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2.1. $934,200 for repayment of the 2010-2014 Overpayment, and
<br />2.2. $414,000 for repayment of the 2008-2009 Overpayment.
<br />3. Release of Claims. The Parties understand that they are giving broad releases, and
<br />releasing claims of which they may not be aware. They have had a full and complete
<br />opportunity to investigate all potential claims, known and unknown, and enter into this
<br />Agreement knowingly, in return for the consideration set forth herein. The Parties understand
<br />that even if they later discover facts of which they were not aware at the time they entered this
<br />Agreement, they will not be able to set aside this Agreement or bring action or suit upon any
<br />claim released herein.
<br />3.1. 2010-2014 Overnayment'Upon receipt of the Payment, the Parties fully,
<br />irrevocably, and forever waive, release, and discharge each other, and their managers,
<br />directors, officers, members, shareholders, representatives, agents, and employees, from
<br />any and all claims, debts, commissions, actions, causes of action, liability, demands,
<br />damages, obligations, and losses of whatever kind or nature, in law or in equity, known
<br />or unknown, suspected or unsuspected, they may have against the other, that relate to or
<br />arise from any conduct or events related to the Employee's fraud as described in the
<br />Recitals or to the reimbursement of temporary labor costs at WHSL, that occurred during
<br />the years 2010 through 2014.
<br />3.2. 2008-2009 Overpayment. Subject to Section 4 below, upon receipt of the
<br />Payment, the Parties fully, irrevocably, and forever waive, release, and discharge each
<br />other, and their managers, directors, officers, members, shareholders, representatives,
<br />agents, and employees, from any and all claims, debts, commissions, actions, causes of
<br />action, liability, demands, damages, obligations, and losses of whatever kind or nature, in
<br />law or in equity, known or unknown, suspected or unsuspected, they may have against
<br />the other, that relate to or arise from any conduct or events related to the Employee's
<br />fraud as described in the Recitals or to the reimbursement of temporary labor costs at
<br />WHSL, that occurred during the years 2008 through 2009.
<br />3.3. Pre -2008 Claims. Nothing in this Agreement releases or waives any claims
<br />or defenses relating to the Employee's fraud occurring prior to 2008, including any
<br />claims for overpayments made prior to 2008.
<br />4. Limited Re -Opener of 2008-2009 Overpayment. The Parties agree and
<br />acknowledge that both Parties have used their reasonable best efforts to determine that amount of
<br />the overpayments made by the County and owed by WMH. While the Parties intend that the
<br />2008-2009 Overpayment shall resolve the County's claim, the Parties agree that they shall adjust
<br />the 2008-2009 Overpayment, including WMH paying additional amounts or the County
<br />refunding amounts, if additional information demonstrates a difference of more than FIVE
<br />PERCENT (5%) between the 2008-2009 Overpayment and the actual amount of the
<br />overpayment resulting from the Employee's fraud. Such "additional information" means
<br />information obtained as the result of the investigation and/or prosecution of the Employee or
<br />information obtained from an investigation conducted by a governmental agency, including the
<br />County.
<br />4.1. If, by the Re -Opener Deadline (as defined herein), either Party believes that
<br />there is a difference of more than 5% between the 2008-2009 Overpayment and the actual
<br />amount of the overpayment resulting from the Employee's fraud, that Party shall notify
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