GENERAL RELEASE AGREEMENT
This
GENERAL RELEASE AGREEMENT (this
“
Agreement ”),
dated as of this 18th day of December, 2007, is entered into by and
among UFood Restaurant Group, Inc., formerly known as UFood
Franchise Company, a Nevada corporation (“Seller”),
Bent Hahn (“Hahn” or “Buyer”), Axxent
Media, Inc., a Nevada corporation (“Media”), and
KnowFat Franchise Company, Inc., a Delaware corporation
(“KnowFat”). In consideration of the mutual benefits to
be derived from this Agreement, the covenants and agreements set
forth herein, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the execution and
delivery hereof, the parties hereto hereby agree as
follows:
1.
Split-Off Agreement
. This
Agreement is executed and delivered by Media pursuant to the
requirements of Section 7.3 of that certain Split-Off Agreement
(the “Split-Off Agreement”) by and among Seller, Media,
Buyer and KnowFat, as a condition to the closing of the purchase
and sale transaction contemplated thereby (the
“Transaction”).
2.
Release and Waiver by Media
. For
and in consideration of the covenants and promises contained herein
and in the Split-Off Agreement, the receipt and sufficiency of
which are hereby acknowledged, Media, on behalf of itself and its
assigns, representatives and agents, if any, hereby covenants not
to sue and fully, finally and forever completely releases Seller
and KnowFat, along with their respective present and former
officers, directors, stockholders, members, employees, agents,
attorneys and representatives (collectively, the “Seller
Released Parties”), of and from any and all claims, actions,
obligations, liabilities, demands and/or causes of action, of
whatever kind or character, whether now known or unknown, which
Media has or might claim to have against the Seller Released
Parties for any and all injuries, harm, damages (actual and
punitive), costs, losses, expenses, attorneys’ fees and/or
liability or other detriment, if any, whenever incurred or suffered
by Media arising from, relating to, or in any way connected with,
any fact, event, transaction, action or omission that occurred or
failed to occur at or prior to the closing of the
Transaction.
3.
Release and Waiver by Buyer
. For
and in consideration of the covenants and promises contained herein
and in the Split-Off Agreement, the receipt and sufficiency of
which are hereby acknowledged, Buyer hereby covenants not to sue
and fully, finally and forever complete
|
