|
DocuSign Envelope ID: F5C73C42-8DB0-4400-9F23-71E5885223C0
<br />3. Attorneys Fees and Costs. Except for the Reimbursement, the Parties shall bear
<br />their own attorneys' fees, expenses, and costs associated with the Litigation and the negotiation
<br />of the matters in this Settlement Agreement. In the event an action is brought arising out of an
<br />alleged breach of this Settlement Agreement, the prevailing party in said action will be entitled to
<br />recover from the non -prevailing party, in addition to any other relief provided by law, such costs
<br />and expenses, including, without limitation, court costs and attorneys' fees, incurred by the
<br />prevailing party to enforce this Settlement Agreement.
<br />4. Governing Law. The validity, interpretation, and legal effect of this Settlement
<br />Agreement shall be governed by the laws of the State of Texas without regard to the principles of
<br />conflicts of law.
<br />5. Representations and Warranties. The Litigation Parties acknowledge,
<br />represent, and warrant that (a) they are the sole owners of any claims asserted by them in the
<br />Litigation; (b) they have not sold, transferred, or assigned, voluntarily or involuntarily, in whole
<br />or in part, to any other person or entity, the claims, defenses, interest, and/or rights to recover
<br />under any of the causes of action asserted by them in the Litigation; and (c) none have unasserted
<br />claims against any other Party relating to any issue of statutory or regulatory compliance,
<br />performance, debt, contract, tort, or other issue described in the Litigation or relating to the
<br />Decertified Area, and to the extent unasserted claims exist between or among the Litigation
<br />Parties relating to any issue of statutory or regulatory compliance, performance, debt, contract,
<br />tort or other issue described in the Litigation or relating to the Decertified Area, the Litigation
<br />Parties hereby release, acquit and forever discharge any such unasserted claims against each
<br />other, save and except for the rights, obligations and Reimbursement required by this Settlement
<br />Agreement.
<br />6. Voluntary Aereement. The Parties understand, consent, represent, warrant, and
<br />agree that: (a) this Settlement Agreement constitutes a good faith settlement of the Litigation; (b)
<br />they are freely and voluntarily entering into this Settlement Agreement; (c) no promise,
<br />inducement, representation, or other conduct by the Parties (including themselves and their
<br />current and former elected officials, council members, predecessors, successors, assigns, parents,
<br />subsidiaries, related affiliates, representatives, agents, directors, officers, partners, shareholders,
<br />employees, attorneys and insurers) has induced this Settlement Agreement except as specifically
<br />set forth herein; (d) this Settlement Agreement has been fully read and understood by them; (e)
<br />each of them has received independent legal advice from its respective attorneys) as to the effect
<br />and import of its provisions; and (f) each of the persons signing on behalf of a Party below has
<br />full authority to execute this Settlement Agreement.
<br />7. Entire Aureement. This Settlement Agreement constitutes the entire agreement
<br />and understanding between and among the Parties regarding the subject matter hereof. Any
<br />previous discussions, promises, representations, or settlement, mediation, or release agreements
<br />between the Parties regarding the subject matter hereof have been superseded by this Settlement
<br />Agreement. This Settlement Agreement cannot be modified or altered except by an agreement in
<br />writing and signed by an authorized representative of the Parties. The Parties acknowledge that
<br />no oral, written, express, or implied representations, statements, promises, warranties, or other
<br />
|