Common use of Buyer Release Clause in Contracts

Buyer Release. (a) Buyer, on its behalf and on behalf of its Affiliates, Subsidiaries, and past and present stockholders, members, managers, directors, officers, employees, agents, attorneys, advisors, representatives, trustees, beneficiaries, predecessors, successors, assigns, representatives and agents and any of their respective heirs, executors, legatees, administrators and beneficiaries, determined as of the date of this Agreement (the “Releasing Parties”), subject to the provisio in this Section 9.16(a), hereby fully, finally and irrevocably releases, acquits and forever discharges Seller, Parent and each of their respective Affiliates, Subsidiaries and past and present stockholders, members, managers, directors, officers, employees, agents, attorneys, advisors, representatives, trustees, beneficiaries, predecessors, successors and assigns and any of their respective heirs, executors, legatees, administrators and beneficiaries, determined as of the date of this Agreement (collectively, the “Released Parties”), from all commitments, actions, charges, complaints, promises, agreements, controversies, debts, claims, counterclaims, suits, causes of action, damages, demands, liabilities, losses, obligations, costs and expenses of every kind and nature whatsoever, whether arising from any express, implied, oral or written contract or agreement or otherwise, known or unknown, foreseen or unforeseen, certain or contingent, liquidated or unliquidated that have been, could have been or in the future could be asserted, at law or in equity (collectively, a “Potential Claim”), that arises out of the matters described in that certain letter, dated March 13, 2016, from Xxxxx Day, in its capacity as counsel to the independent directors of the REITs, to Skadden (collectively, the “Released Matters”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any Potential Claim, against any Released Party based upon any Released Matters; provided, however, that, notwithstanding anything to the contrary in this Section 9.16, in the event this Agreement is terminated under Article VII or otherwise not consummated due to the failure to satisfy any of the conditions set forth in Article VI, this Section 9.16 and the release set forth herein will be null and void and of no further force or effect. (b) Buyer, both on behalf of itself and the other Releasing Parties, acknowledges and agrees that neither this Section 9.16 nor the furnishing of the consideration for the release given under this Section 9.16 will be deemed or construed at any time to be an admission by any Released Party or any other Person, of any fault, wrongdoing, liability or improper or unlawful conduct. Neither this Section 9.16, nor any of its terms, shall be offered by any Releasing Party or any other Person, in evidence in any arbitral, civil, criminal, administrative or other proceeding as a concession or admission of fault, wrongdoing or liability of any Released Party or any other Person. (c) With respect to any and all Potential Claims for any Released Matter, Buyer, both on behalf of itself and the other Releasing Parties, expressly waives and relinquishes, to the greatest extent possible under Applicable Law, any and all provisions, rights and benefits conferred by Applicable Law that provide that a general release does not extend to claims that are unknown or unsuspected to the releasor at the time the releasor executes the release. Buyer, both on behalf of itself and the other Releasing Parties, acknowledges that the inclusion of such unknown Potential Claims pertaining to the Released Matters herein was separately bargained for and was a key element of this Section 9.16. Buyer, both on behalf of itself and the other Releasing Parties, acknowledges that they may hereafter discover facts which are different from or in addition to those that they may now know or believe to be true with respect to any and all Potential Claims pertaining to the Released Matters herein released and agree that all such unknown Potential Claims pertaining to the Released Matters are nonetheless released and that this Section 9.16 shall be and remain effective in all respects even if such different or additional facts are subsequently discovered. (d) This Section 9.16 may be pleaded by any Released Party as a full and complete defense and may be used as the basis for an injunction against any action at law or equity instituted or maintained against them in violation of this Section 9.16. (e) Buyer, both on behalf of itself and the other Releasing Parties, does hereby acknowledge that it is, and has been, represented by counsel in connection with the negotiation and preparation of this Agreement, that the provisions of this Section 9.16 and the legal effect thereof have been fully explained to it, including the release and waiver contained in this Section 9.16, and that it is entering into this Agreement freely and voluntarily and without coercion or undue influence. This Section 9.16 is intended to be final and binding upon all parties to this Agreement regardless of any mistake of fact or law.

Buyer Release. Effective as of the Closing Date, except for (a) Buyerany rights or obligations under this Agreement or the other Transaction Documents, on its behalf and (b) the ability to terminate any employee or other service provider of the Company following the Closing, each of Buyer and the Company on behalf of itself and each of its AffiliatesSubsidiaries and Affiliates and each of its and their respective current and former officers, Subsidiariesdirectors, and past and present stockholdersemployees, partners, members, managers, directors, officers, employees, agents, attorneys, advisors, representativessuccessors and assigns (collectively, trustees, beneficiaries, predecessors, successors, assigns, representatives and agents and any of their respective heirs, executors, legatees, administrators and beneficiaries, determined as of the date of this Agreement (the “Buyer Releasing Parties”), subject to the provisio in this Section 9.16(a), hereby fully, finally irrevocably and irrevocably releases, acquits unconditionally releases and forever discharges Seller, Parent its Affiliates and each of its and their respective Affiliatescurrent and former officers, Subsidiaries and past and present stockholdersdirectors, employees, partners, managers, members, managers, directors, officers, employees, agents, attorneys, advisors, representativesfinancial advisors, trustees, beneficiaries, predecessorslenders, successors and assigns and any of their respective heirs, executors, legatees, administrators and beneficiaries, determined as of the date of this Agreement (collectively, the “Seller Released Parties”), ) of and from any and all commitments, actions, charges, complaints, promises, agreements, controversies, debts, claims, counterclaims, suits, causes of action, damagessuits, demandsproceedings, liabilitiesexecutions, lossesjudgments, obligationsduties, costs debts, dues, accounts, bonds, Contracts and expenses of every kind covenants (whether express or implied), and nature whatsoever, claims and demands whatsoever whether arising from any express, implied, oral or written contract or agreement or otherwise, known or unknown, foreseen or unforeseen, certain or contingent, liquidated or unliquidated that have been, could have been or in the future could be asserted, at law or in equity (collectively, a “Potential Claim”), that arises out which the Buyer Releasing Parties may have against each of the matters described Seller Released Parties, now or in that certain letter, dated March 13, 2016, from Xxxxx Daythe future, in its each case in respect of any cause, matter or thing relating to any of the Seller Released Parties in their capacity as counsel a direct or indirect equityholder, officer, director, employee, partner, manager, or member of the Company on or prior to the independent directors of the REITs, to Skadden Closing Date (collectively, the “Buyer Released MattersClaims”). Each Buyer Releasing Party further agrees that it shall not, and hereby irrevocably agrees nor permit any Affiliate to, (i) institute any Legal Proceeding based upon, arising out of, or relating to refrain from directly or indirectly asserting any Potential Claim, against any Released Party based upon any Released Matters; provided, however, that, notwithstanding anything to the contrary in this Section 9.16, in the event this Agreement is terminated under Article VII or otherwise not consummated due to the failure to satisfy any of the conditions set forth in Article VIBuyer Released Claims, this Section 9.16 and the release set forth herein will be null and void and of no further force (ii) participate, assist or effect. (b) Buyer, both on behalf of itself and the other Releasing Parties, acknowledges and agrees that neither this Section 9.16 nor the furnishing of the consideration for the release given under this Section 9.16 will be deemed or construed at any time to be an admission by any Released Party or any other Person, of any fault, wrongdoing, liability or improper or unlawful conduct. Neither this Section 9.16, nor any of its terms, shall be offered by any Releasing Party or any other Person, in evidence cooperate in any arbitralsuch Legal Proceeding or (iii) encourage, civil, criminal, administrative or other proceeding as a concession or admission of fault, wrongdoing or liability of