Common use of Buyer’s Release of Seller Clause in Contracts

Buyer’s Release of Seller. (a) Except for any rights under this Agreement or any Ancillary Agreement and rights under the Seller Guaranty, effective upon consummation of the Closing Buyer on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s Affiliates, the partners, trustees, beneficiaries, shareholders, members, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) the physical condition of the Property, valuation, salability or utility of the Property, or its suitability for any purpose whatsoever, including all structural and seismic elements, all mechanical, electrical, plumbing, sewage, heating, ventilating, air conditioning and other systems, the environmental condition of the Property and Hazardous Materials on, under or about the Property, including any Environmental Matters, or (ii) any law or regulation applicable to the Property, including Environmental Laws, or Environmental Matters. (b) To the fullest extent permitted by applicable Law, effective upon consummation of the Closing, Buyer hereby waives the benefit of any Law which provides that a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor. Buyer represents and warrants to Seller that it has read and knows and understands the contents of the release contained in this Section 7.7 and that it has made this release and executed this Agreement voluntarily after consulting with counsel of its choosing. Buyer understands that it cannot proceed against Seller with respect to the matters released herein. (c) The release and waivers by Buyer contained in this Section 7.7 shall survive the Closing and the recordation of the Deed, and shall not be deemed merged into the Deed upon its recordation.

Buyer’s Release of Seller. (a) Except for any rights under this Agreement or any Ancillary Agreement and rights under the Seller Guaranty, effective upon consummation of the Closing Buyer on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s 's Affiliates, the partners, trustees, beneficiaries, shareholders, members, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including attorneys’ ' fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) the physical condition of the Property, valuation, salability or utility of the Property, or its suitability for any purpose whatsoever, including all structural and seismic elements, all mechanical, electrical, plumbing, sewage, heating, ventilating, air conditioning and other systems, the environmental condition of the Property and Hazardous Materials on, under or about the Property, including any Environmental Matters, or (ii) any law or regulation applicable to the Property, including Environmental Laws, or Environmental Matters. (b) To the fullest extent permitted by applicable Law, effective upon consummation of the Closing, Buyer hereby waives the benefit of any Law which provides that a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor. Buyer represents and warrants to Seller that it has read and knows and understands the contents of the release contained in this Section 7.7 and that it has made this release and executed this Agreement voluntarily after consulting with counsel of its choosing. Buyer understands that it cannot proceed against Seller with respect to the matters released herein. (c) The release and waivers by Buyer contained in this Section 7.7 shall survive the Closing and the recordation of the DeedDeeds, and shall not be deemed merged into the Deed Deeds upon its recordation.

