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EXHIBIT 10.13
MUTUAL RELEASE
This Mutual Release (the "Release"), dated as of this 6th day of
October, 1995, by and between (1) each of Dart Group Corporation, a Delaware
corporation ("Dart"), Crown Books Corporation, a Delaware corporation ("Crown
Books"), Trak Auto Corporation, a Delaware corporation ("Trak Auto"),
Xxxxx-Xxxxxx Real Estate Company, a Delaware corporation ("Xxxxx-Xxxxxx") and
Dart/SFW Corp., a Delaware corporation ("Dart/SFW"), and (2) each of Xxxxxx X.
Xxxx and Combined Properties, Inc., a District of Columbia corporation ("CPI").
WITNESSETH
WHEREAS, Dart and Xxxxxx X. Xxxx are parties to that certain
Settlement Agreement, of even date herewith (the "Settlement Agreement") which
provides, inter alia, for the execution and delivery of this Release by the
parties hereto at the closing of the transactions contemplated by the
Settlement Agreement; and
WHEREAS, the closing of the transactions contemplated by the
Settlement Agreement is occurring on the date hereof;
NOW THEREFORE, for and in consideration of the premises and of the
mutual promises and agreements herein contained, the parties hereto agree as
follows:
Section 1. Release by Dart and Affiliates. Dart, Crown Books, Trak
Auto, Xxxxx-Xxxxxx and Dart/SFW for themselves and their respective heirs,
executors, administrators, successors, assigns and controlled affiliates and
their respective present and former officers, directors, employees, attorneys
and agents (collectively, the "Dart Release Parties"), hereby permanently,
irrevocably and unconditionally release and forever discharge
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Xxxxxx X. Xxxx and CPI, and their respective heirs, executors, administrators,
successors, assigns and present and former employees, attorneys and agents and
CPI's present and former officers, directors and controlled affiliates
(collectively, the "RSH/CPI Release Parties"), from any and all manner of
claims, demands, damages, actions, causes of action, contracts, agreements,
charges, sums of money, claims for attorneys' fees and lawsuits of every kind
and description whatsoever, in law or equity, whether known or unknown, now
existing or which may hereafter arise against the RSH/CPI Release Parties, or
any of them, under the laws of the United States, any State thereof, or any
other jurisdiction, for or by reason of any matter, cause, or thing whatsoever
prior to the date hereof, including, without limitation, any of the claims
asserted against the RSH/CPI Release Parties in the actions listed in the
Schedule of Litigation (Schedule 3.7) to the Settlement Agreement, regardless
of whether future damages may result therefrom.
Section 2. Release by Xxxxxx X. Xxxx, CPI and Affiliates. Xxxxxx X.
Xxxx and CPI, for themselves and all of the other RSH/CPI Release Parties,
hereby permanently, irrevocably and unconditionally release and forever
discharge Dart, Crown Books, Trak Auto, Xxxxx-Xxxxxx, Dart/SFW and all of the
other Dart Release Parties from any and all manner of claims, demands, damages,
actions, causes of action, contracts, agreements, charges, sums of money,
claims for attorneys' fees and lawsuits of every kind and description
whatsoever, in law or equity, whether known or unknown, now existing or which
may hereafter arise against the Dart Release Parties, or any of them, under the
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laws of the United States, any State thereof, or any other jurisdiction, for or
by reason of any matter, cause, or thing whatsoever prior to the date hereof,
including, without limitation, any of the claims asserted in the lawsuit
captioned Xxxxxx X. Xxxx v. Dart Group Corporation, Delaware Xxxxxxxx Xxxxx,
XX-00000, regardless of whether future damages may result therefrom.
