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<br />• Settlement Amount includes full payment of all delinquent pre-petition taxes
<br />owed by the Debtors through the Tax Period. The Settlement Amount
<br />represents the full and final settlement for the Claim and any and all
<br />Unclaimed Accounts for the Tax Period, which was or could have been, or
<br />may be, raised in any proof of claim or objection to proof of claim or
<br />otherwise.
<br />2. Other than as provided for in this Agreement, Claimant will not receive any
<br />distributions on account of any proofs of claim or scheduled claims,
<br />including the Claim, it may have filed in the Debtors' Chapter 11 cases. All
<br />proofs of claim and scheduled liabilities of Claimant may require Claimant's
<br />execution of an Agreed Order for Claim resolution purposes.
<br />3. Claimant and the Debtors agree that the Settlement Amount constitutes full
<br />and final payment for the claim and any and all Unclaimed Accounts and
<br />Claimant shall provide to the Debtors, within twenty (20) days of receipt of
<br />the Settlement Amount, fully paid tax receipts on the claim and any and all
<br />Unclaimed Accounts. Upon receipt of the Settlement Amount, Claimant, its
<br />directors, officers, affiliates, agents, employees, successors, assigns, and/or
<br />any party directly or indirectly related thereto releases, and holds harmless
<br />the Debtors and/or its current or former directors, officers, affiliates, agents,
<br />servants, employees, successors, transferees, assigns and/or any party
<br />• directly or indirectly related thereto (the "Tax parties") from and against any
<br />and all actions, petitions, orders, claims, penalties, losses, or demands
<br />made, imposed on or asserted against the Tax Parties, together with all
<br />expenses, costs, losses, and damages against the Tax parties, directly or
<br />indirectly, arising out of or in connection with the Claim, the Unclaimed
<br />Accounts or any other matter set forth in Section 1 above. Further and upon
<br />receipt of the Settlement Amount, Claimant shall (i) forever waive its right to
<br />payment (other than the Settlement Amount payment) for any and all taxes,
<br />interest and penalties relating to any period that began and ended prior to
<br />2007 (the "Tax Period") and (ii) shall discontinue all administrative or judicial
<br />actions currently pending, if any, remove all liens, if any, and release and
<br />waive forever Claimant's right to assert a claim against Debtors' past,
<br />present, and future directors, officers, and employees for any claim for
<br />taxes, interest or penalties relating to the Tax Period that Debtors have
<br />failed to remit, including any claim arising out of or in connection with the
<br />Claim or any other matter set forth in Section 1 above.
<br />4. Claimant further agrees that its sole remedy for the Claim and the
<br />Unclaimed Accounts is payment of the Settlement Amount pursuant to this
<br />Agreement.
<br />5. Nothing in this Agreement is intended, nor shall be construed, as
<br />superseding the claims reconciliation process except to the extent of the
<br />• claim and Unclaimed Accounts. Furthermore, nothing in this Agreement is
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