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Home My WebLink About12-12-07 ...J 15056041125 REV-1500 EX (06-05) PA Department 01 Revenue '* Bureau oflndividual Taxes INHERITANCE TAX RETURN PO BOX 280601 Harrisburll, PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death OFFICIAL USE ONLY County Code Year 2 1 0 7 File Number 00256 Date of Birth 515802779 12162 006 10051965 KORANDA MICHAEL MI A Decedent's Last Name Suffix Decedent's First Name (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix KORANDA JULIE MI A Spouse's First Name Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW [2g 1. Original Return o 4. Limited Estate o o 2. Supplemental Return o o 3. Remainder Return (date of death prior to 12-13-82) 5. Federal Estate Tax Return Required 4a. Future Interest Compromise (date of death after 12-12-82) 7. Decedent Maintained a Living Trust (Attach Copy of Trust) 10. Spousal Poverty Credit (date of death 0 11. Election to tax under Sec. 9113(A) between 12-31-91 and 1-1-95) (Attach Sch. 0) CORRESPONDENT - THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number 6. Decedent Died Testate (Attach Copy of Will) 9. Litigation Proceeds Received o o o o 8. Total Number of Safe Deposit Boxes I V 0 V. o T T 0 I I I t E S QUI R 717 243 3 341 I'-J ~ .--:) ,", Firm Name (If Applicable) 1 0 E A S T H I G H STREET REGIS'tER(Of WILLS US!! ONLY: '-':'; C ,'" ,',-', 1'1 " C') ~-) .C". 'Tl ~;~I 5~ N MARTSON LAW OFFICES Second line of address ..... .-10"" First line of address City or Post Office State ZIP Code .; ~~:~; ~f; .:. )-53 '" --I P DATE FILED " r -I CAR LIS L E P A 17013 Correspondent's e-mail address: MECHANICSBURG HIGH STREET CARLISLE PLEASE USE ORIGINAL FORM ONLY PA 17013 Side 1 L 15056041125 15056041125 -.J --.J 15056042126 REV-1500 EX Decedent's Social Security Number Decedent's Name: MICHAEL A. KORANDA RECAPITULATION 515802779 1. Real estate (Schedule A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 1. 2. Stocks and Bonds (Schedule B) .................................. 2. 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) ..... 3. 4. Mortgages & Notes Receivable (Schedule D) ....................... . 4. 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) 5. 2 1 9 0 0 o . 0 0 ...... . 6. Jointly Owned Property (Schedule F) o Separate Billing Requested . . . . . . . 6. 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property O. 0 0 (Schedule G) 0 Separate Billing Requested . . . . . . . 7. 8. Total Gross Assets (total Lines 1-7) 8. 2 1 9 0 0 o . 0 0 .......................... . 9. Funeral Expenses & Administrative Costs (Schedule H) 9. 2 8 2 3 4. 4 0 ............... . 10. Debts of Decedent. Mortgage Liabilities, & Liens (Schedule I) . . . . . . . . . . . . 10. 3 8 6 7 9 . 8 9 11. Total Deductions (total Lines 9 & 10) . . . . . . . . . . . . . . . . . . . . . . . . . . . 11. 6 6 9 1 4 . 2 9 12. Net Value of Estate (Line 8 minus Line 11) . . . . . . . . . . . . . . . . . . . . . . . . . 12. 1 5 2 0 8 5 . 7 1 13. Charitable and Governmental Bequests/See 9113 Trusts for which an election to tax has not been made (Schedule J) . . . . . . . . . . . . . . . . . . 13. 14. Net Value Subject to Tax (Line 12 minus Line 13) . . . . . . . . . . . . . . . . . . 14. 1 5 2 0 8 5. 7 1 TAX COMPUTATION - SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 9 (a)(1.2) X .OOL 1 0 4 2 . 8 5 15. O. 0 0 16. Amount of Line 14 taxable 6 1 0 4 2 . 8 6 2 4 at lineal rate X .012- 16. 7 6 . 9 3 17. Amount of Line 14 taxable o . 0 0 o . 0 0 at sibling rate X .12 17. 18. Amount of Line 14 taxable o . 0 0 o . 0 0 at collateral rate X .15 18. 19. Tax Due . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19. 2 7 4 6 . 