assist and/or solicit any Released Party or third party to institute any other Personsuch Legal Proceeding. (c) With respect to any and all Potential Claims for any Released Matter, Buyer, both on behalf of itself and the other Releasing Parties, expressly waives and relinquishes, to the greatest extent possible under Applicable Law, any and all provisions, rights and benefits conferred by Applicable Law that provide that a general release does not extend to claims that are unknown or unsuspected to the releasor at the time the releasor executes the release. Buyer, both on behalf of itself and the other Releasing Parties, acknowledges that the inclusion of such unknown Potential Claims pertaining to the Released Matters herein was separately bargained for and was a key element of this Section 9.16. Buyer, both on behalf of itself and the other Releasing Parties, acknowledges that they may hereafter discover facts which are different from or in addition to those that they may now know or believe to be true with respect to any and all Potential Claims pertaining to the Released Matters herein released and agree that all such unknown Potential Claims pertaining to the Released Matters are nonetheless released and that this Section 9.16 shall be and remain effective in all respects even if such different or additional facts are subsequently discovered. (d) This Section 9.16 may be pleaded by any Released Party as a full and complete defense and may be used as the basis for an injunction against any action at law or equity instituted or maintained against them in violation of this Section 9.16. (e) Buyer, both on behalf of itself and the other Releasing Parties, does hereby acknowledge that it is, and has been, represented by counsel in connection with the negotiation and preparation of this Agreement, that the provisions of this Section 9.16 and the legal effect thereof have been fully explained to it, including the release and waiver contained in this Section 9.16, and that it is entering into this Agreement freely and voluntarily and without coercion or undue influence. This Section 9.16 is intended to be final and binding upon all parties to this Agreement regardless of any mistake of fact or law.

Buyer Release. (a) In consideration of this Agreement and the terms and provisions hereof, Buyer, on its behalf and on behalf of its Affiliatesthemselves and their respective successors and assigns, Subsidiarieshereby fully, forever and irrevocably release, discharge and acquit the Seller Released Parties (as defined below) of and from any and all rights, claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, debts, sums of money, accounts, compensations, contracts, controversies, promises, damages, costs, losses and expenses of every type, kind, nature, description or character, and irrespective of how, why by reason of what facts, whether heretofore or now existing or that could, might, or may be claimed to exist, of whatever kind or name, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, claimed or unclaimed, whether based on contract, tort, breach of any duty, or other legal or equitable theory of recovery, each as though fully set forth herein at length (collectively, a “claim” or the “claims”) that in any way arise from the Contract, the Interests, the Properties and/or the Deposit, as well as any action or inaction of the Seller Released Parties or any of them with respect to the Contract, the Interests, the Properties and/or the Deposit. As used herein, the term “Seller Released Parties” means Seller and its past and present stockholdersaffiliates, and their respective past and present direct or indirect constituent members, partners, officers, owners, managers, directors, officers, employees, agents, attorneysattorneys (including its external counsel), advisorsaccountants, representativesand employees of each and all of the foregoing entities, trustees, beneficiaries, predecessors, and their respective successors, heirs and assigns, representatives . Xxxxx acknowledges and agents and any of their respective heirs, executors, legatees, administrators and beneficiaries, determined as of the date of this Agreement (the “Releasing Parties”), subject agrees that factual matters now unknown to the provisio in this Section 9.16(a), hereby fully, finally and irrevocably releases, acquits and forever discharges Seller, Parent and each of their respective Affiliates, Subsidiaries and past and present stockholders, members, managers, directors, officers, employees, agents, attorneys, advisors, representatives, trustees, beneficiaries, predecessors, successors and assigns and any of their respective heirs, executors, legatees, administrators and beneficiaries, determined as of the date of this Agreement (collectively, the “Released Parties”), from all commitments, actions, charges, complaints, promises, agreements, controversies, debts, claims, counterclaims, suits, them may have given or may hereafter give rise to causes of action, damagesclaims, demands, liabilitiesdebts, lossescontroversies, obligationsdamages, costs costs, losses and expenses which are presently unknown, unanticipated and unsuspected for the period prior to the date hereof, and Xxxxx further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of every kind that realization and nature whatsoeverthat Xxxxx nevertheless hereby intends to release, whether arising discharge and acquit the Seller Released Parties from any expresssuch unknown causes of action, impliedclaims, oral demands, debts, controversies, damages, costs, losses and expenses. Notwithstanding the foregoing or written contract or agreement or otherwise, known or unknown, foreseen or unforeseen, certain or contingent, liquidated or unliquidated that have been, could have been or in the future could be asserted, at law or in equity (collectively, a “Potential Claim”), that arises out of the matters described in that certain letter, dated March 13, 2016, from Xxxxx Day, in its capacity as counsel anything contained herein to the independent directors of the REITs, to Skadden (collectively, the “Released Matters”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any Potential Claim, against any Released Party based upon any Released Matters; provided, however, that, notwithstanding anything to the contrary in this Section 9.16, in the event this Agreement is terminated under Article VII or otherwise not consummated due to the failure to satisfy any of the conditions set forth in Article VIcontrary, this Section 9.16 4 shall not apply to clauses (3) and the release set forth herein will be null and void and of no further force or effect. (b4) Buyer, both on behalf of itself and the other Releasing Parties, acknowledges and agrees that neither this Section 9.16 nor the furnishing of the consideration for the release given under this Section 9.16 will be deemed or construed at any time to be an admission by any Released Party or any other Person, definition of any fault, wrongdoing, liability or improper or unlawful conduct. Neither this Section 9.16, nor any of its terms, shall be offered by any Releasing Party or any other Person, in evidence in any arbitral, civil, criminal, administrative or other proceeding as a concession or admission of fault, wrongdoing or liability of any Released Party or any other PersonSurviving Obligations. (c) With respect to any and all Potential Claims for any Released Matter, Buyer, both on behalf of itself and the other Releasing Parties, expressly waives and relinquishes, to the greatest extent possible under Applicable Law, any and all provisions, rights and benefits conferred by Applicable Law that provide that a general release does not extend to claims that are unknown or unsuspected to the releasor at the time the releasor executes the release. Buyer, both on behalf of itself and the other Releasing Parties, acknowledges that the inclusion of such unknown Potential Claims pertaining to the Released Matters herein was separately bargained for and was a key element of this Section 9.16. Buyer, both on behalf of itself and the other Releasing Parties, acknowledges that they may hereafter discover facts which are different from or in addition to those that they may now know or believe to be true with respect to any and all Potential Claims pertaining to the Released Matters herein released and agree that all such unknown Potential Claims pertaining to the Released Matters are nonetheless released and that this Section 9.16 shall be and remain effective in all respects even if such different or additional facts are subsequently discovered. (d) This Section 9.16 may be pleaded by any Released Party as a full and complete defense and may be used as the basis for an injunction against any action at law or equity instituted or maintained against them in violation of this Section 9.16. (e) Buyer, both on behalf of itself and the other Releasing Parties, does hereby acknowledge that it is, and has been, represented by counsel in connection with the negotiation and preparation of this Agreement, that the provisions of this Section 9.16 and the legal effect thereof have been fully explained to it, including the release and waiver contained in this Section 9.16, and that it is entering into this Agreement freely and voluntarily and without coercion or undue influence. This Section 9.16 is intended to be final and binding upon all parties to this Agreement regardless of any mistake of fact or law.

