RDA Agmt 2001 FH Dailey Motor Company (2)

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• • product of amicable discussions that will benefit not just the parties to this Agreement but also the general public.Accordingly,in the spirit of continuing an amicable relationship,the parties to this Agreement agree not to disparage each other with respect to the circumstances upon which the Action is based or the manner in which this Agreement was reached.Any actual or perceived breach of this non-disparagement provision shall not be considered or deemed a material breach of this Agreement under any circumstance but shall entitle the aggrieved party to seek an appropriate injunctive remedy. 9. The Agency hereby agrees to defend, indemnify, and hold Dailey harmless from any and all claims,causes of action,liens,demands and/or damages that Batarse has or could claim against Dailey arising out of, related to, or connected with the subject of the Action. 10. Except as otherwise provided herein, in consideration for the terms and conditions of this Agreement,the parties to this Agreement,and each of them,hereby release and forever discharge each other of and from any and all claims, causes of action and/or damages (including without limitation incidental, consequential,ensuing,resulting,punitive or exemplary damages),losses,costs,attorneys'fees and expenses of every kind and nature whatsoever, known or unknown, fixed or contingent, including any and all rights to subrogation therefor,which any releasing party may now have or may hereafter have(or claim to have)against any released party to this Agreement by reason of any matter or thing arising out of the events and occurrences as set forth in the Action,except(1)those rights provided by the Owner Participation Agreement attached as Exhibits"A"hereto, which rights shall survive this Release, and (2)those rights provided by this Agreement, which rights shall survive this Release. 11. Except for those claims which survive this Agreement as set forth in Paragraph 9 of this Agreement, the parties to this Agreement, and each of them waive any and all rights they may have under Section 1542 of California Civil Code, which reads as follows: 3