Release Of Liability And Indemnity Agreement: Fill & Download for Free

Welcome to Earth. Please sign the following release and waiver of liability and indemnity form agreement.Humans are well known and documented to kill for the simplest reasons imaginable.Enjoy your stay :)

About 20 years ago, I was representing an electric utility that many years earlier maintained its headquarters in a rural area that subsequently became a very busy part of the city. In the early 80s, the headquarters building and several acres of property had grown in value so the utility decided to sell the property and relocate to an area with less traffic and more room. The property was sold to an auto dealership pursuant to a lease-purchase agreement, with the understanding that after the ten-year term of lease expired, the car dealership would pay the balance due and take title to the property.When the ten-year deadline arrived, the dealership began the process of obtaining the necessary financing required to pay off the balance. To no surprise, the lender conditioned its loan to the dealership on receipt of a clean environmental Phase I site assessment. I knew that was bad.In the years that the utility had owned the property and maintained its headquarters on the site, it was a common practice to bury trash and other objects on the property, many of which are now considered toxic. That was in the years before the PCBs found in numerous components of an electrical system, including capacitors and transformers, were understood to be carcinogens. When the results of the Phase I Site Assessment came in, it was ugly. Numerous indicators of the presence of contaminants dictated that a Phase II assessment and site cleanup would be required. Ground-penetrating radar revealed the existence of several buried dump sites and the utility was faced with bearing the cost of a site cleanup or a breach of the lease-purchase agreement and millions of dollars in damages.The site cleanup process began. The “burial sites” were excavated, the contaminants and contaminated soil were removed and the excavation sites were back-filled with “clean” dirt. As the process went forward and the cost of the cleanup and remediation escalated, it occurred to me to check the utility’s old liability insurance policies to see if there might be coverage for some of the cleanup expenses. I was able to locate policies for 1967–1975 (the utility entered into the lease-purchase agreement in 1975). To no surprise, the policies had environmental contamination exclusions (and specifically, coverage exclusions for environmental contamination of the insured’s property caused by the insured), except, that is, the liability policy from 1969. For some reason which I was never able to determine, the policy in effect in 1969 had no environmental exclusion for contamination caused by the insured, whether such contamination was of property of a third party or property of the insured.After finding that the 1969 policy did not contain the environmental contamination exclusion, and satisfying myself that coverage under the policy was provided on an “occurrence” basis (coverage was provided for incidents which occurred during the policy period, without regard to the passage of time between the incident, discovery of the incident and the date of the claim), I decided to contact the utility’s CEO to propose making a claim under the 1969 policy.I learned that the utility’s CEO was at the site, checking on the progress of the cleanup, so I drove to the site to tell him about my discovery. I found the man standing near the back of the property, looking at the many excavation holes and all the excavated materials rapidly piling up, with a forlorn look on his face. Obviously, the cleanup was becoming an expensive proposition. I told the CEO about the 1969 policy and pitched to him my theory of recovery, suggesting that we should make a claim for the cleanup cost against the liability insurance carrier who wrote the 1969 policy. I reasoned that under a worse-case scenario (and most likely), the insurance carrier would deny coverage. I also pointed out the possibility that we might be able to recover some portion of the cleanup cost. Given my young age and relative inexperience, he gave me a rather dubious look and asked whether I really thought an insurance company would provide coverage for damages to the utility’s property that was caused by its own actions that were undertaken over 20 years earlier. With unwarranted confidence, I told him that there was a reason that the other policies I had found and reviewed contained an environmental contamination exclusion and thus, there must be a reason why the 1969 policy did not contain the exclusion. I further explained that the insurance policy was written by the carrier and would be construed against the carrier. As he thought about what I was proposing, an employee of the utility overseeing the cleanup walked over to where we were standing and said, “Look what I found at the bottom of the hole we are digging.” He handed the CEO a rusty license plate dated 1969.With the license plate as evidence (and a sign from God), I sent a demand letter to the insurance company seeking indemnity under the 1969 policy for the cost of the cleanup which was quickly approaching $1.5 million. To no surprise, the carrier did not respond. I then consulted with the CEO (who didn’t like being ignored anymore than I