GENERAL RELEASE AGREEMENT
Exhibit
10.2
This
GENERAL
RELEASE AGREEMENT
(this
“Agreement”),
dated
as of August 15, 2008, is entered into by and among Xx Xxxxxx Energy, Inc.
(formerly known as Xx Xxxxxx Enterprises, Inc.), a Nevada corporation
(“Seller”), De La Xxx Gourmet Chocolates, Inc., a Nevada corporation (“Split-Off
Subsidiary”), and Xxxxx de la Xxx (“Buyer”). In consideration of the mutual
benefits to be derived from this Agreement, the covenants and agreements set
forth herein, and other valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged by the execution and delivery hereof, the parties
hereto hereby agree as follows:
1. Split-Off
Agreement.
This
Agreement is executed and delivered by Split-Off Subsidiary pursuant to the
requirements of Section 8.3 of that certain Split-Off Agreement (the “Split-Off
Agreement”) by and among Seller, Split-Off Subsidiary and Buyer as a condition
precedent to the closing (the “Closing”) of the Split-Off
Agreement.
2. Release
and Waiver by Split-Off Subsidiary.
For
and
in consideration of the covenants and promises contained herein and in the
Split-Off Agreement, the receipt and sufficiency of which are hereby
acknowledged, Split-Off Subsidiary, on behalf of itself and its assigns,
representatives and agents, if any, hereby covenants not to xxx and fully,
finally and forever completely releases Seller, along with its present and
former officers, directors, stockholders, members, employees, agents, attorneys
and representatives (collectively, the “Seller Released Parties”), of and from
any and all claims, actions, obligations, liabilities, demands and/or causes
of
action, of whatever kind or character, whether now known or unknown, which
Split-Off Subsidiary has or might claim to have against the Seller Released
Parties for any and all injuries, harm, damages (actual and punitive), costs,
losses, expenses, attorneys’ fees and/or liability or other detriment, if any,
whenever incurred or suffered by Split-Off Subsidiary arising from, relating
to,
or in any way connected with, any fact, event, transaction, action or omission
that occurred or failed to occur on or prior to the date of the Closing, related
to the Legacy Business.
3. Release
and Waiver by Buyer.
For
and
in consideration of the covenants and promises contained herein and in the
Split-Off Agreement, the receipt and sufficiency of which are hereby
acknowledged, Buyer hereby covenants not to xxx and fully, finally and forever
completely releases the Seller Released Parties of and from any and all claims,
actions, obligations, liabilities, demands and/or causes of action, of whatever
kind or character, whether now known or unknown (including, but not limited
to,
with respect to certain advances made to the Seller by the Buyer listed in
that
certain letter of forgiveness from the Buyer to the Seller dated June 30, 2008)
which Buyer has or might claim to have against the Seller Released Parties
for
any and all injuries, harm, damages (actual and punitive), costs, losses,
expenses, attorneys’ fees and/or liability or other detriment, if any, whenever
incurred or suffered by Buyer arising from, relating to, or in any way connected
with, any fact, event, transaction, action or omission that occurred or failed
to occur on or prior to the date of the Closing, related to the Legacy
Business.
4. Additional
Covenants and Agreements.
(a) Each
of
Split-Off Subsidiary and Buyer, on the one hand, and Seller, on the other hand,
waives and releases the other from any claims that this Agreement was procured
by fraud or signed under duress or coercion so as to make this Agreement not
binding.
(b) Each
of
the parties hereto acknowledges and agrees that the releases set forth herein
do
not include any claims the other party hereto may have against such party for
such party’s failure to comply with or breach of any provision in this Agreement
or the Split-Off Agreement.
(c) Notwithstanding
anything contained herein to the contrary, this Agreement shall not release
or
waive, or in any manner affect or void, any party’s rights and obligations under
the Split-Off Agreement.
5. Modification.
This
Agreement cannot be modified orally and can only be modified through a written
document signed by both parties.
6. Severability.
If
any
provision contained in this Agreement is determined to be void, illegal or
unenforceable, in whole or in part, then the other provisions contained herein
shall remain in full force and effect as if the provision that was determined
to
be void, illegal or unenforceable had not been contained herein.
7. Expenses.
The
parties hereto agree that each party shall pay its respective costs, including
attorneys’ fees, if any, associated with this Agreement.
8. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York, without giving effect to principles of conflicts or choice
of
laws thereof.
9. Entire
Agreement.
This
Agreement constitutes the entire understanding and agreement of Seller,
Split-Off Subsidiary and Buyer and supersedes prior understandings and
agreements, if any, among or between Seller, Split-Off Subsidiary and Buyer
with
respect to the subject matter of this Agreement, other than as specifically
referenced herein. This Agreement does not, however, operate to supersede or
extinguish any confidentiality, non-solicitation, non-disclosure or
non-competition obligations owed by Split-Off Subsidiary to Seller under any
prior agreement.
[Signature
Page Follows]
2
IN
WITNESS WHEREOF,
the
undersigned have executed this General Release Agreement as of the day and
year
first above written.
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XX
XXXXXX ENERGY, INC.
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By:
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/s/
Xxxxxx Xxxxxxxxx
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Name:
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Xxxxxx
Xxxxxxxxx
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Title:
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President
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DE
LA XXX GOURMET CHOCOLATES, INC.
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By:
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/s/Xxxxxx
Xxxxxxxxx
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Name:
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Xxxxxx
Xxxxxxxxx
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Title:
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President
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BUYER:
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/s/
Xxxxx xx xx Xxx
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Xxxxx
xx xx Xxx
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