AGENCY, OR TRIBUNAL OF ANY
KIND WHATSOEVER, ASSERTING ANY CLAIM RELEASED UNDER THIS AGREEMENT.
THE PARTIES
AGREE THAT THIS AGREEMENT AND THE CONSIDERATION EXCHANGED IN THIS AGREEMENT ARE
CONTINGENT UPON THIS REPRESENTATION AND WARRANTY.
9.
NON-ASSIGNMENT OF CLAIMS.
THE PARTIES REPRESENT AND WARRANT THAT
THEY HAVE NOT ASSIGNED OR TRANSFERRED ANY PORTION OF THE CLAIMS RELEASED UNDER
THIS AGREEMENT TO ANY OTHER PERSON, FIRM, CORPORATION OR OTHER ENTITY, AND THAT
NO OTHER PERSON, FIRM, CORPORATION OR OTHER ENTITY HAS ANY LIEN OR INTEREST IN
ANY SUCH CLAIMS.
EACH PARTY SHALL INDEMNIFY ALL OTHER PARTIES, AND DEFEND AND
HOLD THEM HARMLESS, FROM AND AGAINST ANY LIABILITY, LOSS, COST, AND EXPENSE
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) INCURRED AS A DIRECT
OR INDIRECT RESULT OF ANY BREACH OF THIS PARAGRAPH OF THIS AGREEMENT.
10.
INTEGRATION.
WHEN EFFECTIVE, THIS AGREEMENT SHALL CONSTITUTE A
SINGLE, INTEGRATED WRITTEN CONTRACT EXPRESSING THE ENTIRE AGREEMENT OF THE
PARTIES CONCERNING THE SUBJECT MATTER REFERRED TO IN THIS AGREEMENT.
NO
COVENANTS, AGREEMENTS, REPRESENTATIONS, OR WARRANTIES OF ANY KIND WHATSOEVER,
WHETHER EXPRESS OR IMPLIED IN LAW OR FACT, HAVE BEEN MADE BY ANY PARTY TO THIS
AGREEMENT, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR OTHER WRITTEN
AGREEMENTS OF THE PARTIES.
AS OF THE DATE THIS AGREEMENT IS EXECUTED, ALL PRIOR
AND CONTEMPORANEOUS DISCUSSIONS, NEGOTIATIONS, AND AGREEMENTS HAVE BEEN AND ARE
MERGED AND INTEGRATED INTO, AND ARE SUPERSEDED BY, THIS AGREEMENT.
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11.
GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT
TO PRINCIPLES OF CONFLICT OF LAWS.
12.
ADDITIONAL DOCUMENTS.
THE PARTIES WILL EXECUTE ALL SUCH FURTHER
AND ADDITIONAL DOCUMENTS AND UNDERTAKE ALL SUCH OTHER ACTIONS AS SHALL BE
REASONABLE, CONVENIENT, NECESSARY OR DESIRABLE TO CARRY OUT THE PROVISIONS OF
THIS AGREEMENT.
13.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS.
WHEN EACH PARTY HAS SIGNED AND DELIVERED AT LEAST ONE SUCH COUNTERPART, EACH
COUNTERPART SHALL BE DEEMED AN ORIGINAL, AND, WHEN TAKEN TOGETHER WITH OTHER
SIGNED COUNTERPARTS, SHALL CONSTITUTE ONE AGREEMENT WHICH SHALL BE BINDING UPON
AND EFFECTIVE AS TO ALL PARTIES.
14.
MISCELLANEOUS TERMS.
EACH OF THE PARTIES TO THIS AGREEMENT
FURTHER REPRESENTS, WARRANTS, AND AGREES AS FOLLOWS:
(A)
EACH PARTY HAS READ THE AGREEMENT CAREFULLY, KNOWS AND UNDERSTANDS
THE CONTENTS OF THIS AGREEMENT, AND HAS MADE SUCH INVESTIGATION OF THE FACTS
PERTAINING TO THIS AGREEMENT AND OF ALL MATTERS PERTAINING TO THIS AGREEMENT AS
SUCH PARTY DEEMS NECESSARY OR DESIRABLE.
(B)
THE TERMS OF THIS AGREEMENT ARE CONTRACTUAL, NOT A MERE RECITAL,
AND ARE THE RESULT OF NEGOTIATIONS BETWEEN THE PARTIES.
(C)
EACH PARTY AGREES THAT SUCH PARTY WILL NOT TAKE ANY ACTION THAT
WOULD INTERFERE WITH THE PERFORMANCE OF THIS AGREEMENT BY ANY OF THE PARTIES TO
THIS AGREEMENT OR WHICH WOULD ADVERSELY AFFECT THE RIGHTS PROVIDED FOR IN THIS
AGREEMENT.
(D)
WHENEVER THE CONTEXT SO REQUIRES, THE SINGULAR NUMBER SHALL
INCLUDE THE PLURAL NUMBER, AND VICE VERSA.
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(E)
EACH PARTY TO THIS AGREEMENT HAS THE FULL