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purpose adverse to the named and unnamed parties released by and through this Agreement
<br />including, but not limited to, evidence of a presumption, concession, indication, or admission by
<br />any of the parties released by and through this Agreement of any liability, fault, wrongdoing,
<br />omission, concession, or damage. Without waiving the agreement concerning admissibility, the
<br />Parties agree that a copy of this Agreement may be used in a subsequent action or proceeding
<br />brought to enforce the terms of this Agreement or to be used as proof of settlement and a release
<br />thereof of all claims as identified herein.
<br />10. Renresentations and Warranties:
<br />10.1 The Parties warrant, represent, and agree that no other person or entity has, or has
<br />had, any interest in the claims, demands, obligations, or causes of action that form the basis of
<br />the claim against the parties released by and through this Agreement, Released Parties to any
<br />other claim, contention, act, or omission that has been separately alleged by CORTEZ in
<br />connection with the subject Incident and /or Action; that the Parties have the sole right and
<br />exclusive authority to execute this Agreement; and that the Parties have not sold, assigned,
<br />subrogated, transferred, conveyed, or hypothecated, or purported to assign, subrogate, transfer, or
<br />hypothecate, to any other person or entity, any damages, suits, claims, debts, wages,
<br />compensation, demands, assessments, obligations, liabilities, attorney's fees, costs, expenses,
<br />rights of action or causes of action released herein.
<br />11. Non - Disparagement:
<br />11.1 In consideration of the covenants, promises and agreements contained in this
<br />Agreement, each of the Parties separately warrants and agrees that she /it will not make any
<br />written or oral statement or engage in any conduct that disparages, criticizes, maligns, blames,
<br />defames, libels, or slanders the image or reputation of the other, including, but not limited to, any
<br />of their past or present subsidiaries, customers, clients, member companies, affiliates, parent
<br />companies, officers, elected and appointed officials, directors, agents, or employees.
<br />12. Integration /Modification & No Inducement:
<br />12.1 This Agreement constitutes the entire agreement between the Parties with respect
<br />to the subject matter hereof and is a final and complete expression of the intention of the Parties
<br />hereto. No representations, promises, monetary payments or inducements have been made by
<br />any Party, other than those set forth in this Agreement. Any and all prior negotiations,
<br />communications, discussions, representations or promises of any kind, whether oral or written,
<br />concerning the subject matter of this Agreement are superseded hereby and shall be considered
<br />without any legal force or effect. This is a fully integrated Agreement. This Agreement is not
<br />subject to oral modification. This Agreement may be modified, altered, amended or changed
<br />only by a writing signed by all Parties hereto.
<br />12.2 The Parties declare and represent that no promises, inducements or other
<br />agreements not expressly contained herein have been made and that this Agreement contains the
<br />entire agreement between the Parties and the terns of this Agreement are contractual and not
<br />mere recitals.
<br />[81
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