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 Effective as of the Closing Date, Buyer on behalf of itself and its successors and assigns anyone claiming by, through or under Buyer hereby waives its right to recover fromfrom and fully and irrevocably releases Seller, and forever releases and dischargesits employees, Seller, Seller’s Affiliates, the partners, trustees, beneficiaries, shareholders, membersofficers, directors, officersrepresentatives, employees agents, servants, attorneys, affiliates, parent, subsidiaries, successors and agents of each of themassigns, and their respective heirsall persons, successorsfirms, personal representatives corporations and assigns organizations in its behalf ("Released Parties") from any and all demands, claims, legal responsibility and/or liability that it may now have 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 hereafter acquire against any way be connected with (i) the physical condition of the PropertyReleased Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to the condition, 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, any information furnished by the environmental condition of the Property and Hazardous Materials on, Released Parties under or about the Propertyin connection with this Agreement. This release includes claims of which Buyer is presently unaware or which Buyer does not presently suspect to exist which, including any Environmental Mattersif known by Buyer, or (ii) any law or regulation applicable would materially affect Buyer's release to Seller. In this connection and to the Property, including Environmental Laws, or Environmental Matters. (b) To the fullest extent permitted by applicable Law, effective upon consummation of the Closinglaw, 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 releaseagrees, which if known by him or her must have materially affected his settlement with the debtor. Buyer represents and warrants that Buyer realizes and acknowledges that factual matters now unknown to Seller it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and Buyer further agrees, represents and warrants that it has read the waivers and knows releases herein have been negotiated and understands the contents agreed upon in light of the release contained in this Section 7.7 that realization and that it has made this release Buyer nevertheless hereby intends to release, discharge and executed this Agreement voluntarily after consulting with counsel acquit Seller from any such unknown causes of its choosingaction, claims, demands, debts, controversies, damages, costs, losses and expenses. Buyer understands that it cannot proceed against Seller with respect to specifically waives the matters released herein. (c) The release and waivers by Buyer contained in this provision of California Civil Code Section 7.7 shall survive the Closing and the recordation of the Deed1542, and shall not be deemed merged into the Deed upon its recordation.which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR EXPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXCUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR" ---------------- ----------------- Buyer's Initials Seller's Initials

Buyer’s Release of Seller. (a) Except for any rights under this Agreement or any Ancillary Agreement Buyer hereby waives, releases and rights under the forever discharges 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, membersofficers, 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 proceedingsactions, lossescauses of action, demands, liabilities, damages, penaltiescosts, fines, liens, judgments, costs expenses or expenses whatsoever (including attorneys’ fees and costs)compensation whatsoever, whether direct or indirect, known or unknown, foreseen foreseeable or unforeseenunforeseeable, that which Buyer may have at the Closing or which may arise in the future on account of or in any way be arising out of or connected with the Property, including: (i) the physical condition condition, nature or quality of the Property (including the soils and groundwater on and under the Real Property); (ii) the presence or release in, under, on or about the Property (including the soils and groundwater on and under the Real Property) of any Hazardous Materials (but excluding such presence or release of Hazardous Materials as results from migration of materials from any of the property owned by Seller or Seller’s Affiliates shown on the Existing Parcel Map and not included within the Land); and (iii) the ownership, management or operation of the Property; provided, valuationhowever, salability that the foregoing release shall not apply to claims, actions, causes of action, demands, liabilities, damages, costs, expenses or utility compensation whatsoever against Development Manager pursuant to or arising out of the Property, Development Services Agreement 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 against Seller pursuant to or arising out of the Property other documents executed and Hazardous Materials ondelivered by Seller pursuant to Section 12.4. At the Closing, under or about upon the Propertyrequest of Seller, including any Environmental Matters, or (ii) any law or regulation applicable Buyer shall deliver to Seller a certificate of Buyer reaffirming the Property, including Environmental Laws, or Environmental Matters. (b) foregoing. To the fullest extent permitted by applicable Law, effective upon consummation of the ClosingBuyer’s release of Seller pursuant to this Agreement, Buyer hereby waives the benefit protection of California Civil Code Section 1542, which reads 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. Buyer’s Initials: However, the foregoing provisions of this Section 10.2 shall not serve to release Seller from any breach of the express representations and warranties set forth in Section 9.2, any claims that arise out of any Law which provides that a general release does not extend to claims which the creditor does not know fraud of Seller, or suspect to exist in his any obligations or her favor at the time liabilities 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 Development Manger arising out of the release contained in this Development Services Agreement or any obligations or liabilities of Seller arising out of any document executed and delivered by Seller pursuant to 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 herein12.4. (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 Buyer hereby waives, releases and rights under the forever discharges 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, membersofficers, 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 proceedingsactions, lossescauses of action, demands, liabilities, damages, penaltiescosts, fines, liens, judgments, costs expenses or expenses whatsoever (including attorneys’ fees and costs)compensation whatsoever, whether direct or indirect, known or unknown, foreseen foreseeable or unforeseenunforeseeable, that which Buyer may have at the Closing or which may arise in the future on account of or in any way be arising out of or connected with the Property, including: (i) the physical condition condition, nature or quality of the Property (including the soils and groundwater on and under the Real Property); (ii) the presence or release in, under, on or about the Property (including the soils and groundwater on and under the Real Property) of any Hazardous Materials (but excluding such presence or release of Hazardous Materials as results from migration of materials from any of the property owned by Seller shown on the Parcel Map filed August 14, 2007 in Book 817 of Maps, Pages 23 to 24, in the Office of the Santa Xxxxx County Recorder, and not included within the Land); and (iii) the ownership, management or operation of the Property. At the Closing, valuationupon the request of Seller, salability or utility Buyer shall deliver to Seller a certificate of Buyer reaffirming 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) foregoing. To the fullest extent permitted by applicable Law, effective upon consummation of the ClosingBuyer’s release of Seller pursuant to this Agreement, Buyer hereby waives the benefit protection of California Civil Code Section 1542, which reads 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. Buyer’s Initials: However, the foregoing provisions of this Section 10.2 shall not serve to release Seller from any breach of the express representations and warranties set forth in Section 9.2 or any claims that arise out 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 fraud 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 hereinSeller. (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.