SETTLEMENT, MUTUAL RELEASE OF ALL CLAIMS AND
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CONFIDENTIALITY AGREEMENT
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THIS SETTLEMENT, MUTUAL RELEASE OF ALL CLAIMS and
CONFIDENTIALITY AGREEMENT (referred to herein as the "Agreement")
made this 15th day of October, 1996, by and between the
undersigned, X.X. XXXXX and AMERCO, A Nevada Corporation.
W I T N E S S E T H:
Without admitting any liability with regard to any of the
claims, defenses, or counterclaims asserted by any party to this
agreement, X.X. XXXXX and AMERCO desire to avoid the further
expense and inconvenience of litigation, and to compromise and
settle permanently all claims that have been or might be asserted
against one another arising out of or in any way related to the
subject matter of the claims and counterclaims asserted in the
matters described below as the "Litigation."
I. MUTUAL RELEASE.
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A. FOR VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, X.X. XXXXX and AMERCO, and each of them, mutually,
for themselves and their respective heirs, executors,
administrators, successors, and assigns, hereby remise, release
and forever discharge each of the other, respectively, and their
heirs, executors, administrators, successors and assigns, and
their respective employees and agents of and from (a) any and
all indebtedness, damages, liabilities, claims, demands, rights,
contracts, controversies, agreements, promises, actions and
causes of action in law or in equity which they have had, may
have or may hereafter have, whether known or unknown, on account
of any and all matters of any nature whatsoever, concerning the
Complaint and Counterclaim filed in Case Xx. X000000, Xxxxxxxx
Xxxxx xx Xxxxx Xxxxxx, Xxxxxx entitled "X.X. XXXXX, Plaintiff/
Counterdefendant, vs. AMERCO, A Nevada Corporation, Defendant/
Counterclaimant" and (b) any and all indebtedness, damages,
liabilities, claims, demands, rights, contracts, controversies,
agreements, promises, actions, and causes of action arising out
of or in connection with Case No. A277938 in the District Court
of Xxxxx County, Nevada entitled "X.X. XXXXX, Plaintiff/
Counterdefendant, vs. AMERCO, A Nevada Corporation, Defendant/
Counterclaimant" (referred to herein as the "Litigation"); and
B. IT IS HEREBY UNDERSTOOD AND AGREED by and between the
parties that in exchange for AMERCO paying the total sum of
$15,000,000.00 (FIFTEEN MILLION DOLLARS) to X.X. XXXXX on or
before October 15, 1996, the parties agree that the above-
referenced litigation shall be dismissed with prejudice; and the
parties shall each bear their own respective costs and attorney's
fees; and
C. IT IS HEREBY FURTHER UNDERSTOOD AND AGREED that the
parties shall execute this mutual release of all claims and
confidentiality agreement; and
D. IT IS FURTHER UNDERSTOOD AND AGREED that the amount of
$15,000,000.00 (FIFTEEN MILLION DOLLARS) shall be paid by AMERCO,
to X.X. XXXXX on or before October 15, 1996, in a check made
payable to X.X. Xxxxx and his attorney, Xxxxxx Xxxxx, Esq.
II. NON-DISCLOSURE
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IT IS FURTHER UNDERSTOOD AND AGREED that the terms and
conditions of this Agreement, and all matters related to the
subject matter of the claims and counterclaims asserted in the
Litigation, shall remain confidential and that such
confidentiality is a material element of this Agreement. The
parties hereto warrant and agree that they, their agents or
attorneys will not intentionally, willfully or recklessly divulge
to any person or entity for any use whatsoever, the facts and
circumstances leading to this Agreement, the specific terms and
conditions of this Agreement, or any of the facts, documents or
other evidence discovered in the Litigation, unless done pursuant
to legal process or pursuant to such disclosure as required and
imposed upon the party by law. Additionally, the parties
expressly agree that they will not intentionally, willfully or
recklessly discuss with any person or entity, for any reason
whatsoever, any of the matters leading up to or occurring during
the Litigation, unless done pursuant to legal process or pursuant
to such disclosure as required and imposed upon the party by
law. The parties specifically acknowledge that the
gratuitous mention of the Litigation by either party in any
legal proceeding would be detrimental and result in damage to the
non-breaching party.