Buyer Release. (a) Notwithstanding anything to the contrary in this Agreement and, effective as of the Closing, the Buyer, on its behalf and on behalf of itself and each of its respective Affiliates, Subsidiariessuccessors and assigns (including, and past and present stockholdersafter the Closing, membersthe Acquired Companies) (collectively, managers, directors, officers, employees, agents, attorneys, advisors, representatives, trustees, beneficiaries, predecessors, successors, assigns, representatives and agents and any of their respective heirs, executors, legatees, administrators and beneficiaries, determined as of the date of this Agreement (the “Buyer Releasing Parties”), subject to the provisio in this Section 9.16(a), hereby fully, finally and irrevocably (a) releases, acquits and forever discharges Sellerthe Seller Group Released Parties from any and all claims, Parent and demands, damages, actions, causes of action, rights, costs, losses, expenses, compensation or suits in equity, of whatsoever kind or nature, in contract or in tort, at law or in equity, that such Buyer Releasing Party might have in each case arising out of their respective Affiliatesanything done, Subsidiaries and past and present stockholdersomitted, memberssuffered or allowed to be done by any Seller Group Released Party, managersincluding pursuant to any agreement, directorsunderstanding, officersrepresentation or promise by, employeesbetween or among any Seller Group Released Party, agentson the one hand, attorneys, advisors, representatives, trustees, beneficiaries, predecessors, successors and assigns and any of their respective heirsBuyer Releasing Party, executorson the other hand, legateesin each case whether heretofore or hereafter accrued or unaccrued and whether foreseen or unforeseen or known or unknown, administrators and beneficiariesincluding any claim for indemnification, determined as contribution or other relief, any claim relating to the valuation or prospects of the date of Business, or any claim relating to any inducement to enter into this Agreement in each case to the extent related to matters or events occurring prior to the Closing (collectively, the “Released Parties”), from all commitments, actions, charges, complaints, promises, agreements, controversies, debts, claims, counterclaims, suits, causes of action, damages, demands, liabilities, losses, obligations, costs and expenses of every kind and nature whatsoever, whether arising from any express, implied, oral or written contract or agreement or otherwise, known or unknown, foreseen or unforeseen, certain or contingent, liquidated or unliquidated that have been, could have been or in the future could be asserted, at law or in equity (collectively, a “Potential Claim”), that arises out of the matters described in that certain letter, dated March 13, 2016, from Xxxxx Day, in its capacity as counsel to the independent directors of the REITs, to Skadden (collectively, the “Buyer Released Matters”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any Potential Claim, against any Released Party based upon any Released Matters; provided, however, that, notwithstanding anything the foregoing, Buyer Released Matters shall not include any claims by the Buyer Indemnitees expressly permitted pursuant to this Agreement or the Ancillary Agreements, including (i) any indemnification claims by the Buyer Indemnitees expressly permitted pursuant to Section 11.1(b) or Section 11.8(b), (ii) any payment claims by the Buyer Group Releasing Parties under the Transition Services Agreement, (iii) any claims pursuant to, and in compliance with, Section 13.13 to specifically enforce any covenants or agreement of the Seller in this Agreement or the Ancillary Agreements, in each case, to the contrary in this extent such covenant or agreement, by its terms, expressly contemplates performance after the Closing Date or (iv) any Purchase Price adjustment claims made pursuant to Section 9.162.4; (v) any claims pursuant to Section 7.4 and (vi) any claims against a Party for its Fraud, in the event this Agreement is terminated under Article VII or otherwise not consummated due to the failure to satisfy any of the conditions set forth in Article VI, this Section 9.16 and the release set forth herein will be null and void and of no further force or effect. (b) Buyeragrees never to commence or participate in a manner adverse to any Seller Group Released Party in any legal action or other proceeding based in whole or in part upon any Buyer Released Matters and (c) acknowledges and agrees that it has provided this release, both on behalf of itself and the other Buyer Releasing Parties, acknowledges and agrees that neither this Section 9.16 nor the furnishing of the consideration for the release given under this Section 9.16 will be deemed or construed at any time to be an admission by any Released Party or any other Personvoluntarily, of any fault, wrongdoing, liability or improper or unlawful conduct. Neither this Section 9.16, nor any of its terms, shall be offered by any Releasing Party or any other Person, in evidence in any arbitral, civil, criminal, administrative or other proceeding as a concession or admission of fault, wrongdoing or liability of any Released Party or any other Person. (c) With respect to any and all Potential Claims for any Released Matter, Buyer, both on behalf of itself and the other Releasing Parties, expressly waives and relinquishes, to the greatest extent possible under Applicable Law, any and all provisions, rights and benefits conferred by Applicable Law that provide that a general release does not extend to claims that are unknown or unsuspected to the releasor at the time the releasor executes the release. Buyer, both on behalf of itself and the other Releasing Parties, acknowledges that the inclusion of such unknown Potential Claims pertaining to the Released Matters herein was separately bargained for and was a key element of this Section 9.16. Buyer, both on behalf of itself and the other Releasing Parties, acknowledges that they may hereafter discover facts which are different from or in addition to those that they may now know or believe to be true with respect to any and all Potential Claims pertaining to the Released Matters herein released and agree that all such unknown Potential Claims pertaining to the Released Matters are nonetheless released and that this Section 9.16 shall be and remain effective in all respects even if such different or additional facts are subsequently discovered. (d) This Section 9.16 may be pleaded by any Released Party as a full and complete defense and may be used as the basis for an injunction against any action at law or equity instituted or maintained against them in violation of this Section 9.16. (e) Buyer, both on behalf of itself and the other Releasing Parties, does hereby acknowledge that it is, and has been, represented by counsel in connection with the negotiation intention of fully and preparation of this Agreement, that the provisions of this Section 9.16 and the legal effect thereof have been fully explained to it, including the release and waiver contained in this Section 9.16, and that it is entering into this Agreement freely and voluntarily and without coercion or undue influence. This Section 9.16 is intended to be final and binding upon finally extinguishing all parties to this Agreement regardless of any mistake of fact or lawBuyer Released Matters.

