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with the demolition of the buildings and all other Improvements on the Property shall be paid by the Tenants as an offset from the final payment described in section 1(d), above. 3. Release a. Owners and Tenants, individually and collectively on behalf of themselves, their agents, assigns and related entities, agree to indemnify, fully release, acquit and discharge City, and the officers, directors, employees, attorneys, accountants, other professionals, insurers and agents of City (collectively "Agents") and all entities related to City, from any and all rights, claims, interests, demands, actions or causes of action which Owners and/or Tenants now have or may in the future have against City arising from the acquisition of the Property, including, but not limited to, trade fixtures, furniture and equipment, leasehold interests, and claims for loss of business goodwill, bonus value (if any) and/or severance damages (if any). b. No Party, nor any Agents, nor any related entities, to this ASA have made any statement or representation to any other Party regarding any fact relied upon in entering into this ASA, and each party expressly states it does not rely upon any statement, representation or promise of any other Party or any Party's Agent or related entities in executing this ASA, except as is expressly stated in this ASA. Each Party to this ASA has made_ such investigation of the facts and law pertaining to this ASA, and of all other matters pertaining hereto, as it deems reasonable, necessary and/or appropriate, and has consulted with legal counsel concerning the matters contained herein. 4. Attorney's Fees In the event of litigation relating to this ASA, the prevailing party shall be entitled to reasonable attorneys' fees and costs.. Indemnity By Owners and Tenants Owners and Tenants shall individually and collectively indemnify, defend and hold harmless City from and against any and all claims, demands, liabilities, losses, judgments, expenses and attorney's fees resulting from the breach by Owners and/or Tenants of any provision of this ASA, or the falsity of any representation or warranty made by Owners and/or Tenants contained in this ASA. 6. Entire Agreement This ASA contains the entire Agreement of the Parties hereto pertaining to the subject matter discussed herein, and supersedes any prior written or oral agreements between them concerning the subject matter contained herein. This ASA maybe modified only by a writing executed by the Parties hereto. Acquisition Settlement Agreement Page 3 of 8 25K-17