Common use of Acknowledgment and Release Clause in Contracts

Acknowledgment and Release. Buyer hereby acknowledges and agrees that the Purchase Agreement is in full force and effect, and that as of the Effective Date, Seller is not in default thereunder, nor has Seller breached any of its covenants or agreements set forth in the Purchase Agreement. Accordingly, subject to the representations and warranties of Seller expressly set forth in Section 11.1 of the Purchase Agreement, Buyer, on behalf of itself and all of its Releasors, hereby expressly waives and releases Seller and the Seller Parties from any and all claims, actions, causes of action, liabilities, losses, damages, costs and/or expenses that Buyer and Releasors may now or hereafter have, whether known or unknown, resulting from or relating or, or which may arise from, any actions or inactions of the Seller on or prior to the Effective Date with respect the transaction contemplated under the Purchase Agreement (including without limitation, the conversion of any part of the Deposit to extension fees and Seller’s right to receive and retain all extension fees as provided for in the Purchase Agreement). BUYER, ON BEHALF OF ITSELF AND THE OTHER RELEASORS, HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (“SECTION 1542”), WHICH IS SET FORTH BELOW: “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.” BY INITIALING BELOW, BUYER, ON BEHALF OF ITSELF AND THE OTHER RELEASORS, HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES. /s/ JS BUYER’s INITIALS THE FOREGOING WAIVERS, RELEASES AND AGREEMENTS BY BUYER, ON BEHALF OF ITSELF AND THE RELEASORS, SHALL SURVIVE THE CLOSE OF ESCROW AND THE RECORDATION OF THE DEED AND SHALL NOT BE DEEMED MERGED INTO THE DEED UPON ITS RECORDATION.

Acknowledgment and Release. Buyer hereby acknowledges and agrees that the Purchase Agreement is in full force and effect, and that as of the Effective Date, Seller is not in default thereunder, nor has Seller breached any of its covenants or agreements set forth in the Purchase Agreement. Accordingly, subject to the representations and warranties of Seller expressly set forth in Section 11.1 of the Purchase Agreement, Buyer, on behalf of itself and all of its Releasors, hereby expressly waives and releases Seller and the Seller Parties from any and all claims, actions, causes of action, liabilities, losses, damages, costs and/or expenses that Buyer and Releasors may now or hereafter have, whether known or unknown, resulting from or relating or, or which may arise from, any actions or inactions of the Seller on or prior to the Effective Date with respect the transaction contemplated under the Purchase Agreement (including without limitation, the conversion of any part of the Deposit to extension fees and Seller’s 's right to receive and retain all extension fees as provided for in the Purchase Agreement). BUYER, ON BEHALF OF ITSELF AND THE OTHER RELEASORS, HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (“SECTION 1542”), WHICH IS SET FORTH BELOW: “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.” BY INITIALING BELOW, BUYER, ON BEHALF OF ITSELF AND THE OTHER RELEASORS, HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES. ’ /s/ JS BUYER’s INITIALS THE FOREGOING WAIVERS, RELEASES AND AGREEMENTS BY BUYER, ON BEHALF OF ITSELF AND THE RELEASORS, SHALL SURVIVE THE CLOSE OF ESCROW AND THE RECORDATION OF THE DEED AND SHALL NOT BE DEEMED MERGED INTO THE DEED UPON ITS RECORDATION.

Acknowledgment and Release. Buyer hereby acknowledges and agrees that the Purchase Agreement is in full force and effect, and that as of the Effective Date, Seller is not in default thereunder, nor has Seller breached any of its covenants or agreements set forth in the Purchase Agreement. Accordingly, subject to the representations and warranties of Seller expressly set forth in Section 11.1 of the Purchase Agreement, Buyer, on behalf of itself and all of its Releasors, hereby expressly waives and releases Seller and the Seller Parties from any and all claims, actions, causes of action, liabilities, losses, damages, costs and/or expenses that Buyer and Releasors may now or hereafter have, whether known or unknown, resulting from or relating or, or which may arise from, any actions or inactions of the Seller on or prior to the Effective Date with respect the transaction contemplated under the Purchase Agreement (including without limitation, the conversion of any part of the Deposit to extension fees and Seller’s right to receive and retain all any such extension fees as provided for set forth in the Purchase Agreement). BUYER, ON BEHALF OF ITSELF AND THE OTHER RELEASORS, HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (“SECTION 1542”), WHICH IS SET FORTH BELOW: “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.” BY INITIALING BELOW, BUYER, ON BEHALF OF ITSELF AND THE OTHER RELEASORS, HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES. /s/ JS BUYER’s ’S INITIALS THE FOREGOING WAIVERS, RELEASES AND AGREEMENTS BY BUYER, ON BEHALF OF ITSELF AND THE RELEASORS, SHALL SURVIVE THE CLOSE OF ESCROW AND THE RECORDATION OF THE DEED AND SHALL NOT BE DEEMED MERGED INTO THE DEED UPON ITS RECORDATION.

