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Each party agrees that the foregoing release shall be and remain effective in all <br />respects notwithstanding such different or additional facts or law or any party's <br />discovery thereof. The Parties shall not be entitled to any relief in connection <br />therewith, including, but not limited to, any damages or any right or claim to set aside <br />or rescind this Agreement. <br />(d) None of the Parties or their respective agents nor any related entities have made any <br />statement or presentation to the other regarding any fact relied upon in entering into <br />this Agreement and the Parties, and each of them, expressly do not rely upon any <br />statement, representation or promise of any other party or any party's agent or related <br />entities in executing this Agreement, except as is expressly set forth herein. Each of <br />the Parties has made such investigation of the facts and law pertaining to the subject <br />matter of this Agreement as it deems necessary, and has consulted with legal counsel <br />of its own choosing concerning these matters. <br />(e) Tenant hereby represents and warrants as of the Effective Date of this Agreement that <br />(1) to its actual knowledge, no other entity or person has any right, title, or interest <br />whatsoever in the released claims, and (2) that there has been no assignment, <br />transfer, conveyance or other disposition by Tenant of any of the released claims, and <br />that Tenant will not make any such assignment, transfer, conveyance or other <br />disposition subsequent to the Effective Date of this Agreement. Tenant acknowledges <br />that the Authority has relied and is relying upon such representations and warranties in <br />entering into this Agreement. <br />(f) Tenant will Hold Harmless and defend City, its employees, agents, contractors or <br />representatives from any claims that may arise from Tenant's nondisclosure of any <br />other interests in the Property or personal property referenced by this agreement. <br />(g) This Agreement represents a settlement of doubtful and disputed claims between the <br />Parties and does not constitute any admission of liability by either party to the other <br />party to this Agreement. City has delivered to Owner an offer to purchase the Property <br />under threat of eminent domain pursuant to Government Code Section 7267.2. Tenant <br />and City now wish to enter into this Agreement in lieu of eminent domain proceedings. <br />3. Third Partv Beneficiaries <br />Except as explicitly set forth herein, nothing in this Agreement is intended to create any third <br />party beneficiaries under this Agreement, and no person or entity other than Authority and <br />Tenant shall be authorized to enforce the provisions of this Agreement. <br />4. Attorney's Fees <br />In the event of litigation relating to or arising out of this Agreement, the prevailing party shall be <br />entitled to be reimbursed by the non - prevailing party for all reasonable costs and expenses <br />incurred thereby, including, but not limited to reasonable attorney's fees and costs for services <br />rendered to such prevailing party. <br />5. Indemnity <br />Each party shall indemnify, defend and hold the other party and the Released Parties <br />harmless from and against any claims, damages, demands, liabilities, losses, judgments, <br />expenses and attorney's fees and /or costs resulting from the breach by such indemnifying <br />party of any provision of this Agreement, the falsity of any representation or warranty made by <br />the indemnifying party contained in this Agreement. <br />3 of 6 <br />