Release by Buyer. In consideration for the release of claims by Sellers and each of the PMG Companies set forth in Section 3(a) above, Buyer, for itself and for each of the current and former parent corporations, subsidiaries, affiliates, employee benefit plans and related entities or corporations, and their past and present officers, directors, shareholders, employees, creditors, fiduciaries, agents, employees, partners, attorneys, representatives, promoters, heirs, predecessors, successors, and assigns of Buyer, does hereby waive, release, acquit and forever discharge each Seller, each of the PMG Companies and each of its current, former, and future parent corporations, subsidiaries, affiliates, employee benefit plans and related entities or corporations, and their past and present officers, directors, shareholders, employees, creditors, fiduciaries, agents, employees, partners, attorneys, representatives, promoters, heirs, predecessors, successors, and assigns, in their capacity as such (each a “PMG Released Party”), from any and all claims, actions, charges, complaints, grievances and causes of action (hereinafter collectively referred to as the “Buyer Released Claims”), of whatever nature, whether known or unknown, which exist or may exist on behalf of Buyer against any PMG Released Party as of the date of this Agreement, except for each Buyer Excluded Claim, as defined below. Buyer understands and agrees that he and it is waiving any and all rights that such Party may have had, now has, or in the future may have, to pursue any and all remedies available to any such Party under any cause of action, including without limitation, any and all tort claims, contract claims, whether brought pursuant to the terms of the Asset Purchase Agreement or otherwise, fiduciary duty claims, public policy claims, statutory claims and any and all relevant claims arising under any federal, state or other governmental statute, law, regulation or ordinance. Notwithstanding the foregoing, Buyer is not releasing any of the PMG Released Parties from any of the following claims (collectively, the “Buyer Excluded Claims”): (a) any rights which cannot be waived as a matter of law; (b) any claim arising from the breach of this Agreement; (c) any rights to indemnification under the Asset Purchase Agreement applicable to Buyer; (d) any rights of Buyer under the Escrow Agreement; (e) any rights that Buyer may have under the Employment Agreement with any Seller, and under any other agreement relating ...
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. 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. Bxxxx assumes the risk that Bxxxx’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. Buyer, on behalf of itself and the Buyer Entities, forever waives, releases and discharges Seller Entities, and their respective directors, officers, shareholders, employees, successors, assigns and agents, from (i) any Claims within the scope of Buyer’s indemnity of Seller Entities in Section 5.2 above; (ii) from any Claims caused by Pre-Existing Contamination that Seller proves did not arise from the operation, occupancy or use by Seller-related Use Entities, to the extent that they exceed Seller’s 50% share of liability or $1 million aggregate liability limit for such Claims as specified set forth in Section 5.1(i); (iii) from any first party costs or losses incurred by Buyer (including but not limited to lost profits, lost rents, diminution in property value, other business losses, increased construction costs arising from environmental issues, or the costs of environmental investigation and response measures of any kind) arising from Pre-Existing Contamination except where such cost or loss is required to be incurred (x) to satisfy the demands of an environmental regulatory agency, (y) to address the asserted claims of third parties (not including the claims of Stanford as landowner or lessor under the Ground Lease against Buyer Entities, for which Buyer expressly releases Seller), or (z) to address Seller’s failure to comply with any provision in this Agreement that relates to environmental matters; (iv) from any first party costs or losses (including but not limited to lost profits, lost rents, diminution in property value, other business losses, increased construction costs arising from environmental issues, or the costs of environmental investigation and response measures of any kind, including surrender obligations under the Ground Lease or otherwise related to the Property) arising from Building Materials or indoor air other than Claims that are described in Section 5.1(iv) or with respect to Seller’s liability for signing manifests as described in Section 3.3(c); (v) arise from any environmental losses, costs or Claims suffered, incurred and asserted by Stanford against Buyer Entities, or any environmental obligations imposed by Stanford against Buyer Entities under the Ground Lease or otherwise relating to the Real Property, whether at surrender of the Ground Lease or earlier, and whether or not arising from conditions existing prior to or after Closing (provided that this does not release Seller from its obligations set forth in Section 5.4(a...
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.
Release by Buyer. (a) Effective upon Closing, except for claims with respect to this Agreement or any other Transaction Document (including unrelated claims of fraud) (the “Buyer Retained Claims”), Buyer, on behalf of itself and each of its affiliates and each of its and their respective current and former equity holders, members, partners, directors, managers, officers, employees, advisors (including legal and financial advisors), successors and assigns (collectively, the “Buyer Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges the Seller, its subsidiaries and its affiliates and each of their respective current and former equity holders, members, partners, directors, managers, officers, employees, advisors (including legal and financial advisors), lenders, successors and assigns (collectively, the “Current Seller Released Parties”) of and from any and all Actions, Liabilities, Contracts and covenants (whether express or implied), and claims and demands whatsoever whether in law or in equity which the Buyer Releasing Parties may have against each of the Current Seller Released Parties, now or in the future, in each case in respect of any cause, matter or thing based upon facts, circumstances, occurrences or omissions existing, occurring or arising on or prior to the Closing, except for any liabilities or obligations of the Seller under this Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement. The provisions of this section are intended to benefit the Current Seller Released Parties and all such Current Seller Released Parties shall have the right to enforce such provisions of this Agreement.
Release by Buyer. (a) Subject to clause 13.2(b), the Buyer:
Release by Buyer. 10.1 Buyer, on behalf of Buyer and Buyer Parties, hereby expressly and unconditionally does release, acquit and discharge Seller and the Seller Parties from and against any and all known, unknown, past, present or future Claims, directly or indirectly arising from, in connection with, caused by or related to:
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.
Release by Buyer. As of the Effective Date, the Purchasers hereby releases the Sellers and all of their shareholders, directors, officers, agents, affiliates, successors and assigns (collectively, the "Seller Group"), from all liabilities, actions, causes of actions, claims, counterclaims, defenses, offsets, charges, obligations and demands whatsoever (whether known or unknown, direct or indirect, contingent or noncontingent) at law, in equity or otherwise (collectively, the "Claims"), which the Buyer ever had, now has or may hereafter have against any members of the Seller Group by reason of any matter, cause or thing whatsoever arising under with respect to or relating to the partnership agreements of the Partnerships, except for (i) any provision of such partnership agreements that expressly survive termination, and (ii) the provisions of this Agreement.
