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Section 5 Further Assurances and Cooperation. The Parties agree to execute and deliver all
<br />documents and instruments that may be necessary or appropriate to effectuate, consummate, or perform
<br />any of the terms, provisions, or conditions of this Agreement. Each Party further agrees to perform such
<br />additional acts as the other Party may reasonably request to effectuate, consummate, or perform any of the
<br />terms, provisions, or conditions of this Agreement.
<br />Section 6 Time of the Essence. The Parties recognize that time is of the essence and that each
<br />Party will undertake whatever steps are necessary and appropriate to finalize this Agreement and complete
<br />the obligations under the Agreement as soon as reasonably possible.
<br />Section 7 Covenant Not to Sue. The Parties agree not to sue or in any way assist any other person
<br />or entity in suing any Party with respect to any claim released herein. This release may be pleaded as a
<br />full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or
<br />other proceeding that may be instituted, prosecuted, or attempted in breach of the releases contained
<br />herein.
<br />Section 8 No Admission of Anv Fact. Neither the Agreement, nor its execution by a Party, shall be
<br />deemed or alleged to constitute any admission of any fact relating to claims by the Parties, or to constitute
<br />any admission of the truth of any allegations contained in any pleadings, nor shall the Agreement be
<br />offered in evidence by anyone in any action or proceeding for any purpose, except an action or proceeding
<br />to enforce the Agreement itself.
<br />Section 9 Miscellaneous.
<br />9.1 Entire Agreement; Construction. This Agreement embodies and contains the entire
<br />agreement and understanding between the Parties with respect to the subject matter of this document, and
<br />supersedes any and all prior oral and written agreements and understandings. No prior representation,
<br />warranty, condition, understanding, or usage of the trade, and no parol or extrinsic evidence of any nature
<br />with respect to the subject matter hereof, shall be used or be relevant to supplement, explain, or modify any
<br />term used herein. This Agreement is a product of negotiation and preparation by and between each Party.
<br />Therefore, the Parties expressly waive the provisions of California Civil Code section 1654 and
<br />acknowledge and agree that this Agreement should not be deemed prepared or drafted by one Party or the
<br />other and shall be construed accordingly.
<br />9.2 Counter-Parts. This Agreement may be executed in multiple counter-parts, each of which
<br />shall be deemed an original, but all of which, together, shall constitute one and the same instrument.
<br />9.3 Signatures. A facsimile signature to this Agreement shall be deemed to be and may be
<br />relied upon as an original. Likewise, telecopy transmission by the executing Party of an executed
<br />counterpart of this Agreement shall be deemed delivery of an original, executed counterpart.
<br />9.4 Modification Only In Writing. Neither this Agreement nor any provision hereof may be
<br />changed, waived, discharged, or terminated, save and except by an instrument in writing signed by the
<br />Party against whom enforcement of the change, waiver, discharge, or termination is sought.
<br />9.5 No Waiver. No failure to exercise or delay in exercising any right, power, or remedy
<br />hereunder shall impair any right, power, or remedy which any Party may have, nor shall any such delay be
<br />1434123.1 3 Agreement and Release of Claims
<br />Girls, Inc. water intrusion damage claim
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