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or other legal or equitable proceeding. The Parties agree that this Agreement shall not be <br />construed as, offered or admitted in evidence as, received as, or deemed to be evidence for any <br />purpose adverse to the named and unnamed parties released by and through this Agreement <br />including, but not limited to, evidence of a presumption, concession, indication, or admission by <br />any of the parties released by and through this Agreement of any liability, fault, wrongdoing, <br />omission, concession, or damage. Without waiving the agreement concerning admissibility, the <br />Parties agree that a copy of this Agreement may be used in a subsequent action or proceeding <br />brought to enforce the terms of this Agreement or to be used as proof of settlement and a release <br />thereof of all claims as identified herein. <br />10. Representations and Warranties: <br />10.1 The Parties warrant, represent, and agree that no other person or entity has, or has <br />had, any interest in the claims, demands, obligations, or causes of action that form the basis of <br />the claim against the parties released by and through this Agreement, Released Parties to any <br />other claim, contention, act, or omission that has been separately alleged by CORTEZ in <br />connection with the subject Incident and/or Action; that the Parties have the sole right and <br />exclusive authority to execute this Agreement; and that the Parties have not sold, assigned, <br />subrogated, transferred, conveyed, or hypothecated, or purported to assign, subrogate, transfer, or <br />hypothecate, to any other person or entity, any damages, suits, claims, debts, wages, <br />compensation, demands, assessments, obligations, liabilities, attorney's fees, costs, expenses, <br />rights of action or causes of action released herein. <br />11. Non -Disparagement: <br />11.1 In consideration of the covenants, promises and agreements contained in this <br />Agreement, each of the Parties separately warrants and agrees that she/it will not make any <br />written or oral statement or engage in any conduct that disparages, criticizes, maligns, blames, <br />defames, libels, or slanders the image or reputation of the other, including, but not limited to, any <br />of their past or present subsidiaries, customers, clients, member companies, affiliates, parent <br />companies, officers, elected and appointed officials, directors, agents, or employees. <br />12. Integration/Modifieation & No Inducement: <br />12.1 This Agreement constitutes the entire agreement between the Parties with respect <br />to the subject matter hereof and is a final and complete expression of the intention of the Parties <br />hereto. No representations, promises, monetary payments or inducements have been made by <br />any Party, other than those set forth in this Agreement. Any and all prior negotiations, <br />communications, discussions, representations or promises of any kind, whether oral or written, <br />concerning the subject matter of this Agreement are superseded hereby and shall be considered <br />without any legal force or effect. This is a fully integrated Agreement. This Agreement is not <br />subject to oral modification. This Agreement may be modified, altered, amended or changed <br />only by a writing signed by all Parties hereto. <br />12.2 The Parties declare and represent that no promises, inducements or other <br />agreements not expressly contained herein have been made and that this Agreement contains the <br />[81 <br />