Release by Buyer Sample Clauses

Release by Buyer. To the fullest extent permitted by applicable law, you release the Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence) arising out of or related to disputes between you and the acts or omissions of third parties. You expressly waive any and all rights which you may have under applicable law, as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreement to this release.

Release by Buyer. Notwithstanding any other provisions contained herein, or in any Closing Document, to the contrary (including, without limitation, any language providing for survival of certain provisions hereof or thereof), Buyer hereby acknowledges and agrees that (a) prior to Closing, Buyer's sole recourse in the event of a breach by Seller under this Agreement only shall be as set forth in Section 5.1 hereof, and (b) Seller shall, upon consummation of Closing, be deemed to have satisfied and fulfilled all of Seller's covenants, indemnities, and obligations contained in this Agreement which do not expressly survive Closing and the documents delivered pursuant hereto, and Seller shall have no further liability to Buyer or otherwise with respect to this Agreement, the Property, the transfers contemplated hereby, or any documents delivered pursuant hereto, except to the extent of any obligation or liability Seller may expressly have under this Agreement or the Closing Documents or with respect to any Excluded Claim. Except for the Excluded Claims or as otherwise provided in this Agreement and any of the Closing Documents, Buyer hereby waives its right to recover from, and fully and irrevocably releases Seller and its Indemnified Parties from any and all Claims that it may now have or hereafter acquire against any Seller or any of the Indemnified Parties arising from or related to any defects, errors, omissions or other conditions, latent or otherwise, affecting the Property, any Hazardous Materials affecting the Property, and any right of contribution or private right that Buyer may now or hereafter acquire against Seller with respect to the Property under Environmental Laws and in the regulations adopted and publications promulgated pursuant to such Environmental Laws (as such laws and regulations may be amended, supplemented or replaced from time to time).

Release by Buyer. The Buyer agrees that, except in the case of fraud, it will make no claim against any present or former employee, director or adviser of any member of the Group in connection with this Agreement, other than a claim arising against the Sellers under or in accordance with this Agreement, the Tax Deed, or any other agreement referred to in this Agreement.

Release by Buyer. Except for claims arising from a breach by Seller of its express representations and warranties set forth in Section 8.1, above, Seller's express covenants set forth in Section 8.4, below, and Seller's refusal to close other than by reason of the failure of a condition precedent to Seller's obligations or Buyer's breach hereunder, Buyer and anyone claiming by, through or under Buyer hereby waives its right to recover from and fully and irrevocably releases Seller, its employees, officers, directors, representatives, agents, servants, attorneys, partners, members, affiliates, parent, subsidiaries, successors and assigns, and all persons, firms, corporations and organizations in its behalf ("RELEASED PARTIES") from any and all claims that it may now have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to any environmental matters, affecting the property, or any portion thereof. This release includes claims of which Buyer is presently unaware or which Buyer does not presently suspect to exist which, if known by Buyer, would materially affect Buyer's release to Seller. Buyer specifically waives the 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 THE SETTLEMENT WITH THE DEBTOR." In this connection and to the extent permitted by law, Buyer hereby agrees, represents and warrants, which representation and warranty shall survive the Closing and not be merged with the Deed, that Buyer realizes and acknowledges that factual matters now unknown to 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, which representation and warranty shall survive the Closing and not be merged with the Deed, that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Buyer nevertheless hereby intends to release, discharge and acquit Seller from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which might in any way be included as a material ...

Release by Buyer. Buyer, on its own behalf, and on behalf of its respective heirs, beneficiaries, legal and personal representatives, successors, assigns and affiliates (collectively, the “DCA Parties”), hereby fully releases, remises, acquits and discharges forever, irrevocably and unconditionally, Sellers and each of their parents, subsidiaries, divisions, affiliates, predecessors, successors and assigns, and their respective present and former directors, officers, shareholders, members, partners, employees, agents, attorneys, representatives, insurers, successors, beneficiaries, heirs and assigns (collectively, the “Seller Releasees”) from, against and with respect to any and all Claims which Buyer, any of the DCA Parties, their respective successors, affiliates and assigns, or anyone claiming through or under Buyer or any of the DCA Parties, ever had or now has, against the Seller Releasees for or by reason of any matter, cause or thing whatsoever arising out of, or relating to, the Acquired Assets or the Business; except, that, this Release will not be construed to release the Seller Releasees from (i) any of their respective obligations under the Purchase Agreement or any of the other Acquisition Agreements, (ii) any of their respective obligations with respect to the BB&T Debt, except to the extent that Buyer credit-bids some or all of the amounts thereunder in connection with the sale process contemplated by the Purchase Agreement, and further provided that the BB&T Debt will be subordinated to allowed general unsecured claims in the Seller’s Bankruptcy Case, and (iii) any of their respective obligations as guarantors with respect to the BB&T Debt purchased by Buyer, except to the extent that Buyer credit-bids some or all of the amounts related thereto.

