Common use of Releases of Unknown Claims Clause in Contracts

Releases of Unknown Claims. i. Each of the Releasing Parties expressly acknowledges that, although a general release under certain circumstances may not extend to Released Claims which the Releasing Party does not know or suspect to exist in its favor, which if known by it may have materially affected its settlement with the party released, in this circumstance it has carefully considered and taken into account in determining to enter into this Release Agreement the possible existence of such unknown losses or claims. Without limiting the generality of the foregoing, each Releasing Party expressly waives and relinquishes any and all rights such Party may have or conferred upon it under any federal, state, or local statute, rule, regulation, or principle of common law or equity which provides that a release does not extend to claims which the claimant does not know or suspect to exist in its favor at the time of entering into this Release Agreement or which may in any way limit the effect or scope of this Release Agreement with respect to Released Claims which such Party did not know or suspect to exist in such Party’s favor at the time of providing the releases in this Release Agreement, which in each case if known by it may have materially affected its settlement with any Released Party. Each of the Releasing Parties expressly acknowledges that the releases and covenants not to sue contained in this Release Agreement are effective regardless of whether those released matters or Released Claims are presently known or unknown, suspected or unsuspected, or foreseen or unforeseen. For the avoidance of doubt, each of the Releasing Parties knowingly grants the releases in this Release Agreement notwithstanding that each Releasing Party may hereafter discover facts in addition to, or different from, those which such Releasing Party either now knows or believes to be true, and without regard to the subsequent discovery or existence of such different or additional facts, and such Releasing Party expressly waives any and all rights that such Releasing Party may have under any statute or common law principle which would limit the effect of the release contained in this Release Agreement to those claims actually known or suspected to exist before the Effective Date. ii. Each of the Releasing Parties knowingly and voluntarily waives and relinquishes any and all provisions, rights, and benefits conferred by any law of the United States or any state or territory of the United States, or principle of common law, which governs or limits a person’s release of unknown claims, including California Civil Code § 1542 (or comparable or equivalent to California Civil Code § 1542), which provides: iii. Each of the Releasing Parties represents and warrants that it has access to adequate information regarding the terms hereof, the scope and effect of this Release Agreement, and all other matters encompassed by this Release Agreement to make an informed and knowledgeable decision with regard to entering into this Release Agreement. Each of the Releasing Parties further represents and warrants that it has not relied upon any other Party in deciding to enter into this Release Agreement and has instead made its own independent analysis and decision to enter into this Release Agreement. iv. Each Party agrees and acknowledges that (A) except as expressly provided in this Release Agreement, no Released Party, in any capacity, has warranted or otherwise made any representations to it or any of its Affiliates concerning any Cause of Action (including, without limitation, any representation concerning the existence, nonexistence, validity, or invalidity of any Cause of Action), (B) the validity and effectiveness of the foregoing releases in this Release Agreement do not depend in any way on any such representations or warranties or the accuracy, completeness, or validity thereof, (C) subject to any applicable fiduciary duty, no Released Party, in any capacity, has any duty to disclose or provide any facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected) to the Releasing Parties granting a release under this Release Agreement, and (D) each such release shall remain in full force and effect even if any facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected) were not disclosed or provided (whether intentionally, unintentionally, or otherwise) by any Released Party to any Releasing Party, which facts or documents, if known by such Releasing Party, might have caused such Releasing Party not to execute and deliver this Release Agreement. Notwithstanding anything to the contrary contained herein, each of the Parties agrees that if any release contained in this Release Agreement shall be unenforceable against any Releasing Party, and such Releasing Party institutes or files any cause of action against any Released Party, then the releases contained in this Release Agreement shall not be effective in preventing any such Released Party from raising any defenses, objections, set-offs, recoupments, or counter-claims to such cause of action against such Releasing Party, in each case solely to the extent to offset any such cause of action. Nothing in this ‎Section 4‎(a)(‎iv) shall be deemed to supersede, limit, alter, or change any of the clauses set forth in the provisos in ‎Section 3(a).

