherwise
referenced to in any other proceeding without the prior written consent of
each of the other Parties (which consent shall not be unreasonably
withheld), except as otherwise required by law, whether judicial or
administrative in nature, in which the Parties have or may acquire an
interest, except as necessary to implement the terms of this Settlement
Agreement.
8. Succession and Assignment. This Settlement Agreement shall be binding upon
and inure to the benefit of the Parties named herein and their respective
successors and permitted assigns. None of the Parties may assign either
this Settlement Agreement or any of its rights, interests, or obligations
hereunder without the prior written approval of each of the other Parties.
9. Governing Law. This Settlement Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York
without giving effect to any choice or conflict of law provision or rule
(whether of the State of New York or any other jurisdiction) that would
cause the application of laws of
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any jurisdiction other than those of the State of New York.
10. Headings. The section headings contained in this Settlement Agreement are
inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Settlement Agreement.
11. Counterparts. This Settlement Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
12. No Other Change to Operating Agreement or Supply Agreements. All other
provisions of the Operating Agreement and the Supply Agreements not
changed by this Settlement Agreement remain in place in accordance with
the terms of each such agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Settlement
Agreement to be duly executed as of the date and year first written above.
ANGEION CORPORATION ELA MEDICAL, INC.
By: /s/ Xxxxx X. Xxxxxx, Xx. By: /s/ Xxxxxx Xxxxxxx
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Its: President & CEO Its:
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ELA MEDICAL
By: /s/ Xxxxxx Xxxxxxx
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Its:
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