MANAGERS OR MEMBERS ("MEDCAP") SHALL NOT APPLY TO CLAIMS AGAINST MEDCAP:
(A) OF
WHICH DURHAM IS NOT AWARE AND SHOULD NOT REASONABLY BE AWARE AS OF THE EFFECTIVE
DATE; AND (B) ARE COMPLETELY UNRELATED TO CRDENTIA AND ANY RELEASEES OTHER THAN
MEDCAP.
19.
AGE RELEASE.
DURHAM UNDERSTANDS AND AGREES THAT, BY ENTERING INTO THIS
AGREEMENT: (I) DURHAM IS WAIVING ANY RIGHTS OR CLAIMS DURHAM MIGHT HAVE UNDER
THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS
BENEFIT PROTECTION ACT; (II) DURHAM HAS RECEIVED CONSIDERATION BEYOND THAT TO
WHICH DURHAM WAS PREVIOUSLY ENTITLED; (III) DURHAM HAS
6
been advised to consult with an attorney before signing this Agreement; and (iv)
Durham has been offered the opportunity to evaluate the terms of this Agreement
for not less than twenty-one (21) days prior to Durham's execution of the
Agreement.
Durham may revoke this Agreement (by written notice hand-delivered
to counsel for Crdentia) for a period of seven (7) days after Durham's execution
of the Agreement, and this Agreement shall become effective on the eighth (8th)
day after it has been signed by Durham provided Durham has not revoked the
Agreement prior to that date ("Effective Date").
20.
NO ACTIONS OR CHARGES.
DURHAM ACKNOWLEDGES AND AGREES THAT DURHAM HAS NO
PENDING LAWSUIT, ADMINISTRATIVE CHARGE OR COMPLAINT AGAINST CRDENTIA OR ANY OF
THE OTHER RELEASEES, IN ANY COURT OR WITH ANY GOVERNMENTAL AGENCY.
DURHAM ALSO
AGREES THAT, TO THE EXTENT PERMITTED BY LAW, DURHAM WILL NOT ALLOW ANY LAWSUIT,
ADMINISTRATIVE CHARGE OR COMPLAINT TO BE PURSUED ON DURHAM'S BEHALF.
DURHAM
FURTHER AGREES THAT DURHAM WILL NOT PARTICIPATE, COOPERATE OR ASSIST IN ANY
LITIGATION AGAINST THE RELEASEES IN ANY MANNER, TO THE EXTENT PERMITTED BY LAW.
IF LAWFULLY SUBPOENAED BY A COURT, DURHAM AGREES TO PROVIDE CRDENTIA WRITTEN
NOTICE OF SUCH A SUBPOENA WITHIN FIVE (5) DAYS OF RECEIPT.
21.
NO ASSIGNMENT OR TRANSFER OF CLAIMS.
DURHAM AND CRDENTIA REPRESENT AND
WARRANT THAT THEY HAVE NOT HERETOFORE ASSIGNED, TRANSFERRED OR PURPORTED TO
ASSIGN OR TRANSFER TO ANY OTHER PERSON OR ENTITY ANY RIGHTS, CLAIMS OR CAUSES OF
ACTION HEREIN RELEASED AND DISCHARGED AND NO OTHER PERSON OR ENTITY HAS ANY
INTEREST IN THE MATTERS HEREIN RELEASED AND DISCHARGED.
FURTHERMORE, DURHAM AND
CRDENTIA SHALL INDEMNIFY AND HOLD THE OTHER AND ALL PERSONS OR ENTITIES RELEASED
HEREIN HARMLESS FROM AND AGAINST ANY RIGHTS, CLAIMS OR CAUSES OF ACTION WHICH
HAVE BEEN ASSIGNED OR TRANSFERRED CONTRARY TO THE FOREGOING REPRESENTATIONS, OR
IN VIOLATION OF THE FOREGOING WARRANTIES, AND SHALL HOLD SUCH PERSONS OR
ENTITIES HARMLESS FROM ANY AND ALL LOSS, EXPENSE AND/OR LIABILITY ARISING
DIRECTLY OR INDIRECTLY OUT OF THE BREACH OF ANY OF THE FOREGOING REPRESENTATIONS
OR WARRANTIES.
22.
NO ADMISSION OF LIABILITY.
THIS AGREEMENT IS A COMPROMISE AND SETTLEMENT
OF DISPUTED CLAIMS BEING RELEASED HEREIN, AND THEREFORE THIS AGREEMENT DOES NOT
CONSTITUTE AN ADMISSION OF LIABILITY ON THE PART OF DURHAM, CRDENTIA OR ANY
RELEASEES, OR AN ADMISSION, DIRECTLY OR BY IMPLICATION, THAT DURHAM, CRDENTIA OR
ANY OF THE RELEASEES HAS VIOLATED ANY