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8. Counterparts. This Agreement may be executed in counterparts, via email, facsimile or electronic transmission, and each such counterpart shall be deemed an original, but all of which together shall constitute one in the same instrument. 9. Captions and Headings. The headings and captions in this Agreement are inserted as a matter of convenience and for reference and shall not be construed to be a substantive part of this Agreement and shall not in any way defines, limit, expand or affect the scope or meaning of any provision of this Agreement. 10. Good Faith Cooperation. The Parties hereto covenant, warrant and represent to each other Party that he will act in good faith, act in due diligence, provide his complete cooperation and that he will do such other and further actions, including without limitation, the execution of any documents or instruments which are reasonable or may be necessary, helpful or convenient in carrying out the purposes and intent of this Agreement. Said covenants are mutual and dependent. 11. Merger and Non -Reliance. All prior representations, promises, or inducements, whether oral or written, arising from or relating to the subject matter of this Agreement are hereby merged into the terms of this Agreement, which terms shall supersede any such prior representations, promises, or inducements. Except for the express representations contained in this Agreement, neither Party has relied on any statements, representations, promises, or inducements of the other Party. 12. Non -Waiver. No course or dealing, course of performance, or failure of any Party to strictly enforce any term, right, or condition of this Agreement or any other document prepared in connection with this Agreement shall be construed as a waiver of any term, right, or condition. 13. Attorney Fees. Each Party shall bear its own attorney fees and costs incurred in connection with the negotiation and preparation of this Agreement and the above- mentioned Litigation. If either Party shall bring an action for enforcement for breach of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable attorney fees and costs at all trial and appellate levels from the non - prevailing party in such action including any paralegal fees or costs. 14. Full Settlement. This Agreement is intended to be a full and complete settlement of any and all actual and potential disputes, rights, claims, and causes of action (not including the terms of this Agreement) which either Party has or may have against the other arising from or relating to the above-mentioned Litigation and the Amended Final Summary Judgment Terms.