Release by Buyer. Without limiting the provisions of Section 2.4, but subject to Seller’s Express Agreements and the express rights and remedies reserved to Buyer in this Agreement, if Closing occurs as to any Site, then with respect to such Site, from and after such Closing, Buyer, for itself and the other Buyer Parties (including without limitation any Permitted Assignee), waives all rights to recover from, and forever releases, discharges and covenants not to sue, Seller and the other Seller Parties with respect to any and all Claims, whether direct or indirect, known or unknown, foreseen or unforeseen, that may exist or arise on account of or in any way be connected with such Site (including without limitation the physical, operational, environmental, and structural condition of such Site) or any Laws applicable thereto, including without limitation any Claims or other matters relating to the use, presence, discharge or release of Hazardous Materials on, under, in, above or about such Site. ▇▇▇▇▇ assumes the risk that ▇▇▇▇▇’s investigations of such Site may not reveal all aspects, conditions and matters of or affecting such Site. Buyer acknowledges, agrees, represents and warrants that: (a) Buyer is an experienced, knowledgeable and sophisticated purchaser of properties similar to the Property; (b) Buyer expressly agrees to and accepts, and fully understands, each and all of the provisions of this Agreement and the waivers, releases, and limitations of liability contained in this Agreement; and (c) each and all of the waivers, releases, limitations of liability, and other provisions contained in this Agreement are fair and reasonable, particularly in light of the sophistication, experience and knowledge of the Parties. Buyer acknowledges and agrees that Seller has agreed to enter into this Agreement in consideration for and in reliance upon each and all of the waivers, releases, limitations of liability, and other provisions contained in this Agreement and any of Buyer’s closing documents, that the Purchase Price is based in part on Buyer’s acceptance of and agreement to each and all of the waivers, releases, limitations of liability and other provisions contained in this Agreement, and that Seller would not have agreed to execute this Agreement or sell the Property to Buyer on terms that did not include each and all of the waivers, releases, limitations of liability, and other provisions contained in this Agreement. SUBJECT TO SELLER’S EXPRESS AGREEMENTS AND THE EXPRES...

Release by Buyer. 10.2.1 Effective as of and conditioned upon Closing, Buyer, on behalf of Buyer and each of Buyer's affiliates, subsidiaries, representatives, agents, successors-in-interest and assigns, hereby releases and forever discharges the Sellers and each Seller's respective officers, directors, employees, agents, stockholders, controlling persons, representatives, affiliates, subsidiaries, successors-in-interest and assigns (individually, a "SELLER RELEASEE" and collectively, "SELLER RELEASEES") from any and all causes of action, claims, actions, rights, judgments, attorneys' fees, obligations, contracts, damages, promissory notes, demands, accountings or liabilities of whatever kind and character, whether now known or unknown, suspected or unsuspected, both at law and in equity, which Buyer or any of Buyer's affiliates, subsidiaries, representatives, agents, successors-in-interest and assigns now has, have ever had or may hereafter have against the respective Seller Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date; PROVIDED, HOWEVER, that nothing contained herein will operate to release any obligations of the Seller's arising under this Agreement or any other agreement or instrument entered into in connection with this Agreement. 10.2.2 Buyer agrees that each Seller Releasee is a direct beneficiary with respect to this SECTION 10.2 and may enforce these provisions. Buyer represents and warrants to the Seller Releasees as of the date of this Agreement and as of the Closing Date that it has not assigned nor subrogated any of said rights, claims and causes of action referenced in this SECTION 10.2, or authorized any other person or entity to assert any of these claims on its behalf. 10.2.3 Buyer agrees and covenants never to file a lawsuit, arbitration proceeding or any other administrative proceeding against any Seller Releasee for any causes of action, claims, actions, rights, judgments, obligations, damages, promissory notes, demands, accountings or liabilities of whatever kind and character released and discharged by such party pursuant to this SECTION 10.2.

Release by Buyer. In consideration of the premises contained herein, the Acquired Assets, and in consideration of and as an inducement to Sellers to consummate the Closing, upon the occurrence of the Closing (and subject to the occurrence of the Closing), Buyer on behalf of itself and its Affiliates, hereby releases and forever discharges each of the Sellers’ respective past, present and future officers, directors, employees, representatives, Affiliates, shareholders, successors and assigns (individually, a “Released Party” and collectively, “Released Parties”) from any and all claims, demands, proceedings, causes of action, orders, obligations, contracts, indebtedness and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which such Buyer or any of such Buyer’s Affiliates now has, have ever had or may hereafter have against the respective Released Parties arising contemporaneously with or prior to the Closing or on account of or arising out of any matter, cause or event whatsoever occurring contemporaneously with or prior to the Closing, including (i) any matter arising out of or in connection with a Released Party’s capacity as a director, officer, employee, or shareholder of a Seller, including, but not limited to, Employment Causes of Action,

Release by Buyer. In consideration of this Agreement and upon closing and recording of Deed, Buyer hereby forever and fully releases Seller, its successors, owners, managers, representatives, agents and assigns from any and all claims, liability, losses, suits, causes of action, liability, damages, accountings, reckonings, costs and expenses (including but not limited to attorneys’ fees), of any kind or nature, arising out of or relating to, directly or indirectly, the Property or the Lease; provided, that, the foregoing release does not extend to and shall not release Seller from claims arising out of or relating to a breach of Seller’s obligations or representations and warranties under this Agreement.