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remain effective in all respects notwithstanding such different or additional facts <br />or law or any party's discovery thereof. The Parties shall not be entitled to any <br />relief in connection therewith, including, but not limited to, any damages or any <br />right or claim to set aside or rescind this Agreement. <br />(d) None of the Parties or their respective agents nor any related entities have made <br />any statement or presentation to the other regarding any fact relied upon in <br />entering into this Agreement and the Parties, and each of them, expressly do not <br />rely upon any statement, representation or promise of any other party or any <br />party's agent or related entities in executing this Agreement, except as is <br />expressly set forth herein. Each of the Parties has made such investigation of <br />the facts and law pertaining to the subject matter of this Agreement as it deems <br />necessary, and has consulted with legal counsel of its own choosing concerning <br />these matters. <br />(e) Tenant hereby represents and warrants as of the Effective Date of this <br />Agreement that (1) to its actual knowledge, no other entity or person has any <br />right, title, or interest whatsoever in the released claims, and (2) that there has <br />been no assignment, transfer, conveyance or other disposition by Tenant of any <br />of the released claims, and that Tenant will not make any such assignment, <br />transfer, conveyance or other disposition subsequent to the Effective Date of this <br />Agreement. Tenant acknowledges that the Authority has relied and is relying <br />upon such representations and warranties in entering into this Agreement. <br />(f) Tenant will Hold Harmless and defend City, its employees, agents, contractors or <br />representatives from any claims that may arise from Tenant's nondisclosure of <br />any other interests in the Property or personal property referenced by this <br />agreement. <br />(g) This Agreement represents a settlement of doubtful and disputed claims between <br />the Parties and does not constitute any admission of liability by either party to the <br />other party to this Agreement. City has delivered to Owner an offer to purchase <br />the Property under threat of eminent domain pursuant to Government Code <br />Section 7267.2. Tenant and City now wish to enter into this Agreement in lieu of <br />eminent domain proceedings. <br />3. Third Party Beneficiaries <br />Except as explicitly set forth herein, nothing in this Agreement is intended to create any <br />third party beneficiaries under this Agreement, and no person or entity other than <br />Authority and Tenant shall be authorized to enforce the provisions of this Agreement. <br />4. Attorney's Fees <br />In the event of litigation relating to or arising out of this Agreement, the prevailing party <br />shall be entitled to be reimbursed by the non-prevailing party for all reasonable costs <br />and expenses incurred thereby, including, but not limited to reasonable attorney's fees <br />and costs for services rendered to such prevailing party. <br />5. Indemnity <br />Each party shall indemnify, defend and hold the other party and the Released Parties <br />harmless from and against any claims, damages, demands, liabilities, losses, <br />judgments, expenses and attorney's fees and/or costs resulting from the breach by such <br />3 of 6