Buyer’s Release. As of the Closing, Buyer and Buyer Parent hereby fully and irrevocably release Seller, Seller Parent and their respective Affiliates from any and all claims that Buyer or Buyer Parent may have or hereafter acquire against Seller, Seller Parent or any of their respective Affiliates for any cost, loss, liability, damage, expense, demand, action or cause of action to the extent arising from or related to any matter of any nature relating to the condition or operation of the Owned Real Property (including any latent or patent construction defects, errors or omissions, compliance with law matters, Hazardous Substances and other environmental matters within, under or upon, or in the vicinity of the Owned Real Property, including, without limitation, any Environmental Laws) (“Owned Real Property Claims”). The foregoing release by Buyer and Buyer Parent includes, without limitation, any Owned Real Property Claims Buyer and/or Buyer Parent may have pursuant to any statutory or common law right Buyer or Buyer Parent may have to receive disclosures from Seller, including, without limitation, any disclosures as to the Owned Real Property’s location within areas designated as subject to flooding, fire, seismic or earthquake risks by any federal, state or local entity, the presence of Hazardous Substances on or beneath the Owned Real Property, the need to obtain flood insurance, the certification of water heater bracing and/or the advisability of obtaining title insurance, or any other condition or circumstance affecting the Owned Real Property, its financial viability, use or operation, or any portion thereof. This release includes Owned Real Property Claims of which Buyer and Buyer Parent are presently unaware or which neither Buyer nor Buyer Parent presently suspects to exist in its favor which, if known by Buyer or Buyer Parent, would materially affect Buyer’s and Buyer Parent’s release of Seller and Seller Parent. In connection with the general release set forth in this Section 10.4, each of Buyer and Buyer Parent specifically waives the provisions of California Civil Code Section 1542, which provides as follows: Seller: /s/ AL Buyer: /s/ BAV Seller Parent: /s/ AL Buyer Parent: /s/ BAV Company: /s/ AL Notwithstanding anything to the contrary set forth in this Section 10.4, the foregoing release is not intended to and does not cover (i) any claims arising from a breach of Seller’s, Seller Parent’s or the Company’s representations or warranties set forth in Article I...
Buyer’s Release. Buyer, on behalf of itself and its Subsidiaries (“Releasing Parties”), completely and irrevocably releases and covenants not to xxx Seller and/or its Subsidiaries from any claims that their operation of the Business or use of the Transferred Business IPR, in each case, prior to the Closing Date infringed, misappropriated or violated (“Infringed”) any of Buyer or its Subsidiaries’ current or future IPR. Seller and its Subsidiaries may not assign this release, in whole or in part, except as set forth in Section 9.12, and any such attempted assignment shall be null and void ab initio and of no force or effect.
Buyer’s Release. Buyer, on behalf of itself and its successors and assigns, hereby releases and discharges Seller, its Commissioners, officers, employees, agents, representatives and any other person acting on behalf of Seller, and the successors of any of the preceding, from any and all claims, causes of action, demands, damages or liabilities of any nature, direct or indirect, known or unknown, foreseen or unforeseen, which Buyer or any successor or assign of Buyer now has, or which may arise in the future, in any way related to any past, present or future characteristic or condition of the Property, including, but not limited to the location and/or the continued operation of the wireless communication facility on Tract “D” of the same subdivision or any Hazardous Materials in, at, on, under or related to the Property. For the purposes of this Paragraph, Hazardous Materials shall mean petroleum, petroleum related products, radio wave transmission and frequency, and any substance or material defined or designated as hazardous, toxic, radioactive or other similar term by any federal, state or local environmental statute, regulation or ordinance presently in effect or that may be promulgated in the future, as such statutes, regulations and ordinances may be amended from time to time.
Buyer’s Release. (i) As of the Closing, each Buyer and the Company, for himself or itself and on behalf of his or its respective affiliates, successors, assigns, heirs, executors, administrators and legal representatives (all collectively, the “Buyer Releasors”), hereby remises, releases, acquits and forever discharges LMP, LMPX and each of their current and former employees, officers, directors, members, managers, partners, shareholders, trustees, parent companies, sister companies, affiliates, subsidiaries, assigns, employers, attorneys, suppliers, accountants, predecessors, successors, insurers, representatives and agents (the “LMP Releasees”), of and from any and all claims, duties, obligations, disputes, liabilities, damages, or causes of action (“Claims”) of every nature whatsoever, liquidated or unliquidated, known or unknown, matured or unmatured, fixed or contingent, that such of the Buyer Releasors now or in the future has, owns or holds, or has at any time previously had, owned or held, against any of the LMP Releasees, including without limitation all Claims arising as a result of the negligence, gross negligence or willful acts of any of the LMP Releasees existing as of the Closing or relating to any matter that occurred on or prior to the Closing, and including without limitation all Claims arising under or in connection with the March MIPA and/or the First Amended and Restated Operating Agreement of the Company entered into by the Parties in connection with the March MIPA and dated on or about the date thereof (the “March Operating Agreement”); provided, however, that any Claims that may arise in connection with any of the Parties’ respective obligations hereunder or under any other agreement in connection and contemporaneously with the transactions contemplated by this Agreement or from any breaches by any of them of any representations or warranties herein or in connection with any of such other agreements shall not be released or discharged pursuant to this Agreement.
(ii) Each Buyer and the Company for himself or itself, and respectively on behalf of all of the other Buyer Releasors, represents and warrants that the Buyer Releasors have not previously assigned or transferred, or purported to assign or transfer, to any person or entity whatsoever all or any part of the Claims released herein. The Buyers and the Company, for themselves and respectively on behalf of all of the other Buyer Releasors, covenant and agree that none of the Buyer Releasors will a...
