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EXHIBIT 2.5
EXHIBIT D TO MERGER AGREEMENT
MUTUAL RELEASE AGREEMENT
A.
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned,
individually and on behalf of his/its heirs, personal representatives, agents,
successors and assigns, jointly and severally (individually and collectively
for purposes of this Section A., the "Releasor"), for and in consideration of
the sum of Ten Dollars ($10.00) cash in hand paid to the Releasor and other
good and valuable consideration, including, without limitation, the entry by
800 Travel Systems, Inc. ("Travel Systems"), a Delaware corporation, into that
certain Agreement and Plan of Merger (the "Merger Agreement") with The ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Group, LLC, and The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group, Inc., dated November 11,
1996, the receipt and sufficiency of which are hereby jointly and severally
acknowledged by the Releasor, does hereby and by these presents, and for anyone
claiming by, through or under the Releasor, fully remise, release, acquit and
forever discharge The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group, Inc. ("▇▇▇▇▇▇▇"), a California
corporation, its successors and assigns, of and from any and all rights,
claims, demands, damages, actions, and causes of action, of any kind or nature
whatsoever, whether arising at law, by contract or in equity, which the
Releasor may have had, may now have, or may hereafter have, against ▇▇▇▇▇▇▇ by
reason of any matter, cause, document, agreement, instrument, stock option,
act, omission, happening or thing, from the beginning of time to and including
the Effective Date (as defined in that certain Interim Operating Agreement
dated November 11, 1996 among 800 Travel Systems, Inc., The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Group, Inc., and The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group, LLC, the "Interim Agreement") and,
upon the advice of counsel, the parties expressly waive all rights under
California Civil Code Section 1542, which provides:
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.
It is intended by Releasor that, pursuant to this Release,
Releasor shall forever remise, acquit, waive, release and forever discharge
▇▇▇▇▇▇▇ of and from any and all claims, demands for losses, injuries and
damages, rights, known or unknown, direct or indirect, from the above-described
matters, and from any other matter occurring prior to the Effective Date, it
being understood that all rights which Releasor or any person
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who claims by, through and under him or it may have against ▇▇▇▇▇▇▇ as of the
Effective Date, shall be forever released, remised and acquitted, and Releasor
and such persons shall be forever barred from bringing or asserting the same in
their own name or names, jointly with or through any person, natural or
corporate, for or upon or by reason of any matter, cause, document, agreement,
instrument, stock option, act, omission, happening or thing whatsoever, from
the beginning of time to and including the Effective Date of the Interim
Agreement and, upon the advice of counsel, the parties expressly waive all
rights under California Civil Code Section 1542, which provides:
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.
B.
The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group, Inc. individually and on behalf of
its successors and assigns, (individually and collectively, the "Releasor"),
for and in consideration of the sum of Ten Dollars ($10.00) cash in hand paid
to the Releasor and other good and valuable consideration, the receipt and
sufficiency of which are hereby jointly and severally acknowledged by the
Releasor, does hereby and by these presents, and for anyone claiming by,
through or under the Releasor, fully remise, release, acquit and forever
discharge the undersigned parties (the "Undersigned"), and their respective
successors and assigns, of and from any and all rights, claims, demands,
damages, actions, and causes of action, of any kind or nature whatsoever,
whether arising at law, by contract or in equity, which the Releasor may have
had, may now have, or may hereafter have, against the Undersigned by reason of
any matter, cause, document, agreement, instrument, stock option, act,
omission, happening or thing, from the beginning of time to and including the
Effective Date of the Interim Agreement and, upon the advice of counsel, the
parties expressly waive all rights under California Civil Code Section 1542,
which provides:
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.
It is intended by Releasor that, pursuant to this Release,
Releasor shall forever remise, acquit, waive, release and forever discharge the
Undersigned of and from any and all
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claims, demands for losses, injuries and damages, rights, known or unknown,
direct or indirect, from the above-described matters, and from any other matter
occurring prior to the Effective Date, it being understood that all rights
which Releasor or any person who claims by, through and under him or it may
have against the Undersigned as of the Effective Date, shall be forever
released, remised and acquitted, and Releasor and such persons shall be forever
barred from bringing or asserting the same in their own name or names, jointly
with or through any person, natural or corporate, for or upon or by reason of
any matter, cause, document, agreement, instrument, stock option, act,
omission, happening or thing whatsoever, from the beginning of time to and
including the Effective Date of the Interim Agreement and, upon the advice of
counsel, the parties expressly waive all rights under California Civil Code
Section 1542, which provides:
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.
C.
This Agreement shall be governed by and construed in
accordance with the internal laws of the State of California, represents the
entire agreement among the parties hereto with respect to the subject matter
hereof; may not be modified or amended except pursuant to the written agreement
of the parties hereto; may be executed in multiple counterparts; and shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. Any notice given hereunder shall be given
in the manner specified for notices in the Merger Agreement. If a party
commences or is made a party to an action or proceeding to enforce or interpret
the terms of this Agreement, or to obtain a declaration of rights under this
Agreement, the prevailing party in such action or proceeding shall be entitled
to recover from the other party all attorneys' fees, costs and expenses
incurred in connection with such action or proceeding or any appeal or
enforcement of such action or proceeding.
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IN WITNESS WHEREOF, the undersigned have executed this Release
Agreement, this _____ day of __________, 1997.
"The Undersigned"
Name:
Address:
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Facsimile:
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Facsimile:
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Facsimile:
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Facsimile:
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Facsimile:
THE ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ GROUP, INC.
By:
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Its:
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