Common use of Buyer’s Release Clause in Contracts

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 II and Article III, respectively, or in any Ancillary Agreement or (ii) any other breach by Seller or Seller Parent of any indemnity or other express obligation of Seller or Seller Parent under this Agreement or any Ancillary Agreement which by its terms survives the Closing.

Buyer’s Release. As The release of Claims (as defined below) set forth in this Section 3.5 shall be referred to as the “Release.” Except for Claims arising out of Seller’s breach of the express representations under this Agreement, third party claims arising from events occurring prior to the Closing or claims of tenants under their Tenant Occupancy Leases for the refund of security deposits relating to actions or events occurring prior to Closing, Buyer Buyer, on behalf of itself and Buyer Parent of the other Waiver Parties hereby fully forever, absolutely, unconditionally and irrevocably release Seller, Seller Parent completely releases and their respective Affiliates discharges the Released Parties from and against any and all actual, threatened or potential claims, 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, contribution 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 , suits, proceedings, actions, causes of action, demands, liabilities, losses, obligations, orders, requirements or restrictions, liens, penalties, fines, charges, debts, damages, costs, and Buyer Parent includesexpenses of every kind and nature, without limitationwhether now known or unknown, whether foreseeable or unforeseeable, whether under 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 Sellerforeign, 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 entitylaw (both statutory and nonstatutory), and, whether asserted or demanded by a third party against any of the presence Waiver Parties or incurred directly or indirectly by any of Hazardous Substances on the Waiver Parties themselves, that any of the Waiver Parties may now or beneath hereafter have against any of the Owned Real PropertyReleased Parties (collectively, “Claims”), and that arise in connection with or in any way are related to (i) the need to obtain flood insurance, physical condition of 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 viabilitycondition or that of the tenants under the Tenant Occupancy Leases, use the value of the Property or operationits suitability for Buyer’s use, the status of any of the Tenant Occupancy Leases or of the tenants thereunder, the ownership, management or operation of the Property or the accuracy or completeness of 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 information reviewed by Buyer or Buyer Parent, would materially affect Buyer’s and Buyer Parent’s release of Seller and Seller Parent. In in connection with its investigations of the general release set forth Property and which may have been relied upon by Buyer in this Section 10.4deciding to purchase the Property, 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 II and Article III, respectively, or in any Ancillary Agreement or (ii) any other breach by Seller or Seller Parent Handling of any indemnity Waste Materials or Hazardous Materials at, beneath, to, from or about the Property, (iii) any compliance or non-compliance with Environmental Laws regarding any Waste Materials, Hazardous Materials or any Handling related thereto at, beneath, to, from or about the Property, (iv) any acts, omissions, services or other express obligation conduct related to any of Seller the foregoing items “(i)” through “(iii),” inclusive, and/or (v) any condition, activity or Seller Parent other matter respecting the Property that is not addressed by any of the foregoing items “(i)” through “(iv),” inclusive and that is related to pollution or protection of the environment, natural resources, or public health. Buyer shall defend, hold harmless and indemnify the Released Parties and each of them from and against all claims, suits, demands, losses, damages and expenses (including reasonable attorneys’ and consultants’ fees and costs) incurred as a result of actions which are inconsistent with the provisions of this Section 3.5 of Buyer, or its successors under this Agreement or of entities or persons who or which at any Ancillary Agreement which time control, are under common control with or are controlled by its terms survives Buyer. This Release shall survive the Closingclose of Escrow and the recording of the deed conveying the Property from Seller to Buyer.

