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EXHIBIT 10-25
RELEASE AGREEMENT
This RELEASE AGREEMENT (this "AGREEMENT") is effective as of September
16, 2002 by and among GENESEE SYRACUSE PROPERTIES, INC. ("GENESEE"), a New York
corporation having an office at 00 Xxxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxx
Xxxx 00000, XXXXXXXXX 1993 LIMITED PARTNERSHIP, a New York limited partnership
having an office at 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxx 00000
("XXXXXXXXX"), XXXXX NATAPOW VENTURES LTD., having an office at 000 Xxxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxx 00000 ("SPALL NATAPOW"), NATAPOW REALTY
CORPORATION, having an office at 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxx
Xxxx 00000 ("NATAPOW REALTY"), and XXXXXXXX X. XXXXX, XX., having an address of
00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 ("SPALL").
RECITALS:
WHEREAS, pursuant to a Partnership Interest Purchase Agreement (the
"PARTNERSHIP INTEREST PURCHASE AGREEMENT") executed on September 16, 2002,
Genesee is selling the Genesee Units (as defined therein) and Xxxxxxxxx is
purchasing the Genesee Units;
WHEREAS, Spall Natapow, Natapow Realty and Spall (the "OTHER PARTNERS")
own all of the partnership units of Xxxxxxxxx not owned by Genesee and are the
only partners of Xxxxxxxxx other than Genesee;
WHEREAS, Genesee, Xxxxxxxxx and the Other Partners executed a Limited
Partnership Agreement (the "LIMITED PARTNERSHIP AGREEMENT") effective as of
December 20, 1993;
WHEREAS, Xxxxxxxxx is indebted to Manufacturers and Traders Trust
Company ("M&T") pursuant to a Mortgage Note in the principal amount of
$8,800,000 dated November 29, 1993, and Xxxxxxxxx and Genesee have executed
certain other agreements, instruments and documents in connection therewith,
including, but not limited to, a Restated Mortgage Note dated December 29, 1993
(the "M&T FINANCING DOCUMENTS");
WHEREAS, it is a condition to Closing of the transaction contemplated
under the Partnership Interest Purchase Agreement that Xxxxxxxxx and the Other
Partners execute and deliver this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:
1. RELEASE. Xxxxxxxxx and the Other Partners each hereby release,
waive and discharge Genesee Corporation, Genesee and their respective directors,
officers, employees and representatives from any and all claims, actions, causes
of actions or suits, at law or in equity related to, or arising or resulting
from any and all liability for any debts or other obligations of Xxxxxxxxx
arising from, related to or in connection with Xxxxxxxxx (except for the express
representations and warranties made by Genesee herein and in the Partnership
Interest Purchase Agreement), including, but not limited to, the M&T Financing
Documents, the Limited Partnership Agreement and the business, operations and
assets of Xxxxxxxxx, which each now has or hereafter can, shall or may have,
whether known or suspected or unknown or unsuspected, by reason of any matter,
cause or thing whatsoever from the beginning of time.
2. COVENANT NOT-TO-XXX. Xxxxxxxxx and the Other Partners agree
not to commence or pursue in any federal, state or other court or governmental
or regulatory authority or in any arbitration or dispute resolution proceeding
(collectively, "PROCEEDINGS") against Genesee Corporation or Genesee or any of
their respective officers, directors, employees or representatives, directly or
indirectly, any of the claims or other matters herein released and not to assert
any affirmative defense in any Proceedings involving any such parties which
defense is based on facts that would otherwise support claims or matters
released hereunder.
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3. MISCELLANEOUS. This Agreement shall be governed by and
enforced in accordance with the internal laws of the State of New York, without
giving affect to the conflicts of laws principles thereof. Wherever possible,
each provision of this Agreement shall be interpreted in such manner as to be
effective or valid under applicable law and if any provision herein is found by
a court to be invalid under law on a final and non-appealable basis, then such
provision shall be stricken herefrom to the extent invalid, without invalidating
the remainder of this Agreement which shall remain in full force and effect. The
Partnership Interest Purchase Agreement, and the exhibits thereto, and this
Agreement constitute the entire agreement among the parties hereto with respect
to the subject matter hereof and this Assignment cannot be modified or altered
in any way without the written consent of all parties hereto. Each of the
parties hereto hereby represents and warrants that it or he is fully authorized
and has full authority to enter into and observe its or his obligations under
this Agreement. Each of the parties hereto hereby represents and warrants to the
other that this Agreement constitutes its or his valid and binding agreement and
that it is enforceable against it or him in accordance with its terms.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the first date referred to above.
GENESEE SYRACUSE PROPERTIES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
XXXXXXXXX 1993 LIMITED PARTNERSHIP
By: Spall Natapow Ventures, Ltd.,
Managing General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
SPALL NATAPOW VENTURES LTD.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
NATAPOW REALTY CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
/s/ Xxxxxxxx X. Xxxxx, Xx.
---------------------------------------
Xxxxxxxx X. Xxxxx, Xx.
