Exhibit 10.2
EXECUTION COPY
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE
This Settlement Agreement and Mutual
General Release (“Agreement”) is made and entered into
as of February 5, 2008, by and among A&L Salvage, LLC, a
Pennsylvania limited liability company (“A&L”),
Apex Environmental, LLC, a Delaware limited liability company
(“Apex”), Hudson Logistics, Inc., a Delaware
corporation (“Hudson”) and Chartwell International,
Inc., a Nevada corporation (“Chartwell”). A&L,
Apex, Hudson and Chartwell are collectively referred to herein as
the “Parties.”
RECITALS
Whereas, A&L and Apex
filed a complaint against Hudson and Chartwell in the Superior
Court of New Jersey, Passaic County, New Jersey, entitled
A&L Salvage, LLC and Apex Environmental, LLC vs. Chartwell
International, Inc. and Hudson Logistics, Inc., Docket No.
PAS-L-4344-07 , filed October 18, 2007 and amended
January 18, 2008, which includes claims for nonpayment for
service rendered (the “Action”);
Whereas , the Parties
desire to fully and finally resolve, settle, compromise, and
discharge any and all actual or potential claims and controversies
between them, regardless of whether such actual or potential claims
are known or unknown; and
Therefore the Parties
agree as follows:
AGREEMENT
In consideration of the promises and
mutual covenants, waivers, and releases contained herein, it is
hereby agreed by and between the Parties hereto as follows:
1. Hudson shall pay to Apex and A&L the total sum of
Four Hundred and Ninety Thousand Dollars ($490,000.00) on behalf of
Hudson and Chartwell to fully settle all outstanding claims and
invoices of Apex and A&L incurred by Hudson as alleged in the
Action (the “Payment”). Said Payment shall be sent via
wire transfer no later than February 6, 2008, in the amounts
and pursuant to the information set forth below. The Payment shall
represent full payment of any and all sums due to Apex and A&L
by Hudson, Chartwell, and/or their respective assignees with
respect to all outstanding claims, debts and/or invoices of Apex
and A&L incurred and owing by Hudson through the date of this
Agreement in relation to the business of Hudson. A&L and
Apex’s receipt of the Payment shall be conclusive evidence of
Hudson and Chartwell meeting their obligations under this Agreement
and, as of the time of receipt of payment, there is no breach or
default of any contract affecting or having any relation to the
Action or the rights of the Parties, any such alleged prior breach
or default having been cured or resolved, nor is there any claim or
threatened claim of such a breach or default that is being asserted
or will be asserted relating to activities through said date and
time.
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Wire Transfer
Information
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For A&L:
$345,959.11
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For Apex: $144,040.89 |
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Bank: Huntington
National Bank, Ohio
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Bank: Comerica Bank, Detroit,
Michigan |
1
EXECUTION COPY
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ABA# 044000024
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ABA# 072000096 |
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Acct Name: A&L
Salvage
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Acct Name: Apex Environmental
Depository Account |
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Acct #:
01789759587
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Acct#: 1852400827 |
2. All claims that A&L and Apex have asserted or could
have asserted in the Action shall be dismissed with prejudice, with
waiver of all rights of appeal and other judicial review,
attorneys’ fees and/or costs. Upon receipt of the Payment,
A&L and Apex shall direct their respective counsel to execute
and file with the Superior Court of New Jersey, Passaic County, a
Stipulation of Dismissal With Prejudice of All Claims in the form
attached hereto as Exhibit A .
3. A&L and Apex individually and jointly do hereby
release, acquit and fully and forever discharge each of Hudson and
Chartwell, together with its respective directors, officers,
employees, successors, affiliates, agents, representatives,
assigns, and attorneys, in such capacities, of and from all
actions, causes of action, accounts, agreements, attorneys’
fees, bonds, covenants, contracts, controversies, claims, damages,
demands, debts, executions, judgments, liabilities, obligations,
promises, predicate acts, reckonings, suits, sums of money,
trespasses and variances whatsoever, whether known or unknown,
contingent or fixed, in law, admiralty or equity, which A&L and
Apex now have or ever had against Hudson or Chartwell from the
beginning of the world to the date of this Agreement, that relate
to or arise out of the facts or subject matter that were asserted
or could have been asserted in the Action through this date,
provided that any obligations created by or set forth in
this Agreement shall not be released.
4. Hudson and Chartwell individually and jointly do hereby
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