OR ANY
RELATED AGREEMENT, AND (B) ANY ACTION OR CLAIM BY SELLER OR ANY OF ITS
AFFILIATES AGAINST BUYER OR ANY OF ITS AFFILIATES WITH RESPECT TO PRODUCTS SOLD
OR PURCHASED BY SELLER OR ANY OF ITS AFFILIATES TO OR FROM BUYER OR ANY OF ITS
AFFILIATES IN THE ORDINARY COURSE OF BUSINESS OR CONTRACTUAL RELATIONSHIPS
BETWEEN SUCH PARTIES (COLLECTIVELY, "SELLER CARVE OUTS"), SELLER, ON BEHALF OF
ITSELF AND ITS DIRECT AND INDIRECT SUBSIDIARIES, HEREBY RELEASES BUYER AND ITS
AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, REPRESENTATIVES, HEIRS AND
ASSIGNS (COLLECTIVELY, THE "BUYER RELEASED PARTIES") FROM ANY AND ALL CLAIMS,
LIABILITIES OR EXPENSES, WHICH SELLER OR ANY OF ITS DIRECT OR INDIRECT
SUBSIDIARIES HAD OR COULD HAVE HAD, OR WHETHER ASSERTED OR COULD HAVE BEEN
ASSERTED (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE DEPOSIT), FOR ANY
ACTS OR OMISSIONS OF ANY OF THE BUYER RELEASED PARTIES PRIOR TO THE CLOSING
DATE, KNOWN OR UNKNOWN, ACCRUED OR UNACCRUED, AND LIQUIDATED OR UNLIQUIDATED.
(IV)
EACH PARTY HEREBY ACKNOWLEDGES THAT SUCH PARTY MAY HEREAFTER DISCOVER
CLAIMS OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH SUCH PARTY NOW
KNOWS OR BELIEVES TO EXIST WITH RESPECT TO THE SUBJECT MATTER OF THE RELEASE
CONTAINED IN THIS SECTION 2.2(D) AND WHICH, IF KNOWN OR SUSPECTED AT THE TIME OF
EXECUTING THIS AGREEMENT, MAY HAVE MATERIALLY AFFECTED SUCH PARTY'S DECISION TO
ENTER INTO THIS AGREEMENT.
NEVERTHELESS, EXCEPT FOR THE BUYER CARVE OUTS AND
SELLER CARVE OUTS, EACH PARTY EXPRESSLY WAIVES ANY CLAIM, LIABILITY OR EXPENSE
THAT MIGHT ARISE AS A RESULT OF SUCH DIFFERENT OR ADDITIONAL CLAIMS OR FACTS,
AND SUCH PARTY HEREBY ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT THE RELEASE
CONTAINED IN THIS SECTION 2.2(D) EXTENDS TO ALL CLAIMS, LIABILITIES OR EXPENSES,
WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED. EACH PARTY FURTHER EXPRESSLY
WAIVES AND RELEASES ANY RIGHTS AND BENEFITS WHICH IT HAS OR MAY HAVE UNDER ANY
LAW OR RULE OF ANY JURISDICTION PERTAINING TO THE MATTERS RELEASED HEREIN AND
EXPRESSLY WAIVES AND RELEASES ANY AND ALL RIGHTS AND BENEFITS CONFERRED UPON
SUCH PARTY BY THE PROVISIONS OF SECTION 1542 OF THE CIVIL CODE OF THE STATE OF
CALIFORNIA (OR ANY SIMILAR STATUTE), WHICH PROVIDES AS FOLLOWS:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR.
(V)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR IN THE
LITIGATION STIPULATION, EACH OF THE PARTIES SHALL BEAR ITS OWN LEGAL FEES AND
OTHER COSTS AND EXPENSES IN CONNECTION WITH THE NEGOTIATION, EXECUTION AND
DELIVERY OF THE LITIGATION STIPULATION AND THE RETURN OF THE DEPOSIT TO BUYER.
2.3
Liabilities.
Page 7
Notwithstanding anything to the contrary in this Agreement, Buyer is not and
shall not assume or in any way become liable for any liabilities, obligations,
Indebtednesses or Losses of Seller or of any nature whatsoever relating to