Common use of Buyer Releases of Seller and Seller Affiliates Clause in Contracts

Buyer Releases of Seller and Seller Affiliates. Except as specifically set forth in this Agreement, at the expiration of the period for the survival of the same as more fully described herein, Buyer and its Affiliates and anyone claiming by, through or under them, each hereby fully and irrevocably releases each of the Seller Parties, and their respective officers, directors, employees, agents, consultants and other representatives (collectively, the “Seller Released Parties”), from any and all claims, whether known or unknown, foreseen or unforeseen, now existing or hereafter arising, that it or they may then have against any of the Seller Released Parties for any cost, loss, liability, damage, expense, action or cause of action at law, in equity or otherwise, arising from or relating in any way to (i) the parcels or any of them, including, without limitation, any and all claims, whether known or unknown, foreseen or unforeseen, now existing or hereafter arising, relating in any way to or arising under or in connection with any of the Leases or management agreements and/or any claim relating in any way to or arising from the physical or environmental condition of such parcels, the operation of such parcels and/or the repair or maintenance of such parcels, or arising from any breach of an express representation, warranty or covenant of Seller contained in this Agreement, except for claims arising from any breach of an express representation, warranty or covenant of Seller contained in this Agreement that expressly survives the Closing by the terms of this Agreement, or (ii) the partnership agreement of Seller, or any relationship of any of the Seller Released Parties with Buyer or any of its Affiliates, including, without limitation, as partners in Seller or any other relationship among any of the Seller Released Parties with Buyer and/or its Affiliates, whether as partners, co-members, shareholders or any other relationship, including, without limitation, any and all claims, whether known or unknown, foreseen or unforeseen, now existing or hereafter arising, that any such Seller Released Parties may have accrued as fiduciaries of Buyer or any of its Affiliates, or arising in any manner whatsoever; provided, however, that this release shall no longer be effective if this Agreement is terminated and (A) a court of competent jurisdiction determines on a final, non-appealable basis that Seller materially breached this Agreement, (B) Buyer’s closing conditions set forth in Article 10 hereof have not been satisfied or waived by Buyer, or (C) Seller’s closing conditions set forth in Article 10 hereof have not been satisfied or waived by Seller. Buyer and its Affiliates further agree that the releases hereunder shall be given full force and effect according to each of their express terms and provisions, including, without limitation, any unknown and suspected claims, damages and causes of action. Notwithstanding any provisions at law or by statute pertaining to releases and waivers of claims, the releases contained herein shall each constitute a full release in accordance with its terms. Buyer and its Affiliates hereby knowingly and voluntarily waive any and all statutes, laws, rules and/or regulations that in any way would otherwise limit, restrict or nullify the effect of the releases and waivers contained herein, and acknowledge that each release and waiver contained herein is an essential and material term of this Agreement, and without such release or waiver this Agreement would not have been entered into by Seller. Buyer and its Affiliates hereby respectively represent and warrant that they have been advised by their legal counsel or have had the opportunity to obtain advice of legal counsel of their choice, and understand and acknowledge the significance of the releases and waivers contained herein and the specific waiver of any and all statutes, laws, rules and/or regulations that in any way would otherwise limit, restrict or nullify the effect of any release or waiver contained herein. This Section 5.11(b) shall survive any Closing and any termination of this Agreement.

