Common use of General Release of Operating Partnership Clause in Contracts

General Release of Operating Partnership. As of the Closing, each Contributor irrevocably waives, releases and forever discharges the Company, the Operating Partnership and each of the Operating Partnership's direct or indirect subsidiaries, directly or indirectly controlled Affiliates, partners (in their capacity as partners of the Operating Partnership), agents, attorneys, successors and assigns of and from, any and all obligations, charges, complaints, claims, liabilities, damages, actions, causes of action, losses and costs of any nature whatsoever existing as of the Closing (collectively, "Contributor Claims"), known or unknown, suspected or unsuspected, arising out of or relating to any Partnership Agreement, the Partnerships, the Properties or any other matter which exists at the Closing, except for Contributor Claims arising from the breach of any representation, warranty, covenant or obligation by the Operating Partnership under this Agreement, any agreement contemplated hereby or entered into in connection herewith, or the governing documents of the Operating Partnership and the Company.

Appears in 6 contracts

Samples: Contribution Agreement (Maguire Properties Inc), Contribution Agreement (Maguire Properties Inc), Contribution Agreement (Maguire Properties Inc)

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General Release of Operating Partnership. As of the Closing, each Contributor irrevocably waives, releases and forever discharges the Company, the Operating Partnership and each of the Operating Partnership's ’s direct or and indirect subsidiaries, directly or and indirectly controlled Affiliates, partners (in their capacity as partners of including the Operating PartnershipCompany), agents, attorneys, successors and assigns of and from, any and all obligations, charges, complaints, claims, liabilities, damages, actions, causes of action, losses and costs of any nature whatsoever existing as of the Closing (collectively, "Contributor Claims"), known or unknown, suspected or unsuspected, arising out of or relating to any Partnership Intermediary Owner Agreement, the PartnershipsIntermediary Owners, the Participating Properties or any other matter which exists at the Closing, except for Contributor Claims arising from the Assumed Liabilities or from the breach of any representation, warranty, covenant or obligation by the Operating Partnership under this AgreementAgreement (including, without limitation, Section 1.12), any agreement contemplated hereby or entered into in connection herewith, or the governing documents of the Operating Partnership and the Company.

Appears in 2 contracts

Samples: Contribution Agreement (Thomas Properties Group Inc), Contribution Agreement (Thomas Properties Group Inc)

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