Buyer Release. (a) Effective upon the Closing, Buyer, on its behalf and on behalf of its Affiliates, Subsidiaries, and past and present stockholders, members, managers, directors, officers, employees, agents, attorneys, advisors, representatives, trustees, beneficiaries, predecessors, successors, assigns, representatives and agents and any of their respective heirs, executors, legatees, administrators and beneficiaries, determined as of the date of this Agreement (the “Releasing Parties”), subject to the provisio in this Section 9.16(a), hereby fully, finally and irrevocably releases, acquits and forever discharges Seller, Parent and each of their respective Affiliates, Subsidiaries and past and present stockholders, members, managers, directors, officers, employees, agents, attorneys, advisors, representatives, trustees, beneficiaries, predecessors, successors and assigns and any of their respective heirs, executors, legatees, administrators and beneficiaries, determined as of the date of this Agreement (collectively, the “Released Parties”), from all commitments, actions, charges, complaints, promises, agreements, controversies, debts, claims, counterclaims, suits, causes of action, damages, demands, liabilities, losses, obligations, costs and expenses of every kind and nature whatsoever, whether arising from any express, implied, oral or written contract or agreement or otherwise, known or unknown, foreseen or unforeseen, certain or contingent, liquidated or unliquidated that have been, could have been or in the future could be asserted, at law or in equity (collectively, a “Potential Claim”), that arises out of the matters described in that certain letter, dated March 13, 2016, from Xxxxx Day, in its capacity as counsel to the independent directors of the REITs, to Skadden (collectively, the “Released Matters”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any Potential Claim, against any Released Party based upon any Released Matters; provided, however, that, notwithstanding anything to the contrary in this Section 9.16, in the event this Agreement is terminated under Article VII or otherwise not consummated due to the failure to satisfy any of the conditions set forth in Article VI, this Section 9.16 and the release set forth herein will be null and void and of no further force or effect. (b) Buyer, both on behalf of itself and the other Releasing PartiesCompany and its shareholders, acknowledges directors, employees, successors and agrees that neither this Section 9.16 nor assigns (each, a “Buyer Releasor”), hereby completely releases, acquits and forever discharges, to the furnishing fullest extent permitted by Law, Holdco, Sellers and, to the extent applicable, their respective Affiliates, agents, attorneys, successors and assigns in his, her or its capacity as a shareholder or employee of the consideration for Company (each, a “Seller Releasee”), of, from and against any and all actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, fixed or contingent, known or unknown, liquidated or unliquidated, suspected or unsuspected, at Law or in equity (the release given under this Section 9.16 will be deemed “Buyer-Released Claims”) which such Buyer Releasor ever had, now has or construed may have, or which such Buyer Releasor at any time previously had, or claimed to be an admission have had, on or by any Released Party or any other Person, reason of any faultmatter, wrongdoingcause or thing whatsoever arising from any Contract, liability transaction, event, circumstance, action, failure to act or improper or unlawful conduct. Neither this Section 9.16, nor any of its terms, shall be offered by any Releasing Party or any other Person, in evidence in any arbitral, civil, criminal, administrative or other proceeding as a concession or admission of fault, wrongdoing or liability occurrence of any Released Party sort or any other Person. (c) With respect to any type, whether known or unknown, and all Potential Claims for any Released Matterwhich occurred, Buyerexisted or was taken or permitted, both on behalf of itself and the other Releasing Parties, expressly waives and relinquishes, at or prior to the greatest extent possible under Applicable LawClosing Date; provided, any and all provisionshowever, rights and benefits conferred by Applicable Law that provide that a general this release does not extend to claims that are unknown any claim (a) to enforce Buyer’s rights under this Agreement, any Seller Ancillary Agreement, any Holdco Ancillary Agreement or unsuspected any Company Ancillary Agreement and nothing in this Agreement, including but not limited to the releasor at the time the releasor executes the release. Buyer, both on behalf of itself and the other Releasing Parties, acknowledges that the inclusion of such unknown Potential Claims pertaining to the Released Matters herein was separately bargained for and was a key element of this Section 9.16. 8.4.2, shall be construed to extend to, include, restrict or limit in any way, and Buyer hereby reserves Buyer’s rights to pursue, both on behalf of itself any and the other Releasing Partiesall claims, acknowledges actions or rights that they Buyer or its Affiliates may hereafter discover facts which are different from now or in addition to those that they may now know the future have under this Agreement, any Seller Ancillary Agreement, any Holdco Ancillary Agreement or believe to be true any Company Ancillary Agreement, (b) for any breach by a Sellers of any obligations of confidentiality with respect to any proprietary processes or other proprietary information of the Company, however and all Potential Claims pertaining to the Released Matters herein released and agree that all such unknown Potential Claims pertaining to the Released Matters are nonetheless released and that this Section 9.16 shall be and remain effective in all respects even if such different whenever arising, (c) Fraud of any Seller, or additional facts are subsequently discovered. (d) This Section 9.16 may be pleaded by any transaction from which a Seller or Holdco derived an improper personal benefit. Bxxxx agrees not to, and agrees to cause its Affiliates, and each of their respective successors and assigns, not to, assert any Buyer-Released Party as a full and complete defense and may be used as the basis for an injunction Claims against any action at law or equity instituted or maintained against them in violation of this Section 9.16Seller Releasee. (e) Buyer, both on behalf of itself and the other Releasing Parties, does hereby acknowledge that it is, and has been, represented by counsel in connection with the negotiation and preparation of this Agreement, that the provisions of this Section 9.16 and the legal effect thereof have been fully explained to it, including the release and waiver contained in this Section 9.16, and that it is entering into this Agreement freely and voluntarily and without coercion or undue influence. This Section 9.16 is intended to be final and binding upon all parties to this Agreement regardless of any mistake of fact or law.

