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the last party signs this ASA.
<br />b. Vacating Date. Tenant agrees to vacate Property on or before January 31, 2012.
<br />C. Payment of the consideration referenced in section 1 of this ASA, shall constitute
<br />full satisfaction of any and all of City's obligations to compensate Tenant.
<br />2. Termination of Lease
<br />The Lease is hereby terminated as of January 31, 2012 and no party shall have any
<br />further rights or obligations with respect thereto.
<br />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
<br />rights, claims, interests, demands, actions or causes of action which Tenant now
<br />has or may in the future have against City arising from the acquisition of the
<br />Acquired Property, including, but not limited to, trade fixtures, furniture and
<br />equipment, leasehold interests, and claims for loss of business goodwill, bonus
<br />value (if any) and/or severance damages (if any), including claims from vendors,
<br />independent contractors, subtenants now and forever.
<br />b. The City, on behalf of itself, its agents, assigns and related entities, does hereby
<br />release, remise, acknowledge and forever discharge Tenant, together with any
<br />affiliates, subsidiaries, parent companies, directors, shareholders, officers, agents,
<br />servants, attorneys and employees of Tenant, of and from any and all claims,
<br />known or unknown, counts, causes of action, debts, dues and damages arising
<br />directly or indirectly from the execution, performance or alleged failure of
<br />performance under the Lease.
<br />C. 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 />4. Attorney's Fees
<br />In the event of litigation relating to this ASA, the prevailing party shall be entitled to
<br />reasonable attorneys' fees and costs.
<br />All Inclusive Settlement Agreement
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