SETTLEMENT AGREEMENT AND MUTUAL RELEASE
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE ("Agreement"), is
entered into by
and among Business Centers, LLC ("Business Centers") Halo
Distribution, LLC,
("Halo") and EYI Industries, Inc.("EYI") (collectively
"Defendants").
Recitals:
A. On February 2, 1999, Business Centers entered into a lease
agreement with
Halo for certain premises consisting of 33,750 square feet of
office and
warehouse space located at 7109 Global Drive, Louisville, Kentucky
40258 (the
"Lease"). The Lease was extended for an additional 3 year term by a
letter
agreement dated January 15, 2004.
B. EYI is the parent company of Halo.
C. On or about May 2, 2005, Business Centers provided notice to
Halo that the
Lease had been breached, and thus was being terminated, because
Halo had failed
to pay required rents and vacated the premises.
D. On June 29, 2005, Business Centers filed a Statement of Lien for
Rent
pursuant to KRS 383.070 against Halo. The Statement of Lien for
Rent is of
record at Miscellaneous Lien Book 131, Page 520, in the office of
the Jefferson
County Clerk. The lien for rent secured Business Centers for
rentals up to and
including $46,875.00 (the "Liened Amount").
E. On November 15, 2005, Business Centers filed its Complaint
against Defendants
before the Jefferson Circuit Court, Division 5, in Action
No.05-CI-09818 seeking
judgment, both jointly and severally, against Defendants, for the
Liened Amount
as well as for contract damages in an amount within the Court's
jurisdiction
(the Civil Action").
F. The parties to this Agreement have reached a settlement of all
differences
between them relating to the claims, counterclaims and cross claims
that were,
or could have been, asserted by or against Business Centers, on the
one hand,
and the Defendants, on the other hand, relating to the Lease. The
parties desire
to enter into this written Settlement Agreement and Release
documenting the
terms and conditions of the settlement.
AGREEMENT:
NOW, THEREFORE, and in consideration of the recitals and mutual
promises
contained herein and for good and valuable consideration, the
receipt and
sufficiency of which is hereby acknowledged, the Parties hereby
agree as
follows:
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1. DEFENDANTS' TRANSFER OF EQUIPMENT AND PERSONAL PROPERTY. Without
any
admission of liability, the Defendants will transfer and quit
claim, by Bill of
Sale in appropriate form, to Business Centers, "as-is" and without
warranty, the
total of the equipment and personal property shown on Exhibit A
hereto (the
"Property"). The Property being transferred is stipulated to have a
value in the
Liened Amount of $46,875.00.
2. THE DEFENDANTS' RELEASE OF BUSINESS CENTERS. Upon execution of
this
Agreement, the Defendants do hereby for themselves and their past,
present and
future officers, directors, employees, agents, representatives,
affiliates,
successors and assigns, and for all other persons and entities
claiming through
the Defendants, or on their behalf, fully and forever release,
acquit, and
discharge Business Centers and Business Centers' past, present and
future
officers, directors, shareholders, principals, members, employees,
agents,
attorneys, representatives, insurers, reinsurers, and all other
persons or
entities affiliated in any manner with Business Centers, including
parent and
subsidiary organizations, and all other persons or entities acting
or purporting
to act on behalf of the preceding, from any and all claims,
demands, damages,
compensation, payments, expenses, causes of action, obligations,
setoffs,
accounts, proceedings, actions, rights, bonds, specialties,
losses,
controversies, defenses, counterclaims, suits, contracts,
agreements, covenants,
promises, debts, loans, mortgages, sums of money, reckonings,
bills, executions,
judgments, findings, attorneys' fees, costs, expenses, claims for
refunds, and
other liabilities of any kind whatsoever, whether in law or in
equity, known or
unknown, accrued or unaccrued, mature or unmature, contingent or
oth
