12. Other General Terms & Conditions Early Termination Agreement & Mutual Release
13. Mutual Release.
(a)Release by TCG. In consideration of Platinum Restaurants Mid America, LLC promises made in this Release, TCG, its members, agents, officers, employees, representatives, insurer, subsidiaries, and affiliates hereby fully and forever release, acquit, and discharge Platinum Restaurants Mid America, LLC, its stockholders, members, agents, directors, officers, employees, representatives, insurers, subsidiaries, and affiliates of and from any and all liability whatsoever, including all claims, demands, causes of action of every nature, whether based on statute or at common law, at law or in equity, or sounding in contract or tort which TCG may have or ever claim to have by reason of: Platinum Restaurants Mid America, LLC, Performance of its obligations under the Agreement dated July 2, 2017 and the date of execution of this Release.
(b) Release by Platinum Restaurants Mid America, LLC, In consideration of TCG’s approval to terminate the Agreement before the expiration of the term, as well as other promises made in this Release, Platinum Restaurants Mid America, LLC, . its member, agents, officers, employees, representatives, insurers, subsidiaries, and affiliates hereby full and forever release, acquit, and discharge TCG, its stockholders, members, agents, directors, officers, employees, representatives, insurers, subsidiaries, and affiliates of and from any and all liability whatsoever, including all claims, demands, causes of action of every nature, whether based on statute or at common law, at law or in equity, or sounding in contract which Platinum Restaurants Mid America, LLC, ., may have or ever claim to have by reason of TCG’s performance of its obligations under the Agreement dated July 2, 2017 and the date of execution of this Release. (c) For this release and Early Termination of the Agreement Platinum Restaurants Mid America, LLC, . Agrees to pay TCG a onetime early termination payment of $15,000.00 within 7 days upon execution of this Release.
14. Headings. The headings in this Release are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
15. Agreement Drafted by Parties. This Release shall be deemed drafted by all parties hereto even though one of the parties may have initially drafted the Release and submitted it to the others for review. No provision in this Release shall be interpreted for or against a particular party due to the fact that a party drafted the provision.
16. Force Majeure. Other than the payment of money neither party shall be liable for or deemed to be in default for any delay or failure to perform any act under this Release resulting, directly or indirectly, from Acts of God, civil, or military authority, acts of public enemy, war, accidents, fires, explosions, earthquake, flood, failure of transportation, strikes or other work stoppages by either party’s employees, or any other cause beyond the reasonable control of such party.
17. Amendment. This Release may not be orally changed or modified in any way. All changes or modifications to this Release shall be in writing and only by the parties executing an Amendment to Early Termination Agreement &
Mutual Release which provides (i) article or terms the parties wish to amend, (ii) provides the amended article language and (iii) Amendment is notarized by a duly appointed notary public.
18. Law & Jurisdiction. This Release is made and entered into in the state of Iowa, and shall in all respects be interpreted, enforced, and governed by and under the laws of Iowa. TCG and Platinum Restaurants Mid America, LLC, Agree that exclusive jurisdiction and venue over any dispute arising out of this Release shall vest in the Iowa District Court in and for Dubuque County and/or the U.S. District Court for the Northern District of Iowa. Platinum Restaurants Mid America, LLC, waives any and all of its rights to interpose any claims, deductions, setoffs or counterclaims of any nature in any dispute with respect to this Release. Any claims, deductions, setoffs or counterclaims must be brought as a separate action subject to the choice of law, forum selection and jurisdictional waiver provisions of this agreement.
19. Attorney Fees. In the event either party commences to retain legal counsel or commences a legal proceeding to enforce any of the terms of this Agreement, the prevailing party in such action shall have the right to recover all reasonable attorneys’ fees and costs from the opposing party. The non-prevailing party in any dispute under this Agreement agrees to pay all costs and expenses, including expert witness fees, attorneys’ fees and collection costs incurred by the prevailing party in resolving such dispute. The Prevailing party shall be defined as the party obtaining at least half of the monetary relief sought, whether by compromise prior to or after commencing a legal proceeding, settlement agreement or judgment. In the event a judgement is rendered the non-prevailing party agrees to pay any post judgement costs and expenses, including investigators fee’s, attorneys’ fees and collection costs incurred by the prevailing party to enforce the terms of said judgement.
20. Counterparts. This Release may be executed in two or more counterparts, each of which shall be deemed an original and each of which when combined with the other shall constitute one and the same instrument. Photocopy, facsimile, electronic, or other copies of signatures shall have the same effect as an ink-signed original.
21. Successors and Assigns. All of the provisions contained herein shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto and to the same extent as if each party were named as a party to this Release.
22. Severability of Remaining Parts. Should any provision of this Release be declared by any court of competent jurisdiction illegal or invalid, the validity of the remaining parts, terms, or provisions shall not be affected thereby and said illegal or invalid term, or provision shall be deemed not to be a part of this Release.
23. No Set Offs. Platinum Restaurants Mid America, LLC, obligation to make the payments provided for in this Release and otherwise to perform its obligations hereunder shall not be affected by a setoff, counterclaim, recoupment, defense or other claim, right or action which Platinum Restaurants Mid America, LLC, may have against TCG.
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