Monetary Terms. SignalShare Hospitality shall pay to TIG the total sum of One Million Nine Hundred Eighteen Thousand Four Hundred Sixteen Dollars ($1,918,416.00 - the “Settlement Amount”) as follows: a. Six Hundred Thousand Dollars ($600,000.00) on the closing date of the Merger Transaction. Upon Payment of the Six Hundred Thousand Dollars ($600,000) to TIG, TIG will fully release Roomlinx, ▇▇▇▇▇ and ▇▇▇▇▇▇▇ as set forth in paragraph 9 of this Settlement Agreement, file the Dismissals and Stipulations described in paragraph 6(b) of this Settlement Agreement, consent to the transfer of the rights and obligations described in this Settlement Agreement to SignalShare Hospitality with no recourse against SSI F/K/A Roomlinx (Parent), and release to SignalShare Hospitality the items of the Remaining Stored Equipment described in Exhibit “C” hereto. b. Three Hundred Thousand Dollars ($300,000.00) in consecutive monthly installments of Forty Four Thousand Four Hundred Forty-Four Dollars ($44,444.00) each for the first six (6) months and Thirty Three Thousand Three Hundred Thirty-Six Dollars ($33,336.00) in the seventh (7th) month, which payments shall commence on or before the 30th day after the closing of the Merger Transaction and on the same day of each month thereafter until fully paid. c. One Million Eighteen Thousand Four Hundred Sixteen Dollars ($1,018,416.00), reduced by amounts credited pursuant to paragraph 3 of this Settlement Agreement, within one (1) year of closing of the Merger Transaction, and as TIG releases to SignalShare Hospitality and/or sells to third parties the Remaining Purchased Equipment and the Remaining Stored Equipment, as follows: i. Upon closing of the Merger Transaction, SignalShare Hospitality shall issue and forward to TIG a non-cancellable Purchase Order for all of the Remaining Purchased Equipment and all of the Remaining Stored Equipment not released to SignalShare Hospitality pursuant to paragraph 2(a) of this Settlement Agreement and described in Exhibit “C.” Thereafter, SignalShare Hospitality shall pay for and take delivery of all of the Remaining Purchased Equipment and the Remaining Stored Equipment (except for the Remaining Stored Equipment already released to SignalShare Hospitality pursuant to paragraph 2(a) of this Settlement Agreement, and described in Exhibit “C,” and except for any of the Remaining Purchased Equipment sold to a third party pursuant to paragraph 3 of this Settlement Agreement) within one (1) year. ii. Subject to the provisions of paragraph 3 of this Settlement Agreement, TIG shall release to SignalShare Hospitality specific items of the Remaining Purchased Equipment listed on Exhibit “A” and Remaining Stored Equipment listed on Exhibit “B” upon receipt of a written request specifying the items of such equipment to be released, the date they are to be released, and the identity of any buyer for the equipment. iii. Prior to TIG’s release of any items of the Remaining Purchased Equipment or the Remaining Stored Equipment to SignalShare Hospitality as provided in paragraph 2(c)(ii) of this Settlement Agreement, SignalShare Hospitality shall assign to TIG the right to collect directly from the buyer of that equipment the receivable created by SignalShare Hospitality’s sale of items of the Remaining Purchased Equipment and Remaining Stored Equipment (the “Receivables”). From the buyer’s payment of the Receivables, TIG shall retain the price reflected on Exhibit “A” and/or Exhibit “B” for such equipment before transmitting any extra funds to SignalShare Hospitality. If SignalShare Hospitality requests that items of the Remaining Purchased Equipment and/or Remaining Stored Equipment be released to it without an identified buyer for that equipment, SignalShare Hospitality shall pay TIG the amount reflected on Exhibit “A” and/or Exhibit “B” for