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 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 the extent that(a) This Agreement shall be effective as a bar to each and every claim, notwithstanding the Delaware choice demand and cause of law provisions in this Agreement, California law is deemed to apply to the release provisions set forth hereinaction hereinabove specified. Accordingly, each party hereto hereby Releasing Party expressly agrees that the release contemplated by this Section 3.7 extends to waives any and all rights granted under Section and benefits conferred by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE (as well as any other federal or state statute or common law principle 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 followssimilar effect), which states: “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 THATRELEASE, WHICH IF KNOWN BY HIM OR HER, WOULD HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYDEBTOR.” 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 Releasing Party 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 is familiar with, and has been advised by its counsel concerning, the provisions of, SECTION 1542 OF THE CALIFORNIA CIVIL CODE. (b) Each Releasing Party acknowledges that such Releasing Party may hereafter discover claims or facts and legal theories concerning such party and the subject matter hereof in addition to or different from those which it now knows or believes to be trueexist with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected its terms. Each party hereto understands and Nevertheless, such Releasing Party hereby agrees waives any rights, claims or causes of action that the release set forth herein shall remain effective in all respects notwithstanding those might arise as a result of such different or additional claims or different facts and legal theories acknowledges that this waiver is a material inducement to and consideration for each Releasing Party’s execution of this Agreement. (c) Each Releasing Party warrants and represents that it has not heretofore assigned or transferred to any person not a party to this Agreement any released matter or any part or portion thereof and such Releasing Party shall defend, indemnify and hold harmless the discovery Releasees from and against any claim (including, without limitation, the payment of those additional attorneys’ fees and costs actually incurred whether or different facts not litigation is commenced) based on or legal theories. Each party hereto assumes the risk in connection with or arising out of any mistake of fact such assignment or applicable Law with regard to any potential claim transfer made, purported or with regard to any of the facts that are now unknown to it relating theretoclaimed.