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Abandonment of the Property, (3) turned over all sets of keys to the Property to
<br />the City or to City's agents, and (4) confirmed in writing to City that any and
<br />all hazardous materials have been removed from the Property in accordance
<br />with all applicable federal and state laws, ordinances and/or regulations.
<br />C. Payment of the consideration referenced in section 1 of this ASA, shall constitute
<br />full satisfaction of any and all loss of business goodwill, leasehold interests,
<br />personal property, improvements pertaining to realty, bonus value of City's
<br />obligations to compensate Tenant.
<br />d. As a matter of record, the compensation paid to Tenant in accordance with this
<br />ASA is does not include relocation benefits.
<br />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 Property,
<br />including, but not limited to, trade fixtures, furniture and equipment, leasehold
<br />interests, and claims for loss of business goodwill, bonus value (if any) and/or
<br />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. 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 />Acquisition Settlement Agreement
<br />Pale 2 of '8
<br />25K-6
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