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Mutual Release and Settlement Agreement Page 5 ui i 11 11 1 Boulder Coun y Clerk, CO AG 11 11 i i 2773464 Page: 5 of 43 05/02/2006 02:08P R 216.00 D 0.00 substantial costs, expenses, and uncertainties associated with such disputes, trial in the Civil Action, and any other potential litigation concerning the Old Right of Way. It is agreed and acknowledged that neither the execution nor performance of any of the terms of this Agreement shall constitute or be construed as an admission by the Parties of any liability, or that any of the claims included in, resulting from, or relating to the Civil Action and the Old Right of Way have any merit. It is also agreed and acknowledged that neither the execution nor performance of any of the terms of this Agreement shall constitute or be construed as an admission by the Parties as to the ownership of or title to the Old Right of Way. 13. Adequate Consideration and Fair Value. The Parties agree, covenant, represent and warrant that there is sufficient and adequate consideration being received and fair value being provided by the Parties for entering into this Agrement, and that this Agreement is being entered into knowingly, voluntarily, without mental reservation, with no purpose of evasion, and with the intent to be legally bound hereby, without coercion of any kind, in part to remove the uncertainty and expenses of additional negotiations and further or possible future litigation, and with an adequate opportunity for and the actual benefit of the assistance and advice of legal counsel. 14. Warranties. The Parties warrant that they are competent to execute this Agreement, that they have not assigned or transferred any interest or claim or cause of action related to the Civil Action or the Old Right of Way, and that they will defend and indemnify the other party against any claim asserted by a person or entity purporting to assert ownership interests in the Old Right of Way pursuant to an assignment or transfer from the party of an interest or claim or cause of action related to the Civil Action or the Old Right of Way. 15. Waiver or Amendment. No breach of any provision of this Agreement can be waived unless done in writing. Waiver of any one breach shall not be deemed a waiver of any other breach of the same or other provisions of this Agreement. This Agreement may be amended only by written agreement executed by all of the Parties. 16. Severability. In the event any of the provisions of this Agreement are deemed to be invalid and unenforceable, those provisions shall be severable from the remainder of this Agreement. 17. Entire Agreement. The Parties agree and acknowledge that no promise, inducement, or agreement not herein expressed has been made to them or any of their representatives, as this Agreement and its Exhibits constitutes the entire agreement between the Parties. 18. Nonreliance. The Parties expressly assume any and all risks that the facts and law may be different from the facts and law as known to, or believed to be, by each such party as of the date of this Agreement, and agree and understand that this Agreement shall be effective and enforceable according to its terms herein even if the facts and/or