7.2.
NO REINSTATEMENT. EXECUTIVE AGREES THAT HE
WILL NOT APPLY FOR REINSTATEMENT WITH THE COMPANY OR SEEK IN ANY WAY TO BE
REINSTATED, RE-EMPLOYED OR HIRED BY THE COMPANY IN THE FUTURE. EXECUTIVE
(I) AGREES THAT, IF HE DOES SEEK SUCH REINSTATEMENT, THEN THE DENIAL OF SUCH
SHALL BE CONSIDERED LEGITIMATE, PROPER, AND NON-DISCRIMINATORY FOR ALL PURPOSES,
AS WELL AS AN EXERCISE OF THE COMPANY'S RIGHTS UNDER THIS SECTION; AND
(II) RELEASES THE COMPANY AND THE OTHER RELEASED PERSONS FROM ALL CLAIMS ARISING
FROM EXERCISE OF THEIR RIGHTS UNDER THIS SECTION 7.2 (INCLUDING THE CLAIMS
REFERENCED ABOVE IN SECTION 2).
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7.3.
SUCCESSORS AND ASSIGNS. THIS RELEASE SHALL
INURE TO THE BENEFIT OF AND BE BINDING UPON THE COMPANY AND EXECUTIVE AND THEIR
RESPECTIVE SUCCESSORS, EXECUTORS, ADMINISTRATORS AND HEIRS. EXECUTIVE MAY NOT
MAKE ANY ASSIGNMENT OF THIS RELEASE OR ANY INTEREST HEREIN, BY OPERATION OF LAW
OR OTHERWISE. THE COMPANY MAY ASSIGN THIS RELEASE TO ANY SUCCESSOR TO ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS AND BUSINESS BY MEANS OF LIQUIDATION,
DISSOLUTION, TRANSFER OF ASSETS, OR OTHERWISE.
7.4.
SEVERABILITY. WHENEVER POSSIBLE, EACH
PROVISION OF THIS RELEASE WILL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE
AND VALID UNDER APPLICABLE LAW. HOWEVER, IF ANY PROVISION OF THIS RELEASE IS
HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY,
ILLEGALITY OR UNENFORCEABILITY WILL NOT AFFECT ANY OTHER PROVISION, AND THIS
RELEASE WILL BE REFORMED, CONSTRUED AND ENFORCED AS THOUGH THE INVALID, ILLEGAL
OR UNENFORCEABLE PROVISION HAD NEVER BEEN HEREIN CONTAINED.
7.5.
ENTIRE AGREEMENT; AMENDMENTS. EXCEPT AS
OTHERWISE PROVIDED HEREIN, THIS RELEASE CONTAINS THE ENTIRE AGREEMENT AND
UNDERSTANDING OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF, AND
MERGES AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS DISCUSSIONS, AGREEMENTS AND
UNDERSTANDINGS OF EVERY NATURE RELATING TO THE SUBJECT MATTER HEREOF, EXCEPT AS
OTHERWISE SPECIFICALLY PROVIDED FOR HEREIN. THIS RELEASE MAY NOT BE CHANGED OR
MODIFIED, EXCEPT BY AN AGREEMENT IN WRITING SIGNED BY EACH OF THE PARTIES
HERETO.
7.6.
GOVERNING LAW. THIS RELEASE SHALL BE GOVERNED
BY, AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT
REGARD TO THE APPLICATION OF THE PRINCIPLES OF CONFLICTS OF LAWS.
7.7.
COUNTERPARTS AND FACSIMILES. THIS RELEASE
MAY BE EXECUTED, INCLUDING EXECUTION BY FACSIMILE SIGNATURE, IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, AND ALL OF WHICH
TOGETHER SHALL BE DEEMED TO BE ONE AND THE SAME INSTRUMENT.
IN WITNESS WHEREOF, the Company has caused this Release to be executed by its
duly authorized officer, and Executive has executed this Release, in each case
as of the date first above written.
REAL MEX RESTAURANTS, INC.
By:
Name & Title:
EXECUTIVE
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