Common use of TERMS AND RELEASE Clause in Contracts

TERMS AND RELEASE. In consideration of the ARB not filing a legal action against KOHLER for the alleged violations referred to above, ARB and KOHLER agree as follows: (1) As a condition of this Agreement KOHLER shall pay the total sum of fifty-eight thousand eight hundred seventy-five dollars ($58,875.00) as a penalty to the California Air Pollution Control Fund, subject to the following terms. Payment shall be made by check payable as described above and addressed to: Xx. Xxxxxxxx Xxxxxxx Air Resources Board, Enforcement Division 0000 X Xxxxxx Xxxxxxxxxx, XX 00000 (2) KOHLER represents that it understands the legal requirements applicable to selling engines in California and agrees that it will not introduce products to commerce unless ARB certification has first been obtained. KOHLER agrees that it will not acquire, offer for sale or sell new, non-California certified engines for use or registration in California and KOHLER promises that any engines in its possession not certified to California emission standards will be clearly marked: “Not for Sale or Use in California”. (3) This Agreement shall apply to and be binding upon KOHLER and its principals, officers, directors, receivers, trustees, employees, successors and assignees, subsidiary and parent corporations, dealers, distributors, and upon ARB and any successor agency that may have responsibility for and jurisdiction over the subject matter of this Agreement. (4) This Agreement constitutes the entire agreement and understanding between ARB and KOHLER concerning the claims and settlement in this Agreement, and this Agreement fully supersedes and replaces any and all prior negotiations and agreement of any kind or nature, whether written or oral, between ARB and KOHLER concerning these claims. (5) No agreement to modify, amend, extend, supersede, terminate, or discharge this Agreement, or any portion thereof, shall be valid or enforceable unless it is in writing and signed by all parties to this Agreement.

TERMS AND RELEASE. In consideration of the ARB not filing a legal action against KOHLER for Recitals listed above which are incorporated into this section by reference, and the alleged violations referred to abovemutual agreements set forth below, ARB CEC and KOHLER Topaz agree as follows: (1) As a condition This Agreement covers the Topaz lamp model numbers listed in Attachment A. (2) For selling or offering for sale in California lamps identified in paragraph I(5), whose model number are identified in Attachment A, that did not meet the energy efficiency standards prescribed by section 1605.3, were not certified to MAEDbS as required by section 1606, and, in consideration of this Agreement KOHLER the factors listed in paragraph I(7) and I(8) above, Topaz shall pay as an administrative civil penalty the total sum of fifty-eight thousand eight hundred seventy-five dollars ($58,875.00) as a penalty 101,100.00 by electronic transfer to CEC by February 1, 2021. Banking information and instructions necessary to complete the California Air Pollution Control Fund, subject to the following terms. Payment electronic transfer shall be made provided by check payable as described above and addressed to: Xx. Xxxxxxxx Xxxxxxx Air Resources Board, Enforcement Division 0000 X Xxxxxx Xxxxxxxxxx, XX 00000 (2) KOHLER represents that it understands the legal requirements applicable to selling engines in California and agrees that it will not introduce products to commerce unless ARB certification has first been obtained. KOHLER agrees that it will not acquire, offer for sale or sell new, non-California certified engines for use or registration in California and KOHLER promises that any engines in its possession not certified to California emission standards will be clearly marked: “Not for Sale or Use in California”CEC. (3) Xxxxx also agrees to take each of the following actions for any regulated appliance it will sell or offer for sale in California: a. Test all basic models, utilizing the applicable test method, to ensure conformance with the Appliance Efficiency Regulations. b. Certify all basic models in MAEDbS, and ensure listings are kept current and up to date. c. Add the required marking to the unit. (4) This Agreement shall apply to and be binding upon KOHLER Topaz and its principals, officers, directors, receivers, trustees, employees, successors and assignees, subsidiary and parent corporations, dealers, distributors, and upon ARB CEC and any successor agency that may have responsibility for and jurisdiction over the subject matter of this Agreement. (45) In consideration of the payment specified above, CEC hereby releases Topaz and its parent corporation, principals, directors, officers, agents, employees, shareholders, subsidiaries, predecessors, and successors from any and all claims for violations of section 1608 (efficiency, marking, certification), relating to the time frame and appliances identified in paragraph I(5), whose model numbers are identified in Attachment A. (6) This Agreement constitutes the entire agreement and understanding between ARB CEC and KOHLER Xxxxx concerning the claims and settlement in this Agreement, and this Agreement fully supersedes and replaces any and all prior negotiations and agreement of any kind or nature, whether written or oral, between ARB CEC and KOHLER Xxxxx concerning these claims. (57) No agreement to modify, amend, extend, supersede, terminate, or discharge this Agreement, or any portion thereof, shall be valid or enforceable unless it is in writing and signed by all parties Parties to this Agreement. (8) Xxxxx further agrees that if the subject matter of this Agreement comes before CEC in an administrative adjudication, neither any member of CEC, nor the Executive Director, shall be disqualified because of prior consideration of this Agreement. (9) Each Party to this Agreement has reviewed the Agreement independently, has had the opportunity to consult counsel, is fully informed of the terms and effect of this Agreement, and has not relied in any way on any inducement, representation, or advice of any other Party in deciding to enter into this Agreement. (10) This Agreement shall be interpreted and enforced in accordance with the laws of the State of California, without regard to California’s choice of law rules. Any litigation arising out of or related to this Agreement shall be filed in the Superior Court of California, County of Sacramento. (11) Each provision of this Agreement is severable, and in the event that any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement remains in full force and effect. (12) The failure of any Party to enforce any provision of this Agreement shall not be construed as a waiver of any such provision, nor prevent such Party thereafter from enforcing such provision or any other provision of this Agreement. (13) This Agreement is deemed to have been drafted equally by the Parties; it will not be interpreted for or against either Party on the ground that said Party drafted it. __________________ (14) This Agreement is effective upon signature by a representative of Topaz with authority to bind the company, and signature by the Executive Director of CEC. The Parties agree that fax or scanned signatures and multiple signature pages are acceptable for purposes of executing this Agreement, which may be signed in counterparts.

