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which this Agreement arises prior to entering into this Agreement, and each Party hereto and <br />their respective attorney(s), if any, have made such investigation of the facts pertaining to this <br />Agreement, and all of the matters appertaining thereto, as they deem necessary. <br />(e) The terms of this Agreement are contractual and not a mere recital. <br />(f) By signing this Agreement, each Party represents and warrants that such Party has <br />carefully read this Agreement, that the contents hereof are known and understood by such Party, <br />and that this Agreement is signed freely by such Party. <br />(g) Each Party executing this Agreement in a representative capacity represents and <br />warrants that it is empowered to do so. <br />7. Enforcement of Settlement. The Parties agree this Agreement is entered into <br />pursuant to California Code of Civil Procedure Section 664.6, and the Orange County Superior <br />Court will have jurisdiction over the parties to enforce this Agreement and the terms of this <br />Agreement until performance in full of the terms of the Agreement. <br />8. Attorney's Fees. Should any Party hereto institute any legal action or proceeding <br />to enforce any provision of this Agreement or for damages by reason of any alleged breach of any <br />provision of this Agreement, the prevailing Party shall be entitled to receive from the losing Party <br />all of its costs and expenses, including, without limitation, reasonable attorney's fees, court costs, <br />and disbursements actually and reasonably incurred in connection with said proceeding. Such <br />fees shall be in addition to any penalties authorized by this Agreement. <br />9. No Admission. This Agreement is executed pursuant to a compromise and <br />settlement entered into by each of the Parties hereto without any admission of liability to each <br />other, but solely for the purpose of avoiding costly litigation on disputed claims and avoiding <br />further uncertainty, controversy, and legal expense. Without limiting the foregoing, neither the <br />settlement of the dispute nor any consideration provided by any Party, nor anything contained in <br />this Agreement, shall be taken or construed to be an inference or admission by any of the Parties <br />or as evidencing or indicating in any degree the truth or correctness of any claims or defenses <br />asserted in the Action. <br />10. Choice of LawNenue. This Agreement shall be governed by and construed under <br />the laws of the State of California. If any provision of this Agreement is invalid or contravenes <br />California law, such provision shall be deemed not to be a part of this Agreement and shall not <br />affect the validity or enforceability of the remaining provisions. Nothing contained herein shall <br />be construed so as to require the commission of any acts contrary to law, and wherever there is a <br />conflict between any provisions of this Agreement and any present or future statute, law, <br />ordinance, or regulation, the former shall be curtailed and limited only to the extent necessary to <br />make it comply with such statute, law, ordinance, or regulation. Any action arising out of this <br />Agreement, or the matters addressed herein, shall be brought within the Superior Court for the <br />State of California, County of Orange. <br />Page 4 of 7 <br />