ACTION MAY ASSERT THE
RELEASED CLAIMS AND COVENANT NOT TO SUE BY WAY OF DEFENSE, COUNTERCLAIM,
CROSS-CLAIM, OR THIRD-PARTY CLAIM, AND SHALL BE ENTITLED IN SUCH ACTION TO
RECOVER ITS COST OF DEFENSE, INCLUDING ATTORNEYS' FEES, COSTS, AND OTHER
DISBURSEMENTS.
7.
COSTS AND EXPENSES
7.1
EXCEPT AS PROVIDED IN THIS AGREEMENT OR IN THE NOTE, EACH PARTY
AGREES TO BEAR HIS OR ITS OWN COSTS, INCLUDING ATTORNEYS' FEES, IN CONNECTION
WITH THIS AGREEMENT AND ANY OTHER MATTERS THAT ARE THE SUBJECT OF THIS
AGREEMENT.
8.
CONFIDENTIALITY
8.1
THE PARTIES AGREE NOT TO DISCLOSE THE FACT OF THIS AGREEMENT,
THE AMOUNT OF THE AGREEMENT, OR ANY OTHER TERM OF THIS AGREEMENT, EXCEPT AS MAY
BE REQUIRED BY LAW, FOR ENFORCEMENT OF THE NOTE, AS NECESSARY OR APPROPRIATE IN
CONNECTION WITH THE ADMINISTRATIVE CLOSURE OF THE LAWSUIT, OR AS NECESSARY FOR
ORDINARY TAX, ACCOUNTING, AND FINANCIAL REPORTING PURPOSES.
9.
NO ADMISSION OF LIABILITY
9.1
IT IS FURTHER UNDERSTOOD AND AGREED THAT ACCEPTANCE OR DELIVERY
OF THIS AGREEMENT BY THE PARTIES SHALL NOT BE DEEMED OR CONSTRUED AS AN
ADMISSION OF LIABILITY BY ANY PARTY, AND EACH PARTY EXPRESSLY DENIES LIABILITY
OF ANY NATURE ARISING FROM OR RELATED TO THE SUBJECT OF THE AGREEMENT.
10.
ADVICE OF COUNSEL
10.1
THE PARTIES EACH REPRESENT, ACKNOWLEDGE, AND AGREE THAT:
·
THEY HAVE EACH RECEIVED, OR HAVE HAD THE
OPPORTUNITY TO RECEIVE, ADVICE FROM INDEPENDENT LEGAL COUNSEL SELECTED BY THEM
PRIOR TO THEIR EXECUTION OF THIS AGREEMENT;
·
THE LEGAL NATURE AND EFFECT OF THIS AGREEMENT
HAS BEEN FULLY EXPLAINED TO THEM BY SUCH INDEPENDENT COUNSEL, IF SUCH COUNSEL
WERE CONSULTED;
·
THEY FULLY UNDERSTAND THE TERMS AND PROVISIONS
OF THIS AGREEMENT AND THE NATURE AND EFFECT THEREOF,
·
THEY ARE RELYING SOLELY UPON THEIR OWN
JUDGMENT AND, IF APPLICABLE, THE ADVICE OF THEIR OWN INDEPENDENT AND
INDEPENDENTLY CHOSEN COUNSEL IN EXECUTING THIS AGREEMENT;
·
THEY HAVE NOT RELIED UPON ANY REPRESENTATION
OR STATEMENT OF ANY OTHER PARTY, ANY EMPLOYEE OR AGENT OF ANY SUCH PARTY, OR
COUNSEL FOR ANY OTHER PARTY IN EXECUTING THIS AGREEMENT; AND
·
THEY ARE AWARE THAT THEY OR THEIR ATTORNEYS
MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THE FACTS THAT
THEY OR THEIR ATTORNEYS NOW KNOW OR BELIEVE TO BE TRUE WITH RESPECT TO THE
SUBJECT MATTER OF THIS AGREEMENT, BUT THAT THEIR INTENTION IS TO FULLY AND
FINALLY RELEASE EACH PARTY FROM THE RELEASED CLAIMS.
11.
NO ASSIGNMENT
11.1
THE PARTIES TO THIS AGREEMENT REPRESENT AND WARRANT THAT THEY HAVE
NOT ASSIGNED ANY OF THE RELEASED CLAIMS TO ANY OTHER PERSON.
12.
SUCCESSORS AND ASSIGNS
12.1
ALL RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF EACH PARTY'S SUCCESSORS AND ASSIGNS.
13.
ENTIRE AGREEMENT
13.1
THIS AGREEMENT, TOGETHER WITH THE NOTE, IS THE FINAL, COMPLETE,
AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL
PROPOSALS, PRIOR AGREEMENTS, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES,
ORAL OR IN WRITING, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.