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MUTUAL AND RECIPROCAL FINAL RELEASE OF ALL CLAIMS
This Mutual and Reciprocal Final Release of All Claims is made and entered
into by and between Xxxxxxxxx Brewing Company ("Xxxxxxxxx Brewing" or
"Plaintiff "), Intertrade Packaging Machinery Corporation ("IPMC"), Salh X. Xxxx
("Khan"), and Xxxx X. Xxxxxxx ("Xxxxxxx"). (IPMC, Khan and Xxxxxxx are
collectively referred to as "Defendants").
RECITALS
X. Xxxxxxxxx Brewing filed suit against the Defendants in the United States
District Court for the District of Maryland in a case entitled Frederick Brewing
Company v. Intertrade Packaging Machinery Corporation, et al., Case No.
MJG-97-2388.
B. The parties desire to enter into this Mutual and Reciprocal Final
Release of All Claims in order to provide for a lump sum payment in full
settlement and discharge of the claims as between Plaintiff and Defendants,
which are, or might have been, the subject matter of the complaint, upon the
terms and conditions set forth below and contained within the Settlement
Agreement executed by the parties, and to preserve any and all claims which may
exist as between the Defendants, except as provided herein.
C. The parties executed a Settlement Agreement on December 1, 1997, which
is adopted and incorporated by reference herein.
AGREEMENT
The parties agree as follows:
1.0 RELEASE AND DISCHARGE
1.1 In consideration for the payments set forth in Section 2.0,
Plaintiff completely releases and forever discharges the Defendants from
any and all past, present, or future claims, demands, obligations, actions,
causes of action, rights, damages, costs, expenses and compensation of any
nature whatsoever, whether based in tort, contract, or other theory of
recovery, which the Plaintiff now has, or which may hereafter accrue or
otherwise be acquired on account of, or may in any way grow out of, the
actions of the Defendants which are the subject of the Complaint, including
without limitation, any and all known or unknown claims of the Plaintiff
which have allegedly resulted or may result from the alleged or acts or
omissions of the Defendant.
1.2 This release, on the part of the Plaintiff, shall be a fully
binding and complete settlement among the Plaintiff and the Defendants and
their heirs, assigns and successors.
1.3 In consideration of the release by the Plaintiff of their claims
against the Defendants and the dismissal of their claims with prejudice,
the Defendants completely release and forever discharge the Plaintiff from
any and all past, present, or future claims, demands, obligations, actions,
causes of action, rights, damages, costs, expenses, and compensation of any
nature whatsoever, whether based in tort, contract, or other theory of
recovery, which the Defendants now have or which may hereafter accrue or
otherwise be acquired on account of, or may in any way grow out of, the
actions of the plaintiff which are the subject of the Complaint, including
without limitation, any and all known or unknown claims of the Defendants
which have allegedly resulted or may result from the alleged acts or
omissions of the Plaintiff.
1.4 This release, on the part of the Defendants, shall be a fully
binding and complete settlement among the Defendants and the Plaintiff and
their heirs, assigns and successors.
1.5 The Plaintiff and Defendants acknowledge and agree that the
release and discharge set forth above is a general release as between the
Plaintiff and the Defendants. The Plaintiff and Defendants expressly waive
and assume the risk of any and all claims for damages which exist as of
this date, but of which the Plaintiff and Defendants do not know or suspect
to exist, as between Plaintiff and Defendants, whether through ignorance,
oversight, error, negligence or otherwise, and which, if known, would
materially affect the decision of the Plaintiff and Defendants to enter
into this Mutual and Reciprocal
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Final Release of All Claims. The Plaintiff and Defendants further agree
that the Plaintiff has accepted payment of the sum specified in the
Settlement Agreement executed by and between the parties as a complete
compromise of matters involving the disputed issues of law or fact.
1.6 IPMC and Khan expressly reserve any and all claims which they may
have as against Xxxxxxx as a result of this action or otherwise, and
preserve the right to pursue any and all claims as against Xxxxxxx.