9 3 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT o Side 2 L 15056042126 15056042126 ....J REV -1500 EX Page 3 ". Decedent's Complete Address: File Number 21 07 00256 DECEDENT'S NAME MICHAEL A. KORANDA STREET ADDRESS 192 MEADOW LANE CITY I STATE I ZIP MECHANICSBURG PA 17055 Tax Payments and Credits: 1. Tax Due (Page 2 Line 19) (1) 2. Credits/Payments A. Spousal Poverty Credit 8. Prior Payments C. Discount 2,746.93 Total Credits (A + 8 + C) (2) 0.00 3. InteresVPenalty if applicable D. Interest E. Penalty 52.35 TotallnteresVPenalty (0 + E) (3) 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Fill in oval on Page 2, line 20 to request a refund. (4) 52.35 5. If Line 1 + Line 3 is greater than Une 2, enter the difference. This is the TAX DUE. (5) 0.00 2,799.28 8. Enter the total of Une 5 + 5A. This is the BALANCE DUE. (5A) (58) A. Enter the interest on the tax due. 2,799.28 Make Check Payable to: REGISTER OF WILLS, AGENT PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred; ...................................................................... D IX! b. retain the right to designate who shall use the property transferred or its income; ............................... D IX! c. retain a reversionary interest; or ................................................................................................ D IX! d. receive the promise for life of either payments, benefits or care? ....................................................... D IX! 2. If death occurred after December 12,1982, did decedent transfer property within one year of death without receiving adequate consideration? ....................................................................................... D IX! 3. Did decedent own an 'in trust for' or payable upon death bank account or security at his or her death? ......... D IX! 4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which contains a beneficiary designation? .................................................................................................. IX! D IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1, 1994 and before January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is three (3) percent [72 P.S. ~9116 (a) (1.1) (i)). For dates of death on or after January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is zero (0) percent [72 P.S. ~9116 (a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax retum are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: The tax rate imposed on the net value of transfers from a deceased child twenty-one years of age or younger at death to or for the use of a natural parent, an adoptive parent, or a stepparent of the child is zero (0) percent [72 P.S. ~9116(a)(1.2)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is four and one-half (4.5) percent, except as noted in 72 P.S. 99116(1.2) [72 P.S. 99116(a)(1)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is twelve (12) percent [72 P.S. 99116(a)(1.3)]. A sibling is defined, under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. REV-1508 EX + (6-98) *' SCHEDULE E CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF MICHAEL A. KORANDA FILE NUMBER 21 07 00256 Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly-owned with right of survivorship must be disclosed on Schedule F. ITEM NUMBER 1. DESCRIPTION Proceeds from sale of interest in Tomasko & Koranda, P.C. per Stock Redemption Agreement attached 2. 2005 Ford F150 Lariat 4x4 pickup 3. 2005 Lexus LS430, actual sale price VALUE AT DATE OF DEATH 160,000.00 18,000.00 41,000.00 TOTAL (Also enter on line 5, Recapitulation) $ (If more space is needed, insert additional sheets of the same size) 219000.00 REV-1S10 EX + (6-98) *' COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF MICHAEL A. KORANDA SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY FILE NUMBER 21 07 00256 This schedule must be completed and filed if the answer to any of questions 1 through 4 on the reverse side of the REV-1500 COVER SHEET is yes. DESCRIPTION OF PROPERTY ITEM INCLUDE THE NAME OF THE TRANSFEREE. THEIR RELATIONSHIP TO DECEDENT AND DATE OF DEATH % OF DECD'S EXCLUSION TAXABLE NUMBER THE DATE OF TRANSFER. ATTACH A COPY OF THE DEED FOR REAL ESTATE. VALUE OF ASSET INTEREST VALUE (IF APPUCABLE) 1. Michael A. Koranda CGM Simple IRA, SmithBamey account No. 97,403.21 O. 0.00 724-61327-11400; beneficiary: Julie A. Koranda, spouse TOTAL (Also enter on line 7 Recapitulation) $ 0.00 (If more space is needed, insert additional sheets of the same size) REV-1511 EX + (12-99) *' COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF MICHAEL A. KORANDA SCHEDULE H FUNERAL EXPENSES & ADMINISTRATIVE COSTS FILE NUMBER 21 07 00256 Debts of decedent must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: 