did) and secured his consent to file suit against the carrier, seeking indemnity, bad faith damages and attorneys fees. That got the attention of the carrier and generated a response. The carrier’s answer to my suit was an incredulous denial, together with a suggestion that my demand and subsequent suit were frivolous.I no longer recall the exact sequence of events but after several months and the exchange of various pleadings, by which time the cleanup had been completed at a cost of $2.1 million, one day I received a phone call from the carrier’s general counsel, along with a vice president. After the customary exchange of pleasantries, the carrier’s vice president stated emphatically that the company would never pay such a ridiculous claim and that they were not in the business of paying their insureds to contaminate their own property. Before the words, “Well, why the hell are you calling me?” could formulate in my mind, the V.P. continued, “While we will never pay a claim such as this one, we find the risk of being haled into court every time an issue arises which implicates our coverage obligations for actions your client took in 1969 to be unacceptable (because such claims are so frequently asserted, no doubt). We are no longer willing to accept exposure to such risk. Accordingly, we propose to buy out of all of our risk and liability under the 1969 policy by paying your client the sum of $2.1 million.” After making sure I fully understood his offer (I did), I calmly told him that I would discuss the offer with my client. I silently prayed I could reach the CEO and obtain his approval before the insurance execs changed their minds.I called the CEO and explained the phone call and offer. Three times. The insurance company would not pay the utility’s claim, but it was willing to pay the utility $2.1 million (the cost of the cleanup), in return for which, the utility would sign a Release of Liability, agreeing that the utility could never again assert a claim against, or seeking coverage from, the insurance carrier for any liability attributable to any act of the utility occurring in 1969 (25 years earlier). We both agreed that the offer was immensely fair. His only words to me following his grant of consent to the settlement was, “Hurry!” It was the craziest suit in which I was ever involved.

Here's a pretty comprehensive list, but use some of your high cash flow to get a lawyer. You don't want to screw this up.Copies of charter documents and by-laws of the Company with all amendments to date;All minutes of meetings (or written consents) of the Board of Directors, committees of the Board of Directors and shareholders of the Company since inception;All agreements, memoranda and offering materials pursuant to which any person has purchased or has the right to purchase securities of the Company;All agreements under which any person has registration rights, preemptive rights or rights of first refusal for shares of any class of shares of the Company;All share option, warrant or other agreements granting the right to purchase any securities of the Company;The share record books of the Company and all shareholders’ agreements, voting trusts or other agreements pertaining to, or restricting the sale, transfer or voting of, shares of the Company;A schedule of all direct and indirect subsidiaries and affiliates of the Company (including minority-owned subsidiaries and affiliates), all owners of securities of such subsidiaries and affiliates and the number of shares held;A schedule of all material transactions involving the Company and any shareholder, director or officer or any other affiliate of the Company and any agreements pertaining to the foregoing, including any share purchase agreements, lease agreements, management agreements, indemnity agreements and loans to or by an officer, shareholder or director;All employment and consulting agreements to which the Company is a party.All profit-sharing, pension, bonus, incentive, superannuation or other similar compensation or retirement plans or arrangements, medical and insurance plans or any other employee benefit agreements, whether formal or informal, and any determination letters relating thereto and drafts of any similar or proposed plan.All loan agreements, line of credit agreements, indentures, mortgages or other debt instruments or arrangements (including, without limitation, any guarantees or obligations of other persons), and any documents pertaining thereto, including, without limitation, all security agreements, notices, waivers, extensions and modifications, and any proposed amendments thereto;Copies of any debt compliance letters provided by the Company (or its Auditors) and supporting calculations;All agreements involving the pledge, hypothecation or giving of any security interest in any of the Company’s assets or property or equipment leases;All leases and related agreements pertaining to real property, equipment or other property, products or services of the Company;All deeds, mortgages and title reports and policies for all real property owned by the Company;A schedule of all fixed assets owned by the Company;All marketing, sales or distribution agreements, including proposed agree¬ments;A list of all partners and copies of all partner agreements.All service contracts, research contracts, product development contracts and consulting agreements in connection with the development of any products or