Lease Termination Agreement (Page 2 of 3) in pdf

of every provision of this Agreement. California law governs this Agreement. All capitalized

terms in this Agreement that are not defined herein will have the definitions as provided in the

Lease. In the event of any conflict between a provision in the Lease and a provision in this

Agreement, the latter will control.

Binding Effect. This Agreement will be binding upon and will inure to the

benefit of the respective Parties hereto, their respective legal successors, heirs, administrators

and assigns, and each of them.

Attorneys Fees. Should any suit be brought to enforce or interpret the terms of

this Agreement or any obligation herein, the prevailing party will be entitled to recover its

reasonable attorneys’ fees, costs and expenses.

Representation. The Agreement is freely and voluntarily entered into by the

Parties, who each had the opportunity to obtain the advice of independent legal counsel prior to

signing this Agreement. Each party acknowledges that they have read this entire Agreement,

that they had a full opportunity to have had this Agreement fully explained by legal counsel of

their choice, and that they fully understand and appreciates the words, terms, conditions, and

legal significance of this entire Agreement.

Entire Understanding. This Agreement sets forth the entire understanding of the

Parties in connection with the subject matter hereof. None of the Parties hereto has made any

statement, representation, or warranty in connection herewith which has been relied upon by any

other party hereto or which has been an inducement for any party to enter into this Agreement,

except as expressly set forth herein. It is expressly understood and agreed that this Agreement

may not be altered, amended, modified, or otherwise changed in any respect whatsoever except

by a writing duly executed by authorized representatives of the Parties hereto. The Parties agree

that they will make no claim at any time that this Agreement has been altered or modified or

otherwise changed by oral communication of any kind of character.

10.

Execution. The Parties and the persons executing this Agreement on behalf of

the Parties represent and warrant that they are duly authorized and empowered so to execute and

deliver this Agreement, and that this Agreement is binding upon the Parties in accordance with

its terms.

11.

Counterparts. This Agreement may be executed in two or more counterparts,

each of which will be an original, and all of which will constitute an agreement.

, the Parties hereto have executed this Agreement as of the date

ITNESS

HEREOF

first above written.

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Lease Termination Agreement Page 2