Exhibit 6(ix)
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT ("Agreement"), is hereby made effective on
July 19, 1999, by and between Xxxxxx Consulting Group, Inc., a Nevada
corporation, (Xxxxxx) and Global Universal, Inc., a Nevada corporation
("Global"); and A-Z Oil. L.L.C., a Utah Corporation (A-Z), and Genesis Capital
Corporation of Nevada, a Nevada corporation; ("Genesis"), and Motor Sports on
Dirt, Inc., a Texas corporation ("Motor"); and Xxxxxx X. Xxxxxx, an individual
resident of Arkansas ( "Xxxxxx").
Recitals
WHEREAS, Genesis Capital Corporation of Nevada ("Genesis") entered into
Consulting Agreements with Xxxxxx and Global, which agreements were accompanied
by Security Agreements and Secured Promissory Notes, all of which agreements
were executed by Genesis;
WHEREAS, the above-described agreements allow for interest, attorneys
fees, and costs of suit--and applicable law may allow for additional
consequential damages--if the agreements were breached;
WHEREAS, the above-described agreements created debts that were assumed
by Motor Sports pursuant to the Acquisition Agreement dated April 6, 1999; such
debts have not been paid to date; and Motor Sports is now technically in breach
of the agreements creating these debts;
WHEREAS, Xxxxxx and Motor are willing to release any and all claims
they may have as to Xxxxxx, Global and Genesis and to release all claims to the
common stock of Genesis presently held in their names in exchange for the right
to retain 250,000 shares of the common stock of Genesis bearing a Rule 144
restriction.
Agreement
NOW THEREFORE, in consideration of the mutual promises, covenants and
agreements contained in this Agreement, and in reliance on the representations
and warranties set forth in this Agreement, and for other good and valuable
consideration, the sufficiency of which is hereby expressly acknowledged, the
parties agree as follows:
1 Transfer and Release. Xxxxxx and Motor hereby agree to transfer, assign
and return to Genesis, One Hundred Percent (100%) of the common shares
of Genesis held in their names or their assigns, less no more than
250,000 shares of such shares that bear a 144 restriction which Xxxxxx
shall be entitled to retain in exchange for future services to Genesis
and execution of this release. A-Z hereby agrees to release Xxxxxx and
Motor from repayment of the Thirty Thousand ($30,000) cash advance or
loan from June of 1999 and any and all claims that may arise therefrom.
2. Xxxxxx Transfer. Xxxxxx agrees upon receipt of consulting fees from
Caye Chapel, Inc. to transfer One Million (1,000,000) shares of common
stock of Caye Chapel to Genesis, Three Million Two Hundred Thousand
(3,200,000) shares of common stock of Caye Chapel to Global and Three
Hundred Thousand (300,000) shares of common stock of Caye Chapel to
Xxxxxx.
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3. Settlement of Debt. The parties hereto agree that as part of the
consideration for this agreement shall be the cancellation of all
obligations and debts, including ownership of common stock owed to
Motor and/or Xxxxxx by Genesis, Global or Xxxxxx, including any
possible consequential damages arising from or connected with those
debts, obligations or ownership of common stock, including all shares
of Caye Chapel, Inc. Each of the Parties hereby agree to the terms of
this Agreement.
4. Entity Existence. Motor Sports on Dirt, Inc. is a Texas corporation
duly organized, validly existing, and in good standing under the laws
of the state of its formation, with full authority to own, lease and
operate property and to carry on business as it is now being conducted.
5. No Misleading Statements or Omissions. Neither this Agreement nor any
document referenced to or attached to this Agreement or presented to
the Parties in connection herewith contain or will contain any
materially misleading statement, nor do they omit to make any statement
of fact necessary to make the other statements or facts set forth
herein not materially misleading.
