ANY EXHIBITS
TO EITHER OR BOTH OF THEM.
2
(C)
THE SIGNATORY TO THIS AGREEMENT SIGNING ON BEHALF OF A PARTY IS
FULLY AUTHORIZED AND LEGALLY COMPETENT TO EXECUTE THIS AGREEMENT AS THE LEGAL,
VALID AND BINDING ACT AND DEED OF SUCH PARTY.
(D)
THIS AGREEMENT IS FULLY AND FOREVER BINDING ON AND ENFORCEABLE
AGAINST, SUCH PARTY IN ACCORDANCE WITH ITS TERMS.
(E)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND ANY OTHER
DOCUMENTS, AGREEMENTS OR INSTRUMENTS EXECUTED OR DELIVERED BY SUCH PARTY
PURSUANT HERETO AND THE CONSUMMATION OF THE TRANSACTIONS HEREIN OR THEREIN
CONTEMPLATED DOES NOT CONFLICT WITH OR RESULT IN A BREACH OF ANY OF THE TERMS OR
PROVISIONS OF, OR CONSTITUTE A DEFAULT UNDER, ANY MATERIAL AGREEMENT OR
INSTRUMENT TO WHICH SUCH PARTY IS A PARTY OR ANY PROVISION OF LAW, STATUTE,
RULE OR REGULATION APPLICABLE TO SUCH PARTY OR ANY JUDICIAL OR ADMINISTRATIVE
ORDER OR DECREE BY WHICH SUCH PARTY IS BOUND.
(F)
SUCH PARTY HAS MADE AN INVESTIGATION TO SUCH PARTY'S SATISFACTION
OF ALL FACTS AND REASONS WHY SUCH PARTY SHOULD ENTER INTO THIS AGREEMENT AND
AGREES, BASED UPON SUCH PARTY'S KNOWLEDGE, EXPERIENCE, INVESTIGATION, AND
CONSULTATION WITH COUNSEL THAT THIS AGREEMENT IS FAIR AND JUST.
(G)
SUCH PARTY REPRESENTS THAT HE, OR IT, AS THE CASE MAY BE, HAS NOT
RELIED UPON AND WILL NOT RELY UPON, ANY STATEMENTS, ACTS OR OMISSIONS BY ANY
OTHER PARTY, OTHER THAN AS SET OUT IN THIS AGREEMENT IN MAKING ITS DECISION TO
ENTER INTO THIS AGREEMENT.
(H)
SUCH PARTY ACKNOWLEDGES THAT ITS AFORESAID REPRESENTATIONS ARE A
MATERIAL INDUCEMENT TO EVERY OTHER PARTY TO ENTER INTO THIS AGREEMENT.
(I)
EACH PARTY, AND EACH PERSON SIGNING THIS AGREEMENT, OWNS AND
CONTROLS ALL CLAIMS RELEASED IN THIS AGREEMENT AND HAS NOT ASSIGNED OR
HYPOTHECATED ANY OF SUCH CLAIMS.
7.
CARL DICK AND DEFENDANTS SHALL EACH BE INDIVIDUALLY RESPONSIBLE
FOR THEIR OWN FEES AND EXPENSES INCURRED IN CONNECTION WITH THIS AND ALL OTHER
ACTIONS AND CLAIMS BEING RELEASED.
8.
CARL DICK AND DEFENDANTS AGREE TO EXECUTE SUCH FURTHER
INSTRUMENTS AND DOCUMENTS AS MAY BE REASONABLY NECESSARY TO CARRY OUT AND
EFFECTUATE THE TERMS, CONDITIONS AND INTENTION OF THIS AGREEMENT.
3
9.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE
PARTIES AND SUPERSEDES ALL PRIOR ARRANGEMENTS, AGREEMENTS AND UNDERSTANDINGS
WITH RESPECT TO THIS COMPROMISE AND SETTLEMENT AGREEMENT, WHETHER WRITTEN OR
ORAL.
10.
THE PARTIES ACKNOWLEDGE THAT BONA FIDE DISPUTES AND CONTROVERSIES
EXIST BETWEEN THEM, AND IT IS UNDERSTOOD AND AGREED THAT THIS AGREEMENT IS A
COMPROMISE OF DISPUTED CLAIMS, AND THAT NOTHING CONTAINED HEREIN SHALL BE
CONSTRUED AS AN ADMISSION OF LIABILITY BY OR ON BEHALF OF ANY PARTY, ALL SUCH
LIABILITY BEING EXPRESSLY DENIED.
IN THIS REGARD, THE PARTIES UNDERSTAND AND
AGREE THAT THE FACTS WITH RESPECT TO WHICH THIS AGREEMENT IS GIVEN MAY HEREAFTER
PROVE TO BE DIFFERENT FROM THE FACTS NOW KNOWN OR BELIEVED BY THEM AND THEY
HEREBY ACCEPT AND ASSUME THE RISK THEREOF AND AGREE THAT THIS AGREEMENT SHALL
REMAIN IN ALL RESPECTS EFFECTIVE AND NOT