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The PARTIES, and each of them, hereby waive and relinquish all rights and benefits under Civil <br />Code section 1542 to the full extent that they may lawfully waive all such rights and benefits <br />pertaining to the claims and /or causes of action arising between and /or among them, including <br />without limitation, the Released Claims. <br />3.7 Continuing Jurisdiction of Court. The PARTIES stipulate that the Court shall <br />continue to have jurisdiction over this matter to enforce this settlement pursuant to Code of Civil <br />Procedure section 664.6. <br />3.8 Denial of Liability. The PARTIES agree and mutually acknowledge that this <br />Agreement is for settlement purposes only. The PARTIES have denied, and continue to deny, <br />any wrongdoing in connection with the actions or inactions alleged in the Subject Action. <br />Neither this Agreement nor any action taken pursuant to this Agreement shall constitute any <br />admission of any wrongdoing, fault, violation of law, or liability of any kind on the part of the <br />PARTIES, or any admission by and of the PARTIES of any claim or allegations made in any <br />action against such party. This Agreement is entered into to avoid the attorneys' fees, costs, <br />expenses and risks associated with continued litigation of the claims and defenses asserted in the <br />Subject Action, including, without limitation, the Released Claims. <br />3.9 No Assignment of Claim. The PARTIES represent and warrant that they have not <br />sold, assigned or transferred, or purported to sell, assign or transfer, and shall not hereafter sell, <br />assign or transfer, any obligations, liabilities, demands, claims, costs, expenses, debts, <br />controversies, damages, rights, actions, or causes of action released pursuant to this Agreement, <br />including, without limitation, the Released Claims. <br />3.10 Tax Consequences. The PARTIES make no representations as to whether there <br />are any tax consequences associated with this Agreement, including, but not limited to, the <br />Settlement Amount. The PARTIES agree that each Party is responsible for malting its own <br />determination of the tax consequences of the settlement and this Agreement. <br />3.11 Integrated Agreement. This Agreement is the final and entire agreement between <br />the PARTIES concerning the subject matter of this Agreement. All agreements of the PARTIES <br />with respect to the subject matter hereof are in writing and supersede all prior written and oral <br />agreements and understandings of the PARTIES. This Agreement cannot be modified except by <br />a written document signed by all of the PARTIES. None of the PARTIES are relying upon any <br />other negotiations, discussions or agreements in connection with the subject matter of this <br />Agreement. This is a fully integrated agreement. <br />3.12 Warranty of Authorization. Any person executing this Agreement on behalf of <br />any Party does hereby personally represent and warrant to the other PARTIES that he or she has <br />the authority to execute this Agreement on behalf of, and to fully bind, such Party. <br />3.13 Independent Representation by Counsel. The PARTIES represent and declare thal <br />in executing this Agreement, they have relied solely upon their own judgment, belief and <br />knowledge, and the advice and recommendations of their own independently - selected counsel, if <br />they chose to retain counsel, concerning the nature, extent and duration of their rights and claims <br />Page 3 of 7 <br />