|
2. Release
<br />a. Owner, on behalf of itself, its agents, assigns and related entities, agree to
<br />indemnify, fully release, acquit and discharge City, and the officers,
<br />directors, employees, attorneys, accountants, other professionals,
<br />insurers and agents of City (collectively "Agents") and all entities related to
<br />City, from any and all rights, claims, interests, demands, actions or causes
<br />of action which Owner now has or may in the future have against City
<br />arising from the acquisition of the Acquired Property, including, but not
<br />limited to, trade fixtures, furniture and equipment, leasehold interests, and
<br />claims for loss of business goodwill, bonus value (if any) and/or severance
<br />damages (if any), including claims from vendors, independent contractors,
<br />tenants now and forever.
<br />b. No Party, nor any Agents, nor any related entities, to this ASA have made
<br />any statement or representation to any other Party regarding any fact
<br />relied upon in entering into this ASA, and each party expressly states it
<br />does not rely upon any statement, representation or promise of any other
<br />Party or any Party's Agent or related entities in executing this ASA, except
<br />as is expressly stated in this ASA. Each Party to this ASA has made such
<br />investigation of the facts and law pertaining to this ASA, and of all other
<br />matters pertaining hereto, as it deems reasonable, necessary and/or
<br />appropriate, and has consulted with legal counsel concerning the matters
<br />contained herein.
<br />4. 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 />5. Indemnity By Owners
<br />Owner shall indemnify, defend and hold harmless City from and against any and
<br />all claims, demands, liabilities, losses, judgments, expenses and attorney's fees
<br />resulting from the breach by Owner of any provision of this ASA, or the falsity
<br />of any representation or warranty made by Owner contained in this ASA.
<br />6. Entire Agreement
<br />This ASA contains the entire Agreement of the Parties hereto pertaining to the
<br />subject matter discussed herein, and supersedes any prior written or oral
<br />agreements between them concerning the subject matter contained herein. This
<br />ASA may be modified only by a writing executed by the Parties hereto.
<br />Page 3 of 13
<br />
|