EXHIBIT 10.3
GENERAL RELEASE
This general release is made as of the 20th day of August, 1999 by
Xxxxxxxx Convertibles, Inc., Xxxxxxxx Chicago Ltd., Xxxx Enterprises, Inc.,
Xxxxxx X. Xxxxxxxxxx, Xxxx X. Love and Xxxxxx X. Xxxxxxx (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, JCI Consultant L.P., Xxxxx Partners LP, Xxx
Xxxxx and Xxxxx Xxxxx, (the "Other Parties") hereby releases and forever
discharges the Other Parties and their immediate family members, officers,
directors, employees, and agents, 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.
XXXXXXXX CONVERTIBLES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Chief Executive Officer
On this 20th day of August, 1999, before me personally appeared Xxxxxx
X. Xxxxxxxxxx to me known and known to me to be the Chief Executive Officer of
Xxxxxxxx Convertibles, Inc. who executed the foregoing instrument on behalf of
Xxxxxxxx Convertibles, Inc., and he duly acknowledged to me that he executed the
same on behalf of Xxxxxxxx Convertibles, Inc., for the purpose above stated,
and, being by me duly sworn, did depose and say that the statements therein
contained are true.
/s/ Xxxxxxxx Xxxxx
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Notary Public
XXXXXXXX CHICAGO LTD.
By: /s/ Xxxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Chief Executive Officer
On this 20th day of August, 1999, before me personally appeared Xxxxxx
X. Xxxxxxxxxx to me known and known to me to be the Chief Executive Officer of
Xxxxxxxx Chicago Ltd., who executed the foregoing instrument on behalf of
Xxxxxxxx Chicago Ltd., and he duly acknowledged to me that he executed the same
on behalf of Xxxxxxxx Chicago Ltd., for the purpose above stated, and, being by
me duly sworn, did depose and say that the statements therein contained are
true.
/s/ Xxxxxxxx Xxxxx
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Notary Public
XXXX ENTERPRISES
By: /s/ Xxxx X. Love
------------------------------------
Name: Xxxx X. Love
Title: President
On this 20th day of August, 1999, before me personally appeared Xxxx X.
Love, to me known and known to me to be the President of Xxxx Enterprises, Inc.,
who executed the foregoing instrument on behalf of Xxxx Enterprises, Inc.,
President of Xxxx Enterprises, Inc., and he duly acknowledged to me that he
executed the same on behalf of Xxxx Enterprises, Inc., for the purpose above
stated, and, being by me duly sworn, did depose and say that the statements
therein contained are true.
Xxxxxxxx Xxxxx
-----------------------------
Notary Public
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/s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
On this 20th day of August, 1999, before me personally appeared Xxxxxx
X. Xxxxxxxxxx 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 Xxxxx
-----------------------------
Notary Public
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
On this 20th day of August, 1999, before me personally appeared Xxxxxx
X. Xxxxxxx 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 Xxxxx
-----------------------------
Notary Public
/s/ Xxxx X. Love
-------------------------------
Xxxx X. Love
On this 20th day of August, 1999, before me personally appeared Xxxx X.
Love 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 Xxxxx
-----------------------------
Notary Public
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