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EXHIBIT 99.01
Settlement and Limited Release Agreement entered into by and between Giant
Group, Ltd., Fidelity National Financial, Inc., and CKE Restaurants, Inc. on
March 21, 1997.
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SETTLEMENT AND LIMITED RELEASE AGREEMENT
THIS SETTLEMENT AND LIMITED RELEASE AGREEMENT ("Agreement") is made and
entered into by and between GIANT GROUP, LTD. ("GIANT"), on the one hand, and
Fidelity National Financial, Inc. ("Fidelity") and CKE Restaurants, Inc.
("CKE"), on the other hand, as of March 21, 1997.
Any reference in this Agreement to a "party" or "the parties" shall
refer to a party or the parties to this Agreement.
This Agreement is entered into with reference to the following facts:
RECITALS
A. Certain disputes (the "Disputes") have arisen between GIANT, on the
one hand, and Fidelity and CKE, on the other hand, concerning a purchase and
standstill agreement made as of April 26, 1996 by and between them (the
"Purchase Agreement").
B. The parties are each desirous of settling and fully and finally
resolving the Disputes concerning the Purchase Agreement.
C. It is not the intent nor the desire of the parties hereto that this
Agreement should in any way interfere with, alter, modify or supersede the
Purchase Agreement, except as expressly set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
obligations and promises hereinafter set forth, IT IS HEREBY AGREED BY THE
PARTIES AS FOLLOWS:
1. OBLIGATIONS AND RELEASES
a. Paragraph 3.b. of the Purchase Agreement is hereby deemed
deleted, null and void. Any and all rights of Fidelity and CKE, and any and all
obligations of GIANT, under said paragraph hereby are fully relinquished and
waived.
b. GIANT, on behalf of its parent corporations, subsidiary
corporations, affiliated corporations, shareholders, officers, directors,
partners, agents, representatives, employees, attorneys, successors,
predecessors, assignees, heirs, and insurers hereby absolutely and forever
releases and discharges Fidelity and CKE, their parent corporations, subsidiary
corporations, affiliated corporations, shareholders, officers, directors,
partners, agents, representatives, employees, attorneys, successors,
predecessors, assignees, heirs, and insurers from any and all claims, demands,
damages, debts, obligations and liabilities arising from the facts,
circumstances
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and representations made by the parties leading to the execution of the
Purchase Agreement by the parties hereto. Nothing in this paragraph shall be
construed as releasing Fidelity and CKE from their obligations under the
Purchase Agreement except as expressly set forth in this Agreement.
c. Fidelity and CKE, on behalf of their parent corporations,
subsidiary corporations, affiliated corporations, shareholders, officers,
directors, partners, agents, representatives, employees, attorneys, successors,
predecessors, assignees, heirs, and insurers hereby absolutely and forever
release and discharge GIANT, its parent corporations, subsidiary corporations,
affiliated corporations, shareholders, officers, directors, partners, agents,
representatives, employees, attorneys, successors, predecessors, assignees,
heirs, and insurers from any and all claims, demands, damages, debts,
obligations and liabilities arising from the facts, circumstances and
representations made by the parties leading to the execution of the Purchase
Agreement by the parties hereto. Nothing in this paragraph shall be construed
as releasing GIANT from any of its obligations under the Purchase Agreement
except as expressly set forth in this Agreement.
2. SUCCESSORS, ASSIGNS AND AFFILIATES
All of the terms and conditions of this Agreement shall be binding
upon, and shall inure to the benefit of the parties, and each of their heirs,
beneficiaries, successors, assigns, subsidiaries and affiliated corporations.
3. REPRESENTATION BY COUNSEL AND INTERPRETATION
The parties, and each of them, at all times material hereto, have had
the opportunity to consult independently with legal counsel of their own
choosing concerning their obligations and rights affected by this Agreement,
its form and content, and the advisability of executing it. therefore, the
parties each acknowledge and agree that this Agreement shall not be deemed to
have been prepared or drafted by one party or another, and that its
interpretation shall not be resolved by any rule of interpretation providing
for interpretation against the drafting party who causes any uncertainty.
4. THIS AGREEMENT IS NOT TO BE CONSTRUED AS AN ADMISSION
Acceptance of this Agreement and the payments and other considerations
referenced herein are neither intended to be nor shall be construed as an
admission of liability on the part of any party to this Agreement, by whom
liability is expressly denied; they are also neither intended to be nor shall
be construed as an admission of any fact.
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5. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties
pertaining to the Disputes as set forth in this Agreement and supersedes all
prior or contemporaneous settlement agreements, understandings, writings,
communications, representations, negotiations, or discussions, whether oral or
written, except as specifically set forth herein. No supplements,
modifications, waivers, or terminations of this Agreement shall be binding
unless executed in writing by the parties to be bound thereby. No waiver of any
provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provisions hereof (whether or not similar, nor shall any such waiver
constitute a continuing waiver, unless otherwise expressly provided). Each
party warrants, promises, and represents that it is not relying upon any oral
representation, promise or statement in executing this Agreement, and that is
not relying upon any promise or representation contained in any other written
agreement, except the Purchase Agreement.
6. HEADINGS
The headings contained in this Agreement have been inserted for
convenience only and in no way define, enlarge or limit the scope or
interpretation of any provision.
7. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute one and the same Agreement.
8. GOVERNING LAW
This Agreement has been made and entered into in Los Angeles County,
California, and shall be construed in accordance with, and be governed by, the
laws of the State of California.
9. UNDERSTANDING THE AGREEMENT
Each of the undersigned (on behalf of himself, herself and the party
for whom they sign) warrants and represents that he/she has full authority to
enter into this Agreement on behalf of the party for whom they sign and to make
it binding in accordance with its terms and that he/she has read, understands,
and agrees fully to all of the terms and conditions of this Agreement. Each of
the parties signs this Agreement freely, knowingly, and willingly, and hereby
warrants and represents that he/she has not done it under duress of any kind.
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10. MODIFICATION OR WAIVER
This Agreement cannot be modified, superseded or changed except by
written instrument signed by all the parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed to constitute a waiver of any
other provision, whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by the
party making the waiver.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the date first above written.
GIANT GROUP, LTD., a Delaware
corporation
by: /s/ Xxxxx Xxxxxxxxxxx
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name: Xxxxx Xxxxxxxxxxx
title: Director
Fidelity National Financial, Inc.,
a Delaware corporation
by: /s/ Xxxxxx Xxxxxx
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name: Xxxxxx Xxxxxx
title: Executive Vice-President and
General Counsel
CKE Restaurants, Inc., a Delaware
corporation
by: /s/ Xxxxxx Xxxxxx
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name: Xxxxxx Xxxxxx
title: Executive Vice-President and
General Counsel
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