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3. Dismissal of Complaint. Plaintiff will dismiss the Complaint, with prejudice, within
<br /> five (5)business days of the payment of the Settlement Check.
<br /> 4. Board Approval. The parties understand that this Agrement is subject to board
<br /> approval. This agreement shall be null and void in the event either of Defendants' boards reject this
<br /> Agreement.
<br /> 5. Attorneys' Fees & Costs. Except as otherwise provided for in this Agreement, the
<br /> Parties, and each of them, shall bear their own costs, expenses and attorneys' fees in connection with
<br /> this Agreement.
<br /> 6. Settlement Based on Objective Analysis. The Parties to this Agreement
<br /> acknowledge that the Agreement is based upon an analysis of the rights and liabilities of the Parties,
<br /> and was made after due consideration of those rights and liabilities, as well as the costs of future
<br /> litigation in the Action.
<br /> 7. No Admission of Liability. Nothing in this Agreement shall be deemed or construed
<br /> to be an admission of wrongdoing or liability on the part of any of the Parties hereto, and such
<br /> liability or wrongdoing is specifically denied. The Parties have maintained and continue to maintain
<br /> that their actions were and are lawful and proper.
<br /> 8. Release of Defendants.
<br /> (a) Except as expressly provided herein, Plaintiff hereto releases, acquits and
<br /> forever discharges Defendants and their respective parent corporations, affiliated and subsidiary
<br /> corporations, its predecessors, successors and assigns, and its officers, directors, agents, attorneys,
<br /> employees, insurers and heirs from all claims, losses, causes of action, costs, expenses, attorneys'
<br /> fees, liability (whether statutory, equitable or legal), indemnities, subrogations, duties and any and
<br /> all obligations of every nature, character and description whatsoever, at law or in equity, known or
<br /> unknown, whether she ever had, now has, or may in the future have or acquire, arising out of,
<br /> concerning, pertaining to, or connected with, any and every matter or things whatsoever, which
<br /> occurred,were done, omitted or suffered to be done prior to the date hereof.
<br /> (b) Plaintiff agrees to refrain and forebear from commencing, instituting,
<br /> amending or prosecuting any lawsuit, action or other proceeding,judicial or administrative, of any
<br /> kind whatsoever, except as expressly provided herein, against Defendants, based upon suits, claims,
<br /> disputes, demands, debts,judgments, liens, liabilities, obligations, losses, costs, expenses, attorneys'
<br /> fees, actions,or causes of action released by the terms of this Agreement.
<br /> 9. Waiver of Civil Code § 1542. The Parties voluntarily and unconditionally waive
<br /> each and every right that the Party has or may have under § 1542 of the Civil Code of the State of
<br /> California, and any similar law of any state or territory of the United States. Section 1542 provides:
<br /> C.C. § 1.542. CERTAIN CLAIMS NOT AFFECTED BY GENERAL RELEASE.
<br /> A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
<br /> CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO
<br /> EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE
<br /> AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY
<br /> AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED
<br /> PARTY.
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