6. Xxxxxx'x and Motor's Authority for Agreement. Xxxxxx and Motor have
duly authorized the ---------- execution and delivery of this Agreement
and the consummation of the transactions contemplated herein. Xxxxxx
and Motor have each duly executed and delivered this Agreement; it
constitutes the valid and legally binding obligation of both Xxxxxx and
Motor, enforceable according to its terms. To the best knowledge of
Xxxxxx and Motor, after due inquiry, the execution and delivery of this
Agreemen t and the consummation of the transactions contemplated herein
will not conflict with any mortgage, indenture, lease, contract,
commitment, agreement, or other instrument applicable to either Xxxxxx
or Motor or any of its properties or assets.
7. Consents and Authorizations. Any consent, approval, order or
authorization of, or registration, declaration, compliance with or
filing with any governmental or regulatory authority required of the
Parties in connection with the execution and delivery of this Agreement
to permit the consummation of the transactions contemplated herein
shall be accomplished by the Parties in a timely manner and in
accordance with federal and/or state law.
8. Term. All representations, warranties, covenants and agreements made in
this Agreement and in the exhibits attached hereto shall survive the
execution and delivery of this Agreement and any payments made pursuant
hereto.
9. Conditions Precedent to Closing. The obligations of the Parties under
this Agreement are subject to the fulfillment--before or at the
Closing--of each of the following conditions, and no obligation on the
part of the Parties shall arise or be enforceable until all of such
conditions are met:
A. The representations and warranties contained in this Agreement shall
all be true and correct;
X. Xxxxxx and Motor shall have performed or complied with all terms and
conditions of this Agreement which are required to be performed or
complied with before or at the time of Closing;
X. Xxxxxx shall provide Genesis with written proof that he is an
authorized officer of Motor.
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10. Closing. The Closing of the transactions contemplated by this Agreement
("Closing") shall take place at or before 5:00 p.m. Mountain Daylight
Time on July 19, 1999. The Closing shall occur at 000 Xxxx 000 Xxxxx,
Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000, or at such other place as the
parties hereto shall agree upon in writing. At the Closing, all of the
documents, payments, and items referred to in this Agreement shall be
exchanged. Facsimiles of signatures and documents shall be accepted by
all parties as originals, so long as they are legible.
11. Non-Circumvention. Xxxxxx and Motor agree not to terminate this
Agreement or refuse to perform any of its terms solely as a means to
avoid transferring the shares required under this Agreement. The
parties will not act in any other way to circumvent performance
required by this Agreement.
12. Indemnification. Subject to the provisions herein, the Parties shall
indemnify, defend and hold each other harmless from and against all
demands, claims, actions, damages, liabilities, costs and expenses
(including, without limitation, interest, penalties and attorneys'
fees) asserted or imposed against or incurred by any other party,
arising from any action of, or a breach of any representation,
warranty, covenant, or agreement of, any other party to this Agreement.
13. Remedies. The Parties acknowledge that in the event of a breach of this
Agreement by any of the parties, money damages would be inadequate, and
the non-breaching parties would have no adequate remedy at law.
Accordingly, in the event of any controversy concerning the rights or
obligations under this Agreement, such rights or obligations shall be
enforceable in a court of equity by a decree of specific performance.
Such remedy, however, shall be cumulative and non-exclusive and shall
be in addition to any other remedy to which the parties may be
entitled.
14. MISCELLANEOUS.
A. Subsequent Events. Xxxxxx, Motor, Genesis, Xxxxxx and Global agree
to notify each other if, subsequent to the date of this Agreement, any
party incurs obligations which could compromise its efforts and
obligations under this Agreement.
B. Amendment. This Agreement may be amended or modified at any time or
in any manner, but only by an instrument in writing executed by the
parties hereto.
C. Entire Agreement. This Agreement contains the entire agreement
between Xxxxxx, Motor, Genesis, Xxxxxx and Global relating to the
settlement of the debts described herein. This Agreement supersedes any
and all prior agreements, arrangements, or understandings (written or
oral) between the parties with respect to the settlement of such debts.
No understandings, statements, promises, or inducements contrary to the
terms of this Agreement exist with respect to the settlement of the
debts described herein. No representations, warranties, covenants, or
conditions, express or implied, other than as set forth herein, have
been made by any party with respect to the settlement of the debts
described herein. No oral expressions or agreements whatsoever shall be
used to modify or supplement the terms of the written agreements
referred to herein.