Buyer’s Release. As Buyer on behalf of the Closingitself and its successors and assigns waives its right to recover from, Buyer and Buyer Parent hereby fully forever releases and irrevocably release discharges, Seller, Seller Parent Seller's affiliates, Seller's investment manager, property manager, the partners, trustees, shareholders, beneficiaries, directors, officers, employees, attorneys and agents of each of them, and their respective Affiliates heirs, successors, personal representatives and assigns from any and all claims demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses known or unknown, foreseen or unforeseen, that Buyer may arise on account of or Buyer Parent may have or hereafter acquire against Sellerin any way be connected with (i) the physical condition of the Property, Seller Parent or any (ii) the condition of their respective Affiliates for any cost, loss, liability, damage, expense, demand, action or cause of action title to the extent arising from or related to any matter of any nature relating to Property, (iii) 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 withinpresence on, under or uponabout the Property of any hazardous or regulated substance, or in (iv) the vicinity of the Owned Real Property, including, without limitation, 's compliance with 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 applicable federal, state or local entitylaw, the presence of Hazardous Substances on rule 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 insuranceregulation, or (v) any other condition aspect of the Property; provided, however, this release does not apply to Seller’s fraud or circumstance affecting breach of any of the Owned Real Propertyrepresentations, its financial viability, use warranties 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 covenants of Seller and Seller Parentunder this Agreement which survives the Closing. 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 Subject to the contrary set forth in this Section 10.4, terms of the foregoing release is release, Buyer has not intended to and does not cover (i) assumed liability for any claims arising from a breach of Seller’s, Seller Parent’s or with respect to the Company’s representations or warranties set forth in Article II and Article III, respectively, or in any Ancillary Agreement or (ii) any other breach by Seller or Seller Parent of any indemnity or other express obligation of Seller or Seller Parent under this Agreement or any Ancillary Agreement which by its terms survives period prior to the Closing. The terms and provisions of this Section 14.3 shall survive Closing and/or termination of this Agreement. BUYER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 ("SECTION 1542"),WHICH IS SET FORTH BELOW: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." BUYER HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES. Initials: Purchaser: ____ Seller: ____ 15. Condemnation or Casualty.

Buyer’s Release. As of the ClosingExcept as set forth below, Buyer hereby waives its right to recover from and Buyer Parent hereby fully and irrevocably release releases Seller, Seller Parent and, at each level, its partners, members, employees, officers, directors, representatives, agents, servants, attorneys, affiliates, parent, subsidiaries, successors and their respective Affiliates assigns (“Released Parties”) from any and all claims claims, responsibility and/or liability that Buyer or Buyer Parent it may now have or hereafter acquire against Seller, Seller Parent or any of their respective Affiliates the Released Parties for any costcosts, loss, liability, damage, expenseexpenses, demand, judgments, penalties, fines, liens, action or cause of action to the extent action, whether direct or indirect, known or unknown, foreseen or unforeseen, arising from from, on account of, or related to any matter of any nature relating (i) the condition (including title to the condition or operation of the Owned Real Property (including Property, any latent or patent construction defects, errors errors, omissions or omissionsother conditions, compliance with law matterslatent, Hazardous Substances patent or otherwise and/or the environmental condition of the Property), valuation, salability or utility of the Property, or its suitability for any purpose whatsoever, (ii) any and other environmental matters within, all objections to or complaints regarding the Property and its condition; and (iii) any information furnished by the Released Parties 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 thereofconnection with this Agreement. This release includes Owned Real Property Claims claims of which Buyer and Buyer Parent are is presently unaware or which neither Buyer nor Buyer Parent does not presently suspects suspect to exist in its favor which, if known by Buyer or Buyer ParentBuyer, would materially affect Buyer’s and 's release to Seller. 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 provision of California Civil Code Section 1542, 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 EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” /s/ MLD /s/ CSP Seller: /s/ AL 's Initials Buyer: /s/ BAV Seller Parent: /s/ AL Buyer Parent: /s/ BAV Company: /s/ AL 's Initials Notwithstanding anything contained herein to the contrary set forth in this Section 10.4contrary, the foregoing release is releases are not intended to and does do not cover include (i) any claims arising from a breach of Seller’s, Seller Parent’s or the Company’s representations or warranties or covenants set forth in Article II and Article III, respectively, Section 7.1 or covenants set forth in any Ancillary Agreement or Section 7.3.2 of this Agreement; (ii) any other breach by Seller fraud; and (iii) willful misconduct or Seller Parent intentional concealment. The release granted herein shall survive the Close of any indemnity or other express obligation Escrow and the recordation of Seller or Seller Parent under this Agreement or any Ancillary Agreement which by its terms survives the ClosingGrant Deed.

Buyer’s Release. As The release of Claims (as defined below) set forth in this Section 3.5 shall be referred to as the “Release.” Except for Claims arising out of Seller’s breach of the express representations under this Agreement, third party claims arising from events occurring prior to the Closing or claims of tenants under their Tenant Occupancy Leases for the refund of security deposits relating to actions or events occurring prior to Closing, Buyer Buyer, on behalf of itself and Buyer Parent of the other Waiver Parties hereby fully forever, absolutely, unconditionally and irrevocably release Seller, Seller Parent completely releases and their respective Affiliates discharges the Released Parties from and against any and all actual, threatened or potential claims, 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, contribution 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 , suits, proceedings, actions, causes of action, demands, liabilities, losses, obligations, orders, requirements or restrictions, liens, penalties, fines, charges, debts, damages, costs, and Buyer Parent includesexpenses of every kind and nature, without limitationwhether now known or unknown, whether foreseeable or unforeseeable, whether under 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 Sellerforeign, 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 entitylaw (both statutory and nonstatutory), and, whether asserted or demanded by a third party against any of the presence Waiver Parties or incurred directly or indirectly by any of Hazardous Substances on the Waiver Parties themselves, that any of the Waiver Parties may now or beneath hereafter have against any of the Owned Real PropertyReleased Parties (collectively, “Claims”), and that arise in connection with or in any way are related to (i) the need to obtain flood insurance, physical condition of 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 viabilitycondition or that of the tenants under the Tenant Occupancy Leases, use the value of the Property or operationits suitability for Buyer’s use, the status of any of the Tenant Occupancy Leases or of the tenants thereunder, the ownership, management or operation of the Property or the accuracy or completeness of 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 information reviewed by Buyer or Buyer Parent, would materially affect Buyer’s and Buyer Parent’s release of Seller and Seller Parent. In in connection with its investigations of the general release set forth Property and which may have been relied upon by Buyer in this Section 10.4deciding to purchase the Property, 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 II and Article III, respectively, or in any Ancillary Agreement or (ii) any other breach by Seller or Seller Parent Handling of any indemnity Waste Materials or Hazardous Materials at, beneath, to, from or about the Property, (iii) any compliance or non-compliance with Environmental Laws regarding any Waste Materials, Hazardous Materials or any Handling related thereto at, beneath, to, from or about the Property, (iv) any acts, omissions, services or other express obligation conduct related to any of Seller the foregoing items “(i)” through “(iii),” inclusive, and/or (v) any condition, activity or Seller Parent other matter respecting the Property that is not addressed by any of the foregoing items “(i)” through “(iv),” inclusive and that is related to pollution or protection of the environment, natural resources, or public health. Buyer shall defend, hold harmless and indemnify the Released Parties and each of them from and against all claims, suits, demands, losses, damages and expenses (including reasonable attorneys’ and consultants’ fees and costs) incurred as a result of actions which are inconsistent with the provisions of this Section 3.5 of Buyer, or its successors under this Agreement or of entities or persons who or which at any Ancillary Agreement which time control, are under common control with or are controlled by its terms survives Buyer. This Release shall survive the Closingclose of Escrow and the recording of the deed conveying the Property from Seller to Buyer. BUYER HEREBY SPECIFICALLY WAIVES THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE (“SECTION 1542”) AND ANY SIMILAR LAW OF ANY OTHER STATE, TERRITORY OR JURISDICTION. SECTION 1542 PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENT.