Common use of Section 1542 Clause in Contracts

Section 1542. To the extent that, notwithstanding the Delaware choice of law provisions in this Agreement, California law is deemed to apply to the release provisions set forth herein, each party hereto hereby expressly agrees that the release contemplated by this Section 3.7 extends to any and all rights granted under Section 1542 of the California Civil Code or any analogous state law or federal law or regulation are hereby expressly waived. Section 1542 of the California Civil Code (“Section 1542”) reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each party hereto understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives such party the right not to release existing claims of which such party is not aware, unless such party voluntarily chooses to waive this right. Having been so apprised, each party hereto nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 3.7, in each case, effective upon the date of this Agreement. Each party hereto acknowledges and agrees that the foregoing waiver is an essential and material term of the release by each party and that, without such waiver, the other party hereto would not have agreed to the terms of this Section 3.7. Each party hereto hereby represents to the other party that it understands and acknowledges that it may hereafter discover facts and legal theories concerning such party and the subject matter hereof in addition to or different from those which it now believes to be true. Each party hereto understands and hereby agrees that the release set forth herein shall remain effective in all respects notwithstanding those additional or different facts and legal theories or the discovery of those additional or different facts or legal theories. Each party hereto assumes the risk of any mistake of fact or applicable Law with regard to any potential claim or with regard to any of the facts that are now unknown to it relating thereto.

Section 1542. To the extent thatYou further agree that because this release specifically covers known and unknown claims, notwithstanding the Delaware choice of law provisions in this Agreement, California law is deemed to apply to the release provisions set forth herein, each party hereto hereby expressly agrees that the release contemplated by this Section 3.7 extends to any and all you waive your rights granted under Section 1542 of the California Civil Code Code, or under any analogous state comparable law or federal law or regulation are hereby expressly waivedof any other jurisdiction. Section 1542 of the California Civil Code (“Section 1542”) reads as followsstates: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each party hereto understands . You intend for this release to be enforced to the fullest extent permitted by law. Notwithstanding the foregoing, you acknowledge and agree that Section 1542you are not waiving or being required to waive any right that cannot be waived as a matter of law, or a comparable statute, rule, regulation or order of another jurisdiction, gives such party including the right to file a charge, report an alleged violation of law or participate in an investigation by a governmental administrative agency, including your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local government agency or commission (“Government Agencies”). You further understand that this General Release Agreement does not limit your ability to release existing claims of which such party is not awarecommunicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, unless such party voluntarily chooses to waive this right. Having been so apprised, each party hereto nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims including providing documents or other matters purported information, without notice to be released the Company; provided, however, that you hereby disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge, report or investigation, except that you may receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency. This General Release does not release any rights you may have pursuant to this Section 3.7, in each case, effective upon the date of this Transition Agreement or Independent Contractor Services Agreement. Each party hereto acknowledges and agrees that the foregoing waiver is an essential and material term of the release by each party and that, without such waiver, the other party hereto would not have agreed to the terms of this Section 3.7. Each party hereto hereby represents to the other party that it understands and acknowledges that it may hereafter discover facts and legal theories concerning such party and the subject matter hereof in addition to or different from those which it now believes to be true. Each party hereto understands and hereby agrees that the release set forth herein shall remain effective in all respects notwithstanding those additional or different facts and legal theories or the discovery of those additional or different facts or legal theories. Each party hereto assumes the risk of any mistake of fact or applicable Law with regard to any potential claim or with regard to any of the facts that are now unknown to it relating thereto.

Section 1542. To the extent that, notwithstanding the Delaware New York choice of law provisions in this AgreementRelease, California law is deemed to apply to the release provisions set forth herein, each party hereto Party hereby expressly agrees that the release contemplated by this Section 3.7 Release extends to any and all rights granted under Section 1542 of the California Civil Code or any analogous state law or federal law or regulation are hereby expressly waived. Section 1542 of the California Civil Code (“Section 1542”) reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each party hereto Party understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives such party Party the right not to release existing claims of which such party Party is not aware, unless such party Party voluntarily chooses to waive this right. Having been so apprised, each party hereto Party nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 3.7Release, in each case, effective upon the date of this AgreementEffective Date. Each party hereto Party acknowledges and agrees that the foregoing waiver is an essential and material term of the release by each party Party and that, without such waiver, the other party parties hereto would not have agreed to the terms of this Section 3.7Release. Each party hereto Party hereby represents to the other party applicable Parties that it understands and acknowledges that it may hereafter discover facts and legal theories concerning such party Parties and the subject matter hereof in addition to or different from those which it now believes to be true. Each party hereto Party understands and hereby agrees that the release set forth herein shall remain effective in all respects notwithstanding those additional or different facts and legal theories or the discovery of those additional or different facts or legal theories. Each party hereto Party assumes the risk of any mistake of fact or applicable Law law with regard to any potential claim or with regard to any of the facts that are now unknown to it relating thereto.

Section 1542. To Each of the extent thatParties understands that he or it may later discover Claims or facts that may be different from, or in addition to, those that he or it or any other Party now knows or believes to exist regarding the subject matter of the releases contained in Sections 4(a), 4(b), 5(a), and 6(a), and which, if known at the time of signing this Agreement, would have materially affected such Party’s decision to enter into this Agreement and grant the releases contained Sections 4(a), 4(b), 5(a), and 6(a). Nevertheless, each Party hereunder intends to fully, finally, and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the releases contained in Sections 4(a), 4(b), 5(a), and 6(a), whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and each release given herein is and will remain in effect as a complete release, notwithstanding the Delaware choice discovery or existence of law provisions in this Agreement, California law is deemed to apply to the release provisions set forth herein, each party hereto hereby such additional or different facts. Each Party expressly agrees that the release contemplated by this Section 3.7 extends to waives any and all rights granted under Section 1542 and benefits of any statutory provision or common law rule that provides, in sum or substance, that a release does not extend to claims which such Party does not know or suspect to exist in his or its favor at the time of executing the release, which if known by him or it, would have materially affected such Party’s decision to enter into this Agreement. In particular but without limitation, each of Histogen, PUR, Xxxxxxx, Wylde and Fernan expressly waives the provisions of California Civil Code or any analogous state law or federal law or regulation are hereby expressly waived. Section 1542 of the California Civil Code (“Section 1542”) reads as follows, which statute provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each party hereto understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives such party the right not to release existing claims of which such party is not aware, unless such party voluntarily chooses to waive this right. Having been so apprised, each party hereto nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 3.7, in each case, effective upon the date of this Agreement. Each party hereto acknowledges and agrees that the foregoing waiver is an essential and material term of the release by each party and that, without such waiver, the other party hereto would not have agreed to the terms of this Section 3.7. Each party hereto hereby represents to the other party that it understands and acknowledges that it may hereafter discover facts and legal theories concerning such party and the subject matter hereof in addition to or different from those which it now believes to be true. Each party hereto understands and hereby agrees that the release set forth herein shall remain effective in all respects notwithstanding those additional or different facts and legal theories or the discovery of those additional or different facts or legal theories. Each party hereto assumes the risk of any mistake of fact or applicable Law with regard to any potential claim or with regard to any of the facts that are now unknown to it relating thereto.”