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employees, attorneys, accountants, other professionals, insurers and agents of <br />City (collectively "Agents") and all entities related to City, from any and all rights, <br />claims, interests, demands, actions or causes of action which Tenant now has or <br />may in the future have against City arising from the acquisition of the Acquired <br />Property, including, but not limited to, trade fixtures, furniture and equipment, <br />leasehold interests, and claims for loss of business goodwill, bonus value (if any) <br />and/or severance damages (if any), including claims from vendors, independent <br />contractors, subtenants now and forever. <br />b. No Party, nor any Agents, nor any related entities, to this ASA have made any <br />statement or representation to any other Party regarding any fact relied upon in <br />entering into this ASA, and each party expressly states it does not rely upon any <br />statement, representation or promise of any other Party or any Party's Agent or <br />related entities in executing this ASA, except as is expressly stated in this ASA. <br />Each Party to this ASA has made such investigation of the facts and law <br />pertaining to this ASA, and of all other matters pertaining hereto, as it deems <br />reasonable, necessary and/or appropriate, and has consulted with legal counsel <br />concerning the matters contained herein. <br />3. Attornev's Fees <br />In the event of litigation relating to this ASA, the prevailing party shall be <br />entitled to reasonable attorneys' fees and costs. <br />4. Indemnity By Tenants <br />Tenant shall indemnify, defend and hold harmless City from and against any and all <br />claims, demands, liabilities, losses, judgments, expenses and attorney's fees resulting <br />from the breach by Tenant of any provision of this ASA, or the falsity of any <br />representation or warranty made by Tenant contained in this ASA. <br />5. Entire Agreement <br />This ASA contains the entire Agreement of the Parties hereto pertaining to the subject <br />matter discussed herein, and supersedes any prior written or oral agreements between <br />them concerning the subject matter contained herein. This ASA may be modified only <br />by a writing executed by the Parties hereto. <br />6. Partiallnvalidity <br />In the event that any term, covenant, condition or provision of this ASA shall be held by <br />a court of competent jurisdiction to be invalid or against public policy, the remaining <br />provisions shall continue in full force and effect. <br />Waiver <br />The provisions of this ASA may be waived, altered, amended or repealed, in whole or <br />in part, only upon the written consent of all Parties to this ASA. The waiver by one party <br />Acquisition Settlement Agreement <br />Page 4 of 8 <br />25Q-39 <br />