III. REMEDIES.
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The remedies at law for the parties for any breach of this
Agreement may not be adequate because of the possible harm
arising out of a breach, and, so therefore, the parties agree
that a breach of this Agreement by either of them as a breaching
party will cause the other non-breaching party injury and damage. For
that and other reasons, in the event an unauthorized disclosure
is made by a party in contravention of this Agreement, the
parties hereby expressly agree that the breaching party shall be
liable to the non-breaching party for damages in an amount to be
determined by a court of competent jurisdiction.
IV. GENERAL PROVISIONS.
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A. Counterparts. This Agreement may be executed in
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counterparts, each of which shall be deemed an original, but all
of which taken together shall constitute but one and the same
instrument.
B. Notices. Except as otherwise required by law, all
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notices, consents, approvals, and other communications required
or permitted hereunder must be in writing. They will be deemed
to have been duly given (a) on the date of service if served
personally on the party to whom notice is to be given, (b) sent
by commercial overnight courier with written verification of
receipt, or (c) on the third day after mailing if mailed to the
party to whom notice is to be given by the United States first
class mail, registered or certified, return receipt requested,
postage prepaid, and properly addressed as follows:
TO: X.X. XXXXX
XXXXXX XXXXX, ESQ.
LAW FIRM OF XXXXXX XXXXX, ESQ.
000 X. Xxxxxx Xxxxxx, #000
Xxx Xxxxx, Xxxxxx 00000
TO: AMERCO
Xxxxx X. Xxxxxxxxx, Esq.
JIMMERSON, DAVIS, XXXXXXX & XXXXXX, P.C.
000 X. Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
and TO: AMERCO
Attn: General Counsel
0000 X. Xxxxxxx Xxxxxx, #0000
Xxxxxxx, Xxxxxxx 00000
C. Entire Agreement and Attorneys' Fees. This
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Agreement constitutes the entire agreement between the parties
pertaining to the subject matter contained in it and supersedes
all prior and contemporaneous agreements, representations, and
understandings of the parties. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in
writing by the parties. No waiver of the provisions of this
Agreement shall be deemed, or shall constitute a waiver of any
other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver. In
the event of a dispute arising from this Agreement, the
prevailing party shall be entitled to an award of attorneys' fees
and costs.
D. Modifications and Amendments. This Agreement may not be
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modified, changed or supplemented, nor may any obligations
hereunder be waived, except by written instrument signed by each
party or by his/its agent duly authorized in writing or as
otherwise expressly permitted herein.
E. Waiver and Extensions. No waiver of any breach of any
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agreement or provision herein contained shall be deemed a waiver
of any preceding or succeeding breach thereto or of any other
agreement or provision herein contained. No extension of time
for performance of any obligation or act shall be deemed an
extension of the time for performance of any other obligations or
act. No failure or delay of any party in the exercise of any
right given to such party hereunder shall constitute a waiver
thereof unless the time specified herein for exercise of such
right has expired, nor shall any single or partial exercise of
any right preclude other or further exercise thereof or of any
other right.
F. Titles and Headings. The paragraph headings
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appearing in this Agreement have been inserted for the purpose of
convenience and ready reference. They do not purport to, and
shall not be deemed to, define, limit, or extend the scope or
intent of the paragraphs to which they relate.
G. Independent Advice. Each party acknowledges that in
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entering into and executing this Agreement the party had the
opportunity to consult with independent counsel and obtain legal
advice from an attorney-at-law of the party's own choice, and
he/it is not relying upon any representations of any other party
hereto unless expressly set forth herein in writing.
H. Construction. Each party to this Agreement has
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reviewed this Agreement, and the normal rule of construction to
the effect that any ambiguities are to be resolved against the
drafting party will not be employed in any interpretation of this
Agreement.
