Release of Seller. 7.1 Except for the representations made by Seller in Section 8.1 and covenants and/or duties that Seller or its representatives undertake in accordance with this Contract (a violation of which shall not be covered by the release in this Section 7.1), Purchaser hereby waives, releases and forever discharges Seller and all of Seller’s affiliates, subsidiaries, officers, directors, shareholders, employees, independent contractors, partners, members, representatives, agents, and attorneys, and the respective successors and assigns of all such parties (collectively the “Released Parties”), and each of them, from any and all causes of action, claims, assessments, losses, damages (compensatory, punitive or other), liabilities, obligations, reimbursements, costs and expenses of any kind or nature, actual or contingent, present, future, known or unknown, suspected or unsuspected, including, without limitation, interest, penalties, fines, and attorneys’ and experts’ fees and expenses (collectively, “Claims & Liabilities”), whether caused by, arising from, or premised, in whole or in part, upon Seller’s acts or omissions, and notwithstanding that such acts or omissions are negligent or intentional, or premised in whole or in part on any theory of strict or absolute liability, which Purchaser, its successors or assigns or any subsequent purchaser of the Premises may have or incur in any manner or way connected with, arising from, or related to, the Premises, including, without limitation: (i) the environmental condition of the Premises, (ii) actual or alleged violations of environmental laws or regulations in connection with the Premises and/or any property conditions; (iii) latent or patent defects in the Improvements; (iv) all matters pertaining to land use, zoning, permits, licenses, building codes, and similar matters; and (v) all matters pertaining to the GSA Lease. Purchaser agrees, represents and warrants that the matters released herein are not limited to matters which are known, disclosed, suspected or foreseeable, and Purchaser hereby waives any and all rights and benefits which it now has, or in the future may have, conferred upon Purchaser by virtue of the provisions of any law which would limit or detract from the foregoing general release of known and unknown claims.
Release of Seller. Notwithstanding anything to the contrary contained in this Agreement (except as hereinafter provided), Purchaser, for itself and its agents, affiliates, successors and assigns, hereby releases, acquits and forever discharges Seller and the Seller Parties from any and all Losses, which Purchaser has or may have in the future, arising from or relating to (i) any defects (patent or latent), errors or omissions in the Real Property whether the same are the result of any Seller Party’s actions, omissions or negligence; or (ii) any other conditions, including, without limitation, environmental and other physical conditions affecting the Real Property whether the same are the result of any Seller Party’s actions, omissions or negligence, including any claim for indemnification or contribution arising under the Comprehensive Environmental Response, Compensation And Liability Act (42 U.S.C. Section 9601 et seq.) or any other federal, state or local statute, rule or ordinance relating to liability of property owners for environmental matters, whether arising based on events that occurred before, during, or after Seller’s period of ownership of the Real Property and whether based on theories of indemnification, contribution or otherwise. The release set forth in this Section specifically includes, without limitation, any claims under any Environmental Laws. Purchaser acknowledges that Purchaser had the opportunity to consult with independent legal counsel of Purchaser’s selection and Purchaser is granting this release of its own volition and after appropriate consultation. The release set forth herein does not apply to the representations, and warranties and covenants of Seller expressly set forth in this Agreement or in any document delivered by Seller at the Closing. Purchaser hereby specifically acknowledges that Purchaser has carefully reviewed this Section and has had the opportunity to discuss its import with legal counsel and that the provisions of this Section are a material part of this Agreement. The term “Losses” as used in this Agreement shall mean any and all rights, claims, demands, lawsuits, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, interest, penalties, interest, charges, fees, expenses, judgments, decrees, awards, amounts paid in settlement and damages of whatever kind or nature (including, without limitation, reasonab...
Release of Seller. Buyer shall use Commercially Reasonable Efforts to support Seller's efforts to obtain a written release of Seller effective as of the Closing with respect to obligations arising after the Closing under any of the Seller's Agreements, Fuel Contracts or Non-material Contracts assigned to Buyer hereunder, provided that Buyer shall not be required to assume additional costs, expenses or Liabilities in connection therewith.
Release of Seller. Buyer hereby releases and forever discharges Seller, its agents, servants, directors, officers, employees, servicers, attorneys, successors, assigns and affiliates (all such persons being collectively referred to as the “Related Persons”), of and from any and all causes of action, claims, demands and remedies of whatsoever kind and nature that Buyer has or may in the future have against Seller or any Related Persons, and in any manner on account of, arising out of or related to the Loan purchased and the rights assigned hereunder except for claims or causes of action arising by reason of Seller’s breach of this Agreement (the “Released Matters”). It is the intention of Buyer that the foregoing general release shall be effective as a bar to all actions, causes of action, suits, claims or demands of every kind, nature or character whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, arising out of or in connection with the Released Matters.
