CAN, SHALL OR MAY HAVE, FOR, UPON, OR BY REASON OF
ANY MATTER, CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE
TERMINATION DATE ARISING OUT OF OR RELATING TO THE FINDERS AGREEMENT OR ITS
TERMINATION.
8.2
RELEASE BY ICONIX.
EFFECTIVE AS OF THE CLOSING DATE, ICONIX, FOR
ITSELF AND FOR EACH OF ITS RESPECTIVE PAST AND PRESENT AGENTS, OFFICERS,
DIRECTORS, EMPLOYEES, ATTORNEYS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AND ALL OF
ITS AFFILIATED LEGAL OR BUSINESS ENTITIES, INSURERS, SUCCESSORS AND ASSIGNS,
BOTH INDIVIDUALLY AND IN THEIR REPRESENTATIVE CAPACITY (JOINTLY AND SEVERALLY
THE "ICONIX RELEASING PARTIES") HEREBY JOINTLY AND SEVERALLY, RELEASE AND
DISCHARGE CHEROKEE AND EACH OF ITS AFFILIATES, PARENTS, SUBSIDIARIES, OFFICERS,
DIRECTORS, STOCKHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, ACCOUNTANTS AND OTHER
ADVISORS, AND THE HEIRS, EXECUTORS AND ADMINISTRATORS, IF APPLICABLE, AND THE
PREDECESSORS, SUCCESSORS OR ASSIGNS OF EACH OF THE FOREGOING (COLLECTIVELY THE
"ICONIX RELEASED PARTIES") FROM ALL CLAIMS, IN LAW OR EQUITY, WHICH AGAINST ANY
OR ALL OF THE ICONIX RELEASED PARTIES, ANY OR ALL OF THE ICONIX RELEASING
PARTIES EVER HAD, NOW HAVE OR HEREAFTER CAN, SHALL OR MAY HAVE, FOR, UPON, OR BY
REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD
TO THE TERMINATION DATE ARISING OUT OF OR RELATING TO THE FINDERS AGREEMENT OR
ITS TERMINATION.
8.3
EXCEPTIONS, INDEMNIFICATION.
NOTWITHSTANDING ANYTHING CONTAINED
IN THIS SECTION 8 TO THE CONTRARY, THIS SECTION 8 SHALL NOT APPLY TO ANY CLAIMS
ARISING OUT OF BREACH OF THE OBLIGATIONS CONTAINED IN THIS AGREEMENT.
EACH OF
ICONIX AND CHEROKEE HEREBY AGREE TO INDEMNIFY AND HOLD THE OTHER HARMLESS FROM
ANY AND ALL LOSES, LIABILITIES, EXPENSES AND COSTS (INCLUDING REASONABLE
ATTORNEYS' FEES) ARISING OUT OF, RESULTING FROM, OR RELATING TO (A) ANY BREACH
OF ANY REPRESENTATION OR WARRANTY MADE HEREIN BY SUCH PARTY OR (B) ANY BREACH OF
ANY COVENANT OR AGREEMENT MADE BY ANY PARTY HEREIN.
9.
MISCELLANEOUS.
9.1
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS
HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN OR
MADE AS OF THE DATE DELIVERED OR MAILED IF DELIVERED PERSONALLY OR MAILED BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO THE
PARTIES AT THEIR RESPECTIVE ADDRESSES SET FORTH BELOW:
3
If to Iconix or MAC:
With a copy to:
Iconix Brand Group, Inc.
Blank Rome LLP
1450 Broadway, 4th Floor
405 Lexington Avenue
New York, New York 10018
New York, New York 10174
Attn: Neil Cole, CEO
Attn: Robert J. Mittman, Esq.
Fax: (212) 391-0127
Fax: (212) 885-5001
If to Cherokee:
With a copy to:
Cherokee, Inc.
Morrison & Foerster LLP
6835 Valjean Avenue
12531 High Bluff Drive, Suite 100
Van Nuys, CA 91406
San Diego, CA 92130
Attn: Robert Margolis, Chairman & CEO
Attn: Scott M. Stanton
Fax: (818) 908-9191
Fax: (858) 523-5941
9.2
PRESS RELEASE.
IMMEDIATELY FOLLOWING THE EXECUTION AND DELIVERY
OF THIS AGREEMENT, CHEROKEE AND ICONIX SHALL EACH ISSUE A PRESS RELEASE
ANNOUNCING THE EXECUTION OF THIS AGREEMENT, WHICH PRESS RELEASES SHALL BE
SUBJECT TO THE