1. Ma1pezzi Funeral Home, Mechanicsburg, P A 8,978.40 2. Catholic Cemeteries, Diocese of Harrisburg, 2,450.00 3. Gingrich Memorials, Mechanicsburg, P A 1,950.00 4. Funeral Luncheon 996.00 B. ADMINISTRATIVE COSTS: 1. Personal Representative's Commissions Name of Personal Representative (s) Social Security Number(sVEIN Number of Personal Representative(s) Street Address City State Zip Year(s) Commission Paid: 2. Attorney Fees MARTSON LAW OFFICES (Estimated) 10,000.00 3. Family Exemption: (If decedenfs address is not the same as claimanfs, attach explanation) 3,500.00 Claimant Julie A. Koranda Street Address 192 Meadow Lane City Mechanicsburg State P A Zip 17055 Relationship of Claimant to Decedent Wife 4. Probate Fees Register of Wills of Cumberland County 295.00 5. Accountanfs Fees 6. Tax Return Preparer's Fees 7. Register of Wills, filing fee, Inheritance Tax Return 15.00 8. Register of Wills, additional probate fee 50.00 TOTAL (Also enter on line 9, Recapitulation) $ 28 234.40 (If more space is needed, insert additional sheets of the same size) REV-1512 EX + (12-03) '* SCHEDULE I DEBTS OF DECEDENT, MORTGAGE LIABILITIES, & LIENS COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF MICHAEL A. KORANDA FILE NUMBER 21 07 00256 Report debts incurred by the decedent prior to death which remained unpaid as of the date of death, including unreimbursed medical expenses. ITEM NUMBER 1. DESCRIPTION VALUE AT DATE OF DEATH 38,679.89 u.s. Bank, Account No. 0511-069-979, outstanding balance on Lexus, principal and accrued interest TOTAL (Also enter on line 10, Recapitulation) $ (If more space is needed, insert additional sheets of the same size) 38 679.89 ,,,,-,,d"'. ',* COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF MICHAEL A. KORANDA SCHEDULE J BENEFICIARIES RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY Do Not List Trustee(s) OF ESTATE I. TAXABLE DISTRIBUTIONS [include outri~ht spousal distributions, and transfers under Sec. 9116 (a (1.2)] 1. Julia A. Koranda Spousal 91,042.85 192 Meadow Lane Mechanicsburg, P A 17055 2. Lauren R. Koranda Lineal 20,347.62 192 Meadow Lane Mechanicsburg, P A 17055 3. Natalie E. Koranda Lineal 20,347.62 192 Meadow Lane Mechanicsburg, P A 17055 4. Joseph M. Koranda Lineal 20,347.62 192 Meadow Lane Mechanicsburg, P A 17055 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18, AS APPROPRIATE, ON REV-1500 COVER SHEET n. NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAXIS NOT BEING MADE 1. B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS 1. TOTAL OF PART II - ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET $ FILE NUMBER 21 07 00256 (If more space is needed, insert additional sheets of the same size) Mar. 9. 2007 4:34PM S & z No. 9419 P. 4 STOCK REDEMPTION AGREEMENT This Agreement is entered into as of March 16, 2007, by and between TOMASKO & KORANDA, P.C., a Pennsylvania professional corporation (the "Company"), and JULIE A. KORANDA ("J. Koranda") individually and in her fiduciary capacity as executor of the ESTATE OF MICHAEL A. KORANDA (the "Estate") (1. Koranda and the Estate are collectively referred to herein as the "Seller"). PREAMBLE: WHEREAS, the Seller in the aggregate owns fifty (50) shares of the issued and outstanding capital stock of Company (the "Seller Stock"); and WHEREAS, this Agreement contemplates a transaction in which the Company will purchase from the Seller, and the Seller will sell to the Company, all Seller Stock in return for cash. NOW, TIIEREFORE. in consideration of the premises and the mutUal promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows. 1. Purchase and Sale of Seller Stock. (a) Basic Transaction. On and subject to the terms and conditions of this Agreement, the Seller shall sell, grant, convey, transfer, assign and deliver to the Company, and the Company shall purchase from the Seller, all Seller Stock free and clear of all. liens, encwnbrances. claims and charges of every kind, in reliance upon the representations and warranties of the Seller in this Agreement, and as consideration therefor, shall pay the Purchase Price to the Seller as set forth below in Subsection (b) of this Section 1. (b) Purchase Price. The Company agrees to pay to the Seller at the Closing $160,000.00 (the "Purchase. Pricell) in cash, in certified funds or other immediately available funds. In addition, J. Koranda shall timely elect and the Company shall pay the monthly COBRA health insurance premiums for J. Koranda through July 31. 