Buyer Release. (a) To the fullest extent permitted by applicable Law, the Buyer, on its behalf and on behalf of itself, its Affiliatessubsidiaries and Affiliates and the respective future, Subsidiaries, present and past and present stockholders, members, managers, former directors, officers, employees, licensees, representatives, advisors, agents, attorneys, advisors, representatives, trustees, beneficiaries, predecessors, successors, assigns, representatives and agents assigns and any of their respective heirs, executors, legatees, administrators and beneficiaries, determined as all Persons claiming by or through each of the date of this Agreement foregoing (collectively, the “Buyer Releasing Parties”), subject to the provisio in this Section 9.16(a)hereby unequivocally, hereby fullyknowingly, finally voluntarily, unconditionally and irrevocably waives, fully and finally releases, remises, exculpates, acquits and forever discharges Sellerthe Parent, Parent and each of their its subsidiaries and Affiliates and the respective Affiliatesfuture, Subsidiaries present and past and present stockholders, members, managers, former directors, officers, employees, licensees, representatives, advisors, agents, attorneys, advisors, representatives, trustees, beneficiaries, predecessors, successors and assigns and any of their respective heirs, executors, legatees, administrators and beneficiaries, determined as each of the date of this Agreement foregoing (collectively, the “Parent Released Parties”), ) from any and all commitments, actions, chargescauses of action, complaintssuits, promisesdebts, agreementsaccounts, bonds, bills, covenants, contracts, controversies, debtsobligations, claims, counterclaims, suitssetoffs, causes of actiondebts, demands, damages, demandscosts, liabilitiesexpenses, losses, obligations, costs compensation and expenses liabilities of every kind and any nature whatsoever, in each case whether arising from any expressabsolute or contingent, implied, oral liquidated or written contract or agreement or otherwiseunliquidated, known or unknown, foreseen or unforeseen, certain or contingent, liquidated or unliquidated that have been, could have been and whether arising at Law or in equity, which such Buyer Releasing Party had, has or may have based upon, arising from, in connection with or relating to the future could be assertedAPA, at law any Transaction Document or in equity (collectivelythe Transactions; provided, a “Potential Claim”)however, that arises out the foregoing shall not limit the rights and obligations of the matters described in that certain letter, dated March 13, 2016, from Xxxxx Day, in its capacity as counsel parties hereto (i) with respect to any Parent Released Parties’ liability for fraud with respect to any facts relevant to the independent directors Buyer not being able to obtain CFIUS Approval or DSS Approval on terms consistent with Section 5.2(e) of the REITsAPA or (ii) under (x) this Agreement, to Skadden (collectivelyy) the Confidentiality Agreement or (z) any agreements entered into between the parties following the date hereof. Each Buyer Releasing Party shall refrain from, the “Released Matters”), and hereby irrevocably agrees to refrain from directly or indirectly indirectly, asserting any Potential Claimclaim or demand or commencing, instituting, maintaining, facilitating, aiding or causing to be commenced, instituted or maintained, any legal or arbitral proceeding of any kind against any Parent Released Party based upon any Released Matters; provided, however, that, notwithstanding anything to the contrary in this Section 9.16, in the event this Agreement is terminated under Article VII or otherwise not consummated due to the failure to satisfy any of the conditions set forth in Article VI, this Section 9.16 and the release set forth herein will be null and void and of no further force or effect. (b) Buyer, both on behalf of itself and the other Releasing Parties, acknowledges and agrees that neither this Section 9.16 nor the furnishing of the consideration for the release given matter released under this Section 9.16 will be deemed or construed at any time to be an admission by any Released Party or any other Person, of any fault, wrongdoing, liability or improper or unlawful conduct. Neither this Section 9.16, nor any of its terms, shall be offered by any Releasing Party or any other Person, in evidence in any arbitral, civil, criminal, administrative or other proceeding as a concession or admission of fault, wrongdoing or liability of any Released Party or any other Person2(b). (c) With respect to any and all Potential Claims for any Released Matter, Buyer, both on behalf of itself and the other Releasing Parties, expressly waives and relinquishes, to the greatest extent possible under Applicable Law, any and all provisions, rights and benefits conferred by Applicable Law that provide that a general release does not extend to claims that are unknown or unsuspected to the releasor at the time the releasor executes the release. Buyer, both on behalf of itself and the other Releasing Parties, acknowledges that the inclusion of such unknown Potential Claims pertaining to the Released Matters herein was separately bargained for and was a key element of this Section 9.16. Buyer, both on behalf of itself and the other Releasing Parties, acknowledges that they may hereafter discover facts which are different from or in addition to those that they may now know or believe to be true with respect to any and all Potential Claims pertaining to the Released Matters herein released and agree that all such unknown Potential Claims pertaining to the Released Matters are nonetheless released and that this Section 9.16 shall be and remain effective in all respects even if such different or additional facts are subsequently discovered. (d) This Section 9.16 may be pleaded by any Released Party as a full and complete defense and may be used as the basis for an injunction against any action at law or equity instituted or maintained against them in violation of this Section 9.16. (e) Buyer, both on behalf of itself and the other Releasing Parties, does hereby acknowledge that it is, and has been, represented by counsel in connection with the negotiation and preparation of this Agreement, that the provisions of this Section 9.16 and the legal effect thereof have been fully explained to it, including the release and waiver contained in this Section 9.16, and that it is entering into this Agreement freely and voluntarily and without coercion or undue influence. This Section 9.16 is intended to be final and binding upon all parties to this Agreement regardless of any mistake of fact or law.

Buyer Release. (a) BuyerEffective as of the Closing, on its behalf and Buyer on behalf of itself and its Affiliatespast, Subsidiariespresent or future successors, and past and present stockholders, members, managers, directors, officersassigns, employees, agents, attorneysequityholders, advisorspartners, representativesAffiliates (including, trusteesfollowing the Closing, beneficiariesthe Company) and representatives (including their past, predecessors, successors, assigns, representatives present or future officers and agents and any of their respective heirs, executors, legatees, administrators and beneficiaries, determined as of the date of this Agreement directors) (the “Releasing PartiesBuyer Releasors”), subject to the provisio in this Section 9.16(a), ) hereby fully, finally irrevocably and irrevocably unconditionally releases, acquits and forever discharges SellerSeller and its predecessors, Parent successors, parents, Subsidiaries and each other Affiliates, and all of their respective Affiliatescurrent and former officers, Subsidiaries and past and present stockholdersdirectors, members, managers, directors, officersshareholders, employees, agents, attorneys, advisors, agents and representatives, trustees, beneficiaries, predecessors, successors and assigns and any of their respective heirs, executors, legatees, administrators and beneficiaries, determined as each individual who was a director of the date Company at or prior to the Closing, of this Agreement (collectively, the “Released Parties”), and from any and all commitments, actions, charges, complaints, promises, agreements, controversies, debts, claims, counterclaims, suits, causes of actionActions, damages, demands, liabilities, losses, obligations, costs accounts and expenses of every kind and nature whatsoeverLiabilities (including attorneys’ fees) held by any Buyer Releasor, whether arising from any express, implied, oral or written contract or agreement or otherwise, known or unknown, foreseen matured or unforeseenunmatured, certain suspected or unsuspected, liquidated or unliquidated, absolute or contingent, liquidated direct or unliquidated that have beenderivative, could have been to the extent arising out of or relating to Seller’s or its Affiliates’ ownership of the Company and the Transferred Assets and Liabilities or such director’s service as a director of the Company, in each case, arising from any act or omission prior to the future could be assertedClosing, at law except for any of the foregoing set forth in, pursuant to, or arising out of (a) this Agreement, any agreements entered into in equity connection with this Agreement (collectively, a “Potential Claim”including the Ancillary Agreements), that arises out of or the transactions contemplated hereby or thereby, or (b) any existing agreements between Buyer and its Affiliates (including the Company following the Closing), on the one hand, and Seller and its Affiliates, on the other hand, for matters described in that certain letter, dated March 13, 2016, from Xxxxx Day, in its capacity as counsel arising and accruing (and only to the independent directors of extent arising and accruing) unrelated to the REITs, to Skadden (collectively, the “Released Matters”), and hereby transactions contemplated by this Agreement. The Buyer Releasors irrevocably agrees covenant to refrain from from, directly or indirectly indirectly, asserting any Potential Claimclaim, or commencing, instituting or causing to be commenced, any Action of any kind against any Released Party released party, based