DISTRIBUTION OF SUBSIDIARY AND RELEASE AGREEMENT
EXHIBIT
10.7
This
Agreement to transfer ownership of Coin Wash Associates, Inc. (the “Agreement”)
is entered into on this 20th
day of
August 2007, by and between PlanetLink Communications, Inc., as Seller (the
“Seller”) and Xxxxxx Xxxxx, also known as Xxxx Xxxxx, (the “Buyer”). Effective
April 1, 2007, the Seller agreed to dispose of certain assets, which consisted
entirely of cash and laundry facilities such as washers and dryers, in exchange
for a general release and full indemnification so that all expenses of the
subsidiary from its inception through April 1, 2007, would be the responsibility
of the Buyer, Xxxx Xxxxx.
WHEREAS,
Seller is the owner of Coin Wash Associates, Inc. and hereby agrees to transfer
ownership of Coin Wash Associates, Inc. to Xxxx Xxxxx.
WHEREAS,
Buyer hereby agrees to assume ownership of Coin Wash Associates,
Inc.
NOW
THEREFORE, in consideration of the premises and the undertakings set forth
herein, and intending to be fully bound hereby, the parties agree:
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1.
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Seller
hereby Transfers all of its right, title and interest in Coin Wash
Associates, Inc. to Buyer, and Seller hereby accepts all right, title,
and
interest in Coin Wash Associates,
Inc.
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2.
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Buyer
hereby releases any and all claims against the Seller in relation
to
Buyer’s assumption of ownership of Coin Wash Associates, Inc. and hereby
agrees to indemnify Buyer for any and all costs charged to Seller
in
regard to Coin Wash Associates,
Inc.
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3.
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This
Agreement sets forth the entire agreement of the parties relating
to the
subject matter hereof and supersedes any other agreement verbal or
written. Both the Buyer and the Seller acknowledge that they have
had the
opportunity to consult with legal counsel regarding the contents
and
effect of this Agreement and that they are entering into this Agreement
knowing that doing so will terminate their right to assert any legal
claims against the other party in the
future.
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4.
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This
Agreement shall be governed by and construed in accordance with the
laws
of the State of Georgia, without regard to conflicts of laws principles
that would result in the application of the substantive law of another
jurisdiction. This Agreement may not be amended or modified except
by an
instrument in writing signed by each
party.
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5.
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The
parties agree this Agreement may be delivered and/or returned by
telephone
facsimile in one or more counterpart copies, and the parties may
rely upon
the signatures hereto whether in original or facsimile
copy.
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Date:
August 15, 2007
/s/
M.
Xxxxx Xxxx
Seller:
PlanetLink Communications, Inc.
By:
M.
Xxxxx Xxxx
President
and Chief Executive Officer
/s/
Yakoov Xxxx Xxxxx
Buyer:
Yakoov Xxxx Xxxxx
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