|
5489135.1 10
<br />TO MATTERS WHICH ARE KNOWN OR DISCLOSED, AND PURCHASER
<br />HEREBY WAIVES ANY AND ALL RIGHTS AND BENEFITS WHICH IT NOW
<br />HAS, OR IN THE FUTURE MAY HAVE CONFERRED UPON IT, BY VIRTUE OF
<br />THE PROVISIONS OF FEDERAL, STATE, OR LOCAL LAW, RULES, OR
<br />REGULATIONS, INCLUDING WITHOUT LIMITATION, SECTION 1542 OF THE
<br />CIVIL CODE OF THE STATE OF CALIFORNIA (“SECTION 1542”), WHICH
<br />PROVIDES AS FOLLOWS:
<br />“A GENERAL RELEASE DOES NOT EXTEND TO
<br />CLAIMS THAT THE CREDITOR OR RELEASING
<br />PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN
<br />HIS OR HER FAVOR AT THE TIME OF EXECUTING
<br />THE RELEASE AND THAT, IF KNOWN BY HIM OR
<br />HER, WOULD HAVE MATERIALLY AFFECTED HIS
<br />OR HER SETTLEMENT WITH THE DEBTOR OR
<br />RELEASED PARTY.”
<br /> PURCHASER HEREBY ACKNOWLEDGES, AND REPRESENTS AND
<br />WARRANTS TO SELLER THAT IT HAS READ, IS FAMILIAR WITH, AND
<br />FULLY UNDERSTANDS THE PROVISIONS OF SECTION 1542.
<br />IN ACCORDANCE WITH THE FOREGOING, AND TO THE MAXIMUM EXTENT
<br />PERMITTED BY LAW, PURCHASER HEREBY AGREES, REPRESENTS, AND
<br />WARRANTS THAT IT UNDERSTANDS THAT FACTUAL MATTERS NOW
<br />UNKNOWN TO PURCHASER MAY HAVE GIVEN, OR MAY HEREAFTER GIVE,
<br />RISE TO CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS,
<br />CONTROVERSIES, DAMAGES, COSTS, LOSSES, OR EXPENSES WHICH ARE
<br />PRESENTLY UNKNOWN, UNANTICIPATED, AND UNSUSPECTED, AND
<br />PURCHASER FURTHER AGREES, REPRESENTS, AND WARRANTS THAT THE
<br />WAIVERS AND RELEASES HEREIN HAVE BEEN NEGOTIATED AND AGREED
<br />UPON IN LIGHT OF THAT REALIZATION, AND THAT PURCHASER
<br />NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE, AND
<br />ACQUIT SELLER FROM ANY SUCH UNKNOWN CAUSES OF ACTION,
<br />CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES,
<br />AND EXPENSES WHICH MIGHT IN ANY WAY BE INCLUDED IN THE
<br />WAIVERS AND MATTERS RELEASED AS SET FORTH IN THIS SECTION 5.4.2.
<br />THE PROVISIONS OF THIS SECTION 5.4.2 ARE MATERIAL AND INCLUDED
<br />AS A MATERIAL PORTION OF THE CONSIDERATION GIVEN TO SELLER BY
<br />PURCHASER IN EXCHANGE FOR SELLER’S PERFORMANCE HEREUNDER
<br />AND THE SETTLEMENT AGREEMENT. SELLER HAS GIVEN PURCHASER
<br />MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE
<br />FOR PURCHASER AGREEING TO THE PROVISIONS OF THIS SECTION 5.4.2.
<br />PURCHASER HAS INITIALED THIS SECTION 5.4.2 TO FURTHER INDICATE
<br />ITS AWARENESS AND ACCEPTANCE OF EACH AND EVERY PROVISION
<br />HEREOF. PURCHASER HEREBY WAIVES THE PROVISIONS OF SECTION
<br />1542, AND OF ANY STATUTE, PRINCIPLE OF COMMON LAW OR CASE LAW
<br />WHICH WOULD LIMIT THE SCOPE OF THE FOREGOING WAIVER AND
<br />RELEASE, IN CONNECTION WITH MATTERS WHICH ARE THE SUBJECT OF
<br />THE FOREGOING WAIVER AND RELEASE.
<br />EXHIBIT 1
|