I. Binding Effect. This Agreement shall be construed and
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enforced under Nevada law. The parties represent that the
undersigned have the right, power, legal capacity and authority
to enter into and perform their obligations under the Agreement
and no approvals or consents of any other persons or entities,
other than the individuals signing, are necessary in connection
with the execution of this Agreement, and when so signed, this
Agreement will be a binding obligation on the parties hereto. The
parties agree that this Agreement shall inure to the benefit of,
and be binding upon, the parties, their heirs, executors,
administrators, estates, servants, agents, employees,
affiliates, personal representatives, successors, and assigns of
the undersigned.
J. Warranty. It is further understood and agreed that the
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parties warrant, represent, covenant and agree that the parties
have not sold, assigned, granted or transferred to any other
person, firm, corporation, or entity, any claim, counterclaim,
demand, or cause of action occurring, arising or existing prior
to the date of this Agreement. The parties further represent
that no other persons, firms, corporations, or entities have any
right or ownership in or to any claim, counterclaim, demand or
cause of action occurring, arising or existing prior to the date
of this Agreement.
K. Miscellaneous. Whenever used herein, unless the
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context otherwise requires:
1. The singular shall include the plural and the
plural the singular.
2. Words used in any gender, including words of
relationship, shall read as including the corresponding words of
the opposite or neuter gender.
IN WITNESS WHEREOF, the parties hereto have duly
executed this
Settlement, Mutual Release of All Claims and Confidentiality
Agreement on this 22nd day of October, 1996.
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X.X. XXXXX Xxxx X. Xxxxxxx , on behalf of
AMERCO, A Nevada Corporation
/s/ X. X. Xxxxx /s/ Xxxx X. Xxxxxxx
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Signature Signature
10/17/96 10/22/96
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Date Date
STATE OF NEVADA )
) ss.
COUNTY OF XXXXX )
On this 17th day of October, 1996, personally appeared
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before me, a Notary Public in and for the County of Xxxxx, State
of Nevada, X. X. Xxxxx, known to me to be the person described in
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and who executed the SETTLEMENT, MUTUAL RELEASE OF ALL CLAIMS AND
CONFIDENTIALITY AGREEMENT, who acknowledged to me that he/she
executed the same freely and voluntarily and for the uses and
purposes therein mentioned.
WITNESS my hand and official seal.
/s/ Xxxxxxxx Xxxx Rino
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NOTARY PUBLIC
XXXXXXXX XXXX RINO
Notary Public-State of Nevada
Xxxxx County
My Appt. Expires Jan. 4, 1999
STATE OF NEVADA )
) ss
COUNTY OF XXXXX )
On this 22nd day of October, 1996, personally appeared
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before me, a Notary Public in and for the County of Maricopa,
State of Arizona Xxxx X. Xxxxxxx, known to me to be the person
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described in and who executed the SETTLEMENT, MUTUAL RELEASE OF
ALL CLAIMS AND CONFIDENTIALITY AGREEMENT, who acknowledged to me
that he/she executed the same freely and voluntarily and for the
uses and purposes therein mentioned.
WITNESS my hand and official seal.
/s/ Xxxxx X. Xxxxxx
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NOTARY PUBLIC
My Commission Expires: 8/19/99
LAW OFFICES OF XXXXXX XXXXX, ESQ.
By: /s/ Xxxxxx Xxxxx
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XXXXXX XXXXX, ESQ.
Nevada State Bar #002003
000 X. Xxxxxx Xxxxxx, #000
Xxx Xxxxx, Xxxxxx 00000
Attorneys for X.X. XXXXX
JIMMERSON, DAVIS, XXXXXXX & XXXXXX, P.C.
By: /s/Xxxxx X. Xxxxxxxxx
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XXXXX X. XXXXXXXXX, ESQ.
000 X. Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Attorneys for AMERCO,
A Nevada Corporation
