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upon by said other Party in entering into this Agreement, and each Party specifically does not
<br />rely upon any statement, representation, or promise of any other Party ,in executing this
<br />Agreement or in making the settlement provided for herein, except as expressly stated in this
<br />Agreement.
<br />(c) Each Party and its attorney(s), if any, has had a full and fair opportunity to
<br />investigate and evaluate the transactions, documents, facts, circumstances, and ,disputes out of
<br />which this Agreement arises prior to entering into this Agreement, and each Party hereto and
<br />their respective attorney(s), if any, have made such investigation of the facts pertaining to this
<br />Agreement, and all of the matters appertaining thereto, as they deem necessary.
<br />(d) The terms of this Agreement are contractual and not a mere recital.
<br />(e) By signing this Agreement, each Party represents an4 warrantsIthat such Party
<br />has carefully read this. Agreement, that the contents hereof are known -and understood by such
<br />Party, and that this Agreement is signed freely by such Party.
<br />(1) Each Party executing this Agreement in a representative ro,npacityrepresentsand
<br />warrants that it is empowered to do so.
<br />9. Enforcement of Settlement. The Parties agree,that.thls, Agreement may be
<br />enforced pursuant to California Code of Civil Procedure Section 664.0.
<br />10. Attorney's Fees. Should any Party hereto institute any, legal, action or proceeding
<br />to enforce any provision of this Agreement or for damages by reason of any alleged breach of any
<br />provision of this ,Agreement, the prevailing Party shall be entitled to recover from the non -
<br />prevailing Party all costs and expenses, including, without limitation, reasonable attorney's fees,
<br />court costs, and disbursements actually and reasonably incurred .in connection with said
<br />proceeding.
<br />IL No Admission. This Agreement is executed pursuant to a compromise and
<br />settlement entered into by_each• of the Parties hereto without any adrtiissjon,of liability,to each
<br />other, but solely for. the purpose of avoiding costly litigation on disputed,Claims and avoiding
<br />further uncertainty, controversy, and legal expense. Without limiting the foregoing, neither the
<br />settlement of the dispute nor any consideration provided by any Party, nor anything contained in
<br />this Agreement, shall be taken or construed to be an inference or admission by any of the, Parties
<br />or as evidencing or indicating in any degree the truth or correctness of any plaims or defenses
<br />asserted in the Action.
<br />12. Choice ofLaw/Venue,; This Agreement shall be govet;ned,by apd,gonstrued under
<br />the lawsof the State of California. If any provision of this Agreement;;i I.,invalid or contravenes
<br />California law, such,provision-shall be deemed not to be a part of this, Agreement and shall not
<br />affect the validity or enforceability of the remaining provisions. Nothing'contained herein shall
<br />be construed so as to require the commission of any acts contrary to law, and wherever there is a
<br />conflict between any provisions ofthisAgreement and any present or fiiturestatute, law, ordinance,
<br />or regulation, the former shall be curtailed and limited only to the extent, necessary to make it
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