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<br />with the demolition of the buildings and all other Improvements on the Property shall be
<br />paid by the Tenants as an offset from the final payment described in section led), above.
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<br />3. Release
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<br />a. Owners and Tenants, individually and collectively on behalf of themselves, their agents,
<br />assigns and related entities, agree to indemnify, fully release, acquit and discharge City,
<br />and the officers, directors, employees, attorneys, accountants, other professionals,
<br />insurers and agents of City (collectively "Agents") and all entities related to City, from
<br />any and all rights, claims, interests, demands, actions or causes of action which Owners
<br />and/or Tenants now have or may in the future have against City arising from the
<br />acquisition of the Property, including, but not limited to, trade fixtures, furniture and
<br />equipment, leasehold interests, and claims for loss of business goodwill, bonus value (if
<br />any) and/or severance damages (if any).
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<br />b, No Party, nor any Agents, nor any related entities, to this ASA have made any statement
<br />or representation to any other Party regarding any fact relied upon in entering into this
<br />ASA, and each party expressly states it does not rely upon any statement, representation
<br />or promise of any other Party or any Party's Agent or related entities in executing this
<br />ASA, except as is expressly stated in this ASA. Each Party to this ASA has made such
<br />investigation of the facts and law pertaining to this ASA, and of all other matters
<br />pertaining hereto, as it deems reasonable, necessary and/or appropriate, and has
<br />consulted with legal counsel concerning the matters contained herein.
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<br />4. Attorney's Fees
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<br />In the event of litigation relating to this ASA, the prevailing party shall be entitled to
<br />reasonable attorneys' fees and costs.
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<br />5. Indemnity By Owners and Tenants
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<br />Owners and Tenants shall individually and collectively indemnify, defend and hold harmless
<br />City from and against any and all claims, demands, liabilities, losses, judgments, expenses and
<br />attorney's fees resulting from the breach by Owners and/or Tenants of any provision of this
<br />ASA, or the falsity of any representation or warranty made by Owners and/or Tenants
<br />contained in this ASA.
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<br />6. Entire Agreement
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<br />This ASA contains the entire Agreement of the Parties hereto pertaining to the subject matter
<br />discussed herein, and supersedes any prior written or oral agreements between them concerning
<br />the subject matter contained herein. This ASA may be modified only by a writing executed by
<br />the Parties hereto.
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<br />Acquisition Settlement Agreement
<br />Page 3 of8
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