010306 RESO Approving AA Mutual Release-Jt Exrow Inst Vinci Invest_

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such sections withholding requirements, withhold the cash equivalent of three and one -third percent (3 -1/3 %) of the Purchase Price (unless some lesser amount is authorized by the Franchise Tax Board); (c) deduct the amount of all items chargeable to the account of Vinci pursuant hereto; (d) deliver to Vinci the remaining portion of the Purchase Price pursuant to instructions to be delivered by Vinci to Escrow Holder; (e) deduct the amounts of all items chargeable to the account of the Agency pursuant hereto; (1) disburse the remaining balance of the funds deposited by the Agency to the Agency promptly upon the Close of Escrow pursuant to instructions to be delivered by the Agency to Escrow Holder. F. Close of Escrow. The Escrow shall close ( "Close of Escrow" or "Close" or "Closing" or "Closing Date ") no later than December 28, 2005, unless otherwise extended pursuant to the terms hereof or in writing by mutual agreement between the Agency and Vinci. 12. No Admission of Liability. This Agreement shall not be construed as an admission by the Agency or Vinci of any liability, misconduct or wrongdoing whatsoever, or as an admission by any party of any violation of the rights of the other nor a violation of any order, law, statute, duty, or contract whatsoever against any party or any person. The Agency specifically disclaims any liability to Vinci or any other person for any alleged violation of the rights of Vinci or any person, or for any alleged violation of any order, law, statute, duty, or contract on the part of the Agency, or any employees or agents of the Agency. 13. TIME OF ESSENCE. TIME AND EACH OF THE TERMS, COVENANTS, CONDITIONS AND CONTINGENCIES OF THIS AGREEMENT ARE HEREBY EXPRESSLY MADE OF THE ESSENCE. 14. Indemnify and Hold Harmless. Vinci agrees to and shall indemnify, defend (with counsel reasonably acceptable to the Agency) and hold the Agency Parties harmless from liability: (a) for damages, just compensation, restitution, judicial or equitable relief arising out of any claims by Erickson, arising from or in connection with this Agreement, the License, the Erickson Lease (except for claims arising out of the Agency Parties' acts or omissions following the Close of Escrow), including, without limitation, any claims by Erickson that Vinci is not permitted to occupy the Leased Premises or any claims by Erickson that Vinci's use of the Leased Premises violates the Erickson Lease or claims by Erickson that the Agency Parties colluded with Vinci in any way in connection with the Erickson Lease or the Erickson Property and claims for breach of the Erickson Lease prior to the Close of Escrow (regardless of when such claims are made)); (b) from any claims by any third parties relating to the Mr. J's Business (including, without limitation, claims by any former employees of Mr. J's or claims associated with the operation of Mr. J's prior to the Close of Escrow), and /or the Agency /Vinci Purchase Agreement, unless arising solely from the Agency Parties' acts or omissions following the Close of Escrow; and (c) from any claim by the Joher Sellers, the Johers, the Trustee, Mohammed -16- 600090435v6 8 -130