upon any Released Matters; provided, however, that, notwithstanding anything to the contrary in this Section 9.16, in the event this Agreement is terminated under Article VII or otherwise not consummated due to the failure to satisfy any of the conditions set forth in Article VI, this Section 9.16 and the release set forth herein will be null and void and of no further force or effectmatter released hereby. (b) Buyer, both on behalf of itself and the other Releasing Parties, acknowledges and agrees that neither this Section 9.16 nor the furnishing of the consideration for the release given under this Section 9.16 will be deemed or construed at any time to be an admission by any Released Party or any other Person, of any fault, wrongdoing, liability or improper or unlawful conduct. Neither this Section 9.16, nor any of its terms, shall be offered by any Releasing Party or any other Person, in evidence in any arbitral, civil, criminal, administrative or other proceeding as a concession or admission of fault, wrongdoing or liability of any Released Party or any other Person. (c) With respect to any and all Potential Claims for any Released Matter, Buyer, both on behalf of itself and the other Releasing Parties, expressly waives and relinquishes, to the greatest extent possible under Applicable Law, any and all provisions, rights and benefits conferred by Applicable Law that provide that a general release does not extend to claims that are unknown or unsuspected to the releasor at the time the releasor executes the release. Buyer, both on behalf of itself and the other Releasing Parties, acknowledges that the inclusion of such unknown Potential Claims pertaining to the Released Matters herein was separately bargained for and was a key element of this Section 9.16. Buyer, both on behalf of itself and the other Releasing Parties, acknowledges that they may hereafter discover facts which are different from or in addition to those that they may now know or believe to be true with respect to any and all Potential Claims pertaining to the Released Matters herein released and agree that all such unknown Potential Claims pertaining to the Released Matters are nonetheless released and that this Section 9.16 shall be and remain effective in all respects even if such different or additional facts are subsequently discovered. (d) This Section 9.16 may be pleaded by any Released Party as a full and complete defense and may be used as the basis for an injunction against any action at law or equity instituted or maintained against them in violation of this Section 9.16. (e) Buyer, both on behalf of itself and the other Releasing Parties, does hereby acknowledge that it is, and has been, represented by counsel in connection with the negotiation and preparation of this Agreement, that the provisions of this Section 9.16 and the legal effect thereof have been fully explained to it, including the release and waiver contained in this Section 9.16, and that it is entering into this Agreement freely and voluntarily and without coercion or undue influence. This Section 9.16 is intended to be final and binding upon all parties to this Agreement regardless of any mistake of fact or law.

Buyer Release. (a) BuyerExcept as otherwise provided in this Agreement and, on its behalf and effective as of the Closing, Buyer on behalf of itself and each of its Affiliates, Subsidiaries, and past and present stockholders, members, managers, directors, officers, employees, agents, attorneys, advisors, representatives, trustees, beneficiaries, predecessorsAffiliates, successors, assigns, representatives members and agents and any of their respective heirspartners (collectively, executors, legatees, administrators and beneficiaries, determined as of the date of this Agreement (the “Buyer Releasing Parties”), subject to the provisio in this Section 9.16(a), hereby fully, finally irrevocably and irrevocably unconditionally waives, releases, acquits and forever discharges Sellerdischarges, Parent to the fullest extent permitted by Law, Holdco, the Holders, and each current, former and future holders of any equity, voting, partnership, limited liability company or other interest in, and each director, officer, manager, employee, member, partner, agent, attorney, representative, affiliate, heir, assignee or successor of Holdco or the Holders or any Affiliate thereof (in their respective Affiliatescapacity as such), Subsidiaries and each current and former holders of any equity, voting, partnership, limited liability company or other interest in, and each past and present stockholders, members, managers, directors, officers, employees, agents, attorneys, advisors, representatives, trustees, beneficiaries, predecessors, successors and assigns and any Representative of their respective heirs, executors, legatees, administrators and beneficiaries, determined as of Holdco or the date of this Agreement Holders (collectively, the “Seller Released Parties”), ) from any and all commitments, actions, charges, complaints, promises, agreements, controversies, debts, claims, counterclaims, suits, causes of action, damages, demands, liabilities, losses, obligations, costs and expenses of every kind and nature whatsoeverClaims that any Buyer Releasing Party has or might have in each case, whether arising from any express, implied, oral accrued and whether foreseen or written contract unforeseen or agreement or otherwise, known or unknown, foreseen relating to any matter, claim or unforeseen, certain right arising at any time on or contingent, liquidated or unliquidated that have been, could have been or in the future could be asserted, at law or in equity (collectively, a “Potential Claim”), that arises out of the matters described in that certain letter, dated March 13, 2016, from Xxxxx Day, in its capacity as counsel prior to the independent directors of the REITs, to Skadden Closing (collectively, the “Buyer Released MattersClaims”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any Potential Claim, against any Released Party based upon any Released Matters; provided, however, that, notwithstanding anything the foregoing, the Buyer Released Claims shall not include any Claims under the Excluded Claims, if applicable. Each of the Seller Released Parties shall be an intended third party beneficiary of this Section 6.6 and is entitled to directly enforce the contrary releases contained in this Section 9.16, in the event this Agreement is terminated under Article VII or otherwise not consummated due to the failure to satisfy any of the conditions set forth in Article VI, this Section 9.16 and the release set forth herein will be null and void and of no further force or effect6.6. (b) BuyerBuyer hereby covenants not to, both on behalf of itself and cause its Affiliates not to, sue the other Releasing Parties, acknowledges and agrees that neither this Section 9.16 nor the furnishing Seller Released Parties with respect to any of the consideration for the release given under this Section 9.16 will be deemed Buyer Released Claims or construed at any time to be an admission by any Released Party initiate or any other Person, of any fault, wrongdoing, liability or improper or unlawful conduct. Neither this Section 9.16, nor any of its terms, shall be offered by any Releasing Party or any other Person, in evidence voluntarily participate in any arbitral, civil, criminal, administrative or other arbitral proceeding as a concession against the Seller Released Parties with respect to any Buyer Released Claims; provided, that Buyer shall not be restricted from bringing Claims arising under or admission out of fault, wrongdoing or liability of any Released Party or any other Personthe Excluded Claims. (c) With respect to any Xxxxx understands that the release set forth in this Section 6.6 is a full and all Potential Claims for any Released Matter, Buyer, both on behalf of itself and the other Releasing Parties, expressly waives and relinquishes, to the greatest extent possible under Applicable Law, any and all provisions, rights and benefits conferred by Applicable Law that provide that a final general release does not extend to claims of all Buyer Released Claims, that are unknown could have been asserted in any legal or unsuspected to equitable proceeding against the releasor at the time the releasor executes the release. Buyer, both on behalf of itself and the other Releasing Seller Released Parties, acknowledges that the inclusion of such unknown Potential Claims pertaining to the Released Matters herein was separately bargained for and was a key element of this Section 9.16. Buyer, both on behalf of itself and the other Releasing Parties, acknowledges that they may hereafter discover facts which are different from or in addition to those that they may now know or believe to be true with respect to any and all Potential Claims pertaining to the Released Matters herein released and agree that all such unknown Potential Claims pertaining to the Released Matters are nonetheless released and that this Section 9.16 shall be and remain effective in all respects even if such different or additional facts are subsequently discovered. (d) This Section 9.16 may be pleaded by any Released Party as a full Buyer acknowledges that it has the right to review or has reviewed this Agreement with its legal counsel, and complete defense such party understands and may be used as acknowledges the basis for an injunction against any action at law or equity instituted or maintained against them in violation significance and consequences of this Section 9.16. (e) BuyerAgreement and, both on behalf in particular, of itself and the other Releasing Parties, does hereby acknowledge that it is, and has been, represented by counsel in connection with the negotiation and preparation of this Agreement, that the provisions of this Section 9.16 and the legal effect thereof have been fully explained to it, including the release and waiver contained provided in this Section 9.16, and that it is entering into this Agreement freely and voluntarily and without coercion or undue influence. This Section 9.16 is intended to be final and binding upon all parties to this Agreement regardless of any mistake of fact or law6.6.

