4 - SA - AGMT - TAXING ENTITIES - Laserfiche WebLink

Home Browse Search

EXHIBIT 1 whole or in part by or arise out of this Agreement, including without limitation the Payments required by Section 1 of this Agreement, and further expressly including claims or damages asserted against the Indemnitees by other affected taxing agencies or other third parties. If any provision of this indemnity is determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this indemnity will remain in effect to the maximum extent permitted by law. 6. No Material Reliance. There are no unwritten, oral or verbal understandings, agreements, promises or representations of any kind whatsoever as between the Parties that are not contained in this Agreement. The Parties each represent and acknowledge that, in executing this Agreement, they have not relied upon any representation, statement, omission, agreement or promise made by any other Party except as set forth in this Agreement, nor have they relied upon any representation, statement, agreement, omission or promise made by the other Party's agents, representatives, or attorneys, except as set forth in this Agreement. 7. Final and Binding Agreement. The Parties have each made such investigation of the facts pertaining to this Agreement as they have deemed necessary. This Agreement is intended to be and is the final, binding and fully integrated agreement of the Parties, regardless of any claims of either of the Parties of misrepresentation, concealment of fact, or mistake of law or fact. 8. No Admission of Liability. The Taxing Agency acknowledges and agrees that this Agreement does not constitute an admission by the Successor Agency of liability, does not constitute any factual or legal precedent whatsoever, and may not be used as evidence in any subsequent proceeding of any kind, except in an action alleging a breach of this Agreement. 9. Entire Agreement. This Agreement supersedes all prior and contemporaneous oral and written agreements, understandings, and representations, if any between the Parties. 10. Neutral Interpretation. The Parties each acknowledge that they are entering into this Agreement having fully reviewed its terms and legal effect, in consultation with their respective legal counsel. The wording of this Agreement was reviewed and accepted by each Party and their legal counsel prior to execution. This Agreement was drafted equally by all Parties, and no Party shall be entitled to have any wording construed for or against any other Party in the event of a dispute, 11. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original and together constitute the same agreement, whether each Party executes a separate counterpart. 12. Notices. All notices and requests required or pennitted under this Agreement shall be made in writing by United States mail to the following: Successor Agency: Successor Agency to the Community Redevelopment Agency of the City of Santa Ana 20 Civic Center Plaza 0 woo