filed or pursued, any
complaints, charges or lawsuits of any kind with any court, governmental or
administrative agency or arbitrator against the other parties hereto or any of
their Affiliates, predecessors, successors or assigns, asserting any claims that
are released in this Agreement.
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8. Goodwill and Reputation of the Company and the Guezes. Each of the parties
hereto further agrees not to take actions or make statements, written or oral,
that disparage or defame the goodwill or reputation of any other party hereto,
or any of their respective parents, subsidiaries, partners, affiliates,
shareholders, directors, officers, employees, agents, representatives,
predecessors, successors, assigns, heirs, executors or administrators.
9. Attorney's Fees. The losing party shall be liable to the prevailing party for
its reasonable costs and attorney's fees, including the costs of the arbitrator
in any arbitration, incurred in any action to enforce this Agreement.
10. Independent Counsel; Interpretation. EACH OF THE GUEZ PARTIES HEREBY
EXPRESSLY REPRESENTS, ACKNOWLEDGES AND CONFIRMS, JOINTLY AND SEVERALLY, THAT
STUBBS ALDERTON & MARKILES, LLP IS NOT REPRESENTING THE GUEZ PARTIES OR ANY OF
THEIR AFFILIATES (OTHER THAN THE COMPANY), THAT HE/SHE/IT HAS BEEN ADVISED TO
SEEK AND OBTAIN LEGAL ADVICE FROM INDEPENDENT COUNSEL REPRESENTING HIS/HER/ITS
INTERESTS WITH RESPECT TO THIS AGREEMENT, THAT HE/SHE/IT HAS HAD THE FULL RIGHT
AND OPPORTUNITY TO CONSULT WITH SUCH COUNSEL, THAT HE/SHE/IT HAS AVAILED
HIMSELF/HERSELF/ITSELF OF THIS RIGHT AND OPPORTUNITY, THAT HE/SHE/IT HAS
CAREFULLY READ AND FULLY UNDERSTANDS THIS AGREEMENT IN ITS ENTIRETY, THAT
HE/SHE/IT IS FULLY AWARE OF THE CONTENTS HEREOF AND THE MEANING, INTENT AND
LEGAL EFFECT OF THIS AGREEMENT, AND THAT HE/SHE/IT HAS EXECUTED THIS AGREEMENT
FREE FROM COERCION, DURESS OR UNDUE INFLUENCE. SPECIFICALLY, BY SIGNING THIS
AGREEMENT, EACH GUEZ PARTY UNDERSTAND, AND HEREBY JOINTLY AND SEVERALLY
ACKNOWLEDGES AND CONFIRMS, THAT HE/SHE/IT MAY BE GIVING UP SIGNIFICANT LEGAL
RIGHTS. SHOULD ANY PROVISION OF THIS AGREEMENT REQUIRE JUDICIAL INTERPRETATION,
IT IS AGREED THAT A COURT INTERPRETING OR CONSTRUING THE SAME SHALL NOT APPLY A
PRESUMPTION THAT THE TERMS HEREOF SHALL BE MORE STRICTLY CONSTRUED AGAINST ANY
PARTY BY REASON OF THE RULE OF CONSTRUCTION THAT A DOCUMENT IS TO BE CONSTRUED
MORE STRICTLY AGAINST THE PARTY WHO ITSELF OR THROUGH ITS AGENT PREPARED THE
SAME, IT BEING AGREED THAT ALL PARTIES HERETO HAVE PARTICIPATED IN THE
PREPARATION OF THIS AGREEMENT.
11. Notices. Any notice required to be given or delivered by one party to the
other hereunder shall be in writing and addressed as specified below or at such
other addresses as shall be specified by the parties by like notice. All notices
shall be deemed effectively given (a) upon personal delivery, (b) five (5) days
after deposit in the United States mail by certified or registered mail (return
receipt requested), (c) two (2) business day after its deposit with any return
receipt express courier (prepaid), or (d) one (1) business day after
transmission by facsimile or electronic mail.
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If to the Company:
If to the Guez Parties:
Blue Holdings, Inc.
Paul and Elizabeth Guez
4901 Zambrano