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4.2 No Reliance. Each Party acknowledges: (i) this Settlement Agreement is the <br />resolution of a filly matured set of facts and each Party individually declares and represents it is <br />executing this Settlement Agreement in reliance solely on its own judgment, belief, and knowledge <br />of the facts surrounding the transactions described in this Settlement Agreement; (ii) this <br />Settlement Agreement is made without reliance upon any statement or representation not contained <br />in this Settlement Agreement of any other Party, or any representative, agent or attorney of any <br />other party; (iii) no promise, inducement or agreement not expressed in this Settlement Agreement <br />has been made to any Party; and (iv) the recitals, terms and conditions contained in this Settlement <br />Agreement are contractual and not mere recitals. <br />4.3 Discovery. Each Party acknowledges that it may subsequently discover facts <br />different from, or in addition to, those which it now believes to be true with respect to the Released <br />Matters, and agree this Settlement Agreement shall be and remain effective in all respects <br />notwithstanding such different or additional facts. <br />4.4 Additional Documents. Each Party agrees to perform such further acts and to <br />execute and deliver such further documents as may be reasonably necessary or appropriate to carry <br />out the intent or provisions of this Settlement Agreement. <br />4.5 Entire Agreement. This Settlement Agreement embodies the entire understanding <br />and agreement between the Parties pertaining to the matters described herein and supersedes and <br />cancels all prior oral or written agreements between the Parties. No modification of this Settlement <br />Agreement shall be valid unless agreed to in writing by the Parties. <br />4.6 Voluntary. This Settlement Agreement is executed voluntarily and without duress <br />or undue influence on the part of or on behalf of the Parties, or of any other person, firm or other <br />entity. <br />4.7 Consultation with Legal Counsel. The Parties acknowledge that they have had the <br />right to seek counsel in the preparation of this Settlement Agreement and have had it fully <br />explained to them by such counsel, and that they are fully aware of the contents of this Settlement <br />Agreement and of its legal effect. Except as provided for in this Settlement Agreement, none of <br />the Parties have been influenced to any extent whatsoever in executing this Settlement Agreement <br />by any representations, statements, or omissions pertaining to any of the foregoing matters by any <br />Party or said Party's counsel. <br />4.8 Drafting of Settlement Agreement. None of the Parties hereto, nor their respective <br />counsel, shall be deemed the drafters of this Settlement Agreement for pruposes of construing the <br />provisions thereof. The language in all parts of this Settlement Agreement shall in all cases be <br />construed according to its fair meaning, not strictly for or against any of the Parties hereto. <br />4.9 Waiver. No provision of this Settlement Agreement may be waived unless in <br />writing and signed by the Parties. Waiver of any one provision herein shall not be deemed to be a <br />waiver of any other provision herein. . <br />4.10 Assignment. Each Party represents and warrants that it has not assigned or <br />otherwise transferred any interest in any claims which are the subject matter hereof. Each Party <br />agrees to indemnify and hold any other Party, and each of them, harmless from any liability, loss, <br />Page 4 of 6 <br />55394.00060\40824418.1 <br />