Common use of Liability for fraud Clause in Contracts

Liability for fraud. Buyer and F&S acknowledge that the Laws of many states (including Section 1542 of the California Civil Code) provide substantially the following: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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.” ▇▇▇▇▇ and F&S acknowledge that such provisions are designed to protect a Party from waiving claims which it does not know exist or may exist. Nonetheless, ▇▇▇▇▇ and F&S agree that, effective as of the Closing Date, ▇▇▇▇▇ and F&S shall be deemed to waive any such provision. ▇▇▇▇▇ and F&S further agree that ▇▇▇▇▇ and F&S shall not, nor permit any Affiliate thereof to, (A) institute a lawsuit or other legal Proceeding based upon, arising out of, or relating to any of the released claims, (B) participate, assist, or cooperate in any such Proceeding or (C) encourage, assist and/or solicit any Third Party to institute any such Proceeding. The provisions of this Section 6.12(a) are intended to be for the benefit of, and shall be enforceable by, each Seller Releasee and each such Person’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that each such Person is an express third-party beneficiary of, is intended to benefit from, and may enforce its rights under this Section 6.12(a).

Liability for fraud. Buyer and F&S acknowledge Each Seller Party acknowledges that the Laws of many states (including Section 1542 of the California Civil Code) provide substantially the following: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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.” ▇▇▇▇▇ and F&S acknowledge Each Seller Party acknowledges that such provisions are designed to protect a Party party from waiving claims which it does not know exist or may exist. Nonetheless, ▇▇▇▇▇ and F&S agree each Seller Party agrees that, effective as of the Closing Date, ▇▇▇▇▇ and F&S such Seller Party shall be deemed to waive any such provision. ▇▇▇▇▇ and F&S Each Seller Party further agree agrees that ▇▇▇▇▇ and F&S such Seller Party shall not, nor permit any Affiliate thereof to, (A) institute a lawsuit or other legal Proceeding based upon, arising out of, or relating to any of the released claims, (B) participate, assist, or cooperate in any such Proceeding or (C) encourage, assist and/or solicit any Third Party to institute any such Proceeding. The provisions of this Section 6.12(a6.12(b) are intended to be for the benefit of, and shall be enforceable by, each Seller Buyer Releasee and each such Person’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that each such Person is an express third-party beneficiary of, is intended to benefit from, and may enforce its rights under this Section 6.12(a6.12(b).