services of the Company;Copies of any agreements with sales agents, distributors, resellers, or individuals who have within the past three years provided services to the Company.Any agreements where the Company has been an agent, distributor, or reseller for another firm or product.All joint venture and partnership agreements to which the Company is a party;All confidentiality agreements or non-competition agreements;A schedule showing all United States and foreign patents, trademarks, trade names and copyrights owned, held, or applied for by the Company and all correspondence, reports and notices relating to such patents and the applications therefor;All licenses, assignments and royalty agreements to which the Company is a party, including, without limitation, any such agreements relating to products, know-how, patents, trademarks, trade names and copyrights;Details of any actual or claimed infringement by the Company or its officers of the intellectual property rights of any other person;Details of any existing dispute in respect of the intellectual rights owned, used or enjoyed by the Company;Confirmation from patent attorneys for the Company confirming the ownership position and/or status of all intellectual property;Copies of all governmental licenses, permits, approvals, authorizations and consents;Copies of market studies made by or for the Company and copies of all articles, brochures and press releases issued by the Company relating to the Company’s business, products or material events issued within the last five years;All pleadings and correspondence and other documents relating to any threatened or pending litigation involving the Company as plaintiff or defendant, as well as copies of all settlement agreements entered into within the last five years relating to any material litigation;A description of any bankruptcy, winding up, proposed winding up, arrangements with creditors, scheme or arrangement, receivership, official management, administration or insolvency, criminal or other judicial proceeding pending, expected or completed within the last ten years involving any of the Company’s officers and directors (including persons nominated to those positions);All agreements with finders, brokers or underwriters;Copies of all material contracts not otherwise covered above;Copies of all counsel’s letters to the Company or to the Company’s accountants with respect to litigation, contingent liabilities and other matters for the last 3 years;Copies of the Company’s audited financial statements for the three most recent fiscal years. Any and all other audited or reviewed financial statements and the name and telephone number of the audit partner and manager who worked on the account;Copies of all management representation letters to, and reports issued by, the Company’s independent accountants;A detailed description of the Company’s capitalization of expenses, including but not limited to software development.Description of any other deferred revenue or expenses or accrued revenues or expenses.All management, marketing, sales, market size and nature or similar reports or memoranda relating to future business plans or projections which have been prepared by or for the Company. Copies of operating plans for current year and next year;A complete list of all customers (paying and non-paying) with annual volume indicated. Copies of any agreements or contracts which govern the relationship with customers, including but not limited to service agreements. The number of new customers acquired each of the last three years. The number of customers lost in each of the last three years;Access to the audit and tax work papers of the Company’s Independent Auditors relating to the most recent year ended.Detailed internal annual financial statements for last 3 years (P+L, Balance Sheet and Cash Flows) This should include budget to actual comparisons, if available, with any related management discussion of results of operations;Detailed monthly internal financial statements for the current and prior year, including budget to actual comparisons, if available, with any related management discussion of results; Forecasted financial statements and cash flow for next 3 years;Copies of any current strategic plans, business plans for board, advisors or potential purchasers.Copy of federal tax returns for last 3 years;List of states in which Company does business and a copy of income, franchise and sales tax returns for each state for last 3 years;Status of federal and state tax examinations, and a copy of any revenue agent reports received in prior examinations;Summary of any tax loss carryforwards available;Analysis of current and deferred tax provision and liability accounts at for last 3 year-ends;Summary list of cash accounts, including list of restrictions;List of investments;Amount of account receivable gross balance and related reserves for last 3 years.Summary of amount of receivable write-offs for last 3 years;Summary of fixed assets by major component at most recent year-end, and most recent interim date;Summary of accrued liabilities at most recent interim date, comparable date of prior year, and last year-end;Estimate of value of any assets or potential liabilities not on the balance sheet;Schedule of any unusual or non-recurring items included in income for the last 3 years;List of identifiable intangible assets, whether reflected on financial statements or not.