D. Waiver. Any failure of any party to this Agreement to comply with
any of its obligations hereunder may be waived in writing by the party
to whom compliance is owed. The failure of any party to enforce at any
time any of the provisions of this Agreement shall in no way be
construed as a waiver of any such provision or a waiver of the right to
enforce such provision. No waiver of any breach of
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or non-compliance with this Agreement shall be held to be a waiver of
any other or subsequent breach or non-compliance.
E. Assignment. Neither this Agreement nor any right created by it shall
be assignable by either party without the prior written consent of the
other.
G. Headings and Captions. The section headings in this Agreement are
for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
H. Governing Law. All provisions of this Agreement shall be interpreted
under the laws of the State of Utah, without regard to its conflict of
laws rules. Any dispute arising out of this Agreement shall be brought
in a court of competent jurisdiction in Salt Lake County, Utah. The
parties expressly consent to the personal jurisdiction of the
above-identified courts and agree to exclude and waive any statute, law
or treaty which allows or requires any dispute to be decided in any
forum, or by any law, other than as provided in this Agreement.
I. Binding Effect. This Agreement is binding on the parties hereto and
inures to the benefit of the parties, their respective heirs, admin-
istrators, executors, successors, and assigns.
J. Further Actions and Assurances. At any time and from time to time,
each party agrees, at its or their expense, to take actions and to
execute and deliver documents as may be reasonably necessary to
effectuate the purposes of this Agreement.
K. Attorney's Fees. If any action at law or in equity, including an
action for declaratory relief, is brought to enforce or interpret any
provision of this Agreement, the prevailing party shall be entitled to
recover reasonable attorney's fees, court costs, and other costs
incurred in proceeding with the action. Attorney's fees, court costs,
or other costs may be ordered by the court in its decision of the
action or may be enforced in a separate action for such fees and costs.
If any party is represented by in-house counsel, the attorney fee
attributed to in-house counsel shall equal the attorney fee normally
charged by attorneys in the prevailing party's community who have
similar backgrounds.
L. Severability. In the event that any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality
or un-enforceability shall not affect any other provisions of this
Agreement. Instead, this Agreement shall be construed as if it never
contained any such invalid, illegal or unenforceable provisions.
M. Mutual Cooperation The parties shall cooperate with each other to
achieve the purpose of this Agreement, and shall execute such other
documents and take such other actions as may be necessary or convenient
to effect the transactions described herein.
N. Counterparts. A facsimile, telecopy, or other reproduction of this
Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute
one and the same instrument. Such executed copy may be delivered by
facsimile or similar electronic transmission device if such delivery
produces legible copies of the relevant signatures. Such execution and
delivery shall be valid, binding and effective for all purposes.
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O. No Third Party Beneficiary. Nothing in this Agreement, expressed or
implied, is intended to confer upon any person, other than the parties
hereto and their successors, any right or remedy by reason of this
Agreement, unless this Agreement specifically states such intent.
P. Time is of the Essence. Time is of the essence of this Agreement and
of each and every provision hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first written above.
"Global"
Global Universal, Inc.
_____________/s/_______________
Xxxxxx Xxxxxxx, President
"Xxxxxx"
Xxxxxx Consulting Group, Inc.
/s/
Xxxxxxx Xxxxxx, President
"A-Z"
A-Z Oil, L.L.C.
/s/
XxxxxxXxxx Xxxxxxxx, President
"Genesis"
Genesis Capital Corporation of Nevada
_______________/s/_____________
Xxxxx Xxxxxxx, Vice-President
"Motor Sports"
Motor Sports On Dirt, Inc.
_____________/s/_______________
Xxxxxx X. Xxxxxx, President
"Xxxxxx"
Xxxxxx X. Xxxxxx, an individual
______________/s/______________
Xxxxxx X. Xxxxxx, an individual
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