2007, in an amount not to exceed a total ofS2.418.96 for all months combined. (c) The Closing. The closing of the transactions contemplated by this Agreement (the IIClosing") shall be effective on Fridav. March 16. 2007 (the "Closing Date"), provided all the deliveries required under subsection (d) of this Section I have been received on or before Thursday. March 15.2007 (the "'Delivery Date'') (d) Pre-Closing Deliveries. On or before the Delivery Date. Seller sball deliver to Gregory S. Chelap, Esq., at the address set forth in Section 4(h) below, the following: (i) two fully executed original copies of this Agreement; (ii) two fully executed original copies of that certain T &K Associates Partnership Interest Redemption Agreement in the form of EXHIBIT A, attached hereto; (Hi) the Company stock certificates representing I SeH. E:.:J:~ ~ar, 9. 2007 4:34PM S & Z No.9419 P. 5 all Seller Stock, endorsed in blank or accompanied by duly executed assignment documents; and (iv) a stock power in the form of EXHIBIT B, attached hereto. (e) Closing Deliveries. On the Closing Date, Company shall deliver to Seller the following: (i) one fully executed original copy of this Agreement; (ii) one fully executed original copy of that certain T &K Associates Partnership Interest Redemption Agreement in the form of EXHIBIT A. attached hereto; and (ill) the consideration specified in Section I (b) above. 2. Representations and Warranties Concerning the Transaction: Indemnification. (a) Rcnresentations and Wmanties of the Seller. The Seller represents and warrants to the Company that the statements contained in this Section 2(a) are correct and complete as oftbe Closing Date. (i) Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform her or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The Seller Stock represents all Seller's right, title and interest in and to the Company. (ii) Financial Information. The Seller has received copies of (A) the unaudited balance sheets of the Company as of December 31 lit in each of the years 2001 through 2006; and the related statements of income of the Company for the fiscal years ended on such dates, compiled by the Company's independent public accountants; and (B) the Company's income tax returns for years 2001 through 2005. The Seller has had the opportunity to ask questions of the Company's independent public accountants and has had access to all relevant inforination about the condition, ftnancial and other, of the Company in making his decision to sell the Seller Stock to the Company. The Seller acknowledges and agrees that the Purchase Price was negotiated between the parties at arms' length and is fair. (iii) ~. Seller shall be responsible for filing any and all tax returns required for Seller in connection with this Agreement and Seller's ownership interest in and employment by Company, and that neither the Company, nor any of its shareholders, officers or employees shall be responsible for payini any federal, state or local taxes artributable to Seller, except as otherwise expressly provided herein. (b) Representations and Warranties of the Comnaoy. The Company represents and warrants to the Seller that the statements contained in this Section 2(b) are correct and complete as of the Closing Date. 2 Mar. 9. 2007 4:34PM S & z ~o. 9419 P. 6 (i) Organization of the Company. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. (ll) Authorization of Transaction, The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereWlder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions. The Company need. not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to coIlSUIIlI1la1e the transactions contemplated by this Agreement. (c) Survival ofRCj)resentations. Wartanties and Agreements. All representations, warranties and agreements made by the Seller and the Company in this Agreement shall survive the execution and delivery of this Agreement. (d) Indemnification by the Seller. The Seller shall defend, indemnify and hold the Company hannless from and against all actual claims, demands, liabilities, damages, losses and out-of-pocket expenses including reasonable fees and disbursements of counsel, ifreduced to judgment, order or award. caused by or arising out of the breach of any agreements of or any representation or warranty made by the Seller in this Agreement. (e) Indemnification by the Comnany. The Company shall defend, indemnify and hold the Seller harmless from and against all actual claims, demands, liabilities, damages, losses and out-of-pocket expenses including reasonable fees and disbursements of cOWlsel, if reduced to judgment, order or award, caused by or arising out of the breach of any agreements of or any representation or warranty made by the Company in this Agreement 3. Post-ClosinfJ Covenants. In consideration for the payment to Seller of the Purchase Price, the Estate and J. Koranda, jointly and severally, agree as follows with respect to the period following the Closing. (8) General. In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, the Estate and J. Koranda will take such further action (including the execution and delivery of such further instruments and documents) as the Company reasonably may request. (b) General Release. The Estate and J. Koranda agree to forever release and discharge Company and its owners, employees, agents, accountants, attorneys, successors and assigns, past and present, collectively or individually, and any and all other persons, firms and corporations, associations or partnerships, whether herein named or referred to or not (including Ronald T. Tomasko, and Skatlatos & Zonarich LLP and Gift & Associates CPA's, and their respective owners and employees), of and from any and all claims, demands, causes of action, losses and expenses of every nature whatsoever, known or unknown, that Seller ever had, now has or hereafter may have, arising out of or 3 Mar. 9. 2007 4:34PM S & z ~o.9419 P.7 in conjunction with (i) Seller's ownership of the Seller Stock; (ii) Michael A. Koranda's employment with Company; and (Hi) J. Koranda's employment with Company or termination thereof. Without limiting the generality hereof, this general release covers claims or causes of action based upon torts (such as, for example, negligence, fraud, defamation, wrongful discharge); express and implied contracts (except this Agreement); federal, state or local statutes and ordinances, including those which regulate employment practices, including without limitation all claims of wrongful discharge, breach of contract, tort, intentional infliction of emotional distress, breach of alleged implied covenant of good faith and fair dealing, invasion of privacy, defamation, and age or sex discrimination, or discrimination based on any other ground, including but not limited to those arising under the Age Discrimination in Employment Act, as amended, the Older Worker Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Occupational Safety and Health Act, and the Family and Medical. Leave Act of 1993, the Fair Debt Collection and Credit Reporting Act, Consolidated Omnibus Budget and Reconciliation Act, all as amended, and all federal, Pennsylvania and Harrisburg equal employment, fair employment, civil or human rights laws, codes and ordinances, and any and all related retaliation actionsl charges regardless of whether such claims are past, present, or future, personal or representative, known or unknown, or arising out of any oC(:unence to date, and expressly including but not limited to any liability arising out of or in connection with the employment, if any, of J. Koranda by the Company, or her termination and claims for attorney's fees and costs, and any and all forms of compensation, including without limitation any incentive awards or bonuses, relating to such employment, other than as set forth in Paragraph 1 (b) of this Agreement. . . It is expressly agreed and unde.rstood that this Agreement is a general release. (c) Covenant Not to Sue. The Estate and J. Koranda will not bring any action, suit or administrative proceeding or request contesting the validity of this Agreement