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9. Authoritv: Each PARTY hereby represents and warrants that the party executing <br />this AGREEMENT is a duly authorized signatory. <br />10. Independent Advice: Each PARTY acknowledges and agrees that he, she or it, as <br />applicable, has been represented throughout the negotiation and documentation of this <br />AGREEMENT by counsel of the PARTY'S choice and has been advised by such counsel with <br />respect to this AGREEMENT and the effect of the releases given in this AGREEMENT. Each <br />PARTY further acknowledges and agrees that he, she or it, as applicable, has read this <br />AGREEMENT, knows its contents and effect and, in executing this AGREEMENT, has relied <br />solely on their or its, as applicable, own judgment, belief and knowledge and the advice and <br />recommendations of such PARTY'S counsel. Neither PARTY has been induced to enter into this <br />AGREEMENT by any representation or statement of any other party not expressly contained in <br />this AGREEMENT. <br />11. Successors and Assigns: This AGREEMENT shall be binding upon the successors <br />and assigns of the PARTIES to this AGREEMENT. <br />12. Integration; Conditions Precedent: This AGREEMENT shall be of no force or <br />effect, and will be neither binding nor enforceable, unless and until the AGREEMENT has been <br />fully executed by the PARTIES. No other agreements, covenants, representations or warranties, <br />express or implied, oral or written, have been made by any PARTY to any other PARTY with <br />respect to the subject matter of this AGREEMENT. All prior and contemporaneous conversations, <br />negotiations, possible and alleged agreements, representations, covenants and warranties with <br />respect to the subject matter hereof are of no force or effect. <br />13. No Admission of Liability: Each PARTY acknowledges and agrees that this <br />AGREEMENT accomplishes the compromise of disputed claims and is not intended to constitute <br />Page 5 of 8 <br />4376691.1 -- NI476.1 <br />