her settlement with
the debtor."
The Parties hereby waive and relinquish all rights and benefits that they have
or may have under Section 1542 of the California Civil Code or under any other
law of the State of California or any federal law to the same or similar effect
with respect to the Lawsuit Claims released herein.
Notwithstanding the
foregoing release of Civil Code Section 1542, the Parties acknowledge and agree
that the mutual releases set forth in paragraph 2.1 are specific to the matters
set forth in such paragraph and are not intended to create general releases as
to all claims, or potential claims, between the Parties related to other
matters.
It is not the intention of the parties that Willdan release Shawnan from any
claims that Willdan may have against Shawnan nor that Willdan dismiss its appeal
as to Shawnan.
III.
ADDITIONAL PROVISIONS
3.1
EFFECTIVENESS OF THIS AGREEMENT.
THE PARTIES ACKNOWLEDGE AND
AGREE THAT NO TERM OR PROVISION OF THIS AGREEMENT SHALL TAKE EFFECT OR BE
BINDING ON THE PARTIES UNLESS AND UNTIL THIS AGREEMENT HAS BEEN FULLY SIGNED AND
DELIVERED BY THE PARTIES.
3
3.2
ADVICE OF COUNSEL.
IN EXECUTING THIS AGREEMENT, EACH PARTY
ACKNOWLEDGES THAT IT HAS CONSULTED WITH AND HAD THE ADVICE AND COUNSEL OF AN
ATTORNEY DULY ADMITTED TO PRACTICE IN THE STATE OF CALIFORNIA, AND EACH PARTY
FURTHER ACKNOWLEDGES THAT IT HAS EXECUTED THIS AGREEMENT AFTER INDEPENDENT
INVESTIGATION AND CAREFUL REVIEW, WITH A COMPLETE UNDERSTANDING OF ITS CONTENTS,
OF ITS OWN FREE CHOICE AND WILL, AND WITHOUT FRAUD, DURESS OR UNDUE INFLUENCE.
3.3
NO ADMISSION OF FAULT.
THIS AGREEMENT PERTAINS TO THE LAWSUIT
CLAIMS AND IS THE RESULT OF COMPROMISE.
NEITHER PARTY ADMITS ANY FAULT OR
LIABILITY IN RESPECT OF THE LAWSUIT CLAIMS, AND THIS AGREEMENT DOES NOT
CONSTITUTE, AND SHALL NOT IN ANY CIRCUMSTANCE BE DEEMED TO CONSTITUTE, AN
ADMISSION OF FAULT OR LIABILITY BY EITHER PARTY.
3.4
SOLE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
AND UNDERSTANDING BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER OF THIS
AGREEMENT, AND SUPERSEDES AND REPLACES ANY AND ALL PRIOR OR CONTEMPORANEOUS
NEGOTIATIONS, OFFERS, PROPOSALS, TERMS, REPRESENTATIONS, WARRANTIES, AND
AGREEMENTS, WHETHER WRITTEN OR ORAL, CONCERNING THE SUBJECT MATTER OF THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION, THE LAWSUIT CLAIMS AND THE RESOLUTION
OF THE LAWSUIT CLAIMS.
THE PARTIES ACKNOWLEDGE THAT NO OTHER PARTY, NOR ANY
AGENT OR ATTORNEY OF ANY PARTY, HAS MADE ANY PROMISE, REPRESENTATION, WARRANTY,
OR OTHER INDUCEMENT OF ANY KIND OR NATURE WHATSOEVER, WRITTEN OR ORAL, EXPRESS
OR IMPLIED, CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, TO INDUCE THE PARTY
TO EXECUTE THIS AGREEMENT OR FOR ANY OTHER PURPOSE, AND EACH PARTY ACKNOWLEDGES
THAT IT HAS NOT EXECUTED THIS AGREEMENT IN RELIANCE ON ANY PROMISE,
REPRESENTATION, WARRANTY OR OTHER INDUCEMENT THAT IS NOT EXPRESSLY SET FORTH IN
THIS AGREEMENT.
3.5
GOVERNING LAW.
THIS AGREEMENT IS MADE AND ENTERED INTO IN THE
STATE OF CALIFORNIA AND THE PARTIES AGREE THAT THIS AGREEMENT SHALL IN ALL
RESPECTS BE INTERPRETED, ENFORCED AND GOVERNED BY AND UNDER THE