EXHIBIT 2
MUTUAL RELEASE
THIS MUTUAL RELEASE ("Release"), is entered into as of the 13th day of
July 1999 by and between Xxxx Xxxxxxx ("Meruelo"), La Pizza Loca, Inc., a
California corporation ("La Pizza Loca"), Xxxxx Xxxxxx ("Xxxxxx"), ASSI, Inc., a
Nevada corporation owned and controlled by Xxxxxx ("ASSI") and Chicago Pizza &
Brewery, Inc., a California corporation ("Chicago Pizza").
A G R E E M E N T
WHEREAS, Meruelo and La Pizza Loca have agreed to sell their shares of
Common Stock of Chicago Pizza to ASSI, and ASSI has agreed to purchase such
shares; and
WHEREAS, Meruelo and La Pizza Loca, on the one hand, and Xxxxxx, ASSI
and Chicago Pizza, on the other hand, have previously been involved in
litigation; and
WHEREAS, in connection with Meruelo's and La Pizza Loca's sale of
Common Stock of Chicago Pizza to ASSI, Meruelo and La Pizza Loca, on the one
hand, and Xxxxxx, ASSI and Chicago Pizza, on the other hand, have agreed to
release whatever claim each of such parties has against the other.
NOW THEREFORE, in consideration of the promises and of the undertakings
of the parties hereto contained herein, it is hereby agreed:
1. RELEASES BY MERUELO AND LA PIZZA LOCA. Meruelo and La Pizza Loca,
and each of them, on behalf of themselves and their respective predecessors and
successors in interest and each of their affiliated entities, hereby fully
release and forever discharge Xxxxxx, ASSI and Chicago Pizza and each of their
respective present and former officers, directors, trustees, attorneys,
partners, employees, agents and representatives, and their predecessors and
successors in interest, from and against any and all claims (including
attorneys' fees and/or costs), actions, rights, demands, damages, costs,
liabilities of any kind or nature, whether known or unknown, sounding in tort,
contract or any statutory or other theory of liability which any of Meruelo and
La Pizza Loca now has or has ever had or may hereafter have against Xxxxxx, ASSI
and Chicago Pizza, based upon or in any way related to any facts and/or events
which occurred prior to the effective date of this Agreement.
2. RELEASE BY XXXXXX, ASSI AND CHICAGO PIZZA. Xxxxxx, ASSI and Chicago
Pizza, and each of them, on behalf of themselves and their respective
predecessors and successors in interest and each of their affiliated entities,
hereby fully release and forever discharge Meruelo and La Pizza Loca and each of
their respective present and former officers, directors, trustees, attorneys,
partners, employees, agents and representatives, and their predecessors and
successors in interest, from and against any and all claims (including
attorneys' fees and/or costs), actions, rights, demands, damages, costs,
liabilities of any kind or nature, whether known or unknown, sounding in tort,
contract or any statutory or other theory of liability which any of Xxxxxx, ASSI
and Chicago Pizza now has or has ever had or may hereafter have against Meruelo
and La Pizza Loca, based upon or in any way related to any facts and/or events
which occurred prior to the effective date of this Agreement.
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3. WAIVER OF UNKNOWN CLAIMS. Each of the parties to this Agreement is
fully aware of the existence and import of, and expressly waives any and all
rights that each has, or may have, under section 1542 of the California Civil
Code, which provides as follows:
"A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him must have
materially affected his settlement with the debtor."
Each of the parties to this Agreement is fully aware of the existence and import
of, and expressly waives any and all rights that each has or may have under any
other state or federal statute or common law principle of similar effect.
4. BENEFICIARIES OF RELEASES. To the extent that the foregoing releases
run to the favor of persons or entities not signatories hereto, this Agreement
is hereby declared to be made for each of their express benefits and uses.
5. COVENANT NOT TO XXX; NO ASSIGNMENT. The parties hereby covenant and
agree not to institute or continue any action or proceeding based on any of the
claims which are intended to be released by this Agreement or otherwise referred
to herein. Each of the parties further represents and warrants that such party
has not assigned to any third party any of the claims which are intended to be
released by this Agreement or otherwise referred to herein.
6. FURTHER ASSURANCES. Each of the parties hereto agrees to execute and
deliver such certificates and other documents and to take such other actions as
may be reasonably requested by any of the other parties in order to facilitate
the releases contemplated by this Agreement, including, without limitation, the
execution and delivery by Meruelo and La Pizza Loca of such documents as may be
necessary to dismiss, with prejudice, any action previously filed by Meruelo
and/or La Pizza Loca relating to claims released pursuant to this Agreement.
7. ATTORNEYS' FEES. In the event of any litigation with respect to the
terms of this Agreement, the prevailing party shall be entitled to recover his
or its attorneys' fees from the non-prevailing party(ies).
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IN WITNESS WHEREOF, the parties have executed this Mutual Release as of the date
and year first above written.
XXXX XXXXXXX XXXXX XXXXXX
/s/ Xxxx Xxxxxxx /s/ Xxxxx Xxxxxx
---------------------- ----------------------
LA PIZZA LOCA, INC. ASSI, INC.
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxx Xxxxxx
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Xxxx Xxxxxxx, President Xxxxx Xxxxxx, President
CHICAGO PIZZA & BREWERY, INC.
By: /s/ Xxxxxx Xxxxxxx
-------------------------
Xxxxxx Xxxxxxx, President
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