Buyer Releases of Seller and Seller Affiliates. Except as specifically set forth in this Agreement, at the expiration As of the period for the survival of the same as more fully described hereinEffective Date, Buyer and its Affiliates Affiliates, and anyone claiming by, through or under them, each hereby fully and irrevocably release Seller, GTA GP, the Company and their respective Affiliates, and their respective officers, directors, employees, agents, consultants (including, without limitation, Banc of America Securities, LLC) and other representatives (collectively, the "SELLER RELEASED PARTIES"), from and against any cost, loss, liability, damage, expense, action or cause of action, arising from or related in any way to the Disputed Matters, whether at law, in equity or otherwise. As of the later to occur of (x) the Closing and (y) only with respect to a Parcel or Parcels sold by Seller to a third-party purchaser pursuant to a Third-Party Sale, the date of closing of such Third-Party Sale, subject to the last sentence of this SECTION 4.10(d), Buyer and its Affiliates, and anyone claiming by, through or under them, each hereby fully and irrevocably releases each of the Seller Parties, and their respective officers, directors, employees, agents, consultants and other representatives (collectively, the “Seller Released Parties”), from any and all claims, whether known or unknown, foreseen or unforeseen, now existing or hereafter arising, claims that it or they may then have against any of the Seller Released Parties (or any of them), for any cost, loss, liability, damage, expense, action or cause of action at lawaction, in equity whether foreseen or otherwiseunforeseen, arising from or relating related in any way to (i) the parcels or any of them, Parcel(s) sold (including, without limitation, any and all claims, whether known or unknown, foreseen or unforeseen, now existing or hereafter arising, claim relating in any way to or arising under or in connection with any of the Buyer Leases or management agreements and/or any claim relating in any way to or arising from the physical or environmental condition of such parcelsthe Parcel(s) sold, the operation of such parcels the Parcel(s) sold and/or the repair or maintenance of such parcelsParcel(s) sold), at law, in equity or otherwise, to the extent such claim accrued prior to the date of such release, including, without limitation, any and all claims arising from any breach of an express representation, warranty or covenant of Seller contained in this Agreement, except for claims arising from any breach of an express representation, warranty or covenant of Seller contained in this Agreement that expressly survives the Closing by the terms of this Agreement, or if any, and (ii) the partnership agreement of Seller, or any the relationship of any of the Seller Released Parties with Buyer (or any of them) with Buyer (or its Affiliates, including, without limitation, ) as partners in Seller Seller, or any other relationship among any of the Seller Released Parties (or any of them) with Buyer and/or its Affiliates, whether as partners, co-co- members, shareholders or any other relationship, relationship (including, without limitation, any and all claims, whether known or unknown, foreseen or unforeseen, now existing or hereafter arising, that liabilities and other obligations of any such Seller Released Parties that may have accrued as fiduciaries of Buyer or any of its Affiliates, or arising in any manner whatsoever; provided, however, that this release shall no longer be effective if this Agreement is terminated and (A) a court of competent jurisdiction determines on a final, non-appealable basis that Seller materially breached this Agreement, (B) Buyer’s closing conditions set forth in Article 10 hereof have not been satisfied or waived by Buyer, or (C) Seller’s closing conditions set forth in Article 10 hereof have not been satisfied or waived by Seller). Buyer and its Affiliates further agree agrees that the releases hereunder shall be given full force and effect according to each of their express expressed terms and provisions, including, without limitationbut not limited to, any those provisions set forth in the immediately preceding sentence relating to unknown and suspected claims, damages and causes of action. Notwithstanding any provisions at law or by statute pertaining to releases and waivers of claims, the releases contained herein hereinabove shall each constitute a full release in accordance with its terms. Buyer and its Affiliates Each of the parties hereto hereby knowingly and voluntarily waive waives any and all statutes, laws, rules and/or regulations that in any way would otherwise limit, restrict or nullify the effect of the releases and waivers contained herein, and acknowledge acknowledges that each release and waiver contained herein is an essential and material term of this Agreement, and without such release or waiver this Agreement would not have been entered into by Sellerinto. Buyer and its Affiliates Each of the parties hereto hereby respectively represent represents and warrant warrants that they have it has been advised by their its legal counsel or have has had the opportunity to obtain advice of by legal counsel of their its choice, and understand understands and acknowledge acknowledges the significance of the releases and waivers contained herein and the specific waiver of any and all statutes, laws, rules and/or regulations that in any way would otherwise limit, restrict or nullify the effect of any release or waiver contained herein. This Section 5.11(b) shall survive any Closing Each Affiliate of Buyer who is a "tenant" under a Buyer Lease has executed the Acknowledgment, Consent and any termination Agreement Page attached hereto for the purposes of evidencing its acknowledgment of and consent to the terms and provisions of this AgreementSECTION 4.10(d) and its agreement to be bound by the terms and provisions of this SECTION 4.10(d). Notwithstanding any provision hereof to the contrary, neither at the Effective Date nor at the Closing, nor at the date of closing of any Third-Party Sale, shall Buyer or any of its Affiliates release, or be deemed to release, any of the Seller Released Parties with respect to any claims for indemnity or contribution pertaining to director and/or officer liability arising under the Seller's Organizational Documents or other agreements (to the extent such obligations of indemnity and/or contribution relate to director and/or officer liability and are expressly provided in such Seller's Organizational Documents or other agreements, as the case may be) or with respect to any such director and/or officer liability claims that are, or may be deemed to be, covered under the Company's or the Seller's or any of their Affiliates' directors' and officers' liability insurance coverage.