SETTLEMENT AGREEMENT AND RELEASE
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This Settlement Agreement and Release ("Settlement Agreement") is being
entered into by The Metropolitan Government of Nashville and Davidson County,
Tennessee, a public corporation organized and existing under the laws of the
State of Tennessee, on behalf of itself and its Metropolitan Employee Benefit
Board, its Investment Committee of the Metropolitan Employee Benefit Board, its
Metropolitan Government Trust Funds, and the participants therein and
beneficiaries thereof ["Metro Nashville"] and Z-Tel Technologies, Inc. ["Z-Tel"]
[collectively the "Parties"] on the 18th day of May 2004.
RECITALS
WHEREAS, on or about September 20, 2002, Metro Nashville filed the
lawsuit styled The Metropolitan Government of Nashville and Davidson County,
Tennessee, suing on behalf of Metropolitan Nashville Employee Benefit Board v.
Z-Tel Technologies, Inc., Case No. 8:02-CV-1708-T-24EAJ, in the United States
District Court for the Middle District of Florida, Tampa Division (the "Federal
Court Action") and thereafter Z-Tel filed a declaratory action in the state
courts of Florida under Docket No. 03-8199 (the "State Court Action"); and
WHEREAS, the parties desire to resolve all claims and issues in the
Federal Court Action and the State Court Action and terminate the lawsuit,
Now, therefore, the Parties agree in consideration of the undertakings
set out hereinafter as follows:
1. Approval Date - This Settlement Agreement will become effective and
shall be signed by Metro Nashville upon approval by the Metropolitan Council of
the Metropolitan Government (the "Metropolitan Council"); and the Board of
Directors of Z-Tel; and it will become effective only if and when both give such
approval. Z-Tel's Board's approval will be sought immediately; so that the
Settlement Agreement can be presented for approval at the meeting of the
Metropolitan Council scheduled to be held on May 18, 2004. On that date, the
Metropolitan Council will take one of three actions: approve, disapprove, or
defer action for some period. While the Department of Law does not foresee a
problem and will act in good faith to recommend approval, there is no way to
predict the actions of 40 elected members of the Metropolitan Council. If the
Metropolitan Council does not approve the Settlement Agreement on May 18, 2004,
the Settlement Agreement and Registration Rights Agreement attached as Exhibit A
to this Agreement shall be null and void, and the stock certificate issued
pursuant to paragraphs 2 and 5 of this Agreement shall be cancelled. Z-Tel will
provide Metro Nashville with a certified copy of the resolution of Z-Tel's Board
of Directors approving and authorizing the settlement provided for in this
Settlement Agreement. Metro Nashville will provide Z-Tel with a certified
confirmation that the Metropolitan Council has approved and authorized the
settlement provided for in the Settlement Agreement.
2. Settlement Payment - Z-Tel shall pay Metro Nashville a sum
representing a value of $1.6 million in accordance with the following:
(a) The settlement payment consists of the following: (1)
Z-Tel will pay Metro Nashville $800,000 in cash (by wire transfer to
Northern Trust Company ["Northern Trust"], Attn: Master Trust Cash
Processing, Account #5186061000, 00 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, XX
00000, ABA # 000000000, Reference Account # 26-24916) as provided in
paragraph 2(b) below; and (2) as provided in paragraph 2(b) below,
Z-Tel will cause American Stock Transfer Company ("AST") to issue to
Metro Nashville a stock certificate representing currently unregistered
common stock of Z-Tel ["the Settlement Stock"] as detailed in paragraph
5(a) below which will be registered by Z-Tel (allowing for public sale
by Metro Nashville).