Release of Seller. Except for a breach by Seller of the representations and warranties of Seller set forth in Article VII, as of the Sub-Escrow Closing, Buyer and anyone claiming by, through or under Buyer hereby fully and irrevocably releases Seller and its officers, directors, employees, accountants, attorneys, agents, successors and other persons, firms, corporations and organizations acting in or on behalf of Seller (collectively, the "Seller Parties") from any and all claims involving and/or relating to the Lot, this Agreement and/or the Additional Discretionary Sale that Buyer may now have or hereafter acquire against the Seller Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to any defects, errors, omissions or other conditions, latent or otherwise, including environmental matters, affecting the Lot, or any portion thereof, including, without limitation, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601, et seq., as amended and/or the provisions of California Health and Safety Code Section 25100, et seq., as amended, or under any other provision of federal, state or local law, which Buyer had, has or may have, based upon the past, present or future presence, discharge, treatment, recycling, use, migration, storage, generation, release or transportation to or from the Lot of any hazardous materials or substances or the environmental condition of the Lot (including, without limitation, soil and groundwater thereon). Unknown, unsuspected and/or undiscoverable hazardous materials or substances may hereafter be discovered on or about the Lot, and Buyer knowingly releases the Seller Parties from any and all liability related thereto. This release includes claims of which Buyer is presently unaware or which Buyer does not presently suspect to exist which, if known by Buyer, would materially affect Buyer's release of the Seller Parties. The matters related herein are not limited to matters which are known, disclosed, suspected or foreseeable, and Buyer hereby waives any and all rights and benefits which Buyer now has, or in the future may have, conferred upon Buyer by virtue of the provisions of Section 1542 of the California Civil Code, which provides: 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 RELEASES, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY A...
Release of Seller. Purchaser hereby expressly acknowledges that from and after the Closing Date, Seller shall have no responsibility, liability or obligation subsequent to the Closing with respect to any conditions relating to the Real Property, including, without limitation, environmental conditions, or as to any other matters whatsoever respecting in any way to the Real Property. Purchaser agrees that the Seller and the Seller Parties (defined below) shall not be liable or responsible after the Closing to Purchaser for environmental conditions that include, without limitation, past disposal of Hazardous Materials on, in or under the Real Property, the presence of man-made or natural substances, and such other conditions as may exist in the soil, surface water or ground water as pertains to the Real Property which could require remedial action or which may result in liabilities or claims made on Purchaser or any Seller Party by third parties including government agencies. The term “Seller Parties” as used in this Agreement shall mean Seller’s officers, directors, shareholders, trustees, partners, employees, members, managers, agents, contractors and affiliates. This Section 5.03 shall survive the Closing or termination of this Agreement.
Release of Seller. EXCEPT FOR PURCHASER’S (I) INDEMNIFICATION REMEDIES UNDER SECTION 9.1(a) WITH RESPECT TO A BREACH OF SELLER’S REPRESENTATIONS AND WARRANTIES IN SECTION 3.8 AND UNDER SECTION 9.1(h) FOR CERTAIN ENVIRONMENTAL CLAIMS AND (II) RIGHT TO BRING A CONTRIBUTION ACTION AGAINST SELLER (IN CONNECTION WITH A CLAIM MADE AGAINST PURCHASER) FOR LOSSES RELATING TO ENVIRONMENTAL LAWS, WHICH RIGHT OF CONTRIBUTION SHALL BE SUBJECT TO THE INDEMNITY CAP, ANY OTHER PROVISION HEREOF TO THE CONTRARY NOTWITHSTANDING, PURCHASER AND ITS SUCCESSORS AND ASSIGNS FURTHER COVENANT AND AGREE NOT TO XXX ANY SELLER INDEMNIFIED PARTY AND RELEASE THE SELLER INDEMNIFIED PARTIES OF AND FROM AND WAIVE ANY CLAIM OR CAUSE OF ACTION (EXCEPT AS PROVIDED IN THIS SECTION 9.7), INCLUDING WITHOUT LIMITATION ANY STRICT LIABILITY CLAIM OR CAUSE OF ACTION, THAT PURCHASER OR ITS SUCCESSORS AND ASSIGNS MAY HAVE AGAINST ANY SELLER INDEMNIFIED PARTY UNDER ANY ENVIRONMENTAL LAW, NOW EXISTING OR HEREAFTER ENACTED OR PROMULGATED, RELATING TO ENVIRONMENTAL MATTERS OR ENVIRONMENTAL CONDITIONS IN, ON, UNDER, ABOUT OR MIGRATING FROM OR ONTO THE REAL PROPERTY OR BY VIRTUE OF ANY COMMON LAW RIGHT, NOW EXISTING OR HEREAFTER CREATED. THE TERMS AND CONDITIONS OF THIS SECTION 9.7 WILL EXPRESSLY SURVIVE THE TERMINATION OF THE AGREEMENT OR THE CLOSING, AS THE CASE MAY BE, AND WILL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS.
Release of Seller. Seller shall be relieved from its obligations under this Agreement:
Release of Seller. The City does hereby release Seller from all loss, liability, cost, expense and responsibility arising out of or associated with the Assumed Obligations accruing from and after the date of this Agreement or otherwise attributable to the period commencing on the date of this Agreement and continuing thereafter. The City agrees to look solely to Buyer for payment and performance of such Assumed Obligations. No default by Buyer with respect to the Assumed Obligations will result in a default under the remaining portions of the property covered by the Development Agreement. No default by Seller of its obligations under the Development Agreement with respect to the Retained Property will result in a default by Buyer with respect to the Assumed Obligations.
Release of Seller. Buyer shall have released Seller for all claims of the Division and shall have executed a release substantially in a form approved by the Seller.