or attempting to negate, modifY or reform. it, nor will the Estate or J. Koranda sue Company or its owners, employees, agents, accountants, attorneys, successors and assigns, past and present, collectively or individually, or any and all other persons, :firms and corporations, associations or partnerships, whether herein named or referred to or not (including Ronald T. Tomasko, and Skarlatos & Zonarich LLP and Gift & Associates CPA's, and their respective owners and employees). for any reason arising out of (i) Seller's ownership of the Seller Stock; (ll) the Michael A. Koranda's employment with Company; and (ill) J. Koranda's employment with Company or termination thereof. The Estate's and J. Koranda's sole relief for any employment-related claim will be for breach of this Agreement. Any breach for this Covenant Not to Sue shall be deemed a material breach of this Agreement. (d) Nondisparaiement. Neither 1. Koranda nor Company will make any statements or engage in any conduct which would disparage or defame Ronald T. Tomasko or otherwise impugn Ronald T. Tomasko's reputntion or business, professional or ethical conduct Any breach of this provision shall be deemed a material breach of this Agreement. 4 'Aar. 9. 2007 4:35PM S & Z No.9419 P.8 4. Miscellaneous. (a) BindinlZ Nature of Agreement: No AssiiJllllent. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns, except that Seller may not assign or transfer Seller's rights or obligations under this Agreement without the prior written consent of Company. (b) Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect (c) Headings: Background / Preamble. The headings in this Agreement are solely for convenient reference and shall not be deemed to affect the meaning or interpretation of any article, section, or paragraph hereof; provided, however, that the Background / Preamble of this Agreement shall be incorporated and may be used to interpret any article, section, or paragraph hereof. (d) Schedules and Exhibits. Any Schedules and Exhibits attached hereto are hereby incorporated by reference into. and made a part of, this Agreement. ( e) Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that any other provision may be invalid or unenforceable in whole or in part for any reason. Any tenn or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the reD'l~ining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction decllU'es that any term. or provision hereof is in'V3.lid or unenforceable. the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision. to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (1) Section References. Unless otherwise stated specifically, references herein to Sections shall be to Sections of this Agreement (g) Gender. Etc. Words used herein, reglU'dless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or pluralt and any other gender, masculine. feminine or neuter, as the context indicates is appropriate. (h) Notices. All notices and other communications hereunder shall be in writing and shall be sent by certified mail, postage prepaid, return receipt requested; by 5 lAa r. 9. 2007 4: 35PM S & Z No.9419 P. 9 an overnight express courier service that provides written confirmation of delivery; or by facsimile with confirmation, addressed as follows: If to Company: With a copy to: If to Seller: With a copy to: Ronald T. Tomasko, President Tomasko & Koranda, P.C. 219 State Street Harrisburg, PA 17101 Gregory S. Chelap, Counsel to Ronald T. Tomasko Skarlatos & Zonarich LLP 17 S. Second Street, 6th Floor Harrisburg. PA 17101 Julie A. Koranda 192 Meadow Lane Mechanicsburg, P A 17055 W. Scott Henning, Counsel to Julie A. Koranda and the Estate of Michael A. Koranda Handler Henning & Rosenberg 1300 Linglestown Road Harrisburg, P A 17110 Any notice so given, shall be deemed to be delivered on the third business day after the same is deposited in the United States Mail; on the next business day if sent by overnight courier; or on the same business day if sent by facsimile before the close of business; or the next business day, if sent by facsimile after the close of business. Any party may change its address for receiving notice by giving notice of a new address in the manner provided herein. (i) Governing Law. This Agreement shall be interpreted and enforced in accordance with the substantive laws of the CoIIltllonwealth of Pennsylvania, without reference to the principles governing the conflicts of laws applicable in that or any other jurisdiction. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement sball be brought against any of the parties only in the courts of the Commonwealth of Pennsylvani~ County of Dauphin, or, if it has or can acquire the necessary jurisdiction, in the United States District Court for the Middle District of Pennsylvania, and each of the parties consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and irrevocably waives any objection to venue laid therein. G) Waiver Under Older Worker Benefit Protection Act. The parties agree that J. Koranda was informed that she had at least twenty-one (21) days to consider the portion of this Agreement related to employment and had an additional seven (7) days within which to revoke this Agreement. J. Komnda has consulted with her attorney, W. Scott Henning Esq. of Harrisburg with regard to the entire Agreement, prior to executing it, and has knowingly and volwItarily waived both the consideration and the revocation periods for the portion of this Agreement related to employment after said consultation. 6 ~1ar, 9. 2007 4:35PM S & Z No.9419 P. 10 This knowing and voluntary waiver after legal consultation allows her to expeditiously resolve the overall issues related to the Company and T &K Associates Partnership Interest Redemption Agreement which resulted from her husband's untimely death. [Signature Page Follows) 7 ~ar. 9. 2007 4:35PM S & Z ~o, 9419 P. 11 IN WITNESS WHEREOF. the Parties hereto have executed this Agreement as of the date first above written. WITNESS/ATTEST: COMPANY: TOMASKO & KORANDA, p.e. By: Name, Title: Ronald T. Tomasko. President SELLER: Julie A. Koranda, individually and in her capacity as Executor of the Estate of Michael A. Koranda 8 .cm~!~,~(!~ LOAN STATEMENT Page 1 of 1 U.S. BANK 0300 flORIDA METRO-INDIRECT LENDING PO BOX 790179 ST. LOUIS MO 63179-0179 (800) 872-2657 Account Summary Jan. 12,2007 Account Number: Maturity Date: Ending Balance: Total Minimum Amt. Due: Payment Due Date: 0000-0511-069-979 Aug. 01,2010 $37,882.73 $964.26 Feb. 1. 2007 2472P2 T332 PO ,...",...,...""......"..."...".."..,.,....",.,..'1...1 MICHAEL A KORANDA TOMASKO KORANDA PC 219 STATE ST HARRISBURG PA 17101-1135 If you do not l=1ay the Total Minimum Amount Due by the Payment Due Date. you may be subject to late charges whIch will appear on your next statement. IMPORTANT MESSAGES Please use the coupon at the bottom of the first page when making your payment. Each time you or anyone who pays your bill sends a personal check with this payment coupon, you authorize us to p'rocess that payment by electronic debit to your account. Your checking account will be debited in the amount on the check and that check will be destroyed. If you have guestions concerning your LOAN STATEME~ or if you wish to decline the electronic payment service, please contact U.S. Bank 24-Hour Banking toll free at 1-800-USBANKS \1-800-872-2657). If you have already informed us of your choice, it remains in effect. Thank you for choosing U.S. Bank. We look forward to meeting all of your future financial needs. For billing Inquiries write to us at U.S. Ban~ P.O. Box 2188, Oshkosh WI 54903-2188. Please note that call1ngus will not preserve your billing rights. to prohibit us from sharing information about you with our affiliates, please send a written notice with your name, adaress, and social security number to U.S. Bank, P.O. Box 1800, St. Paul MN 55101. LOAN DETAIL Maturity Date August 1, 2010 Current Balance $37,882.73 Payment Summary Principal Bal. Due: Finance Charges: Minimum Amt. Due: $777.81 $186.45 $964.26 Transaction Summary Date Transaction Description Principal Interest Dec. 13 Beginning Balance Dec. 27 $964.26 Payment - Thank You Jan. 12 Ending Balance Other $38,661.99 $779.26 - $37,882.73 $185.00 - End of Statement G) EqUQ/ Housing Lenaer /r -L. . <1- / I :"> - #/7 q) 12_ II~ h (~ - I:~ 'J 00 7 31 '-J .) - '5~H. I.... r..~ J J b~ ~lo.cD 'Pd d~O ,00 )\P D 50 -pc' \?\ \ ~l ol