EXHIBIT 10.2
GENERAL RELEASE
This general release is made as of the 20th day of August, 1999 by JCI
Consultant, LP, Xxxxx Partners LP, Xxx Xxxxx and Xxxxx Xxxxx (collectively
"Releasors").
TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT
RELEASORS, for good and valuable consideration, receipt of which is hereby
acknowledged, pursuant to and in conjunction with the execution and delivery of
that certain LP and Option Purchase and Termination Agreement (the "Termination
Agreement"), among the Releasors, Xxxxxxxx Convertibles, Inc. ("Xxxxxxxx"),
Xxxxxxxx Chicago Ltd., Xxxx Enterprises, Inc., Xxxxxx X. Xxxxxxxxxx, Xxxx X.
Love and Xxxxxx X. Xxxxxxx (the "Other Parties") hereby releases and forever
discharges the Other Parties and their immediate family members, officers,
directors, employees, and agents (including without limitation Xxxxxx X.
Xxxxxxxxx Company, Xxxxx Xxxxxxxxx and Xxxxxxxx Xxxxxxxxx), subsidiaries and
affiliates, past and present and their heirs, executors, administrators and
assigns (collectively, the "Releasees" and, individually, a "Releasee") from all
actions, causes of action, including without limitation, suits, debts, dues,
sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, agreements guarantees, liabilities, controversies, agreements,
promises, variances, trespasses, damages, judgments, extents, executions, claims
and demands whatsoever, in law, equity or otherwise, whether known or unknown,
contemplated or not contemplated, foreseen or unforeseen, fixed or contingent,
which against the Releasees, the Releasor ever had, now has or hereafter can,
shall or may have, for, upon, or by reason of any matter, cause or thing
whatsoever from the beginning of the world to the day of the date hereof,
provided, however, such release shall not include, in any case, from and after
the date hereof, the rights, powers, liabilities and obligations arising out of
or under the Termination Agreement and as to Xxxxxxxx, the Note executed as of
the date hereof.
This General Release may not be amended, waived, terminated or
otherwise changed in any respect, except with respect to a specific Releasee by
a writing signed by such Releasee. THE VALIDITY, CONSTRUCTION AND INTERPRETATION
OF THIS GENERAL RELEASE AND ALL RIGHTS, OBLIGATIONS AND LIABILITIES ARISING
HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND FOR THE
PURPOSE OF LEGAL PROCEEDINGS THIS GENERAL RELEASE SHALL BE DEEMED TO HAVE BEEN
MADE AND PERFORMED IN THE STATE OF NEW YORK.
This General Release may be executed in one or more counterparts, and
shall become effective when one or more counterparts have been signed by each of
the parties thereto.
THIS GENERAL RELEASE IS FREELY AND VOLUNTARILY GIVEN TO THE RELEASEES
BY RELEASORS WITHOUT ANY DURESS OR COERCION AND AFTER SUCH RELEASORS HAVE EITHER
CONSULTED WITH COUNSEL OR HAVE BEEN GIVEN AN OPPORTUNITY TO DO SO, AND THE
RELEASORS HAVE CAREFULLY AND COMPLETELY READ ALL OF THE TERMS AND PROVISIONS OF
THIS GENERAL RELEASE.
IN WITNESS WHEREOF, each Releasor has hereunto executed this General
Release as of the date first written above.
JCI CONSULTANT, LP
By: JCI Consultant Corp.
(its General Partner)
By: /s/ Xxxxx Xxxxx
---------------------------
Name: Xxxxx Xxxxx
Title: President
On this 18th day of August, 1999, before me personally appeared Xxxxx
Xxxxx to me known and known to me to be the President of JCI Consultant Corp.,
the general partner of JCI Consultant, LP, who executed the foregoing instrument
on behalf of JCI Consultant Corp., as general partner of JCI Consultant LP, and
he duly acknowledged to me that he executed the same on behalf of JCI Consultant
Corp., as general partner of JCI Consultant Corp., for the purpose above stated,
and, being by me duly sworn, did depose and say that the statements therein
contained are true.
/s/ Xxxxx X Xxxxxxxxx XXXXX PARTNERS, L.P.
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Notary Public
By: MP (XXXXX) PARTNERS, L.P.
(its General Partner)
By: XXXXX ACQUISITION CORP.
(Its General Partner)
By: /s/ Xxxxx Xxxxx
---------------------------
Name: Xxxxx Xxxxx
Title: President
On this 18th day of August, 1999, before me personally appeared Xxxxx
Xxxxx to me known and known to me to be the President of Xxxxx Acquisition
Corp., the general partner of MP (Xxxxx) Partners, L.P., the general partner of
Xxxxx Partners, L.P. who executed the foregoing instrument on behalf of Xxxxx
Acquisition Corp., as general partner of MP (Xxxxx) Partners, L.P., the general
partner of Xxxxx Partners, L.P., and he duly acknowledged to me that he executed
the same on behalf of Xxxxx Acquisition Corp., as general partner of MP (Xxxxx)
Partners, L.P., the general partner of Xxxxx Partners, L.P., for the purpose
above stated, and, being by me duly sworn, did depose and say that the
statements therein contained are true.
/s/ Xxxxx X. Xxxxxxxxx
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Notary Public
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/s/ Xxx Xxxxx
---------------------------
Xxx Xxxxx
On this 20th day of August, 1999, before me personally appeared Xxxxx
Xxxxx who executed the foregoing instrument and he duly acknowledged to me that
he executed the same for the purpose above stated, and, being by me duly sworn,
did depose and say that the statements therein contained are true.
/s/ Xxxxxxxx Xxxxxxxx
-----------------------------
Notary Public
/s/ Xxxxx Xxxxx
---------------------------
Xxxxx Xxxxx
On this 18th day of August, 1999, before me personally appeared Xxxxx
Xxxxx who executed the foregoing instrument and he duly acknowledged to me that
he executed the same for the purpose above stated, and, being by me duly sworn,
did depose and say that the statements therein contained are true.
/s/ Xxxxx X. Xxxxxxxxx
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Notary Public
3
