RELEASE AND SETTLEMENT AGREEMENT
Exhibit
10.9
This
Release and Settlement Agreement (“Settlement Agreement”) is entered into as of
June 22, 2009 (the “Effective Date”) between and among, on the one
hand, Xxxxx Xxxxxxx and Xxxxx Xxxxxxx International, Inc. (both hereinafter
referred to as “the Sassoon Parties”) and MCM Environmental Technologies, Inc.,
Caprius, Inc., Xxxxxx Xxxxx (hereinafter referred to as “the Caprius Parties”,
and collectively with the Sassoon Parties, the “Parties”); and
WHEREAS,
on or about May 2, 2006, Sassoon commenced a civil action against the Caprius
Parties in the matter styled Xxxxx Xxxxxxx and Xxxxx Xxxxxxx
International, Inc. v. MCM Environmental Technologies, Inc., Caprius, Inc.,
Xxxxxx Xxxxx, Moledet Ackzakot 2000, Aguda Chaklait Shitufit, Ltd., Trefoil Tech
Investors, L.P., M.G. Strategy Development and Export Development, Ltd., Mezam
Capital Funds Management (Israel), Ltd., Xxxx Xxxxxxxx and Xxxx Addady,
which action was commenced in the Supreme Court of the State of New York in the
County of New York, Index No. 601535/2006 (the “Litigation”); and
1
UBS
AG
ABA
000000000
UBS
Financial Services
A/C
#101-WA-258641-000
F/C Xxxxx
Xxxxxxx
A/C
#Y108978
If for
any reason the Settlement Amount is ever subject to an action under local, state
or federal bankruptcy laws, including but not limited to an action for a
preferential payment for a fraudulent conveyance and/or is subsequently
disgorged, avoided, retracted, returned or otherwise rescinded, this Settlement
Agreement shall become null and void and the Parties shall be reinstated to
their full rights, including the right of the Sassoon Parties to reinstate the
Litigation with all applicable statutes of limitations having been deemed tolled
as of the Date the Litigation commenced.
2
A.) Effective
upon Final Receipt, and in consideration of the Settlement Amount, the below
release and other terms and conditions of this Settlement Agreement, the Sassoon
Parties on their own behalf and on behalf of their present and former partners,
principals, officers, directors, employees, agents, receivers, trustees,
attorneys, predecessors, successors, assigns, successors in interest, parents,
subsidiaries, affiliates, divisions (collectively “Sassoon Releasors”), do
hereby acknowledge full and complete satisfaction of, and hereby do, finally and
forever, release, acquit, and discharge the Caprius Parites, their subsidiaries,
affiliates, and parents, their respective past and present heirs, successors,
predecessors and assigns, and each of their respective current and former
officers, directors, shareholders, owners, partners, managers, members,
employees, servants, agents and attorneys and their respective insurers
(collectively “Caprius Releasees”), of and from any and all demands,
obligations, actions, causes of action, counterclaims, rights, damages, losses,
costs, contribution claims, claims for restitution, suits, claims for sums of
money, contracts, controversies, agreements, judgments, expenses, compensation
and demands of any nature whatsoever, rights, liabilities, actions and causes of
action of any nature, whether at law or in equity, known or unknown, whether
suspected or unsuspected, including, without limitation, any individual claims
and any claims in a representative capacity they have, had or may have at any
time based on, arising out of or relating to, including the Sassoon Agreement,
the Litigation and the Settlement Amount.
3
B.) Effective
upon Final Receipt, and in consideration of the above release and other terms
and conditions of this Settlement Agreement, the Caprius Parties on their own
behalf and on behalf of their present an former partners, principals, officers,
directors, employees, agents, receivers, trustees, attorneys, predecessors,
successors, assigns, successors in interest, parents, subsidiaries, affiliates,
divisions (collectively “Caprius Releasors”), do hereby acknowledge full and
complete satisfaction of, and hereby do, finally and forever, release, acquit,
and discharge each and all of the Sassoon Parties, their subsidiaries,
affiliates and parents, their respective past and present heirs, successors,
predecessors and assigns, and each of their respective current and former
officers, directors, shareholders, owners, partners, managers, members,
employees, servants, agents and attorneys and their respective insurers
(collectively “Sassoon Releasees”), of and from any and all demands,
obligations, actions, causes of action, counterclaims, rights, damages, losses,
costs, contribution claims, claims for restitution, suits, claims for sums of
money, contracts, controversies, agreements, judgments, expenses, compensation
and demands of any nature whatsoever, rights, liabilities, actions and causes of
action of any nature, whether at law or in equity, known or unknown, whether
suspected or unsuspected, including without limitation, any individual claims
and any claims in an representative capacity they have, had or may have at any
time based on, arising out of or relating to the Sassoon Agreement, the
Litigation and the Settlement Amount.