Buyer Release. (a) Effective upon the Closing, the Buyer, on its behalf and on behalf of itself, and its past, present and future subsidiaries, parents, divisions, Affiliates, Subsidiariesagents, representatives, insurers, attorneys, successors and assigns, all solely in such capacity, (collectively, the “Buyer Releasing Parties”), hereby release, remise, acquit and forever discharge (i) the Seller and its Bankruptcy Estate, its past, present and future subsidiaries, parents, divisions, Affiliates, agents, representatives, insurers, attorneys, successors and assigns, and past each of its and present stockholders, memberstheir respective directors, managers, directors, officers, employees, shareholders, members, agents, representatives, attorneys, advisorscontractors, representativessubcontractors, trusteesindependent contractors, beneficiariesowners, predecessors, successors, assigns, representatives insurance companies and agents and any of their respective heirs, executors, legatees, administrators and beneficiaries, determined as of the date of this Agreement (the “Releasing Parties”), subject to the provisio in this Section 9.16(a), hereby fully, finally and irrevocably releases, acquits and forever discharges Seller, Parent and each of their respective Affiliates, Subsidiaries and past and present stockholders, members, managers, directors, officers, employees, agents, attorneys, advisors, representatives, trustees, beneficiaries, predecessors, successors and assigns and any of their respective heirs, executors, legatees, administrators and beneficiaries, determined as of the date of this Agreement partners (collectively, the “Seller Released Parties”), from any and all commitments, actions, charges, complaints, promises, agreements, controversies, debts, claims, counterclaimsContracts, suitsdemands, causes of action, damagesdisputes, demandscontroversies, liabilitiessuits, cross-claims, torts, losses, attorneys’ fees and expenses, obligations, agreements, covenants, damages, Liabilities, costs and expenses of every kind and nature whatsoever(collectively, “Disputes”) arising on or prior to the Closing Date, whether arising from any express, implied, oral or written contract or agreement or otherwise, known or unknown, foreseen whether anticipated or unforeseenunanticipated, certain whether claimed or suspected, whether fixed or contingent, liquidated whether yet accrued or unliquidated that have beennot, could have been whether damage has resulted or in the future could be assertednot, whether at law or in equity (collectivelyequity, a “Potential Claim”), that arises whether arising out of the matters described in that certain letteragreement or imposed by statute, dated March 13common law of any kind, 2016nature, from Xxxxx Dayor description, in its capacity including, without limitation as counsel to the independent directors any of the REITsforegoing, to Skadden (collectivelyany claim by way of indemnity or contribution, the “Released Matters”)which any Buyer Releasing Party has, and hereby irrevocably agrees to refrain from directly may have had or indirectly asserting any Potential Claim, may hereafter assert against any Seller Released Party based upon and (ii) any Released Mattersclaim, right or interest of Buyer (whether known or unknown, whether anticipated or unanticipated, whether claimed or suspected, whether fixed or contingent, whether yet accrued or not, whether at law or in equity, whether arising out of agreement or imposed by statute, common law of any kind, nature, or description) in the Excluded Assets; provided, howeverthat notwithstanding the foregoing, thatBuyer Releasing Parties do not in any event release Seller from its obligations under this Agreement or the Ancillary Agreements, notwithstanding anything to including the contrary Assumed Liabilities, if any. The Buyer agrees, on behalf of each Buyer Releasing Party, that the release in this Section 9.165.6 applies not only to Disputes that are presently known, in the event this Agreement is terminated under Article VII suspected, or otherwise not consummated due disclosed to the failure to satisfy any of the conditions set forth in Article VI, this Section 9.16 and the release set forth herein will be null and void and of no further force or effect. (b) such Buyer, both on behalf of itself and but also to Disputes that are presently unknown, unsuspected, or undisclosed to such Buyer. The Buyer acknowledges that each Buyer Releasing Party is assuming the other risk that the facts may turn out to be different from what such Buyer Releasing Parties, acknowledges Party believes them to be and agrees that neither the release in this Section 9.16 nor the furnishing of the consideration for the release given under this Section 9.16 will be deemed or construed at any time to be an admission by any Released Party or any other Person, of any fault, wrongdoing, liability or improper or unlawful conduct. Neither this Section 9.16, nor any of its terms, 5.6 shall be offered by any Releasing Party or any other Person, in evidence in any arbitral, civil, criminal, administrative or other proceeding as a concession or admission of fault, wrongdoing or liability of any Released Party or any other Person. (c) With respect to any and all Potential Claims for any Released Matter, Buyer, both on behalf of itself and the other Releasing Parties, expressly waives and relinquishes, to the greatest extent possible under Applicable Law, any and all provisions, rights and benefits conferred by Applicable Law that provide that a general release does not extend to claims that are unknown or unsuspected to the releasor at the time the releasor executes the release. Buyer, both on behalf of itself and the other Releasing Parties, acknowledges that the inclusion of such unknown Potential Claims pertaining to the Released Matters herein was separately bargained for and was a key element of this Section 9.16. Buyer, both on behalf of itself and the other Releasing Parties, acknowledges that they may hereafter discover facts which are different from or in addition to those that they may now know or believe to be true with respect to any and all Potential Claims pertaining to the Released Matters herein released and agree that all such unknown Potential Claims pertaining to the Released Matters are nonetheless released and that this Section 9.16 shall be and remain effective in all respects even if effective and not subject to termination or rescission because of such different or additional facts are subsequently discoveredmistaken belief. (d) This Section 9.16 may be pleaded by any Released Party as a full and complete defense and may be used as the basis for an injunction against any action at law or equity instituted or maintained against them in violation of this Section 9.16. (e) Buyer, both on behalf of itself and the other Releasing Parties, does hereby acknowledge that it is, and has been, represented by counsel in connection with the negotiation and preparation of this Agreement, that the provisions of this Section 9.16 and the legal effect thereof have been fully explained to it, including the release and waiver contained in this Section 9.16, and that it is entering into this Agreement freely and voluntarily and without coercion or undue influence. This Section 9.16 is intended to be final and binding upon all parties to this Agreement regardless of any mistake of fact or law.