(b) The cash payment and delivery of stock will be made and
will occur in the following manner: (1) prior to May 18, 2004, the
parties will finalize and execute the Stipulation of Dismissal provided
for in paragraph 10 below; (2) prior to May 18, 2004 Metro Nashville
will deliver to Xxxx X. Xxxxxxx of Trenam, Kemker, Scharf, Barkin,
Fryie, X'Xxxxx & Xxxxxx, 000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxx,
Xxxxxxx 00000, as escrow agent, the executed Stipulation of Dismissal,
which shall be held in escrow by Xx. Xxxxxxx and shall not be filed
until Metro Nashville has provided confirmation of the wire transfer as
provided in paragraph 2(b)(7) below; (3) Z-Tel shall arrange for AST to
deliver on May 18, 2004 a stock certificate issued in the name of the
Metropolitan Nashville Employee Benefit Board for the number of shares
set forth in paragraph 5(a) below ("the Settlement Stock Certificate")
to Xxxxxx X. Xxxxxxxx of Xxxxxxx & Xxxxxxxx, 000 Xxxx 00xx Xxxxxx,
Xxxxx 0000, Xxx Xxxx, XX 00000, as escrow agent; (4) immediately
following the approval of the Settlement Agreement by the Metropolitan
Council, Metro Nashville will provide written confirmation of the
approval by facsimile to Xxxxx X. Xxxxx and Xxxxx X. Xxxxxx at
000-000-0000 and to Xxxxxxxxxxx Xxxxxxxxxx at 000-000-0000; (5) on the
first business day after the date of approval of the Settlement
Agreement by the Metropolitan Council [the "Approval Date"] and after
Z-Tel receives written confirmation of the approval, Z-Tel will wire
that day the cash payment to Metro Nashville that is being made
pursuant to paragraph 2(a)(1) above; (6) Z-Tel will provide
confirmation from its bank to Metro Nashville of the transfer, and upon
receipt of the funds, Metro Nashville will provide written notice by
facsimile to Z-Tel and to Xxxx X. Xxxxxxx of the receipt; (7) after the
cash is delivered and notice of receipt is provided by Metro Nashville,
Xxxx X. Xxxxxxx shall file the Stipulation of Dismissal with the Court
and Xxxxxx X. Xxxxxxxx shall deliver the Settlement Stock Certificate,
as instructed by Metro Nashville, to Metro Nashville or Northern Trust
as Metro Nashville's custodian; and (8) Metro Nashville shall provide
Z-Tel with notice that the stock certificate has been received and
delivered as per Metro Nashville's instructions. If the Settlement
Agreement is not approved by the Metropolitan Council on May 18, 2004
or the cash payment is not wired and received as provided above, the
Stipulation of Dismissal will be returned to Metro Nashville's counsel,
and the Settlement Stock Certificate will be returned and cancelled.
(c) The Parties acknowledge and agree that there is no
guarantee the value of the Settlement Stock being delivered pursuant to
paragraph 5(a) below will equal or exceed $800,000 on the date on which
the S-3 Registration Statement for the Settlement Stock is declared
effective by the SEC (the "Effective Date"), and Z-Tel shall have no
additional liability if the stock price does not equal or exceed
$800,000 on the Effective Date.
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(d) This settlement transaction and the transfers of
consideration provided for under it are acknowledged and intended by
both parties to be: (1) a contemporaneous exchange for new value given
by Z-Tel and (2) in fact a substantially contemporaneous exchange
thereof.
(e) Any additional amounts payable by Z-Tel (other than
interest) as provided below in paragraph 3(f), shall be deemed an
increase of the total settlement amount.
(f) Metro Nashville represents and warrants that it is an
"Accredited Investor" as defined by Regulation D underlying the
Securities Act of 1933, that the Settlement Stock is being acquired for
Metro Nashville's own account, and that the Settlement Stock will not
be resold other than pursuant to a valid registration statement or an
exemption from registration. Certificates representing the Settlement
Stock will contain a legend substantially as follows:
The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Act"), or the securities laws of the various states, and have
been issued and sold pursuant to an exemption from the Act and
may not be sold, pledged, or otherwise transferred by the
holder thereof at any time except (1) pursuant to an effective
registration statement filed under the Act covering these
shares, or (2) upon delivery to the corporation of an opinion
of counsel satisfactory to the corporation that these shares
may be transferred without registration.