Section 3. Non-Assignment. Dart, Crown Books, Trak Auto,
Xxxxx-Xxxxxx and Dart/SFW each represent and warrant to Xxxxxx X. Xxxx and CPI
that they have not assigned or transferred any claim they have or may have
arising out of or by reason of any matter, cause or thing whatsoever occurring
prior to the date hereof against any of the RSH/CPI Release Parties to any
other person or entity. Likewise, Xxxxxx X. Xxxx and CPI represent and warrant
to Dart, Crown Books, Trak Auto, Xxxxx-Xxxxxx and Dart/SFW that they have not
assigned or transferred any claim they have or may have arising out of or by
reason of any matter, cause or thing whatsoever occurring prior to the date
hereof against any of the Dart Release Parties to any other person or entity.
Section 4. No Release of Other Hafts, Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx &
Xxxxxxxxx or Partnerships or Corporations other than CPI, Dart and Dart
Affiliates. Notwithstanding any other provision of this Release, neither
Xxxxxxx X. Xxxx, Xxxxxx X. Xxxx, Xxxxxx X. Xxxx, Xxxxx X. Xxxx, Xxxxxxx Xxxxx,
the law firm of Xxxxxx, Xxxxxx & Xxxxxxxxx nor any partnerships or corporations
other than CPI, Dart and Dart affiliates shall be deemed to be among the
persons constituting either Dart Release Parties or RSH/CPI Release Parties for
purposes of this Release.
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Section 5. Indemnification for RSH from Actions By Dart Against RSH
Partnerships. Dart agrees to indemnify RSH for and hold him harmless from
reasonable attorneys fees, costs and damages that may be incurred by him as a
result of any action brought by Dart against any partnership in which RSH is a
general partner and, in the case of limited partnership interests, only to the
extent of such limited partnership interest, provided that RSH and CPI
cooperate with Dart's prosecution of any such action and provided further that
Dart is not obligated to indemnify RSH for any amounts incurred by him or for
which he may be liable as a result of any claim by Dart against any individual
for breach of fiduciary duty owed to Dart or any of its affiliates.
Section 6. Severability; Enforceability. In case any provision in
this Release is held to be illegal, invalid or unenforceable under present or
future laws effective while this Release remains in effect, the legality,
validity and enforceability of the remaining provisions will not in any way be
affected or impaired thereby, and in lieu of each such illegal, invalid or
unenforceable provision the parties shall negotiate in good faith to add a
provision that is legal, valid and enforceable and as similar in terms to such
illegal, invalid or unenforceable provision as may be possible while giving
effect to the benefits and burdens for which the parties have bargained
hereunder.
Section 7. Governing Law. This Release will be governed by and
construed in accordance with the law of the State of Delaware, without regard
to its principles concerning conflicts of law, and any actions under this
Release shall be brought
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exclusively in the courts of the State of Delaware or the United States
District Court for the District of Delaware.
Section 8. Counterparts. This Release may be executed in any number
of counterparts, whether transmitted by telecopier or otherwise, each of which
shall be deemed to be an original, and all of which together shall be deemed to
be one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed, or have caused this
Release to be executed on their behalf, on the date first written above.
/s/ Xxxxx X. Xxxxxxxx DART GROUP CORPORATION
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Xxxxx X. Xxxxxxxx
BY: /s/ Xxxxxx X. Xxxxxx
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/s/ Xxxxxx X. Xxxxxx CROWN BOOKS CORPORATION
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Xxxxxx X. Xxxxxx
BY: /s/ Xxxxxx X. Xxxxxx
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/s/ Xxxxxxx X. Xxxxxxx TRAK AUTO CORPORATION
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Xxxxxxx X. Xxxxxxx
BY: /s/ Xxxxxx X. Xxxxxx
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/s/ Xxxxxx X. Xxxxxx XXXXX-XXXXXX REAL ESTATE
--------------------------- COMPANY
Xxxxxx X. Xxxxxx
BY: /s/ Xxxxxx X. Xxxxxx
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/s/ Xxxxxx X. Xxxx DART/SFW CORP.
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Xxxxxx X. Xxxx
BY: /s/ Xxxxxx X. Xxxxxx
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COMBINED PROPERTIES, INC.
BY: /s/ Xxxxxx X. Xxxx
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