Buyer’s Release of Seller. (a) Except for any rights under this Agreement or any Ancillary Agreement and rights under the Seller GuarantyBuyer, effective upon consummation of the Closing Buyer on behalf of itself itself, its affiliates and its successors and assigns waives its right to recover fromassigns, hereby releases, remises, acquits and forever releases and dischargesdischarges DDR, Seller, Seller’s Affiliates, the partners, trustees, beneficiaries, shareholders, members, directors, officers, employees and agents of each of them, Sellers and their respective heirsaffiliates, successors, personal representatives successors and assigns (collectively, the “Released Parties”), from and against any and all demandsclaims, claimscauses of actions, suits, legal or administrative orders or proceedings, demands, damages, punitive damages, losses, liabilitiescosts, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including attorneys’ fees liabilities and costs)expenses, whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account arising out of or in any way be connected with relating to the following: (ia) the completeness or accuracy of any and all materials, data and information regarding the Property, including, without limitation, Seller’s Deliveries; (b) the physical condition of the Property, valuationincluding, salability or utility of the Propertywithout limitation, or its suitability for any purpose whatsoeverconstruction defects, including all structural and seismic elementserrors, all mechanical, electrical, plumbing, sewage, heating, ventilating, air conditioning omissions and other systemsconditions, the environmental condition of latent or otherwise, affecting the Property and or any portion thereof; (c) the existence or presence of any Hazardous Materials on, under or about the Property and/or the release or discharge of any Hazardous Materials from the Property (subject to DDR performing DDR’s obligations under Section 14 of this Agreement); (d) the violations of any applicable statutes or laws with regard to the Property, including any Environmental Matters, or Laws (iisubject to DDR performing DDR’s obligations under Section 14 of this Agreement); and (e) any law or regulation applicable to and all other matters regarding the Property, including Environmental Laws, in each case whether existing prior to or Environmental Matters. (b) To after the fullest extent permitted by applicable Law, effective upon consummation Closing. Buyer hereby expressly waives any and all rights Buyer may have under Section 1542 of the ClosingCalifornia Civil Code, Buyer hereby waives the benefit of any Law which provides that a as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor. IN FURTHERANCE OF THE FOREGOING, BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER WILL HAVE HAD, AS OF CLOSING, AN OPPORTUNITY TO THOROUGHLY INSPECT AND EXAMINE THE STATUS OF TITLE TO THE PROPERTY AND THE PHYSICAL CONDITION OF THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY. BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, BUYER IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE PHYSICAL CONDITION OF THE PROPERTY BY BUYER AND HAS NOT RELIED UPON ANY OTHER WRITTEN OR ORAL REPRESENTATIONS, WARRANTIES OR STATEMENTS, WHETHER EXPRESS OR IMPLIED, MADE BY SELLERS, OR ANY PARTNER OF SELLERS, OR ANY AFFILIATE, AGENT, EMPLOYEE, OR OTHER REPRESENTATIVE OF ANY OF THE FOREGOING OR BY ANY BROKER OR ANY OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLERS WITH RESPECT TO THE PROPERTY, THE PHYSICAL CONDITION OF THE PROPERTY OR ANY OTHER MATTER AFFECTING OR RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER IS PURCHASING, AND AT CLOSING WILL ACCEPT, THE PROPERTY ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS, WARRANTIES AND/OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT. BUYER ACKNOWLEDGES THAT SELLERS HAVE MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE THE PROPERTY, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. AS USED IN THE PRIOR PARAGRAPH, THE TERM “CONDITION OF THE PROPERTY” MEANS THE FOLLOWING MATTERS: (I) THE QUALITY, NATURE AND ADEQUACY OF THE PHYSICAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE QUALITY OF THE DESIGN, LABOR AND MATERIALS USED TO CONSTRUCT THE IMPROVEMENTS INCLUDED IN THE PROPERTY; THE CONDITION OF STRUCTURAL ELEMENTS, FOUNDATIONS, ROOFS, GLASS, MECHANICAL, PLUMBING, ELECTRICAL, HVAC, SEWAGE, AND UTILITY COMPONENTS AND SYSTEMS; THE CAPACITY OR AVAILABILITY OF SEWER, WATER, OR OTHER UTILITIES; THE GEOLOGY, FLORA, FAUNA, SOILS, SUBSURFACE CONDITIONS, GROUNDWATER, LANDSCAPING, AND IRRIGATION OF OR WITH RESPECT TO THE PROPERTY, THE LOCATION OF THE PROPERTY IN OR NEAR ANY SPECIAL TAXING DISTRICT, FLOOD HAZARD ZONE, WETLANDS AREA, PROTECTED HABITAT, GEOLOGICAL FAULT OR SUBSIDENCE ZONE, HAZARDOUS WASTE DISPOSAL OR CLEAN-UP SITE, OR OTHER SPECIAL AREA, THE EXISTENCE, LOCATION, OR CONDITION OF INGRESS, EGRESS, ACCESS, AND PARKING; THE CONDITION OF THE PERSONAL PROPERTY AND ANY FIXTURES; AND THE PRESENCE OF ANY ASBESTOS OR OTHER HAZARDOUS MATERIALS, DANGEROUS, OR TOXIC SUBSTANCE, MATERIAL OR WASTE IN, ON, UNDER OR ABOUT THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON; AND (II) THE COMPLIANCE OR NON-COMPLIANCE OF SELLERS OR THE OPERATION OF THE PROPERTY OR ANY PART THEREOF IN ACCORDANCE WITH, AND THE CONTENTS OF, (A) ALL CODES, LAWS, ORDINANCES, REGULATIONS, AGREEMENTS, LICENSES, PERMITS, APPROVALS AND APPLICATIONS OF OR WITH ANY GOVERNMENTAL AUTHORITIES ASSERTING JURISDICTION OVER THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO ZONING, BUILDING, PUBLIC WORKS, PARKING, FIRE AND POLICE ACCESS, HANDICAP ACCESS, LIFE SAFETY, SUBDIVISION AND SUBDIVISION SALES, AND HAZARDOUS MATERIALS, DANGEROUS AND TOXIC SUBSTANCES, MATERIALS, CONDITIONS OR WASTE, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY THAT WOULD CAUSE STATE OR FEDERAL AGENCIES TO ORDER A CLEAN UP OF THE PROPERTY UNDER ANY APPLICABLE LEGAL REQUIREMENTS AND (B) ALL AGREEMENTS, COVENANTS, CONDITIONS, RESTRICTIONS (PUBLIC OR PRIVATE), CONDOMINIUM PLANS, DEVELOPMENT AGREEMENTS, SITE PLANS, BUILDING PERMITS, BUILDING RULES, AND OTHER INSTRUMENTS AND DOCUMENTS GOVERNING OR AFFECTING THE USE, MANAGEMENT, AND OPERATION OF THE PROPERTY. Buyer’s Initials: Except as specifically set forth in this Agreement, Buyer represents acknowledges and warrants to Seller agrees that it has read not (and knows shall not) rely upon any statement and/or information from whomsoever made or given (including, but not limited to, any broker, attorney, agent, employee or other person representing or purporting to represent Sellers) directly or indirectly, verbally or in writing, and understands the contents Sellers are not and shall not be liable or bound by any such statement and/or information. Except as specifically set forth in this Agreement, including, but not limited to, all of the release contained representations, warranties and covenants expressly made by each Seller in this Section 7.7 and that it has made this release and executed this Agreement voluntarily after consulting with counsel of its choosing. Buyer understands that it cannot proceed against Agreement, each Seller specifically disclaims any representation, warranty or guaranty with respect to the matters released herein. Property, express or implied, including, but not limited to, any representation or warranty as to the Property’s condition, fitness for a particular purpose, quality, freedom from defects or contamination (c) The release and waivers whether or not detectable by inspection), compliance with zoning or other legal requirements or as to the availability or existence of any utility or other governmental or private services or as to the amount of taxes assessed to the Property. Notwithstanding the foregoing, the provisions of this Section 10.3 shall not apply to any claims or causes of action that may be asserted by Buyer contained in against any Seller based upon an alleged breach of a representation or warranty by any Seller under Article 9 of this Section 7.7 shall survive Agreement which is not otherwise waived or expired pursuant to the Closing terms and the recordation conditions of the Deed, and shall not be deemed merged into the Deed upon its recordationthis Agreement.