3. Registration of Stock -
(a) Z-Tel represents and warrants that it is current in filing
and in fulfilling its requirements to file Forms 8K, 10-K and 10-Q and
any other filings with the Securities and Exchange Commission required
to enable Z-Tel to file a registration statement on Form S-3 for a
selling stockholder ["an S-3 Registration"], and that Z-Tel knows of no
impediment to its ability to register the Settlement Stock under an S-3
Registration.
(b) No later than 30 days after the Approval Date, Z-Tel will
file any papers necessary to register the Settlement Stock pursuant to
an S-3 Registration ["the S-3 Registration Statement"] with the SEC and
any other regulatory authority for which registration is required, in
order to enable public sale of the Settlement Stock.
(c) Z-Tel and Metro Nashville will use their best efforts to
assure that the S-3 Registration Statement is declared effective by the
SEC as soon as possible. Those best efforts will include, without
limitation, Z-Tel's best efforts to prepare and file the S-3
Registration Statement, and cause it to be declared effective by the
SEC, as promptly as practicable and to take or cause to be taken all
actions, and to do, or cause to be done, all things necessary, proper
or advisable under applicable law to consummate and make effective in
the most expeditious manner practicable, the completion of registration
of the Settlement Stock. These acts will include Z-Tel's using prompt,
substantial and persistent efforts as a prudent person desirous of
achieving a result would use in similar circumstances.
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(d) Z-Tel will provide Metro Nashville (by transmittal to Xxxx
Xxxx, Director of Law) with all notices and other papers filed with or
received by Z-Tel in connection with the S-3 Registration Statement
promptly upon receipt or transmittal by Z-Tel (including, without
limitation, its employees, attorneys, accountants and other agents) of
such notices or papers. Z-Tel will also keep Metro Nashville fully and
currently advised as to all other communications and developments
regarding the attempt to register the Settlement Stock.
(e) Z-Tel will bear all costs and expenses in connection with
registration of the Settlement Stock, excluding any expenses (including
attorneys' fees) incurred by Metro Nashville or its representatives in
reviewing the S-3 Registration or in providing any information to Z-Tel
necessary to prepare the S-3 Registration Statement.
(f) If the S-3 Registration Statement has not become effective
by August 31, 2004, Z-Tel may (at its option) seek a one-month
extension to September 30, 2004 by providing Metro Nashville with
written notice of Z-Tel's election to obtain that further extension
together with a payment of $20,000 by wire transfer by 2 pm CDT on
September 1, 2004, which payment shall increase the settlement by that
amount. Thereafter, if the S-3 Registration Statement has not become
effective by September 30, 2004 Z-Tel may (at its option) obtain a
further extension to October 31, 2004 for the registration statement to
become effective by providing Metro Nashville with written notice of
Z-Tel's election to obtain that further extension together with a
payment of an additional $56,000 by wire transfer by 2 pm CDT on
October 1, 2004, which payment shall further increase the settlement by
that amount. Thereafter, if the S-3 Registration has not become
effective by October 30, 2004, Z-Tel may (at its option) obtain a
further extension to November 30 for the registration statement to
become effective by providing Metro Nashville with written notice of
Z-Tel's election to obtain that further extension together with a
payment of an additional $80,000 by wire transfer by 2 pm CDT on
November 1, 2004, which payment shall further increase the settlement
by that amount. There will be no extensions beyond November 30 unless
hereafter expressly agreed in writing by Metro Nashville.
(g) If the S-3 Registration Statement has not been declared
effective by either [1] August 31 if no extension is obtained by Z-Tel
as provided above or [2] if any extension is obtained (as provided in
paragraph 3(f) above), the final date specified with respect to any
such extension (i.e. September 30, October 31 or November 30 as the
case may be) [hereinafter "the Final Date"],(1) Z-Tel may, in lieu of
registration, on or before the Final Date, at Z-Tel's sole option: [i]
redeem the Settlement Stock from Metro Nashville for $800,000 plus
interest (at the then prime rate) from the Approval Date to the date of
such payment or [ii] facilitate a private sale of the Settlement Stock
that will provide Metro Nashville with $800,000 plus such interest, or
(iii) any combination of (i) and (ii) selected by Z-Tel so long as the
aggregate gross proceeds to Metro Nashville equals $800,000 plus
interest (at the then prime rate) from the Approval Date. The amount
payable under paragraph 3(g)(i) will be in addition to any payments
made under paragraph 3(f) above.
_______________________
1 To clarify, the "Final Date" means the later of August 31, 2004 or the last
date on which, as a result of any extension or extensions that Z-Tel has
obtained in accordance and by compliance with paragraph 3(f), registration must
be effective.
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(h) If on the Final Date, the S-3 registration has not become
effective and Z-Tel has neither paid the sum provided in paragraph
3(g)(i), facilitated a private sale of the Settlement Stock as provided
in paragraph 3(g)(ii), nor effected a combination of 3(g)(i) and
3(g)(ii) as set forth under 3(g)(iii), Z-Tel will be deemed to be in
breach of the Settlement Agreement, and Metro Nashville shall be
entitled to obtain any remedy available to it (including, but not
limited to, damages) as a result of Z-Tel's breach or failure to
consummate this agreement. Metro Nashville may either (at its option)
apply to the Court or bring separate suit to obtain such remedy or
remedies.
4. No Admissions - In entering into this Settlement Agreement, the
parties are not making any admission as to the strength or weakness of the
claims and the defenses in this action. Z-Tel is not admitting any wrongdoing or
liability; and Metro Nashville is not acknowledging any lack of merit to its
claims. Rather, the parties are entering into this agreement to compromise their
differences and to avoid further expense and the burden of protracted
litigation.
5. Security -
(a) Z-Tel will instruct AST to issue to Metro Nashville on the
Approval Date stock equal to $960,000 (representing 20 % over
$800,000), as computed pursuant to the formula discussed next. The
price of Z-Tel stock for this purpose shall be the average of the last
reported sale price on NASDAQ over the twelve (12) trading days
immediately preceding the Approval Date. The stock certificate shall be
delivered to Xxxxxx X. Xxxxxxxx by same-day courier on the day after
the Approval Date as provided in paragraph 2(b) above. If the value of
the Settlement Stock on the Effective Date of the S-3 Registration
Statement exceeds $800,000, Metro Nashville will return to Z-Tel,
within ten (10) business days, that number of shares of Z-Tel stock
that is equal in value to the difference between the market value on
the Effective Date and $800,000. For purposes of valuing the stock on
the Effective Date, the market value will be deemed to be the average
of the last reported sale price on NASDAQ over the twelve (12) trading
days immediately preceding the Effective Date.
(b) Z-Tel will assure, and hereby covenants, that none of its
officers or directors will sell Z-Tel stock during the period prior to
the Effective Date of the S-3 Registration or full payment to Metro
Nashville of the amounts that may be paid in lieu of such a
Registration as provided above.
(c) Metro Nashville will not sell more than 200,000 shares of
registered Settlement Stock in any seven calendar day period.
6. Registration Rights Agreement - The parties shall execute the
Registration Rights Agreement attached as Exhibit A to this agreement on the
first business day following the Approval Date.
7. Cooperation -- Both Metro Nashville and Z-Tel agree to cooperate to
finalize and execute, as promptly and efficiently as feasible, any such or other
documents that may be reasonably necessary to effectuate and consummate this
agreement.
8. Reservation of Rights Against Others - The payments by Z-Tel
provided for in this Settlement Agreement are in settlement of Metro Nashville's
damages with respect to or arising out of the events that are the subject of the
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claims asserted against Z-Tel in this action. Metro Nashville is dismissing all
claims against Z-Tel in this action with prejudice; however, Metro Nashville
expressly reserves its rights and claims as against any other party, including
(but not limited to) State Street Bank & Trust, for damages suffered by Metro
Nashville.
9. Release of Z-Tel - Metro Nashville, for itself and its heirs,
executors, administrators, representatives, predecessors, successors and assigns
(collectively, the "Metro Nashville Releasing Parties"), do hereby fully,
finally and forever release and discharge Z-Tel Technologies, Inc., its past,
present and future directors, officers, employees, agents, representatives,
attorneys, consultants, parent corporations or businesses, subsidiaries,
divisions, subdivisions, affiliates, administrators, predecessors, successors,
heirs, executors and assigns (collectively, the "Z-Tel Released Parties") of and
from any and all claims, actions, causes or rights of action, suits, debts, sums
of money, liabilities, losses, covenants, contracts, agreements, promises,
assertions, allegations, contentions, controversies and demands of any kind or
nature whatsoever, whether at law or in equity [collectively "Claims"], that the
Metro Nashville Releasing Parties ever had or may have had, now have or
hereafter can, shall or may have, whether directly or in a representative or any
other capacity, for, upon or by reason of any act, omission or other matter,
cause or thing whatsoever in any way arising out of, in connection with or
relating to the holding or ownership by the Metro Nashville Releasing Parties of
Z-Tel stock prior to the date hereof, whether such matters, causes, or things,
or the consequences thereof, are now existing or may hereafter arise and whether
they are known or unknown, suspected or unsuspected, anticipated or
unanticipated, hidden or concealed, disclosed or undisclosed, contingent or
absolute. Excepted from this Release are any Claims of the Metro Nashville
Releasing Parties with respect to or arising out of this Settlement Agreement
and any agreements or other documents executed in connection thereof. This
Release does not release or discharge any person or entity other than the Z-Tel
Released Parties (such as any other person or entity hereinafter referred to as
"Other Party") from any liability to the Metro Nashville Releasing Parties,
including (without limitation) with respect to any claim in any way arising out
of, in connection with, or relating to the holding or ownership by Metro
Nashville of Z-Tel stock prior to the date hereof.
10. Covenant Not to Xxx - The Metro Nashville Releasing Parties agree
never to file, institute, direct or maintain against the Z-Tel Released Parties
any suit, charge, claim, proceeding or action of any kind or nature whatsoever,
whether at law, in equity or otherwise, in or before any court, administrative
agency, arbitral panel or other body or tribunal wherever situated, asserting,
directly or indirectly, any claim on behalf of the Metro Nashville Releasing
Parties, which is released by this Release. In the event that any such action is
initiated by the Metro Nashville Releasing Parties, the parties sued in such
action shall be entitled to injunctive relief. Excepted from this Covenant Not
to Xxx are any Claims of the Metro Nashville Releasing Parties with respect to
or arising out of this Settlement Agreement and any agreements or other
documents executed in connection thereof. This Covenant Not to Xxx does not
apply to or protect any person or entity other than the Z-Tel Released Parties
(such as any Other Party) from any liability to the Metro Nashville Releasing
Parties, including, without limitation, with respect to any claim in any way
arising out of, in connection with, or relating to the holding or ownership by
Metro Nashville of Z-Tel stock prior to the date hereof.
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11. Reduction in Judgment. - Nothing in this Settlement Agreement shall
in any way limit or reduce the claims or defenses available to Metro Nashville
under applicable law as to any claim brought against or by any Other Party,
subject to the following provisions:
(a) In the event that Z-Tel is at any time found to be liable,
whether by a claim of joint liability or right of contribution, for all
or any part of any judgment entered against any Other Party in favor of
Metro Nashville for any claim in any way arising out of, in connection
with, or relating to the holding or ownership by Metro Nashville of
Z-Tel stock prior to the date hereof, for which such other party has a
right of contribution or joint liability against Z-Tel, Metro
Nashville's judgment against such Other Party shall be reduced by the
amount for which Z-Tel is found liable and such reduction of the
judgment shall release and discharge Z-Tel for any liability with
respect to such judgment.
(b) In the event that any Other Party is found to be liable to
Metro Nashville on any claim in any way arising out of, in connection
with or relating to the holding or ownership by Metro Nashville of
Z-Tel stock prior to the date hereof, for which such Other Party has no
right of contribution or joint liability against Z-Tel, then this
Release shall not reduce Metro Nashville's judgment against such Other
Party.
(c) In the event that Metro Nashville settles any claim
against any Other Party in any way arising out of, in connection with
or relating to the holding or ownership by Metro Nashville of Z-Tel
stock prior to the date hereof, Metro Nashville will include a
provision in any settlement agreement and release with such Other Party
whereby such Other Party acknowledges the existence of this Release,
and a copy of this Release shall be attached to the settlement
agreement and release with such Other Party.
(d) With respect to any future claim that may be made by Metro
Nashville against any Other Party in any way arising out of, in
connection with or relating to the holding or ownership by Metro
Nashville of Z-Tel stock prior to the date hereof, ten (10) days prior
to commencing a lawsuit or, if settling a claim prior to filing a
lawsuit, upon the date on which any such settlement is filed with the
Metropolitan Council of Metro Nashville for approval of such
settlement, Metro Nashville will notify Z-Tel, with such notice to
include the name, and to the extent known by the Department of Law of
Metro Nashville, the address and telephone number of such Other Party
and, to the extent known, the name, address and telephone number of
such Other Party's attorney, the nature of the claim made or being
settled by Metro Nashville against such Other Party, and the
approximate amount sought, if known, from such Other Party or the
amount to be paid in settlement by such Other Party.
Excepted from this Judgment Reduction undertaking are any Claims of the Metro
Nashville Releasing Parties with respect to or arising out of this Settlement
Agreement and any agreements or other documents executed in connection thereof.
This Judgment Reduction undertaking does not apply to or protect any person or
entity other than the Z-Tel Released Parties (such as any Other Party) from any
liability to the Metro Nashville Releasing Parties, including, without
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limitation, with respect to any claim in any way arising out of, in connection
with, or relating to the holding or ownership by Metro Nashville of Z-Tel stock
prior to the date hereof.
12. Release of Metro Nashville - Z-Tel Technologies, Inc. ["Z-Tel"],
for itself and its heirs, executors, administrators, representatives,
predecessors, successors and assigns (collectively, the "Z-Tel Releasing
Parties"), do hereby fully, finally and forever release and discharge The
Metropolitan Government of Nashville and Davidson County, Tennessee, a public
corporation organized and existing under the laws of the State of Tennessee, on
behalf of itself and its Metropolitan Employee Benefit Board, its Investment
Committee of the Metropolitan Employee Benefit Board, its Metropolitan
Government Trust Funds, and the participants therein and beneficiaries thereof
and its past, present and future directors, officers, employees, agents,
representatives, attorneys, consultants, divisions, subdivisions, affiliates,
administrators, predecessors, successors, heirs, executors and assigns
(collectively the "Metro Nashville Released Parties") of and from any and all
claims, actions, causes or rights of action, suits, debts, sums of money,
liabilities, losses, covenants, contracts, agreements, promises, assertions,
allegations, contentions, controversies and demands of any kind or nature
whatsoever, whether at law or in equity [collectively "Claims"], that the Z-Tel
Releasing Parties ever had or may have had, now have or hereafter can, shall or
may have, directly or in a representative or any other capacity for, upon or by
reason of any act, omission or other matter, cause or thing whatsoever in any
way arising out of, in connection with or relating to the holding or ownership
by Metro Nashville of Z-Tel stock prior to the date hereof, whether such
matters, causes, or things, or the consequences thereof, are now existing or may
hereafter arise and whether they are known or unknown, suspected or unsuspected,
anticipated or unanticipated, hidden or concealed, disclosed or undisclosed,
contingent or absolute. Excepted from this Release undertaking are any Claims of
the Z-Tel Releasing Parties with respect to or arising out of this Settlement
Agreement and any agreements or other documents executed in connection thereof.
This Release undertaking does not apply to or protect any person or entity other
than the Metro Nashville Released Parties (such as any Other Party) from any
liability to the Z-Tel Releasing Parties, including, without limitation, with
respect to any claim in any way arising out of, in connection with, or relating
to the holding or ownership by Metro Nashville of Z-Tel stock prior to the date
hereof.
