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Zouhair Joher and/or Hassan Joher, that damages, just compensation, restitution, judicial or
<br />equitable relief is due by reason of the terms of or effects arising from or in connection with this
<br />Agreement and /or the Agency /Vinci Purchase Agreement, including, without limitation, claims
<br />for relocation benefits under the California Relocation Assistance Law or claims that the Agency
<br />Parties conspired with Vinci to take the Mr. J's Assets without adequate compensation or for
<br />any other claims by the Joher Sellers, the Johers, Mohammed Zouhair Joher and /or Hassan
<br />Joher, and /or the Trustee unless arising solely from the Agency Parties' acts or omissions
<br />following the Close of Escrow. This indemnity and hold harmless agreement applies to all
<br />claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged
<br />to have been suffered, by reason of the events referred to in this Section or due by reason of the
<br />terms of, or effects, arising from this Agreement regardless of whether they are brought by the
<br />property owner, the owner of any or all businesses operated on said real property, or any person
<br />who claims an interest in said real property, any improvement located on said real property, or
<br />any and all business operated on said real property, including but not limited to intangible
<br />property rights such as business goodwill. Vinci further agrees to indemnify, hold harmless, and
<br />defend, at Vinci's sole cost and expense, the Agency Parties from and against any action by a
<br />third party challenging the validity of this Agreement, or asserting that damages, just
<br />compensation, restitution, judicial or equitable relief is due to personal or property rights by
<br />reason of the terms of, or effects arising from, this Agreement. Agency may make all reasonable
<br />decisions with respect to its representation in any legal proceeding, though Vinci reserves the
<br />right to appoint counsel reasonably acceptable to the Agency, to defend any such proceeding.
<br />15. ABC License. Vinci is the owner of the ABC License. Vinci agrees that it will not use
<br />the ABC License. Furthermore, Vinci agrees that if it sells the ABC License, it will restrict its
<br />use to a location outside of the City of Santa Ana, California.
<br />16. Miscellaneous
<br />A. The parties hereto each represent to the other that they have reviewed all aspects
<br />of this Agreement, that this Agreement has been carefully read and fully explained to them and
<br />that they understand all the provisions of this Agreement, that they voluntarily agree to all the
<br />terms set forth in this Agreement, that they knowingly and willingly intend to be legally bound
<br />by the same, that they were given the opportunity to consider the terms of this Agreement and
<br />discuss them with legal counsel.
<br />B. The Parties hereto represent and acknowledge that in executing this Agreement
<br />they do not rely and have not relied upon any representation or statement made by any of the
<br />parties or by any of the parties' agents, attorneys, or representatives with regard to the subject
<br />matter, basis, or effect of this Agreement or otherwise, other than those specifically stated in this
<br />Agreement.
<br />C. This Agreement shall be binding upon the parties hereto and upon their heirs,
<br />administrators, representatives, executors, predecessors, successors, and assigns, and shall inure
<br />to the benefit of said parties and each of them and to their heirs, administrators, representatives,
<br />executors, predecessors, successors, and assigns. Notwithstanding the foregoing, this Agreement
<br />may not be assigned by Vinci without the prior written consent of the Agency, which consent
<br />may be withheld in the sole and absolute discretion of the Agency; provided, however, the
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