SUBJECT TO TERMINATION OR RESCISSION BY
REASON OF ANY SUCH DIFFERENCES IN FACTS.
DEFENDANTS EXPRESSLY DENY THAT THE
SETTLEMENT CONSIDERATION REPRESENTS OR, IN ANY WAY, REFLECTS THE VALUE OF THE
CLAIMS AGAINST IT, AND RATHER STATE THAT THEY ARE SETTLING TO AVOID THE EXPENSE
AND INCONVENIENCE OF ONGOING LITIGATION.
11.
THIS AGREEMENT BINDS AND INURES TO THE BENEFIT OF EACH PARTY TO
THIS AGREEMENT, INCLUDING ITS, OR HIS, RESPECTIVE PAST, PRESENT, AND FORMER
DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, EMPLOYEES, SERVANTS, PARENTS,
SUBSIDIARIES, PARTNERS, MANAGERS, OWNERS, AFFILIATES, INVESTORS, INTEREST
OWNERS, OTHER REPRESENTATIVES, SUCCESSORS, ASSIGNS, AND ALL OTHER PERSONS AND
ENTITIES ACTING ON BEHALF OF OR BY, THROUGH, OR UNDER ONE OR MORE OF THEM.
12.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH
OF WHICH IS AN ORIGINAL FOR ALL PURPOSES, AND ALL OF WHICH TOGETHER CONSTITUTE
ONE AGREEMENT.
FAXED COPIES BEARING SIGNATURES OF THE PARTIES SHALL BE REGARDED
AS ORIGINAL COUNTERPARTS.
4
13.
THE PARTIES ACKNOWLEDGE THAT DISBURSEMENT OF THE SETTLEMENT
PROCEEDS, AS DESCRIBED ABOVE, AND THE COVENANTS AND RECITALS IN THIS AGREEMENT,
PROVIDE GOOD AND SUFFICIENT CONSIDERATION FOR EVERY PROMISE, DUTY, RELEASE,
OBLIGATION, AND RIGHT CONTAINED IN THIS AGREEMENT.
14.
NEITHER THIS AGREEMENT, NOR ANY OF ITS TERMS, MAY BE CHANGED,
WAIVED, DISCHARGED, OR TERMINATED ORALLY, BUT ONLY BY WRITTEN AGREEMENT SIGNED
BY ALL OF THE PARTIES HERETO.
15.
THE PARTIES AGREE THAT THIS AGREEMENT HAS BEEN MUTUALLY DRAFTED
AND AUTHORED BY ALL THE PARTIES AND THAT IT SHALL NOT BE CONSTRUED AGAINST ANY
ONE PARTY.
16.
THIS AGREEMENT HAS BEEN DULY AUTHORIZED AND CONSTITUTES A LEGAL,
VALID AND BINDING OBLIGATION OF EACH PARTY HERETO, AND IS ENFORCEABLE AGAINST
EACH OF THEM IN ACCORDANCE WITH ITS TERMS.
TO THE EXTENT THAT ANY PART OF THIS
AGREEMENT IS SUBSEQUENTLY DECLARED BY ANY COURT OF COMPETENT JURISDICTION, OR BY
ANY OTHER BODY HAVING AUTHORITY TO DO SO, TO BE VOID OR OTHERWISE UNENFORCEABLE,
THE REMAINING PROVISIONS OF THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND
EFFECT.
17.
THE PARTIES SHALL KEEP THIS AGREEMENT, ITS TERMS, AND THE
NEGOTIATION THEREOF CONFIDENTIAL EXCEPT THAT (A) CARL DICK MAY DISCLOSE THE
AGREEMENT AND ITS TERMS TO HIS LAWYERS, ACCOUNTANTS AND/OR INVESTMENT ADVISORS
TO THE EXTENT NECESSARY FOR TAX OR INVESTMENT PURPOSES; (B) CARL DICK MAY
DISCLOSE THE AGREEMENT AND ITS TERMS TO ANY THIRD PARTY OTHER THAN A PUBLIC
MEDIA SO LONG AS THAT DISCLOSURE INCLUDES ONLY THE FACTS, TERMS, AND DETAILS OF
ANY DEFENDANT'S
PUBLIC FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION; AND
(C) DEFENDANTS MAY DISCLOSE THE AGREEMENT AND ITS TERMS, TO THE EXTENT
DEFENDANTS DEEM SUCH DISCLOSURE NECESSARY, (I) TO THEIR INSURERS, LAWYERS,
ACCOUNTANTS AND ADVISORS, (II) TO THEIR SHAREHOLDERS, (III) IN PUBLIC FILINGS
WITH THE SECURITIES AND EXCHANGE COMMISSION, AND (IV) IN RESPONSE TO INQUIRIES
BY ANY COURT OF
5
LAW.
CARL DICK AGREES NOT TO DISCUSS THE LAWSUIT OR THIS AGREEMENT WITH,
THROUGH, OR BY ANY PUBLIC MEDIA.
THE NAMES OF ANY INSURERS FUNDING ANY PORTION
OF THIS SETTLEMENT SHALL NOT BE PUBLICLY DISCLOSED.
18.