Common use of Developer Release Clause in Contracts

Developer Release. As of the Close of Escrow, Developer agrees, with respect to the City Property, to release the Successor Agency and City from and against any Environmental Liabilities (as defined below) except to the extent such liabilities arise out of the following (collectively, “Release Exclusions”): (i) the negligence or willful misconduct of City occurring after the Close of Escrow, (ii) the representations, warranties, covenants or other obligations of City set forth in this Agreement, and/or (iii) personal injury and property damage occurring on or in connection with the City Property prior to the Close of Escrow. At the request of Developer, City shall cooperate with and assist Developer in its defense of any such claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense; provided that City shall not be obligated to incur any material expense in connection with such cooperation or assistance. This release shall survive the Closing. Developer acknowledges that it is aware of and familiar with the provisions of Section 1542 of the California Civil Code which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” As such relates to this Section 207.7, effective as of the Closing, Developer waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code.

Developer Release. As of the Applicable Close of Escrow, Developer agrees, with respect to the City PropertyApplicable Parcel, to release the Successor Agency and City from and against any Environmental Liabilities (except as defined below) except to the extent such liabilities arise out of the following (collectively, “Release Exclusions”): (i) the County Dispute which may be dealt with, if at all, in the Settlement Agreement, and/or (ii) liabilities arising out of the negligence or willful misconduct of the Agency or the City occurring after the Close of Escrow or occurring prior to the Close of Escrow but discovered after the Applicable Close of Escrow, (ii) the representations, warranties, covenants or other obligations of City set forth in this Agreement, and/or (iii) personal injury and property damage occurring on or in connection with liabilities of the City Property prior to and/or Agency arising out of the Close Reimbursement Agreement re Agency Component which liabilities, if any, are covered in the Reimbursement Agreement re Agency Component. The Developer shall establish, by the preponderance of Escrowthe evidence, the date that the Environmental Liability occurred. At the request of the Developer, City the Agency shall cooperate with and assist the Developer in its defense of any such claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense; provided that City the Agency shall not be obligated to incur any material expense in connection with such cooperation or assistance. This release shall survive the termination, expiration, invalidation or performance in full or in part of this Agreement and, without limiting the foregoing, shall survive the Closing. The Developer acknowledges that it is aware of and familiar with the provisions of Section 1542 of the California Civil Code which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT WHICH IF KNOWN BY HIM OR HER, WOULD HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYDEBTOR.” As such relates to this Section 207.7207.6, effective as of the Closing, the Developer waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code.

Developer Release. As of the Close of Escrow, Developer agrees, with respect to the City PropertySite, to release the Successor Agency and City from and against any Environmental Liabilities (except as defined below) except to the extent such liabilities arise out of the following (collectively, “Release Exclusions”): (i) the County Dispute which has been dealt with in the Settlement Agreement, (ii) the OCHCA Notice and Order, (iii) liabilities arising out of the negligence or willful misconduct of the Successor Agency and/or City occurring after the Close of Escrow, (ii) the representations, warranties, covenants Escrow or other obligations of City set forth in this Agreement, and/or (iii) personal injury and property damage occurring on or in connection with the City Property prior to the Close of Escrow but discovered after the Close of Escrow, and/or (iv) liabilities of the City and/or Successor Agency arising out of the Reimbursement Agreement re Successor Agency Component which liabilities, if any, are covered in the Reimbursement Agreement re Successor Agency Component. The Developer shall establish, by the preponderance of the evidence, the date that the Environmental Liability occurred. At the request of the Developer, the City shall cooperate with and assist the Developer in its defense of any such claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense; provided that the City shall not be obligated to incur any material expense in connection with such cooperation or assistance. This release shall survive the termination, expiration, invalidation or performance in full or in part of this Agreement and, without limiting the foregoing, shall survive the Closing. The Developer acknowledges that it is aware of and familiar with the provisions of Section 1542 of the California Civil Code which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT WHICH IF KNOWN BY HIM OR HER, WOULD HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYDEBTOR.” As such relates to this Section 207.7207.6, effective as of the Closing, the Developer waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code.