to act set forth in, arising out of, or pertaining in any way to the Stock
Purchase Agreement or Employment Agreements, including all Earnout, Share
Release and Holdback payments specified in Schedule 1.1 of the Stock Purchase
Agreement, or financial disclosures related to these matters, or any actions,
inactions, statements, omissions or conduct in connection with an internal
investigation and subsequent financial statement Restatement and ensuing
governmental investigations relating to the Earnout, Share Release and Holdback
payments specified in Schedule 1.1 of the Stock Purchase Agreement, but
specifically excluding any obligations under the Noncompetition Agreements, the
Leases (amended as contemplated by this Agreement), the Future Tax Payments, or
this Agreement.
(l)
The term "Sourcecorp Account" shall mean
the account identified by the following wiring instructions:
Bank Name:
Bank of America
Account Name:
SOURCECORP, Incorporated
Account Number:
004770650126
ABA#:
111000025
(m)
The term "Stock Purchase Agreement" shall
refer to that Stock Purchase Agreement dated effective March 1, 2001, by and
between the Sourcecorp Parties and the Deatons, pursuant to which IEAC acquired
the stock of each of the IE Entities.
7
13.
RELEASES.
IN CONSIDERATION OF THE FOREGOING
PAYMENT AND OTHER CONSIDERATIONS SET FORTH IN THIS AGREEMENT, IN ACCORDANCE WITH
THE TERMS HEREOF, THE RELEASED PARTIES AND THE RELEASING PARTIES HEREBY AGREE TO
RELEASE EACH OTHER, INDIVIDUALLY AND COLLECTIVELY, OF ALL THE RELEASED CLAIMS,
AND FURTHER AGREE THAT HIS, HER, OR ITS RELEASE SHALL OPERATE FOREVER AND
FINALLY TO EXTINGUISH THE RELEASED CLAIMS; PROVIDED THAT THESE RELEASES SHALL BE
EFFECTIVE, WITHOUT ANY FURTHER ACTION BY THE SOURCECORP PARTIES, IMMEDIATELY
UPON, BUT NOT PRIOR TO, SOURCECORP'S RECEIPT OF THE FULL PAYMENT, INCLUDING THE
PAYMENT CONTEMPLATED BY SECTION 1(C).
IN ADDITION, EACH OF THE RELEASED PARTIES
AGREES TO RELEASE THE RELEASING PARTIES' RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, ATTORNEYS, ACCOUNTANTS, ADVISORS, REPRESENTATIVES, PARENT COMPANIES,
SUBSIDIARIES, AFFILIATES, PREDECESSORS AND SUCCESSORS, OF ALL OF THE RELEASED
CLAIMS.
14.
RESOLUTION OF ALL CLAIMS.
THIS AGREEMENT IS
INTENDED TO RESOLVE TO THE FULLEST EXTENT POSSIBLE ALL RELEASED CLAIMS TO THE
EXTENT AND AT SUCH TIMES AS CONTEMPLATED BY THIS AGREEMENT.
TO THAT END, EACH
OF THE RELEASING PARTIES AND RELEASED PARTIES REPRESENTS AND WARRANTS THAT ALL
OF HIS, HER, OR ITS RELEASED CLAIMS BELONG TO HIM, HER, OR IT, AND TO NO OTHER
PERSON, THAT NO RIGHT, TITLE, OR INTEREST TO OR IN ANY OF SAID CLAIMS OR CAUSES
OF ACTION HAS BEEN ASSIGNED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED TO ANY
THIRD PARTY (OTHER THAN ANY RELEASING PARTY), WHETHER BY WRITTEN OR ORAL
AGREEMENT OR BY OPERATION OF LAW OR OTHERWISE, AND THAT THERE ARE NO LIENS
RELATING TO ANY RELEASED CLAIM, INCLUDING ANY LIEN FOR ATTORNEYS' FEES, THAT
WILL NOT BE FULLY SATISFIED AND DISCHARGED AS A RESULT OF THIS AGREEMENT.
THE
SOURCECORP PARTIES AND THE DEATONS MUTUALLY CONFIRM AND AGREE THAT THEY HAVE NO
REMAINING CLAIMS FOR COMMISSIONS OR PAYMENTS OF ANY KIND UNDER THE EMPLOYMENT
AGREEMENTS, THAT THE TERMS OF BILL DEATON'S AND CHRISTOPHER DEATON'S EMPLOYMENT
AGREEMENTS DATED MARCH 31, 2001 HAVE EXPIRED, AND THAT