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EXHIBIT 4
RELEASE & SATISFACTION AGREEMENT
THIS IS A RELEASE AND SATISFACTION AGREEMENT ("this Agreement") made
by The Paideia School, Incorporated, a Georgia nonprofit corporation
("Paideia") and by which Paideia (on behalf of itself, its successors and
assigns) for good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged, and for the benefit of the person
referred to below and his heirs and assigns, hereby acknowledges and agrees as
follows:
1. Obligations Satisfied. All obligations of Xxxxx Xxxxxx, a
resident of the State of Georgia ("Xxxxxx") to Paideia (the "Obligations")
represented by the Promissory Note in the original principal amount of Two
Hundred Eighty Thousand Seven Hundred Fourteen and 43/100 Dollars ($280,714.43)
made by Xxxxxx to the order of K. Xxxxx Xxxxxxxx, a resident the State of
Georgia ("Xxxxxxxx") dated December 13, 1998, and assigned by Xxxxxxxx to
Paideia on February 11, 1999, have been paid in full and satisfied, and Paideia
has no further claim whatsoever for payments with respect to the Obligations or
rights with respect to such promissory note. Paideia shall immediately xxxx
such promissory note or other evidence of such indebtedness "Paid in Full -
Cancelled", date and sign such cancellation legend, and then return such
cancelled promissory note to Xxxxxx.
2. Further Assurances. Paideia will execute and deliver to Xxxxxx
such other documents as he or an heir or assign of his shall reasonably request
to evidence the foregoing releases.
3. Due Authorization. Paideia hereby represents, warrants, covenants
and agrees that Paideia's execution, delivery and performance of this Agreement
have been duly authorized by all necessary action (if any), do not and will not
violate its articles of incorporation or bylaws, any applicable statute,
regulation or rule or any contract binding upon it, and that this Agreement
constitutes a valid and binding obligation of Paideia, enforceable in
accordance with its terms.
4. Miscellaneous.
(a) Assignment; Binding Nature. This Agreement is binding upon
the parties and their respective legal representatives, heirs, devisees,
legatees or other successors and assigns and inures to the benefit of the
parties and their respective permitted legal representatives, heirs, devisees,
legatees or other permitted successors and assigns.
(b) Rules of Construction & Certain Definitions. Whenever the
context so requires, the singular includes the plural, the plural includes the
singular, and the gender of any
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Release & Satisfaction Agreement
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as a matter of convenience and are not part of this Agreement and do not affect
the intent of its provisions. The parties agree (i) that "applicable law" means
each provision of any constitution, statute, law, rule, regulation, decision,
order, decree, judgment, release, license, permit, stipulation or other
official pronouncement enacted, promulgated or issued by any governmental
authority or arbitrator or arbitration panel; (ii) that "including" and other
words or phrases of inclusion, if any, shall not be construed as terms of
limitation, so that references to "included" matters shall be regarded as
non-exclusive, non-characterizing illustrations; (iii) that "party," "parties,"
"parties to this Agreement" and variations of such means each or all, as
appropriate, of the persons who have executed and delivered this Agreement,
each permitted successor or assign of such a party, and when appropriate to
effect the binding nature of this Agreement for the benefit of another party,
any other successor or assign of such a party; and (iv) that "this Agreement"
includes any amendments or other modifications and supplements, and all
exhibits, schedules and other attachments, to it.
(c) Remedies. The remedies of a party provided in this Agreement are
cumulative and do not exclude any other remedies to which any party may be
lawfully entitled, under this Agreement or applicable law, and the exercise of
a remedy is not an election excluding any other remedy (any such claim by the
other party being hereby waived).
(d) Controlling. This Agreement is governed by, and shall be
construed and enforced in accordance with the laws of the State of Georgia,
except the laws of the State that would render such choice of law ineffective.
(e) Copies. This Agreement may be executed in two or more copies,
each of which shall be deemed an original, and it shall not be necessary in
making proof of this Agreement or its terms to produce or account for more than
one of such copies.
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Release & Satisfaction Agmt
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DULY EXECUTED and delivered by the parties, effective as of February
11, 1999.
THE PAIDEIA SCHOOL
By: /s/
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Its: Chairman
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XXXXX XXXXXX
/s/ XXXXX XXXXXX
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