TERMS AND RELEASE. In consideration of the ARB not filing a legal action against KOHLER TORO for the alleged violations referred to above, ARB and KOHLER TORO agree as follows: (1) As a condition of this Agreement KOHLER TORO shall pay the total sum of fifty-eight five thousand eight five hundred seventy-five dollars ($58,875.005,500) as a penalty to the California Air Pollution Control Fund, subject to the following terms. Payment shall be made by check payable as described above and addressed to: Xx. Xxxxxxxx Xxxxxxx Air Resources Board, Enforcement Division XX Xxx 0000 X Xxxxxx Xxxxxxxxxx, XX 00000 (2) KOHLER TORO represents that it understands the legal requirements applicable to selling engines in California and agrees that it will not introduce products to commerce unless ARB certification has first been obtained. KOHLER TORO agrees that it will not acquire, offer for sale or sell new, non-California certified engines for use or registration in California and KOHLER TORO promises that any engines in its possession not certified to California emission standards will be clearly marked: “Not for Sale or Use in California”. (3) This Agreement shall apply to and be binding upon KOHLER TORO and its principals, officers, directors, receivers, trustees, employees, successors and assignees, subsidiary and parent corporations, dealers, distributors, and upon ARB and any successor agency that may have responsibility for and jurisdiction over the subject matter of this Agreement. (4) This Agreement constitutes the entire agreement and understanding between ARB and KOHLER TORO concerning the claims and settlement in this Agreement, and this Agreement fully supersedes and replaces any and all prior negotiations and agreement of any kind or nature, whether written or oral, between ARB and KOHLER TORO concerning these claims. (5) No agreement to modify, amend, extend, supersede, terminate, or discharge this Agreement, or any portion thereof, shall be valid or enforceable unless it is in writing and signed by all parties to this Agreement.

TERMS AND RELEASE. In consideration of the ARB not filing a legal action against KOHLER for the alleged violations referred to above, ARB and KOHLER agree as follows: (1) As a condition of this Agreement KOHLER shall pay the total sum of fifty-eight thousand eight hundred seventy-five dollars ($58,875.00) as a penalty to the California Air Pollution Control Fund, subject to the following terms. Payment shall be made by check payable as described above and addressed to: Xx. Xxxxxxxx Xxxxxxx Air Resources Board, Enforcement Division 0000 X Xxxxxx XxxxxxxxxxSacramento, XX 00000CA 95812 (2) KOHLER represents that it understands the legal requirements applicable to selling engines in California and agrees that it will not introduce products to commerce unless ARB certification has first been obtained. KOHLER agrees that it will not acquire, offer for sale or sell new, non-California certified engines for use or registration in California and KOHLER promises that any engines in its possession not certified to California emission standards will be clearly marked: “Not for Sale or Use in California”. (3) This Agreement shall apply to and be binding upon KOHLER and its principals, officers, directors, receivers, trustees, employees, successors and assignees, subsidiary and parent corporations, dealers, distributors, and upon ARB and any successor agency that may have responsibility for and jurisdiction over the subject matter of this Agreement. (4) This Agreement constitutes the entire agreement and understanding between ARB and KOHLER concerning the claims and settlement in this Agreement, and this Agreement fully supersedes and replaces any and all prior negotiations and agreement of any kind or nature, whether written or oral, between ARB and KOHLER concerning these claims. (5) No agreement to modify, amend, extend, supersede, terminate, or discharge this Agreement, or any portion thereof, shall be valid or enforceable unless it is in writing and signed by all parties to this Agreement.