{"id":43546,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/release-purchasepro-com-inc-stratton-warren-software-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"release-purchasepro-com-inc-stratton-warren-software-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/release-purchasepro-com-inc-stratton-warren-software-inc-and.html","title":{"rendered":"Release &#8211; PurchasePro.com Inc., Stratton Warren Software Inc. and Ronald M. Dressin"},"content":{"rendered":"<pre>                         RELEASE BY RONALD M. DRESSIN\n\n\n                                    RELEASE\n                                    -------\n\n     This Release (the \"Release\") is being executed and delivered pursuant to\nthat certain Stock Purchase Agreement dated October 30, 2000 (the \"Agreement\")\nby and among PurchasePro.com, Inc., a Nevada corporation (\"PurchasePro\"),\nStratton Warren Software, Inc., a Georgia corporation (\"Stratton\"), and the sole\nstockholder of Stratton, Ronald M. Dressin (the \"Stockholder\").  Capitalized\nterms used in this Release without definition shall have the respective meanings\ngiven to them in the Agreement.\n\n     The Stockholder acknowledges that execution and delivery of this Release is\na condition to the obligation of PurchasePro to enter into the Agreement and\nthat PurchasePro is relying on this Release in consummating the stock\nacquisition contemplated under the Agreement (the \"Acquisition\").\n\n     The Stockholder, for good and valuable consideration, the receipt and\nsufficiency of which is hereby acknowledged, and intending to be legally bound,\nin order to induce PurchasePro to enter into the Agreement, hereby agrees as\nfollows:\n\n     The Stockholder, on behalf of himself and his Related Parties (as defined\nbelow), hereby releases and forever discharges PurchasePro and Stratton, and\neach of their respective individual, joint or mutual, past and present\nrepresentatives, Affiliates, officers, directors, agents, attorneys,\nstockholders, controlling persons, subsidiaries, successors and assigns\n(individually, a \"Releasee\" and collectively, \"Releasees\") from any and all\nclaims, demands, proceedings, causes of action, orders, obligations, contracts,\nagreements, debts and liabilities whatsoever, whether known or unknown,\nsuspected or unsuspected, both at law and in equity, which the Stockholder or\nany of his Related Parties now have or have ever had against Releasees;\nprovided, however, nothing contained in the Release shall limit any rights or\nclaims the Stockholder may have against PurchasePro pursuant to the terms of the\nAgreement or against Andrew S. Anderson.\n\n     \"Related Parties\" shall mean, with respect to the Stockholder, (i) any\nPerson (as defined below) that directly or indirectly controls, is directly or\nindirectly controlled by, or is directly or indirectly under common control with\nthe Stockholder, (ii) any Person in which the Stockholder holds a Material\nInterest or (iii) any Person with respect to which the Stockholder serves as a\ngeneral partner or a trustee (or in a similar capacity).  For purposes of this\ndefinition, \"Person\" shall mean any individual, corporation (including any non-\nprofit corporation), general or limited partnership, limited liability company,\njoint venture, estate, trust, association, organization, labor union or other\nentity.  For purposes of this definition, \"Material Interest\" shall mean direct\nor indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange\nAct) of voting securities or other voting interests representing at least ten\npercent (10%) of the outstanding voting power of a Person or equity securities\nor other equity interests representing at least ten percent (10%) of the\noutstanding equity securities or equity interests in a Person.\n\n     The Stockholder hereby irrevocably covenants to refrain from, directly or\nindirectly, asserting any claim or demand, or commencing, instituting or causing\nto be commenced, any proceeding of any kind against any Releasee, based upon any\nmatter released hereby.\n\n     Without in any way limiting any of the rights and remedies otherwise\navailable to any Releasee, the Stockholder shall indemnify and hold harmless\neach Releasee from and against all loss, liability, claim, damage (including\nincidental and consequential damages) or expense (including costs of\ninvestigation and defense and reasonable attorney's fees) whether or not\ninvolving third party claims, arising directly or indirectly from or in\nconnection with (i) the assertion by or on behalf \n\n \nof the Stockholder or any of his Related Parties of any claim or other matter\nreleased pursuant to this Release and (ii) the assertion by any third party of\nany claim or demand against any Releasee which claim or demand arises directly\nor indirectly from, or in connection with, any assertion by or on behalf of the\nStockholder or any of his Related Parties against such third party of any claims\nor other matters released pursuant to this Release.\n\n     If any provision of this Release is held invalid or unenforceable by any\ncourt of competent jurisdiction, the other provisions of this Release will\nremain in full force and effect.  Any provision of this Release held invalid or\nunenforceable only in part or degree will remain in full force and effect to the\nextent not held invalid or unenforceable.\n\n     This Release may not be changed except in a writing signed by the person(s)\nagainst whose interest such change shall operate.  This Release shall be\ngoverned by and construed under the laws of the State of California without\nregard to principles of conflicts of law.\n\n     All words used in this Release will be construed to be of such gender or\nnumber as the circumstances require.\n\n              [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]  \n\n \n     IN WITNESS WHEREOF, the undersigned has executed and delivered this Release\nas of the date first written above.\n\n                                   Stockholder\n\n\n                                   _________________________________________\n                                   Ronald M. Dressin\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8609],"corporate_contracts_industries":[],"corporate_contracts_types":[9622,9627],"class_list":["post-43546","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-purchaseprocom-inc","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43546","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43546"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43546"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43546"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43546"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}