Buyer Release. From and after, and expressly conditioned upon, the Closing, Buyer and each member of the Company Group, and their respective Subsidiaries, Affiliates, successors and assigns, and their respective officers, directors, managers, partners, equityholders, employees and agents (a) Buyereach, on its behalf and a “Buyer Releasing Party”), each on behalf of its itself and each of the Buyer Releasing Parties, hereby unconditionally and irrevocably and forever releases and discharges each Seller, the Shareholder and their respective successors and assigns, any of their respective Affiliates, Subsidiariesand any past, and past and present stockholders, membersor future directors, managers, directors, officers, employees, agents, attorneysinvestment bankers, advisors, representativeslenders, trusteesinvestors, beneficiariespartners, predecessors, successors, assigns, representatives and agents and any of their respective heirs, executors, legatees, administrators and beneficiaries, determined as of the date of this Agreement (the “Releasing Parties”), subject to the provisio in this Section 9.16(a), hereby fully, finally and irrevocably releases, acquits and forever discharges Seller, Parent and each of their respective Affiliates, Subsidiaries and past and present stockholdersprincipals, members, managers, directors, officers, employees, agents, attorneys, advisors, representatives, trustees, beneficiaries, predecessors, successors and assigns and direct or indirect shareholders or equityholders of any of their respective heirsthe foregoing Persons, executorsin each case, legatees, administrators and beneficiaries, determined in solely in its capacity as of the date of this Agreement such (collectively, the “Seller Released Parties”)) of and from, from and hereby unconditionally and irrevocably waives, releases and discharges any and all commitments, actions, charges, complaints, promises, agreements, controversies, debts, claims, counterclaims, suitsclaims and Actions, causes of action, suits, debts, dues, sums of money, accounts, reckoning, bonds, bills, Liabilities, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, demands, liabilities, losses, obligationsjudgments, costs extents, executions, claims and expenses demands of every any kind and nature or character whatsoever, whether arising from any express, implied, oral or written contract or agreement or otherwise, known or unknown, foreseen suspected or unforeseenunsuspected, certain in contract, direct or contingentindirect, liquidated primary or unliquidated that have been, could have been or in the future could be assertedsecondary, at law or in equity that such Buyer Releasing Party ever had, now has or ever may have or claim to have against any Seller Released Party, for or by reason of, or resulting from or relating to any Seller Released Party in its capacity as a direct or indirect owner of Equity Interests in a member of the Company Group prior to the Closing (collectivelyeach, a “Potential Buyer Released Claim”), and agrees not to bring or threaten to bring or otherwise join in any Released Claim against the Seller Released Parties or any of them; provided, that, for the avoidance of doubt, nothing contained in this Section 8.5 shall be construed or limit or release of Liability with respect to, or otherwise as a waiver by such Person of: (i) any of such Person’s rights or remedies under this Agreement or any Ancillary Agreement or any other Contract to which such Person is a party, (ii) any claim in respect of a Seller Released Party’s Fraud, (iii) any breach of any covenant, agreement or undertaking of such Seller Released Party that arises by its terms is required to be performed or complied with, in whole or in part, after the Closing, (iv) Buyer’s ability to rely on the express representations and warranties in this Agreement and the Ancillary Agreements, or its rights, remedies or recourse under the R&W Insurance Policy, (v) any claims which cannot be waived under applicable Law and (vi) any claim for indemnification pursuant to Section 11.3 or Section 12.10 (and Buyer Released Claims shall not include any Action or Liability related to or arising out of the matters described in that certain letterforegoing clauses (i) – (vi)). Xxxxx, dated March 13, 2016, from Xxxxx Day, in its capacity as counsel to the independent directors of the REITs, to Skadden (collectively, the “Released Matters”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any Potential Claim, against any Released Party based upon any Released Matters; provided, however, that, notwithstanding anything to the contrary in this Section 9.16, in the event this Agreement is terminated under Article VII or otherwise not consummated due to the failure to satisfy any of the conditions set forth in Article VI, this Section 9.16 and the release set forth herein will be null and void and of no further force or effect. (b) Buyer, both on behalf of itself and the other Releasing Parties, acknowledges and agrees that neither this Section 9.16 nor the furnishing of the consideration for the release given under this Section 9.16 will be deemed or construed at any time to be an admission by any Released Party or any other Person, of any fault, wrongdoing, liability or improper or unlawful conduct. Neither this Section 9.16, nor any of its terms, shall be offered by any Releasing Party or any other Person, in evidence in any arbitral, civil, criminal, administrative or other proceeding as a concession or admission of fault, wrongdoing or liability of any Released Party or any other Person. (c) With respect to any and all Potential Claims for any Released Matter, Buyer, both on behalf of itself and the other Releasing Parties, expressly waives and relinquishes, to the greatest extent possible under Applicable Law, any and all provisions, rights and benefits conferred by Applicable Law that provide that a general release does not extend to claims that are unknown or unsuspected to the releasor at the time the releasor executes the release. Buyer, both on behalf of itself and the other Buyer Releasing Parties, acknowledges that Sellers will be relying on the inclusion of such unknown Potential Claims pertaining to the Released Matters herein was separately bargained for waiver and was a key element of release provided in this Section 9.16. Buyer, both on behalf of itself and the other Releasing Parties, acknowledges that they may hereafter discover facts which are different from or 8.5 in addition to those that they may now know or believe to be true connection with respect to any and all Potential Claims pertaining to the Released Matters herein released and agree that all such unknown Potential Claims pertaining to the Released Matters are nonetheless released entering into this Agreement and that this Section 9.16 8.5 is intended for the benefit of, and to grant third party beneficiary rights to each Seller Released Party to enforce this Section 8.5. Notwithstanding anything to the foregoing, the Buyer Releasing Parties shall not be and remain effective in all respects even if such different deemed to have released any claim, defense, fact or additional facts are subsequently discovered. (d) This Section 9.16 may be pleaded circumstance, which Buyer determines after the Closing is necessary or desirable to defend against any Action brought by any Released Party as a full and complete defense and may be used as director, officer, employee, contractor, or agent relating to the basis work such individual performed for an injunction against any action at law or equity instituted or maintained against them in violation member of this Section 9.16the Company Group prior to the Closing. (e) Buyer, both on behalf of itself and the other Releasing Parties, does hereby acknowledge that it is, and has been, represented by counsel in connection with the negotiation and preparation of this Agreement, that the provisions of this Section 9.16 and the legal effect thereof have been fully explained to it, including the release and waiver contained in this Section 9.16, and that it is entering into this Agreement freely and voluntarily and without coercion or undue influence. This Section 9.16 is intended to be final and binding upon all parties to this Agreement regardless of any mistake of fact or law.