Acknowledgment and Release. Buyer hereby (a) Each of Borrower and Trustor acknowledges and agrees that the Purchase Agreement is Loan Documents are in full force and effecteffect and are the valid and legally binding obligations of Borrower and Trustor, as applicable, free from all legal and equitable defenses, offsets and counterclaims. Each of Borrower and Trustor hereby ratifies and confirms its liabilities, obligations and agreements under all of the Loan Documents, except as may be specifically and expressly modified by this Agreement and the liens and security interests created thereby, and acknowledge that (a) Borrower is in default of its liabilities and obligations under the Loan Documents and that Borrower has no defenses, claims, counterclaims or set-offs of any kind or nature whatsoever to the enforcement by Lender of the liabilities, obligations and agreements contained in the Loan Documents, and hereby forever waives any right to assert any such defense, claim, counterclaim, or setoff, (b) Lender has fully performed all obligations to Borrower that it may have had or has on and as of the Effective Datedate hereof under the Loan and the Loan Documents, Seller is and (c) Lender does not waive, diminish or limit any term or condition contained in default thereunder, nor has Seller breached any of its covenants or agreements set forth in the Purchase Agreement. AccordinglyLoan Documents, subject to the representations except as specifically and warranties of Seller expressly set forth in Section 11.1 this Agreement. (b) Each of Borrower and Trustor affirms its understanding and belief that, notwithstanding the price at which Lender may resell all or any portion of the Purchase Property, neither Borrower nor Trustor or any other person is entitled to share in any proceeds of a resale, even if such a resale is at a greater price than the current market value of the Property or the consideration given by Lender hereunder, regardless of the timing of such resale or the identity of the purchaser. Each of Borrower and Trustor acknowledges that it is receiving substantial benefits as a consequence of this Agreement, Buyerand each Party knowingly and willingly accepts the risks associated with such a valuation of the Property. At the time of execution of this Agreement, on behalf each of itself Borrower and all of its ReleasorsTrustor believes that the consideration recited above constitutes a fair and adequate consideration for the agreements and transfers contained herein. (c) BORROWER, TRUSTOR AND ANY OTHER OBLIGOR UNDER THE DEBT, ON BEHALF OF THEMSELVES AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS, AFFILIATES, ATTORNEYS, AGENTS AND PROPERTIES, PAST, PRESENT AND FUTURE, AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS (COLLECTIVELY AND INDIVIDUALLY, THE “BORROWER PARTIES”), hereby expressly waives fully, finally and releases Seller completely RELEASE, ACQUIT AND FOREVER DISCHARGE, AND AGREE TO HOLD HARMLESS Lender and its successors, assigns, affiliates, attorneys, agents and properties, past, present and future, and their respective heirs, successors and assigns (collectively and individually, the Seller Parties “LENDER Parties”), of and from any and all claims, controversies, disputes, liabilities, obligations, demands, damages, debts, liens, actions and causes of action of any and every nature whatsoever, known or unknown, whether at law, by statute or in equity, in contract or in tort, under state or federal jurisdiction, and whether or not the economic effects of such alleged matters arise or are discovered in the future (COLLECTIVELY, the “CLAIMS”), WHICH BORROWER PARTIES HAVE AS OF THE DATE BORROWER AND TRUSTOR EXECUTE THIS AGREEMENT (“BORROWER’S EXECUTION DATE”) or may claim to have against LENDER Parties arising out of or with respect to any and all transactions relating to the Loan, the Loan Documents or the property occurring on or before the CLOSING Date, including any loss, cost or damage of any kind or character arising out of or in any way connected with or in any way resulting from the acts, actions or omissions of lENDER Parties occurring on or before the CLOSING Date. The foregoing release is intended to be, and is, a full, complete and general release in favor of LENDER Parties with respect to all claims, demands, actions, causes of actionaction and other matters described therein, liabilitiesincluding specifically, losses, damages, costs and/or expenses that Buyer and Releasors may now or hereafter have, whether known or unknown, resulting from or relating or, or which may arise from, any actions or inactions of the Seller on or prior to the Effective Date with respect the transaction contemplated under the Purchase Agreement (including without limitation, the conversion any claims, demands or causes of action based upon allegations of NEGLIGENCE, GROSS NEGLIGENCE, breach of fiduciary duty, breach of any part alleged duty of fair dealing in good faith, economic coercion, usury, TORTiOUS INTERFERENCE or any other theory, cause of action, occurrence, matter or thing which might result in liability upon LENDER Parties arising or occurring on or before the Deposit to extension fees CLOSING Date. BORROWER Parties understand and Seller’s right to agree that the foregoing general release is in consideration for the agreements of lender contained herein and that the borrower parties will receive and retain all extension fees as provided no further consideration for in the Purchase Agreement)such release. BUYERFURTHERMORE, ON BEHALF EACH OF ITSELF THE BORROWER PARTIES REPRESENTS AND WARRANTS TO LENDER HE, SHE, OR IT: (I) READ THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE OTHER RELEASORS, HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH RELEASE SET FORTH IN THIS SECTION (THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (“SECTION 1542RELEASE”), WHICH IS SET FORTH BELOW: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT and understands all of the terms and conditions hereof; (ii) executes this Agreement voluntarily with full knowledge of the significance of this Agreement AND THE CREDITOR RELEASES CONTAINED HEREIN and execution hereof, and (iii) has been represented by HIS, HER, OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING its own legal counsel and has been advised by counsel concerning this Agreement AND THE RELEASE AND THATCONTAINED HEREIN. The Borrower Parties agree to assume the risk of any and all unknown, IF KNOWN BY HIM OR HERunanticipated, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYor misunderstood Claims that are released by this RELEASE.” BY INITIALING BELOW, BUYER, ON BEHALF OF ITSELF AND THE OTHER RELEASORS, HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES. /s/ JS BUYER’s INITIALS THE FOREGOING WAIVERS, RELEASES AND AGREEMENTS BY BUYER, ON BEHALF OF ITSELF AND THE RELEASORS, SHALL SURVIVE THE CLOSE OF ESCROW AND THE RECORDATION OF THE DEED AND SHALL NOT BE DEEMED MERGED INTO THE DEED UPON ITS RECORDATION.