C.) Nothing
herein shall be deemed to constitute a release by any Party of any obligation
arising under this Settlement Agreement.
4
5
a. that
no other persons or entities have any interest in the claims, demands,
obligations, or causes of action referred to in or released by this Agreement,
and the Sassoon Parties represent and warrant that they have the sole and
exclusive right to receive the Settlement Amount;
b. that
they have not sold, assigned, transferred, pledged, conveyed or otherwise
disposed of any of the claims, demands, obligations, or causes of action which
constitute or are based, related to or arise out of the Sassoon Agreement, the
Litigation or the Settlement Amount;
c. that
the person or persons who execute this Settlement Agreement on behalf of each of
the Parties represents and warrants that he or she has been duly authorized to
do so;
d. That
all corporate action necessary for the execution and performance of the
transactions contemplated by this Agreement has been duly taken, and that no
consents are required from any other person or entity for the execution and
performance of the transactions contemplated by this Settlement
Agreement;
e. that
the execution, delivery and performance of this Settlement Agreement in
compliance with the provisions hereof, does not (i.) violate or conflict with
any of the terms or conditions of any Party’s governing
documents; (ii.) conflict with or result in a breach of any terms,
conditions or provisions of, or constitute (with notice or lapse of time or
both) a default (or give rise to any right of termination, cancellation or
acceleration) under or results in the creation of any lien or encumbrance upon
any asset of any Party or any contract to which it is a party, or (iii.) violate
any law.
6
7
13. GOVERNING
LAW. This Settlement Agreement shall be governed by, and
construed and enforced in accordance with the laws of the State of New York,
without regard to principles of conflicts of laws.
14. ENFORCEMENT. Any
dispute arising out of or relating to this Settlement Agreement shall be
adjudicated exclusively in the Court of the State and located in the County of
New York and each of the Parties hereby irrevocably consents to the jurisdiction
and venue of such court for the purpose of any such dispute(s), and waives any
claim or defense that any such court lacks jurisdiction or that such forum is
not convenient or proper.
If to the
Caprius Parties, such notice or communication shall be delivered
to:
|
Caprius,
Inc. C/O Xx. Xxxxxx Xxxxxx |
|
00
Xxxxxx Xxxxxx, Xxxxx 000
|
|
Xxxxxxx,
Xxx Xxxxxx 00000
|
|
Telephone:
(000) 000-0000
|
|
Telecopy:
(000) 000-0000
|
|
Email: xxxxxxx@xxxxxxx.xxx
|
8
|
Xx.
Xxxxxx Xxxxx
|
|
00
Xxxxxxx Xxxxxx
|
|
Xxxxxxxxx,
Xxx Xxxxxx 00000
|
|
Tel
(000) 000-0000 or (000) 000-0000
|
|
Email:
xxxxxx@xxxxxxx.xxx
|
With a copy to:
Xxxxxxx X. Xxxxxx, III,
Esq.
X’Xxxxx & Xxxxx
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx
Xxxx 00000-0000
Telephone: (000)
000-0000
Telecopy: (000)
000-0000
|
Email: xxxxxxx@xxxxxx-xxxxx.xxx
|
If
to Sassoon, such notice or communication shall be delivered
to:
|
|
Xx.
Xxxxx Xxxxxxx
|
|
000
0xx
Xxxxxx, Xxx 00X
|
|
Xxx
Xxxx, XX 00000
|
|
Telephone: (000)
000-0000
|
|
Email:
xxxxxxxxxxxx@xxx.xxx
|
|
With
a copy to:
|
|
Xxxx
X. Xxxxxxxx, Esq.
|
|
Xxxxx
& Xxxxxxx, LLP
|
|
000
Xxxxx Xxxxxx
|
|
Xxx
Xxxx, XX 00000
|
|
Telephone:
(000) 000-0000
|
|
Telecopy:
(000) 000-0000
|
|
Email:
xxxxxxxxxx@xxxxx.xxx
|
IN WITNESS WHEREOF, the
Parties have executed this Settlement Agreement as of June 22,
2009.
XXXXX
XXXXXXX
|
XXXXX
XXXXXXX INTERNATIONAL, INC.
|
|||
/s/Xxxxx Xxxxxxx
|
/s/Xxxxx Xxxxxxx
|
|||
|
By:
Xxxxx Xxxxxxx, President and CEO.
|
9
MCM
ENVIRONMENTAL TECHNOLOGIES, INC.
|
CAPRIUS,
INC.
|
||||
/s/Xxxxxx Xxxxx
|
/s/Xxxxxx Xxxxxx
|
||||
By: |
Xxxxxx
Xxxxx
Chairman
|
By: Xxxxxx
Xxxxxx
|
|||
XXXXXX
XXXXX
|
|||||
/s/Xxxxxx Xxxxx
|
|||||
10