that equipment upon delivery (COD). iv. All of the Remaining Purchased Equipment described in Exhibit “A” hereto (unless sold to a third party pursuant to the provisions of paragraph 3 of this Settlement Agreement) and all of the Remaining Stored Equipment shall be retrieved and paid for by SignalShare Hospitality within one (1) year of the closing of the Merger Transaction. v. Interest shall accrue at the rate of six percent (6%) per year on the unpaid balance of $1,018,416.00 commencing August 11, 2014. Except to the extent interest is paid as provided in paragraph 2(c)(vi) of this Settlement Agreement, all accrued and unpaid interest shall be due and payable to TIG one (1) year from the closing of the Merger Transaction. vi. All sums received and retained by TIG as proceeds from sales or releases of the Remaining Purchased Equipment and Remaining Stored Equipment pursuant to paragraph 2(c)(i) through 2(c)(iv) of this Settlement Agreement and all sums credited pursuant to paragraph 3(e) of this Settlement Agreement shall first be applied to the $1,018,416.00 set forth in paragraph 2(c) of this Settlement Agreement, then to the interest due on that amount pursuant to paragraph 2(c)(v) of this Settlement Agreement, and then to any remaining balance due TIG under paragraph 2(b) of this Settlement Agreement until the full Settlement Amount due to TIG under the terms of this Settlement Agreement are paid in full. Once TIG is paid the full Settlement Amount and interest, any of the Remaining Purchased Equipment and/or Remaining Stored Equipment still in the possession of TIG will be released to and retrieved by SignalShare Hospitality within thirty (30) days. vii. All payments due under this Settlement Agreement shall be made in US Dollars payable and delivered to TIG at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
Appears in 1 contract
Sources: Settlement Agreement (Roomlinx Inc)
Monetary Terms. SignalShare Hospitality Infrastructure shall pay to TIG the total principal sum of One Million Nine Hundred Eighteen Nineteen Thousand Four Two Hundred Sixteen Thirty-Nine Dollars and Twenty Cents ($1,918,416.00 1,919,239.20 - the “Settlement Amount”) as follows:
a. Six Four Hundred Thousand Dollars ($600,000.00400,000.00) on the closing date of the Subsidiary Merger TransactionTransaction which shall be paid by SPHC on behalf of SignalShare Infrastructure. Upon Payment payment of the Six Four Hundred Thousand Dollars ($600,000400,000.00) to TIG, TIG will fully release Roomlinx, ▇▇▇▇▇ and ▇▇▇▇▇▇▇ as set forth in paragraph 9 10 of this Settlement Agreement, file the Dismissals and Stipulations described in paragraph 6(b7(b) of this Settlement Agreement, consent to the transfer of the rights and obligations described in this Settlement Agreement to SignalShare Hospitality Infrastructure with no recourse against SSI F/K/A Roomlinx (Parent)Roomlinx, and release to SignalShare Hospitality Infrastructure the items of the Remaining Stored Equipment described in Exhibit “C” hereto.
b. Two Hundred Thousand Dollars ($200,000.00) with interest at six percent (6%) per year in seven (7) consecutive monthly installments of Twenty-Nine Thousand One-Hundred Forty-Five Dollars and Seventy-One Cents ($29,145.71) commencing on or before the 30th day after closing of the Subsidiary Merger Transaction and on the same day of each month thereafter until fully paid.
c. Three Hundred Thousand Dollars ($300,000.00) in consecutive monthly installments of Forty Four Thousand Four Hundred Forty-Four Dollars ($44,444.00) each for the first six (6) months and Thirty Three Thousand Three Hundred Thirty-Six Dollars ($33,336.00) in the seventh (7th) month, which payments shall commence on or before the 30th day after the closing of the Subsidiary Merger Transaction and on the same day of each month thereafter until fully paid.
