SETTLEMENT AND
RELEASE AGREEMENT
THIS AGREEMENT is made this 27
th day of January, 2005, by and between the Commonwealth
of Pennsylvania, acting by and through the Department of Community
and Economic Development (“DCED”) and Verticalnet,
Inc., a business corporation (“Verticalnet”) and Atlas
Commerce, Inc. (“Atlas”).
WITNESSETH:
WHEREAS, DCED provides Opportunity
Program Grants to businesses willing to meet certain criteria
regarding business development and operations within the
Commonwealth of Pennsylvania; and
WHEREAS, pursuant to an Opportunity
Program Grant agreement no. 20-168-0018 (“the Verticalnet
Agreement”), DCED agreed to provide the sum of $1,000,000.00
to Verticalnet, L.L.C., in consideration for the performance of
certain business development criteria; and
WHEREAS, Verticalnet, L.L.C.
received $1,000,000.00 pursuant to the Verticalnet Agreement;
and
WHEREAS, pursuant to an Opportunity
Program Grant agreement no. 20-168-0083 (“the Atlas
Agreement”), DCED agreed to provide the sum of $600,000.00 to
Atlas Commerce, Inc., which was merged into Atlas, in consideration
for the performance of certain business development criteria;
and
WHEREAS, Atlas Commerce, Inc.
received $600,000.00 pursuant to the Atlas Agreement; and
WHEREAS, Verticalnet has assumed the
obligations of Verticalnet, L.L.C. and Atlas Commerce, Inc. under
the foregoing agreements; and
WHEREAS, a dispute has arisen between
DCED and Verticalnet regarding the foregoing Opportunity Program
Grant Agreements and DCED commenced an action against Verticalnet (
PA DCED v. Verticalnet LLC , Court of Common Pleas
Montgomery County, Civil Action No. 03-12308.) (“DCED
Action”); and
WHEREAS, DCED, Verticalnet and Atlas
have agreed to settle their disputes as hereinafter set forth.
NOW THEREFORE, in consideration of
the mutual covenants and promises contained herein, and intending
to be legally bound, the parties hereby agree as follows:
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1.
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Verticalnet agrees to pay the sum of
$400,000.00 in accordance with the terms and conditions contained
set forth as follows:
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a.
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(i) The sum of $100,000.00 shall be paid
on or before January 7, 2005; and
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(ii) The balance shall be paid
in three (3) equal quarterly installments of $100,000 each, on
April 1, July 1 and October 1 of 2005.
b. All payments shall be sent to the
following address:
Department of Community &
Economic Development
400 North Street, Fourth Floor
Harrisburg, PA 17120
Attn.: Charles Rees Brown, Office of Chief Coun
