EXHIBIT 11
MUTUAL RELEASE
THIS MUTUAL RELEASE ("Release"), is entered into as of the 13th
day of July 1999 by and between Xxxx Xxxxxxx ("Meruelo"), La Pizza Loca,
Inc., a California corporation ("La Pizza Loca"), Xxxxx Xxxxxx ("Xxxxxx"),
ASSI, Inc., a Nevada corporation owned and controlled by Xxxxxx ("ASSI") and
Chicago Pizza & Brewery, Inc., a California corporation ("Chicago Pizza").
A G R E E M E N T
WHEREAS, Meruelo and La Pizza Loca have agreed to sell their
shares of Common Stock of Chicago Pizza to ASSI, and ASSI has agreed to
purchase such shares; and
WHEREAS, Meruelo and La Pizza Loca, on the one hand, and Xxxxxx,
ASSI and Chicago Pizza, on the other hand, have previously been involved in
litigation; and
WHEREAS, in connection with Meruelo's and La Pizza Loca's sale of
Common Stock of Chicago Pizza to ASSI, Meruelo and La Pizza Loca, on the one
hand, and Xxxxxx, ASSI and Chicago Pizza, on the other hand, have agreed to
release whatever claim each of such parties has against the other.
NOW THEREFORE, in consideration of the promises and of the
undertakings of the parties hereto contained herein, it is hereby agreed:
1. RELEASES BY MERUELO AND LA PIZZA LOCA. Meruelo and La Pizza
Loca, and each of them, on behalf of themselves and their respective
predecessors and successors in interest and each of their affiliated
entities, hereby fully release and forever discharge Xxxxxx, ASSI and Chicago
Pizza and each of their respective present and former officers, directors,
trustees, attorneys, partners, employees, agents and representatives, and
their predecessors and successors in interest, from and against any and all
claims (including attorneys' fees and/or costs), actions, rights, demands,
damages, costs, liabilities of any kind or nature, whether known or unknown,
sounding in tort, contract or any statutory or other theory of liability
which any of Meruelo and La Pizza Loca now has or has ever had or may
hereafter have against Xxxxxx, ASSI and Chicago Pizza, based upon or in any
way related to any facts and/or events which occurred prior to the effective
date of this Agreement.
2. RELEASE BY XXXXXX, ASSI AND CHICAGO PIZZA. Xxxxxx, ASSI and
Chicago Pizza, and each of them, on behalf of themselves and their respective
predecessors and successors in interest and each of their affiliated
entities, hereby fully release and forever discharge Meruelo and La Pizza
Loca and each of their respective present and former officers, directors,
trustees, attorneys, partners, employees, agents and representatives, and
their predecessors and successors in interest, from and against any and all
claims (including attorneys' fees and/or costs), actions, rights, demands,
damages, costs, liabilities of any kind or nature, whether known or unknown,
sounding in tort, contract or any statutory or other theory of liability
which any of Xxxxxx, ASSI and Chicago Pizza now has or has ever had or may
hereafter have against Meruelo and La Pizza Loca, based upon or in any way
related to any facts and/or events which occurred prior to the effective date
of this Agreement.
3. WAIVER OF UNKNOWN CLAIMS. Each of the parties to this Agreement
is fully aware of the existence and import of, and expressly waives any and
all rights that each has, or may have, under section 1542 of the California
Civil Code, which provides as follows:
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"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 to this Agreement is fully aware of the existence and
import of, and expressly waives any and all rights that each has or may have
under any other state or federal statute or common law principle of similar
effect.
4. BENEFICIARIES OF RELEASES. To the extent that the foregoing
releases run to the favor of persons or entities not signatories hereto, this
Agreement is hereby declared to be made for each of their express benefits
and uses.
5. COVENANT NOT TO XXX; NO ASSIGNMENT. The parties hereby covenant
and agree not to institute or continue any action or proceeding based on any
of the claims which are intended to be released by this Agreement or
otherwise referred to herein. Each of the parties further represents and
warrants that such party has not assigned to any third party any of the
claims which are intended to be released by this Agreement or otherwise
referred to herein.
6. FURTHER ASSURANCES. Each of the parties hereto agrees to
execute and deliver such certificates and other documents and to take such
other actions as may be reasonably requested by any of the other parties in
order to facilitate the releases contemplated by this Agreement, including,
without limitation, the execution and delivery by Meruelo and La Pizza Loca
of such documents as may be necessary to dismiss, with prejudice, any action
previously filed by Meruelo and/or La Pizza Loca relating to claims released
pursuant to this Agreement.
7. ATTORNEYS' FEES. In the event of any litigation with respect to
the terms of this Agreement, the prevailing party shall be entitled to
recover his or its attorneys' fees from the non-prevailing party(ies).
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IN WITNESS WHEREOF, the parties have executed this Mutual Release as of the
date and year first above written.
XXXX XXXXXXX XXXXX XXXXXX
/s/ XXXX XXXXXXX /s/ XXXXX XXXXXX
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LA PIZZA LOCA, INC. ASSI, INC.
By: /s/ XXXX XXXXXXX By: /s/ XXXXX XXXXXX
----------------------- -----------------------
Xxxx Xxxxxxx, President Xxxxx Xxxxxx, President
CHICAGO PIZZA & BREWERY, INC.
By: /s/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx, President
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