EXHIBIT 10.39
RELEASE
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[FYI]
FOR AND IN CONSIDERATION of the exchange of promises and the mutual
releases set forth herein among Hasco International, Inc., a Missouri
corporation ("Hasco International"), Hasco Holdings Corp., a Delaware
corporation ("Holdings"), and Xxxxxxx Xxxxx, Inc., a California corporation plus
such other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the undersigned and their successors and assigns (the
"Releasors") hereby release each other and all of the other entities' employees,
administrators, officers, directors, stockholders, attorneys, affiliates and
subsidiaries, solely in their capacity as such, and their successors and assigns
(collectively, the "Releasees") from all manner of action and causes of action,
suits, choses in action, contracts, covenants, claims, bonds, bills, debts,
dues, sums of money, rents (including rentals dues and rents subsequently to
become due), commissions, compensations, damages, taxes, demands and rights
whatsoever, in law or in equity ("Claims"), now existing or which may hereafter
accrue in favor of each Releasor by reason of any facts and circumstances which
existed prior to or as of the date of this release relating in any way to the
baby portrait, photography or imaging business including, but not limited to,
claims arising in or in connection with the lawsuit that Xxxxxxx Xxxxx brought
against Hasco International in the United States District Court for the Central
District of California (Case No. 96-1696) (the "Litigation"). Each Releasor
hereby covenants that it will (i) dismiss, with prejudice, the Litigation and
(ii) refrain from commencing any action or suit, or prosecuting any pending
action or suit, in law or in equity, against the Releasees on account of any
action or cause of action covered by this release.
In the event that any party breaches this Release by bringing legal
action, the breaching party shall be liable to pay all attorney's fees and costs
incurred by the non-breaching party in defense of such action.
Notwithstanding anything to the contrary contained herein, this
release shall not release any (i) Claims arising out of any breach of the Asset
Purchase Agreement, dated as of January 31, 1997, or the Loan Agreement, dated
as of January 31, 1997 or (ii) Claims that exist against Xxxxxx or Xxxx Xxxxxx.
THE RELEASES CONTAINED HEREIN CONSTITUTE A WAIVER BY ALL PARTIES
HERETO OF ANY AND ALL RIGHTS UNDER (S) 1542 OF THE CIVIL CODE OF CALIFORNIA (OR
ANY SIMILAR LAW OR STATUTE OF ANY JURISDICTION THAT MIGHT APPLY), 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."
Each of the parties hereto understands and agrees that the releases
contained herein are not intended to be and shall not be deemed, construed or
treated in any respect as an admission of liability by any person or entity for
any purpose.
This release may be executed in counterparts. A fax signature shall
be deemed an original for all purposes hereof. Each party delivering this
release by fax agrees to deliver an original, or re-execute an original,
promptly upon the request of any other party hereto.
This release shall be effective only upon (i) execution and delivery
of this release by each of the signatories hereto and (ii) execution and
delivery of a release in form substantially similar to this release by each of
(x) Hasco International, Holdings and Styles on Video, Inc., a Delaware
corporation, and (y) Hasco International, Holdings and Dycam Inc., a Delaware
corporation.
WITNESS our hands this 4th day of February, 1997.
WITNESSES: HASCO INTERNATIONAL, INC.
By:
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Its: and duly
Authorized Agent
XXXXXXX XXXXX, INC.
By:
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Its: and duly
Authorized Agent
HASCO HOLDINGS CORP.
By:
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Its: and duly
Authorized Agent