1.7 Xxxxxxx expressly reserves any and all claims which he may have as
against IPMC and/or Khan as a result of this action or otherwise, and
preserves the right to pursue any and all claims as against them, except as
provided in Paragraph 3.0.
1.8 It is understood and agreed to by the parties that this settlement
is a compromise of doubtful and disputed claims, and the payment is not to
be construed as an admission of liability on the part of any party, by whom
liability is expressly denied.
1.9 The terms of this Release are contractual and are not a mere
recital. There are no agreements, understandings, or representations made
by Plaintiff and/or Defendants, their agents, officers, employees,
servants, representatives, related companies, or successor corporations,
except as expressly stated herein and in the Settlement Agreement executed
by and between the parties.
1.10 Each provision of this Mutual and Reciprocal Final Release of All
Claims is intended to be severable. If any term or provision is held to be
invalid, void, or unenforceable by a court of competent jurisdiction for
any reason whatsoever, such ruling shall not affect the validity of the
remainder of this release.
2.0 LUMP SUM PAYMENT
In consideration of the releases and discharges set forth above, the
Defendants agree to pay the Plaintiff the sum of One Hundred Ninety
Thousand Dollars ($190,000.00) as set forth in the Settlement Agreement
executed by and between the parties. Xxxxxxxxx Brewing acknowledges receipt
of the One Hundred Ninety Thousand Dollars ($190,000.00).
3.0 ATTORNEY'S FEES
Xxxxxxx hereby releases and discharges IPMC and Khan from any and all
liability for his attorneys' fees and costs related to this litigation,
including all attorneys' fees and costs arising from the actions of his
counsel in connection with the transfer of this action, answering the
Complaint, the discovery process, the Settlement Agreement, this Mutual and
Reciprocal Final Release of All Claims and the filing of a Dismissal of the
Complaint and all related matters.
4.0 REPRESENTATION OF COMPREHENSION OF SETTLEMENT AGREEMENT AND MUTUAL AND
RECIPROCAL FINAL RELEASE OF ALL CLAIMS
In entering into the Settlement Agreement and this Mutual and
Reciprocal Final Release of All Claims, the Plaintiff and Defendants
represent that they have read the Settlement Agreement and this Mutual and
Reciprocal Final Release of All Claims and that they understand the terms
of the Settlement Agreement and this Mutual and Reciprocal Final Release of
All Claims and that they voluntarily accept these terms.
5.0 ENTIRE AGREEMENT AND SUCCESSORS IN INTEREST
The Settlement Agreement and this Mutual and Reciprocal Final Release
of All Claims contains the entire agreement between the Plaintiff and the
Defendants with regard to matters set forth herein and it shall be binding
upon and inure to the benefit of the executors, administrators, personal
representatives, heirs, and successors and assigns of each.
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6.0 COUNTERPARTS
This Mutual and Reciprocal Final Release of All Claims may be executed
in several counterparts and, if so executed, shall constitute one agreement
binding upon all of the parties hereto, notwithstanding that all are not
signatories to the same original document or the same counterpart.
IN WITNESS WHEREOF, the parties have executed this Mutual and Reciprocal
Final Release of All Claims as of this 19th day of December 1997.
WITNESS: XXXXXXXXX BREWING COMPANY
/s/ XXXXX XXXXXXXX By: /s/ XXXXX X. XXXXXXX
----------------------------------------------------- -------------------------------------------------
Xxxxx Xxxxxxxx Xxxxx X. Xxxxxxx
Chairman and Chief Executive Officer
WITNESS: INTERTRADE PACKAGING MACHINERY CORPORATION
/s/ XXXXXX X. XXXXXXX By: /s/ SALH X. XXXX
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Xxxxxx X. Xxxxxxx Salh X. Xxxx
President
ATTEST:
/s/ XXXXXX X. XXXXXXX /s/ SALH X. XXXX
----------------------------------------------------- -----------------------------------------------------
Xxxxxx X. Xxxxxxx Salh X. Xxxx
ATTEST:
/s/ XXXXX X. XXXXXXXX /s/ XXXX X. XXXXXXX
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Xxxxx X. Xxxxxxxx Xxxx X. Xxxxxxx
