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liabilities, damages, costs, expenses, and remedies based on any acts, errors, and
<br />omissions, whether foreseen or unforeseen, matured or unmatured, known or unknown,
<br />accrued or not accrued, direct or indirect, fixed or contingent disclosed or undisclosed,
<br />claimed or concealed, latent or patent, asserted or unasserted, arising out of or in any way
<br />related to the Settled Claims (collectively the "Released Claims").
<br />B. CARVE -OUT. This Agreement shall not operate as a waiver or release of any rights
<br />and/or claims that may arise after the date of this Agreement unrelated to the Released
<br />Claims or that are based on breaches of this Agreement. Additionally, the Released
<br />Claims do not include future services rendered by AE2S LLC for Mounds View regarding
<br />the Property.
<br />C. INDEMNIFCATION AND HOLD HARMLESS. Further, in exchange for and as part
<br />of the consideration provided herein, and to the fullest extent permitted by law, Mounds
<br />View agrees to indemnify and hold harmless AE2S INC. and AE2S LLC and their
<br />respective past, present, and future employees, officers, directors, professionals, agents,
<br />managers, members, board members, stockholders, shareholders, attorneys,
<br />representatives, legal representatives, predecessors -in -interest, successors -in -interest,
<br />parents, affiliates, related entities, general and limited partners, assignees, insurers,
<br />reinsurers, consultants, sub -consultants, heirs, executors, administrators, and any others
<br />acting by or on behalf of AE2S INC. and/or AE2S LLC as their interests may appear,
<br />from any against all losses, costs, expenses, claims, actions, damages and/or other
<br />liabilities, known or unknown, liquidated or unliquidated, now or in the future, by any
<br />person or entity that is not a party to this Agreement including, but not limited to, Shank,
<br />arising out of or related to the Released Claims.
<br />D. FULL AND FINAL SATISFACTION. It is the intention of the Parties in executing
<br />this Agreement that this instrument shall be deemed effective as a full and final accord
<br />and satisfaction and release in regards to the Released Claims.
<br />The Parties acknowledge that they are aware that they may hereafter discover facts in
<br />addition to or different from those that they now know or believe to be true with respect
<br />to the subject matter of this Agreement; but, that it is their intention hereby to fully,
<br />finally, and forever settle and release any and all actions, claims, proceedings, matters,
<br />disputes and differences, known or unknown, arising from the Project.
<br />5. NO ADMISSION OF LIABILITY. The Parties recognize and agree that this Settlement is
<br />the compromise of disputed claims and that the Settlement Payment, the compromise of claims
<br />hereunder, and this Agreement and the performances hereunder, are not intended nor shall they be
<br />construed or considered by anyone to be: (A.) an admission of liability by or on behalf of a Party,
<br />by whom all such liability is expressly denied, or (B.) a declaration against interest on the part of a
<br />Party; the Parties intending by this Settlement merely to avoid expensive, time-consuming, and
<br />uncertain Litigation.
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