Buyer’s Release. Buyer hereby remises, releases and forever discharges Seller, and each of its predecessors, parents, subsidiaries, Affiliates, and the past, present and future shareholders, partners, officers, directors, employees, agents, consultants, representatives, attorneys, and insurers of any of the foregoing, together with all successors and assigns of any of the foregoing (the "SELLER RELEASEES") of and from all claims, demands, actions, causes of action, rights of action, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that Buyer or its successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Seller Releasees, including without limitation any of the foregoing relating to or arising out of the Servicing Agreement, from the beginning of the world through and including the date of this Mutual Release ("BUYER CLAIMS"), other than any and all rights that Buyer may have under this Agreement. Buyer hereby expressly waives any and all laws or statutes, of any jurisdiction whatsoever, which may provide that a release does not extend to claims not known or suspected to exist at the time of executing a release which if known would have materially affected the decision to give said release. It is expressly intended and agreed that this Mutual Release does in fact extend to such unknown or unsuspected Buyer Claims related to anything that has happened to the date hereof even if knowledge thereof would have materially affected the decision to give said release. Buyer hereby represents and warrants to Seller that it has not assigned, transferred or otherwise conveyed any of the Buyer Claims being released herein.
Buyer’s Release. DISCHARGE, AND COVENANT NOT TO XXX; BUYER'S OBLIGATIONS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS; DISPUTE RESOLUTION .......................... 60 18.01. Buyer's Release and Discharge of Aera and its Associated Parties......................................................... 60 18.02. Buyer's Covenant Not to Xxx Aera or its Associated Parties...
Buyer’s Release. DISCHARGE, AND COVENANT NOT TO SXX AND BUYER’S OBLIGATIONS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS 34
16.01. Buyer’s Release and Discharge of ExxonMobil and its Associated Parties 34
16.02. Buyer’s Covenant Not to Sxx ExxonMobil or its Associated Parties 34
16.03. Buyer’s Obligations to Indemnify, Defend, and Hold ExxonMobil and its Associated Parties Harmless 35 16.04. Buyer’s Obligations 35 16.05. Buyer’s Duty to Defend 37 16.06. Buyer’s Waiver of Consumer Rights Under the Texas Deceptive Trade Practices Consumer Protection Act and Other Consumer Protection Laws 37 16.07. Retroactive Effect 37 16.08. Inducement to ExxonMobil 37 17.01. General 38 17.02. Negotiations 38 17.03. Arbitration 38 17.04. Notice 39
18.01. Buyer’s Acknowledgment Concerning Possible Contamination of the Interests and Property 39 18.02. Adverse Environmental Conditions. 39 18.03. Disposal of Materials, Substances, and Wastes; Compliance with Law 40
Buyer’s Release. As a material inducement for each of Accuray and TomoTherapy to enter into this Agreement, Buyer, on behalf of its respective successors and assigns, hereby irrevocably and unconditionally waives, releases and forever discharges Seller and each of Seller’s shareholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, subsidiaries, and affiliates, and all persons acting by, through, under, or in concert with any of them, from any and all claims or liabilities arising out of or in any way connected with Seller’s ownership of the Purchased Securities, its purchase of the loans described herein specifically including the Debt or the transactions contemplated by this Agreement, including any transactions set forth in any of the Exhibits attached hereto.
Buyer’s Release. 10.1 Effective as of the date hereof, Xxxxxxx Xxxxxxxxx and Xxxxxxx Xxxxx, individually and Star Multi Care Services, Inc., for itself or himself, (collectively the Buyer Releasors), does hereby release, acquit, and forever discharge Jericho Capital Corp., Jericho Capital Corp. f/b/o SEP Xxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx, individually and any parent, subsidiary or affiliate corporation, partnership, limited liability company, proprietorship, trust, any Affiliate or other form of business entity related directly or indirectly to the foregoing, and each of their respective heirs, administrators, executors, beneficiaries, legatees, devisees, trusts, trustees, insurers, attorneys, experts, consultants, partners, joint venturers, members, officers, directors, shareholders, employees, contractors, alter egos, agents, representatives, predecessors, successors and assigns (collectively the Seller Releasees) of and from any and all claims, actions, causes of action, judgments, awards, costs, expenses, attorneys fees, debts, obligations, promises, representations, warranties, demands, acts, omissions, rights and liabilities, of any kind and nature whatsoever, including but not limited to those at law, in equity, in tort, in contract, whether or not asserted to date, and whether known or unknown, suspected or unsuspected, which have arisen, are arising, or may in the future arise, directly or indirectly, from, or any other matter or transaction of any kind or nature undertaken thereunder from the beginning of time until the date hereof (the matters referred to above being hereinafter referred to as the Seller Released Claims); provided, however, that nothing in this Release shall release Buyer Releasees from any of its obligations under this Stock Purchase Agreement.
Buyer’s Release. Except as otherwise expressly set forth in this Agreement, Buyer hereby releases Sellers and their employees, officers, directors, representatives, contractors and agents from all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees and disbursements, whether suit is instituted or not) which Buyer has or may have arising from or related to any matter or thing in connection with the Property, including, without limitation, any documents provided by Sellers, any construction defects, errors or omissions in the design or construction of the Property and any environmental conditions affecting the Property (including the presence or suspected presence of Hazardous Materials on, in, under or about the Property), and Buyer shall not look to Sellers in connection with the foregoing for any redress or relief. Buyer further acknowledges and agrees that this release will be given full force and effect according to each of its expressed terms and provisions, including, but not limited to, those relating to unknown and suspected claims, damages and causes of action. Buyer’s Initials