Releases of Unknown Claims. i. Each of the Releasing Parties in each of the Releases contained in this Agreement expressly acknowledges that, that although ordinarily a general release under certain circumstances may not extend to Released Claims which the Releasing Party does not know or suspect to exist in its favor, which if known by it may have materially affected its settlement with the party released, in this circumstance it has they have carefully considered and taken into account in determining to enter into this Release Agreement the above Releases the possible existence of such unknown losses or claims. Without limiting the generality of the foregoing, each Releasing Party expressly waives and relinquishes any and all rights such Party may have or conferred upon it under any federal, state, or local statute, rule, regulation, or principle of common law or equity which provides that a release does not extend to claims which the claimant does not know or suspect to exist in its favor at the time of entering into this providing the Release Agreement or which may in any way limit the effect or scope of this Release Agreement the Releases with respect to Released Claims which such Party did not know or suspect to exist in such Party’s favor at the time of providing the releases in this Release AgreementRelease, which in each case if known by it may have materially affected its settlement with any Released Party. Each of the Releasing Parties expressly acknowledges that the releases Releases and covenants not to sue contained in this Release Agreement are effective regardless of whether those released matters or Released Claims are presently known or unknown, suspected or unsuspected, or foreseen or unforeseen. For the avoidance of doubt, each of the Releasing Parties knowingly grants the releases in this Release Agreement notwithstanding that each Releasing Party may hereafter discover facts in addition to, or different from, those which such Releasing Party either now knows or believes to be true, and without regard to the subsequent discovery or existence of such different or additional facts, and such Releasing Party expressly waives any and all rights that such Releasing Party may have under any statute or common law principle which would limit the effect of the release contained in this Release Agreement to those claims actually known or suspected to exist before the Effective Date. ii. Each of the Releasing Parties knowingly and voluntarily waives and relinquishes any and all provisions, rights, and benefits conferred by any law of the United States or any state or territory of the United States, or principle of common law, which governs or limits a person’s release of unknown claims, including California Civil Code § 1542 (or comparable or equivalent to California Civil Code § 1542), which provides: iii. Each of the Releasing Parties represents and warrants that it has access to adequate information regarding the terms hereof, the scope and effect of this Release Agreement, and all other matters encompassed by this Release Agreement to make an informed and knowledgeable decision with regard to entering into this Release Agreement. Each of the Releasing Parties further represents and warrants that it has not relied upon any other Party in deciding to enter into this Release Agreement and has instead made its own independent analysis and decision to enter into this Release Agreement. iv. Each Party agrees and acknowledges that (A) except as expressly provided in this Release Agreement, no Released Party, in any capacity, has warranted or otherwise made any representations to it or any of its Affiliates concerning any Cause of Action (including, without limitation, any representation concerning the existence, nonexistence, validity, or invalidity of any Cause of Action), (B) the validity and effectiveness of the foregoing releases in this Release Agreement do not depend in any way on any such representations or warranties or the accuracy, completeness, or validity thereof, (C) subject to any applicable fiduciary duty, no Released Party, in any capacity, has any duty to disclose or provide any facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected) to the Releasing Parties granting a release under this Release Agreement, and (D) each such release shall remain in full force and effect even if any facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected) were not disclosed or provided (whether intentionally, unintentionally, or otherwise) by any Released Party to any Releasing Party, which facts or documents, if known by such Releasing Party, might have caused such Releasing Party not to execute and deliver this Release Agreement. Notwithstanding anything to the contrary contained herein, each of the Parties agrees that if any release contained in this Release Agreement shall be unenforceable against any Releasing Party, and such Releasing Party institutes or files any cause of action against any Released Party, then the releases contained in this Release Agreement shall not be effective in preventing any such Released Party from raising any defenses, objections, set-offs, recoupments, or counter-claims to such cause of action against such Releasing Party, in each case solely to the extent to offset any such cause of action. Nothing in this ‎Section 4‎(a)(‎iv) shall be deemed to supersede, limit, alter, or change any of the clauses set forth in the provisos in ‎Section 3(a).