c. d. One Million Eighteen Nineteen Thousand Four Two Hundred Sixteen Thirty-Nine Dollars and Twenty Cents ($1,018,416.00)1,019,239.20) with interest at six percent (6%) per year accruing since August 11, 2014, reduced by amounts credited pursuant to paragraph 3 4 of this Settlement Agreement, within one (1) year of closing of the Subsidiary Merger Transaction, and as TIG releases to SignalShare Hospitality Infrastructure and/or sells to third parties the Remaining Purchased Equipment and the Remaining Stored Equipment, as follows:
i. Upon closing of the Subsidiary Merger Transaction, SignalShare Hospitality Infrastructure shall issue and forward to TIG a non-cancellable Purchase Order for all of the Remaining Purchased Equipment and all of the Remaining Stored Equipment not released to SignalShare Hospitality Infrastructure pursuant to paragraph 2(a3(a) of this Settlement Agreement and described in Exhibit “C.” Thereafter, SignalShare Hospitality Infrastructure shall pay for and take delivery of all of the Remaining Purchased Equipment and the Remaining Stored Equipment (except for the Remaining Stored Equipment already released to SignalShare Hospitality Infrastructure pursuant to paragraph 2(a3(a) of this Settlement Agreement, and described in Exhibit “C,” and except for any of the Remaining Purchased Equipment sold to a third party pursuant to paragraph 3 4 of this Settlement Agreement) within one (1) year.
ii. Subject to the provisions of paragraph 3 4 of this Settlement Agreement, TIG shall release to SignalShare Hospitality Infrastructure specific items of the Remaining Purchased Equipment listed on Exhibit “A” and Remaining Stored Equipment listed on Exhibit “B” upon receipt of a written request specifying the items of such equipment to be released, the date they are to be released, and the identity of any buyer for the equipment.
iii. Prior to TIG’s release of any items of the Remaining Purchased Equipment or the Remaining Stored Equipment to SignalShare Hospitality Infrastructure as provided in paragraph 2(c)(ii3(d) (ii) of this Settlement Agreement, SignalShare Hospitality Infrastructure shall assign to TIG the right to collect directly from the buyer of that equipment the receivable created by SignalShare HospitalityInfrastructure’s sale of items of the Remaining Purchased Equipment and Remaining Stored Equipment (the “Receivables”). From the buyer’s payment of the Receivables, TIG shall retain the price reflected on Exhibit “A” and/or Exhibit “B” for such equipment before transmitting any extra funds to SignalShare HospitalityInfrastructure. If SignalShare Hospitality Infrastructure requests that items of the Remaining Purchased Equipment and/or Remaining Stored Equipment be released to it without an identified buyer for that equipment, SignalShare Hospitality Infrastructure shall pay TIG the amount reflected on Exhibit “A” and/or Exhibit “B” for that equipment upon delivery (COD).
iv. All of the Remaining Purchased Equipment described in Exhibit “A” hereto (unless sold to a third party pursuant to the provisions of paragraph 3 4 of this Settlement Agreement) and all of the Remaining Stored Equipment shall be retrieved and paid for by SignalShare Hospitality Infrastructure within one (1) year of the closing of the Subsidiary Merger Transaction.
v. Interest shall accrue at the rate of six percent (6%) per year on the unpaid balance of $1,018,416.00 1,019,239.20 commencing August 11, 2014. Except to the extent interest is paid as provided in paragraph 2(c)(vi3(d)(vi) of this Settlement Agreement, all accrued and unpaid interest shall be due and payable to TIG one (1) year from the closing of the Subsidiary Merger Transaction.
vi. All sums received and retained by TIG as proceeds from sales or releases of the Remaining Purchased Equipment and Remaining Stored Equipment pursuant to paragraph 2(c)(i3(d)(i) through 2(c)(iv3(d)(iv) of this Settlement Agreement and all sums credited pursuant to paragraph 3(e4(e) of this Settlement Agreement shall first be applied to the $1,018,416.00 1,019,239.20 set forth in paragraph 2(c3(d) of this Settlement Agreement, then to the interest due on that amount pursuant to paragraph 2(c)(v3(d)(v) of this Settlement Agreement, and then to any remaining balance due TIG under paragraph 2(b3(c) of this Settlement Agreement until the full Settlement Amount due to TIG under the terms of this Settlement Agreement are paid in full. Once TIG is paid the full Settlement Amount and interest, any of the Remaining Purchased Equipment and/or Remaining Stored Equipment still in the possession of TIG will be released to and retrieved by SignalShare Hospitality Infrastructure within thirty (30) days.
vii. All payments due under this Settlement Agreement shall be made in US Dollars payable and delivered to TIG at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
Appears in 1 contract
Sources: Settlement Agreement and Mutual General Release (Roomlinx Inc)