General Release Agreement
Sample General Release Agreement
EXHIBIT N GENERAL RELEASE
LOSANGELES 24G156v6 61247-00001
THIS GENERAL RELEASE (this "Release") is made this___day of___________, 20_^
by________________________________(the "Sellers"), in favor of FATBURGER NORTH
AMERICA, INC., a Delaware corporation ("Fatburger") and each of the other parties identified herein.
WHEREAS, Fatburger and the Sellers are parties to that certain Franchise Agreement, dated
___________________________(the "Franchise Agreement'*), pursuant to which the Sellers
acquired rights to operate a Fatburger restaurant located at______:__________________________
WHEREAS, the Sellers desire to sell the Restaurant and transfer their rights under the Franchise Agreement to a third party.
WHEREAS, as provided by Section 18.104.22.168 of the Franchise Agreement, the execution and delivery of this Release is one of several conditions precedent to Fatburger's consent to the transfer of the Sellers' rights under the Franchise Agreement to a third party.
NOW, THEREFORE, in consideration of the foregoing and to induce Fatburger to consent to the transfer of Sellers' rights under the Franchise Agreement to a third party, the Sellers agree as follows:
1.1. Effective as of the date hereof, the Sellers, for themselves and for their affiliates, attorneys, legal representatives, agents, successors-in-interest and assigns, irrevocably and unconditionally release and forever discharge Fatburger and its employees, owners, partners, affiliates, agents, successors-in-interest and assigns (each a "Fatburger Party" and collectively, the "Fatburger Parties"), and each of them, from any and all causes of action, claims, actions, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind and character existing as of the date hereof, which the Sellers, or any of them, have or may have against the Fatburger Parties. Each of the Sellers agrees that each Fatburger Party is a direct beneficiary with respect to each provision of this Release applicable to the Fatburger Party and may enforce each of these provisions.
1.2. The Sellers, for themselves and for their affiliates, attorneys, legal representatives, agents, successors-in-interest and assigns, expressly waive and relinquish all rights and benefits afforded by Section 1542 of the Civil Code of California and do so understanding and acknowledging the significance and consequences of such specific waiver of Section 1542. The Sellers acknowledge that they are familiar with the provisions of California Civil Code Section 1542, which provides as follows:
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.
The Sellers expressly acknowledge that their release herein is also intended to include in its effect, without limitation, all claims which such party does not know or expect to exist in its favor at the time of execution of this Release, and that its release herein contemplates extinguishing all of these claims.
1.3. The Sellers represent and warrant to the Fatburger Parties as of the date of this Release that neither of them have assigned nor subrogated any of said rights, claims and causes of action referenced in this Release, or authorized any other person or entity to assert any of these claims on their behalf.
1.4. The Sellers agree and covenant never to file a lawsuit or any administrative proceeding against any Fatburger Party for any causes of action, claims, actions, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind and character existing as of the date hereof.
2. finvemingT.!iw. This Release has been made and entered into in the State of California and shall be construed in accordance with the laws of the State of California without giving effect to the principles of conflicts of law thereof.
3. Severability. Whenever possible each provision of this Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Release shall be or become prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Release.
4. Captions. The various captions of this Release are for reference only and shall not be considered or referred to in resolving questions of interpretation of this Release.
5. Counterparts. This Release may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument
(SIGNATURES ON FOLLOWING PAGE)
IN WITNESS WHEREOF, this Release has been made and entered into by the Sellers as of the date and year first above written.