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EXHIBIT 15
AGREEMENT made this 9th day of July, 1998, between Xxxx X. Xxxxxx and
Xxxx X. Xxxxxx (together "Plaintiffs"), on the one hand, and RGI Holdings, Inc.
("RGI") and Xxxxxxx X. Xxxxxx (together "Defendants"), on the other hand.
WHEREAS, Plaintiffs commenced an action (the "Litigation") entitled
XXXX X. XXXXXX AND XXXX X. XXXXXX V. RGI HOLDINGS, INC., RGI/US HOLDINGS, INC.
AND XXXXXXX X. XXXXXX, 96 Civ 9257 (BSJ) against RGI Holdings, Inc., RGI/US
Holdings, Inc. and Xxxxxxx X. Xxxxxx in the United States District Court for the
Southern District of New York;
WHEREAS, Plaintiffs and Defendants are cognizant of the costs of
litigation, and desire to settle their disputes relating to the Litigation, and
to terminate the relationship between them.
NOW, THEREFORE, the Plaintiffs and the Defendants agree as follows:
1. Plaintiffs acknowledge that they have received, or will receive at the
time of the execution of this agreement, a cash payment in an amount
previously agreed upon from Defendants.
2. Defendants acknowledge that they have received, or will receive at the
time of the execution of this agreement, all of the Legend Properties,
Inc. ("Legend") stock (whether in the name Legend, officially converted
from Banyan Mortgage Investment Fund ("Banyan"), or in the name of
Banyan) owned or held by Plaintiffs.
3. A Stipulation of Discontinuance with prejudice of the Litigation has
been executed by the parties, and is being filed with the Court
simultaneously with the execution of this agreement.
4. Plaintiffs and their affiliates do hereby release and discharge Xxxxxxx
X. Xxxxxx, RGI/US Holdings, Inc. and RGI Holdings, Inc., and their
affiliates, directors, officers, employees and agents, heirs,
executors, administrators, successors, agents and assigns, including,
but not limited to Legend Properties, Inc., from all actions, causes of
action, suits, debts, dues, sums of money, accounts, reckonings, bonds,
bills, specialties, covenants, contracts, controversies, agreements,
promises, variances, trespasses, damages, judgments, extents,
executions, claims, and demands whatsoever, in law, admiralty or
equity, which against them Xx. Xxxxxx or Xx. Xxxxxx and their
affiliates, successors and assigns ever had, now have or hereafter can,
shall or may have, for, upon, or by reason of any matter, cause or
thing whatsoever from the beginning of the world to the day of the date
of this agreement.
5. Defendants and their affiliates do hereby release and discharge Xxxx X.
Xxxxxx and Xxxx X. Xxxxxx and their affiliates, heirs, executors,
administrators, successors, agents and assigns from all actions, causes
of action, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments,
extents, executions, claims and demands whatsoever, in law, admiralty
or equity, which against them Defendants
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and their affiliates, successors and assigns ever had, now have or
hereafter can, shall or may have, for, upon, or by reason of any
matter, cause or thing whatsoever from the beginning of the world to
the day of the date of this agreement.
6. It is expressly recognized that confidentiality is an essential element
of this agreement and the resolution of the disputes referred to
herein. Accordingly, Plaintiffs and their agents and counsel, and
Defendants and their agents and counsel, agree to keep confidential the
amount and terms of the settlement of their disputes. Further,
Plaintiffs expressly acknowledge that the Defendants have relied upon
the promise of confidentiality as an inducement to enter into this
agreement referred to herein. Plaintiffs, as a further inducement to
Defendants to enter into this agreement, warrant and represent that
they will not cooperate with or assist any other person or party who
may have a dispute with the Defendants with respect to the issues in
the Litigation, Banyan or Legend stock or the merger of and between
Banyan and RGI/US Holdings, Inc. Plaintiffs acknowledge that damages
are not a sufficient remedy for any violation of this paragraph 6.
7. This agreement shall be governed by the laws of New York and any action
arising out of this agreement shall be brought either in the Supreme
Court of the State of New York or the United States District Court for
the Southern District of New York, and all parties consent to
jurisdiction and venue in said courts.
8. This agreement may be executed in any number of counterparts all of
which, when so executed, shall constitute the agreement.
/s/ Xxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxx
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Xxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
RGI Holdings, Inc.
/s/ Xxxx X. Xxxxxx By: /s/ Xxxxx Xxxx
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Xxxx X. Xxxxxx Xxxxx X. Xxxx, P.A.
Corporate Secretary and
Attorney-in-Fact
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