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EXHIBIT 10.34
June 30, 1997
Mr. Xxxx Xxxxxxxx
Chief Executive Officer
Broadway & Seymour, Inc.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Dear Xxxx;
This letter is a follow-up to our letter of December 24, 1996 regarding the
disposition of a $2,000,000 holdback in support of indemnification provisions
contained in the Asset Purchase Agreement dated May 15, 1996 (the "Agreement")
between BSI and Fidelity.
The Agreement provided in Section 8 that BSI and Fidelity would each indemnify
the other for certain Losses, as defined therein (the "Indemnity Provisions"),
and a certain Temporary Professional Services Agreement dated May 15, 1996 (the
"Services Agreement") between the parties provided in Section 9 for a procedure
by which Fidelity would hold $2,000,000 in escrow for satisfaction of Fidelity's
liquidated claims against BSI for Losses. Both agreements stipulated that the
Indemnity Provisions and the escrowed holdback would remain in force until
May 15, 1998.
Our December 24 letter indicated that on June 20, 1997 Fidelity would return to
BSI the balance of this holdback less the Losses and any pending unresolved
claims under the indemnification provision. However, the parties have now
agreed, as evidenced by this letter agreement, that effective June 30, 1997:
(i) the Indemnity Provisions and the escrowed holdback arrangement are to be
terminated;
(ii) all of the representations and warranties of BSI and Fidelity contained in
the Agreement or in any document, certificate or other instrument delivered
under the Agreement are to be terminated;
(iii) Fidelity will pay to BSI $900,000 of the $2,000,000 escrowed holdback,
and Fidelity will retain the balance, all in satisfaction of Losses, liquidated
or claimed, that have arisen under the Indemnity Provisions to date;
(iv) neither party shall have the right to make further claims against the
other under the Indemnity Provisions for matters that have arisen prior to the
date hereof, or that arise or are discovered subsequent to the date hereof; and
(v) Fidelity's or BSI's ability or failure to collect, receive, negotiate,
settle or validate any Losses, liquidated or claimed, from customers shall
not give either party the right to alter the compromise arrived at herein.
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To this end, I am transfering the sum of $900,000 to BSI by bank wire transfer
upon receipt by fax of a copy of this letter agreement executed below by a duly
authorized representative of BSI.
This letter is intended to supersede the terms of the December 24, 1996 letter.
To the extent that this letter conflicts with any provisions of the Agreement
or the Services Agreement, this letter shall govern.
Sincerely,
/s/ Xxxxx X. Xxxxxxx, III
Xxxxx X. Xxxxxxx, III, President
Advisor Technology Services
cc: Xxxxx Xxxxxx, BSI
Xxxxx Xxxxxxxx, Fidelity
Broadway & Seymour, Inc.
By: /s/ Xxxx Xxxxxxxx
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Title: Chairman and CEO
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(duly authorized)
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