Exhibit 10 h
RELEASES AND UNDERTAKINGS
Made and entered into as of the 29th day of December 2000.
Among: 3720161 CANADA CORPORATION (the "Corporation");
XXXXX XXXXXX ("Xxxxxx")
XXXXXX X. XXXX ("Bell")
And: XXXXXX XXXXXXXX ("Xxxxxxxx")
For good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as
follows:
1. RELEASE BY XXXXXX AND XXXX
Xxxxxx and Bell hereby remises, releases, and forever discharges
the Corporation and Xxxxxxxx (collectively hereinafter referred
to as the "Releasees A") and each of them of and from all manners
of actions, causes of action, deeds, suits, proceedings, debts,
dues, duties, accounts, bonds, covenants, contracts, claims,
demands, damages (known or unknown), sums of money,
controversies, promises, actions, variances, trespasses,
grievances, executions, and liabilities whatsoever both in law
and in equity which against the Releasees A (or any of them)
Xxxxxx and/or Bell ever had, now have (has), or hereafter can,
shall or may have for or by reason of or in respect of any cause,
act, matter or thing whatsoever existing up to and including the
date hereof, including, without limiting the generality of the
foregoing, by reason of Xxxxxx and Xxxx being a shareholder,
director, officer, or employee of the Corporation.
2. RELEASE BY THE CORPORATION AND XXXXXXXX
The Corporation and Xxxxxxxx hereby remises, releases, and
forever discharges Xxxxxx and Bell (collectively hereinafter
referred to as the "Releasees B") and each of them of and from
all manners of actions, causes of action, deeds, suits,
proceedings, debts, dues, duties, accounts, bonds, covenants,
contracts, claims, demands, damages (known or unknown), sums of
money, controversies, promises, actions, variances, trespasses,
grievances, executions, and liabilities whatsoever both in law
and in equity which against the Releasees B (or any of them) the
Corporation and/or Xxxxxxxx ever had, now have (has), or
hereafter can, shall or may have for or by reason of or in
respect of any cause, act, matter or thing whatsoever existing up
to and including the date hereof, including, without limiting the
generality of the foregoing, by reason of Xxxxxxxx being a
shareholder, director, officer, or employee of the Corporation,
the whole subject to section 3 hereinafter. However, it is
understood that nothing in this paragraph discharges or releases
Xxxxxx and Xxxx of their fiduciary duties as past directors of
the Corporation.
3. REPRESENTATIONS AND WARRANTIES OF XXXXXX AND XXXX
Xxxxxx and Bell represent and warrant to the Corporation that:
(1) they did not undertake any obligations and they did not enter
into any contract on behalf of the Corporation which has not been
disclosed in the Corporation books or the appropriate records of
the Corporation;
(2) they are not aware of any liabilities or contingencies of the
Corporation that have not been disclosed or registered in the
Corporation's books or the appropriate records of the
Corporation.
4. MISCELLANEOUS
4.1 This agreement shall be interpreted in accordance with the
laws of the Province of Quebec and the laws of Canada applicable
therein.
4.2 This agreement shall ensure to the benefit of and be binding
upon the parties hereto and their respective successors and
assigns.
4.3 The parties hereto acknowledge that the confidentiality of
the terms and conditions of this agreement are valuable to the
business of each and agree that the same will be kept
confidential and no information concerning such terms and
conditions will be disclosed by either to any third party expect
as consented to in writing by the other or as required by law.
4.4 The parties hereto have expressly agreed that this agreement
and all deeds, documents or notices relating thereto be executed
in English. Les parties aux presentes ont expressement convenu
que cet acte et tout autre acte, document ou avis y afferent
soient rediges en anglais.
IN WITNESS WHEREOF the parties have executed this agreement as of
December 29, 2000.
3720161 CANADA CORPORATION
By:
Xxxxxx Xxxxxxxx XXXXX XXXXXX
XXXXXX XXXXXXXX XXXXXX X. XXXX
- 3 -
142:
