tem 1 . Legal Proceedings.
In June 2013, prior to our divestiture of our SmartID division, Merwell Inc., or Merwell, filed a claim against us before an agreed-upon arbitrator alleging breach of contract in connection with certain commissions claimed to be owed to Merwell with respect to the division’s activities in Tanzania. These activities, along with all other activities of the SmartID division were later assigned to and assumed by SuperCom, in its purchase of the division. SuperCom undertook to indemnify the Company and hold it harmless against any liabilities the Company may incur in connection with Merwell’s consulting agreement and the arbitration. An arbitration decision was issued on February 21, 2016, awarding Merwell approximately $854,912 for outstanding commissions, subject to further evaluation. The arbitration decision is being appealed and is thus not yet ripe for enforcement. Regardless, as mentioned above, SuperCom is liable for all costs and liabilities arising out of this claim.
As previously reported on our Quarterly Report on Form 10-Q, our Current Report on Form 8-K and our Annual Report on Form 10-K filed with the SEC on November 16, 2015, December 30, 2015 and March 28, 2016, respectively, we filed a claim for breach of contract against SuperCom in the District Court in Lod, Israel, and SuperCom filed a counter-claim against us for breach of contract and in connection with certain representations we made, all with respect to the sale of our SmartID division to SuperCom in 2013 under a certain Asset Purchase Agreement, or the APA, we signed with SuperCom.
On April 20, 2016, SuperCom and we jointly made a motion to the court to end and dismiss all related legal proceedings and notified the court that the parties had settled their claims. Pursuant to the settlement, each party waived certain claims against each other and SuperCom (i) has paid us $2.05 million on account of earn-out which will be recorded in the second quarter of 2016, and (ii) will pay us up to $1.5 million in accordance with and subject to a certain earn-out mechanism previously stipulated in the APA. SuperCom’s payment of the amounts set forth in the settlement completes SuperCom’s payment obligations under the APA with respect to the purchase price for the purchase of the Smart ID division. |