Releases of Unknown Claims. i. Each of the Company Releasing Parties expressly acknowledges that, although that in some circumstances a general release under certain circumstances may not extend to Released Claims which the Releasing Party does not know or suspect to exist in its favor, which if known by it may have materially affected its settlement with the party released, in this circumstance it has they have carefully considered and taken into account in determining to enter into this Release Agreement the above releases the possible existence of such unknown losses or claims. Without limiting the generality of the foregoing, each Company Releasing Party expressly waives and relinquishes any and all rights such Company Releasing Party may have or conferred upon it under any federal, state, or local statute, rule, regulation, or principle of common law or equity which provides that a release does not extend to claims which the claimant does not know or suspect to exist in its favor at the time of entering into this Release Agreement providing the release or which may in any way limit the effect or scope of this Release Agreement the releases with respect to Released Claims which such Company Releasing Party did not know or suspect to exist in such Company Releasing Party’s favor at the time of providing the releases in this Release Agreementrelease, which in each case if known by it may have materially affected its settlement with any Released Party. Each of the Company Releasing Parties expressly acknowledges that the releases and covenants not to sue contained in this Release Agreement are effective regardless of whether those released matters or Released Claims are presently known or unknown, suspected or unsuspected, or foreseen or unforeseen. For the avoidance of doubt, each of the Releasing Parties knowingly grants the releases in this Release Agreement notwithstanding that each Releasing Party may hereafter discover facts in addition to, or different from, those which such Releasing Party either now knows or believes to be true, and without regard to the subsequent discovery or existence of such different or additional facts, and such Releasing Party expressly waives any and all rights that such Releasing Party may have under any statute or common law principle which would limit the effect of the release contained in this Release Agreement to those claims actually known or suspected to exist before the Effective Date. ii. Each of the Releasing Parties knowingly and voluntarily waives and relinquishes any and all provisions, rights, and benefits conferred by any law of the United States or any state or territory of the United States, or principle of common law, which governs or limits a person’s release of unknown claims, including California Civil Code § 1542 (or comparable or equivalent to California Civil Code § 1542), which provides: iii. Each of the Releasing Parties represents and warrants that it has access to adequate information regarding the terms hereof, the scope and effect of this Release Agreement, and all other matters encompassed by this Release Agreement to make an informed and knowledgeable decision with regard to entering into this Release Agreement. Each of the Releasing Parties further represents and warrants that it has not relied upon any other Party in deciding to enter into this Release Agreement and has instead made its own independent analysis and decision to enter into this Release Agreement. iv. Each Party agrees and acknowledges that (A) except as expressly provided in this Release Agreement, no Released Party, in any capacity, has warranted or otherwise made any representations to it or any of its Affiliates concerning any Cause of Action (including, without limitation, any representation concerning the existence, nonexistence, validity, or invalidity of any Cause of Action), (B) the validity and effectiveness of the foregoing releases in this Release Agreement do not depend in any way on any such representations or warranties or the accuracy, completeness, or validity thereof, (C) subject to any applicable fiduciary duty, no Released Party, in any capacity, has any duty to disclose or provide any facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected) to the Releasing Parties granting a release under this Release Agreement, and (D) each such release shall remain in full force and effect even if any facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected) were not disclosed or provided (whether intentionally, unintentionally, or otherwise) by any Released Party to any Releasing Party, which facts or documents, if known by such Releasing Party, might have caused such Releasing Party not to execute and deliver this Release Agreement. Notwithstanding anything to the contrary contained herein, each of the Parties agrees that if any release contained in this Release Agreement shall be unenforceable against any Releasing Party, and such Releasing Party institutes or files any cause of action against any Released Party, then the releases contained in this Release Agreement shall not be effective in preventing any such Released Party from raising any defenses, objections, set-offs, recoupments, or counter-claims to such cause of action against such Releasing Party, in each case solely to the extent to offset any such cause of action. Nothing in this ‎Section 4‎(a)(‎iv) shall be deemed to supersede, limit, alter, or change any of the clauses set forth in the provisos in ‎Section 3(a).