13. Federal Court Action- The parties will file a Stipulation of
Dismissal of this action on the first business day after the Approval Date. The
Stipulation of Dismissal will expressly state that the Court will retain
jurisdiction as to the Settlement Agreement, including (without limitation) to
enforce any claim by Metro Nashville or Z-Tel for any relief available under the
law or in equity in the event of a breach or other failure by Metro Nashville or
Z-Tel to consummate this agreement and/or any other agreement (e.g. Registration
Rights Agreement) that is provided herein for or contemplated herein or
otherwise executed as part of this settlement.
14. State Court Action -- If the Settlement Agreement is approved by
the Metropolitan Council, promptly after the Approval Date on the Payment Date,
the parties will also file a Stipulation of Dismissal with prejudice of the
state court action filed by Z-Tel against Metro Nashville in the 13th Judicial
District of the Florida state courts under Docket No. 03-8199.
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15. Enforceability - Upon approval by the Metropolitan Council and
Z-Tel Board of Directors, this agreement shall be binding upon, and shall inure
to the benefit of, our clients and their respective successors and assigns or
other legal representatives. If and to the extent that any provision hereof is
deemed unenforceable or invalid for any reason, that provision shall be
modified, reformed and/or novated so that it contains the provision involved to
the maximum extent enforceable or valid; provided, however, that if such
unenforceability or invalidity materially alters a material term of this
agreement, the party adversely affected by such material alteration, shall have
the option to rescind this agreement upon 7 days written notice to the other
party. In the event of such a rescission, this lawsuit shall be revived and
again become extant in its current status as of the date hereof.
16. Headings - The heading on paragraphs hereof are for convenience
only.
17. Execution - This agreement may be signed by facsimile.
18. Authority - Each of us represents that he has been authorized by
his respective client to enter into and execute this agreement (with and subject
to the conditions contained in paragraph 1 above) on behalf of his respective
client.
19. Entire Agreement - This agreement, including the Registration
Rights Agreement attached as Exhibit A, supercedes all prior agreements and
understandings between the parties, including without limitation the Memorandum
of Understanding, and shall constitute the entire agreement among the parties.
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AGREED AND ACCEPTED THIS __ DAY OF MAY 2004
The Metropolitan Government OF NASHVILLE
AND DAVIDSON COUNTY, TENNESSEE
By: /s/ Xxxx X. Xxxx
-------------------------------------
Xxxx X. Xxxx, Esq,
Director of Law
Department of Law, The Metropolitan
Government of Nashville and Davidson
County, Tennessee
STATE OF TENNESSEE )
ss.:
COUNTY OF DAVIDSON )
On the ____ day of May, 2004, before me personally came Xxxx X. Xxxx, to
me known, and who, being by me duly sworn, did depose and say that he is the
Director of Law of the Metropolitan Government of Nashville and Davidson County,
Tennessee, a party described in and which executed the foregoing Settlement
Agreement; and that he voluntarily signed his name thereto pursuant to the
authority of the Resolution of the Metropolitan Council of the Metropolitan
Government, as the authorized representative of the Metropolitan Government for
the purposes and subject to the terms and conditions set forth therein.
________________________________________
Notary Public
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AGREED AND ACCEPTED THIS __ DAY OF MAY
2004
Z-TEL TECHNOLOGIES, INC.
By: /s/ Xxxxxxxxxxx Xxxxxxxxxx
-------------------------------------
Xxxxxxxxxxx Xxxxxxxxxx
Chief Legal Counsel
Z-Tel Technologies, Inc.
STATE OF TEXAS )
ss.:
COUNTY OF XXXXXX )
On the ____ day of May, 2004, before me personally came Xxxxxxxxxxx
Xxxxxxxxxx, to me known, and who, being by me duly sworn, did depose and say
that he is the Chief Legal Counsel of Z-Tel Technologies Inc., a party described
in and which executed the foregoing Settlement Agreement; that he has been duly
authorized by said corporation to execute said Settlement Agreement on behalf of
said corporation; and that he voluntarily executed the same for the purposes and
subject to the conditions set forth therein.
________________________________________
Notary Public
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