|
2. Release
<br />a. Tenant, on behalf of itself, its agents, assigns and related entities, agree to
<br />indemnify, fully release, acquit and discharge City, and the officers, directors,
<br />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 toss 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 />Attorney'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. PartialInvalidity
<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 />Acquisition Settlement Agreement
<br />Page 4 of 8
<br />25Q-8
<br />
|