WHATSOEVER TO THE OTHER PARTY OR TO ANY THIRD PARTY.
8.
NO KNOWLEDGE OF WRONGDOING.
EMPLOYEE REPRESENTS THAT HE HAS NO KNOWLEDGE
OF ANY WRONGDOING INVOLVING IMPROPER OR FALSE CLAIMS AGAINST A FEDERAL OR STATE
GOVERNMENTAL AGENCY, OR ANY OTHER WRONGDOING THAT INVOLVES EMPLOYEE OR OTHER
PRESENT OR FORMER COMPANY EMPLOYEES.
9.
COSTS.
THE PARTIES SHALL EACH BEAR THEIR OWN COSTS, EXPERT FEES,
ATTORNEYS' FEES AND OTHER FEES INCURRED IN CONNECTION WITH THIS RELEASE.
10.
INDEMNIFICATION.
EMPLOYEE AGREES TO INDEMNIFY AND HOLD HARMLESS THE
COMPANY FROM AND AGAINST ANY AND ALL LOSS, COSTS, DAMAGES OR EXPENSES,
INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES OR EXPENSES INCURRED BY THE
COMPANY ARISING OUT OF THE BREACH OF THIS RELEASE BY EMPLOYEE, OR FROM ANY FALSE
REPRESENTATION MADE HEREIN BY EMPLOYEE, OR FROM ANY ACTION OR PROCEEDING WHICH
MAY BE COMMENCED, PROSECUTED OR THREATENED BY EMPLOYEE OR FOR EMPLOYEE'S
BENEFIT, UPON EMPLOYEE'S INITIATIVE, OR WITH EMPLOYEE'S AID OR APPROVAL,
CONTRARY TO THE PROVISIONS OF THIS RELEASE.
EMPLOYEE FURTHER AGREES THAT IN ANY
SUCH ACTION OR PROCEEDING, THIS RELEASE MAY BE PLED BY THE COMPANY AS A COMPLETE
DEFENSE, OR MAY BE ASSERTED BY WAY OF COUNTERCLAIM OR CROSS-CLAIM.
11.
ARBITRATION.
THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF
THE TERMS OF THIS RELEASE, THEIR INTERPRETATION, AND ANY OF THE MATTERS HEREIN
RELEASED, SHALL BE SUBJECT TO BINDING ARBITRATION AS PROVIDED FOR IN THE
EMPLOYMENT AGREEMENT.
12.
AUTHORITY.
THE COMPANY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
THE AUTHORITY TO ACT ON BEHALF OF THE COMPANY AND TO BIND THE COMPANY AND ALL
WHO MAY CLAIM THROUGH IT TO THE TERMS AND CONDITIONS OF THIS RELEASE.
EMPLOYEE
REPRESENTS AND WARRANTS THAT HE HAS THE CAPACITY TO
4
ACT ON HIS OWN BEHALF AND ON BEHALF OF ALL WHO MIGHT CLAIM THROUGH HIM TO BIND
THEM TO THE TERMS AND CONDITIONS OF THIS RELEASE.
EACH PARTY WARRANTS AND
REPRESENTS THAT THERE ARE NO LIENS OR CLAIMS OF LIEN OR ASSIGNMENTS IN LAW OR
EQUITY OR OTHERWISE OF OR AGAINST ANY OF THE CLAIMS OR CAUSES OF ACTION RELEASED
HEREIN.
13.
NO REPRESENTATIONS.
EACH PARTY REPRESENTS THAT IT HAS HAD THE OPPORTUNITY
TO CONSULT WITH AN ATTORNEY, AND HAS CAREFULLY READ AND UNDERSTANDS THE SCOPE
AND EFFECT OF THE PROVISIONS OF THIS RELEASE.
NEITHER PARTY HAS RELIED UPON ANY
REPRESENTATIONS OR STATEMENTS MADE BY THE OTHER PARTY HERETO WHICH ARE NOT
SPECIFICALLY SET FORTH IN THIS RELEASE.
14.
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION HEREOF BECOMES OR IS
DECLARED BY A COURT OF COMPETENT JURISDICTION TO BE ILLEGAL, UNENFORCEABLE OR
VOID, THIS RELEASE SHALL CONTINUE IN FULL FORCE AND EFFECT WITHOUT SAID
PROVISION SO LONG AS THE REMAINING PROVISIONS REMAIN INTELLIGIBLE AND CONTINUE
TO REFLECT THE ORIGINAL INTENT OF THE PARTIES.
15.
ENTIRE AGREEMENT.
THIS RELEASE AND THE EMPLOYMENT AGREEMENT CONSTITUTES
THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES CONCERNING THE
SUBJECT MATTER OF THIS RELEASE AND ALL PRIOR REPRESENTATIONS, UNDERSTANDINGS,
AND AGREEMENTS CONCERNING THE SUBJECT MATTER OF THIS RELEASE HAVE BEEN
SUPERSEDED