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• <br />• <br />• <br />7/19/04 09:57 FAX 720 528 4c Rt'GLS DTC <br />into this Agreement upon the advice of such counsel as deemed by such Party to be <br />necessary or appropriate. <br />5. No Admission of Liability. This Agreement, and compliance with or <br />performance of any obligations imposed by this Agreement, shall not be construed as an <br />admission of liability on the part of the Parties, such liability being hereby expressly denied. The <br />Parties' intent in this Agreement is to resolve the Disputes and avoid any further differences or <br />conflicts. The Parties hereby represent that they have neither filed nor caused to he filed any <br />pending charges, suits, claims, grievances or other action (hereinafter referred to as "Claims ") <br />which in any way arise from or relate to the Disputes. Each Party further represents to each <br />other that such Party has not directly or indirectly assigned any Claims or which are released <br />hereby to any other person. <br />6. Waiver. Each of the Parties recognizes that, by the releases contained herein, they <br />are releasing claims and other matters that may be unknown at the present time, and claims and <br />other matters which may arise in the future from actions taken prior to the date hereof. Each of <br />the Parties affirmatively states that this accurately sets forth the intent of such Party and waives <br />any right he, she, or it may have to claim differently at any time in the future. <br />7. Defense. This Agreement and the releases contained herein, may he pled as a full <br />and complete defense, counterclaim or cross -claim to, and may be used as a basis for an <br />injunction against, any action, suit, or other proceeding which may be instituted, prosecuted or <br />attempted in breach of this Agreement or the releases contained herein. In the event of any <br />action by any Party hereto to enforce this Agreement, the releases contained herein, or any other <br />agreement delivered pursuant hereto, the prevailing party shall be entitled to recover reasonable <br />attorneys' fees and costs. <br />8. Costs and Expenses. The Parties shall each be responsible to pay their own <br />attorneys' fees and other costs and expenses incurred in connection with the negotiation and <br />drafting of this Agreement. Each Party shall release and forever hold the other harmless from <br />any liability to their attorneys for payment of such fees pursuant to any agreement or <br />understanding between each Party and their attorneys. <br />9. No reliance. The Parties warrant to each other that in agreeing to the terms of <br />this Agreement or any of the documents included as exhibits hereto, they have not relied in any <br />way upon any representations or statements of any other Party regarding the subject matter <br />hereof for the basis or effect of this Agreement other than those representations or statements <br />contained herein. In entering into this Agreement and except as otherwise set forth herein, <br />a. Each Party represents that in entering into this Agreement and completing the <br />transactions hereunder, he, she, or it has done so after completing such investigation as he <br />or it has determined to be necessary or appropriate in the circumstances, and after having <br />consulted with and taken advice from such Party's legal, financial, tax, investment, and <br />other advisors to the extent such Party has determined such consultation to be necessary <br />or appropriate in the circumstances; <br />C(7.} 0 l 3 <br />13 <br />