ANY SUCH ADDITIONAL OR DIFFERENT CLAIM(S) OR FACT(S) THE PCD RELEASING
PARTIES MAY ASSERT WITH RESPECT TO THE PCD RELEASED MATTERS.
IN CONNECTION WITH
THE FOREGOING, THE PCD RELEASING PARTIES HEREBY WAIVE ALL RIGHTS UNDER
SECTION 1542 OF CIVIL CODE OF CALIFORNIA, WHICH THE PCD RELEASING PARTIES
ACKNOWLEDGE TO HAVE READ AND UNDERSTOOD AND 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.
The PCD Releasing Parties also hereby waive all rights that they may have under
or pursuant to any other statute, legal decision or common law principal of
similar, comparable or equivalent effect as §1542 of the California Civil Code.
3.
RELEASE OF ALL UTS INC. CLAIMS.
3.1
BY THIS AGREEMENT, UTS INC., ON BEHALF OF ITSELF, AND ITS PRESENT AND
FORMER DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, CUSTOMERS,
SUBSIDIARIES, LICENSEES, REPRESENTATIVES, AND ITS RESPECTIVE SUCCESSORS
AFFILIATES AND ASSIGNS ("UTS RELEASING PARTIES"), HEREBY FULLY AND
UNCONDITIONALLY RELEASES AND FOREVER DISCHARGES PCD LLC AND PCD HOLDINGS LLC,
AND THEIR PRESENT AND FORMER DIRECTORS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES,
ATTORNEYS, AGENTS, REPRESENTATIVES, AND THEIR RESPECTIVE SUCCESSORS AFFILIATES
AND ASSIGNS ("PCD RELEASED PARTIES") FROM AND AGAINST ANY AND ALL ACTIONS (AS
DEFINED ABOVE) OF WHATEVER KIND OR NATURE, WHETHER NOW KNOWN OR UNKNOWN, AND
WHETHER BASED ON CONTRACT, BREACH OF WARRANTY, INDEMNITY, TORT, STATUTORY OR
OTHER LEGAL, EQUITABLE THEORY OF RECOVERY, WHICH THE UTS RELEASING PARTIES HAVE,
HAD, OR MAY EVER CLAIM TO HAVE AGAINST THE PCD RELEASED PARTIES, WHICH RELATE
TO, ARISE FROM, OR ARE CONNECTED TO ANY ACTIVITY DESCRIBED, BASED ON, ARISING
OUT OF, OR IN CONNECTION WITH THE FOLLOWING (THE FOLLOWING, THE "UTS RELEASED
MATTERS"):
(A)
ANY BREACH OF ANY REPRESENTATION OR WARRANTY (I) IN THE SUPPLIER AGREEMENT
THAT RELATES TO OR ARISES FROM A SUBJECT UNIT, OR (II) IN THE MERGER AGREEMENT
THAT,
4
PURSUANT TO SECTION 9.1(B) OF THE MERGER AGREEMENT, HAS AN EXPIRATION DATE OF
THE FIRST ANNIVERSARY OF THE CLOSING DATE;
(B)
ANY RIGHT OR OBLIGATION ARISING UNDER, INCLUDING ANY RIGHT TO
INDEMNIFICATION, OR BREACH OF AN INDEMNIFICATION OBLIGATION IN THE SUPPLIER
AGREEMENT THAT RELATES TO OR ARISES FROM A SUBJECT UNIT;
(C)
ANY OTHER RIGHT OR OBLIGATION INCLUDED IN OR ARISING UNDER THE SUPPLIER
AGREEMENT THAT RELATES TO OR ARISES FROM A SUBJECT UNIT, OR THAT ARISES FROM OR
IS RELATED TO ANY OTHER ACTION AT&T MAY ASSERT WITH RESPECT TO THE SUBJECT
UNITS;
(D)
ANY OTHER ACTION ARISING FROM OR RELATED TO A SUBJECT UNIT;
(E)
ANY RIGHT TO RECEIVE THE EARNOUT PAYMENT OR OTHERWISE ARISING UNDER
SECTION 1.7 OF THE MERGER AGREEMENT;
(F)
ANY AND ALL RIGHTS TO PURCHASE ANY EQUITY INTEREST IN PCD HOLDINGS, LLC
PURSUANT TO THE MERGER AGREEMENT OR AGREEMENTS ENTERED INTO IN CONNECTION WITH
THE MERGER AGREEMENT; AND
(G)
THE WITHHELD AMOUNT.
3.2
IN CONNECTION