Release by Buyer Sample Clauses

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. (b) Except for matters that have been finally settled or resolved and from which no further appeal can be taken, as of June 30, 2024: (i) there are no Actions by or on behalf of any third party pending or threatened against Wheels and its affiliates where (a) the claim or probable damages exceed ten million thirty four thousand dollars ($10,034,000.00) and (b) the claim or possible damages exceed three million fifty thousand dollars ($3,050,000.00) except as set forth in Schedule 4.07 (the “Existing Claims”), and (ii) there are no Actions by or before any Governmental Authority where Wheels and its affiliates is a party or named as subject to, and no officer, director or employee of Wheels is a party or is named as subject to, the provisions of any material order, writ, injunction, jud...

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 the covenants and conditions herein set forth and other good and valuable consideration, including timely compliance by Seller of its payment obligations under the Stock Purchase Agreement, in settlement of any and all claims or demands of every kind and nature the Buyer ever had, have or may have against Seller, for any and all claims, demands, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, stock, costs, expenses, accounts, damages, judgments, losses and liabilities of whatever known or unknown, whether or not concealed or hidden, which the Buyer had, may have had, now or can, shall or may have including, but not limited to, those relating to the issues raised in the Litigation, for and on behalf of themselves and their present and former affiliates and subsidiary corporations and divisions, if any, and their respective attorneys, directors, stockholders, members, officers, employees and agents and their respective heirs, executors, administrators, predecessors, guarantors, successors and assigns, effective on the day of execution of this Agreement, do hereby fully and forever remise, release and discharge Seller and their present and former affiliated and subsidiary corporations and divisions, their owners, managers, attorneys, directors, stock- holders, officers, employees and agents, and their respective heirs, executors, administrators, predecessors, successors and assigns, except as to the terms of the Settlement Documents. Notwithstanding the foregoing, the terms of this Release shall be null and void in the event the purchase of Seller’s shares from Buyer is not consummated pursuant to the expressed terms of the Stock Purchase Agreement.

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: 10.1.1 Any past, present or future condition of the Property, including, but not limited to, the Environmental Damages, however arising, including, but not limited to any violation of Environmental Requirements, or the presence of any Hazardous Substance, whether or not caused by the negligence of Seller; 10.1.2 Any and all statements, representations, warranties, determinations, conclusions, assessments, assertions or any other information contained in any of the Property Information, the inaccuracy, incompleteness or unreliability of any of the Property Information; any errors, omissions or mistakes in the Property Information, or Buyer's reliance, dependence or use of the Property Information; and 10.1.3 Any defect, inaccuracy or inadequacy in title of the Property, legal description of the Property, covenants, conditions, restrictions, encumbrances or encroachments which affect the Property, and Buyer waives any rights of subrogation that the Title Company may have against Seller, so long as the policy of title insurance issued to Buyer at the Close of Escrow is not invalidated thereby. 10.2 Buyer hereby acknowledges and agrees that (i) Buyer may hereafter discover facts different from or in addition to those now (or as of the Close of Escrow) known or believed to be true regarding the Property and/or Property Information, (ii) Buyer's agreement to release, acquit and discharge Seller and Seller Parties as set forth herein shall remain in full force and effect, notwithstanding the existence or discovery of any such different or additional facts, (iii) Buyer knowingly and voluntarily waives any and all rights, benefits and privileges to the fullest extent permissible under any federal, state, local, or other laws which do or would negatively affect validity or enforceability of all or part of the releases set forth in this Agreement, and (iv) Buyer specifically waives the provisions of California Civil Code Section 1542, which Section provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially a...

Release by Buyer. Subject the last sentence of this Section 21(c) below, by proceeding with the Closing Buyer shall be deemed to have fully and irrevocably released Seller as of the Closing from and waived any and all claims and liabilities against Seller for, related to or in connection with the Property and this Agreement, including without limitation (i) any environmental or physical condition of the Property, including, without limitation, claims and liabilities relating in any manner to any hazardous, toxic or dangerous materials or substances located in, at, about or under the Property and (ii) any and all claims or causes of action (actual or threatened) based upon, in connection with or arising out of any federal, state or local law, rule, regulation or policy and related to environmental matters or liability with respect to or affecting the Property. Except as set forth in this Agreement, upon Closing Buyer shall assume the risk that adverse matters including, without limitation, construction defects and adverse physical and environmental conditions, may not have been revealed by Buyer's investigations and diligence concerning the Property, and Buyer, upon Closing, shall be deemed to have waived, relinquished and released Seller from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys' fees and court costs) of any and every kind or character, known or unknown, which Buyer might have asserted or alleged against Seller at any time by reason of or arising out of any latent or patent construction defects or physical conditions, violations of applicable law (including, without limitation, any federal, state or local law, rule, regulation or policy) and all other acts, omissions, events or circumstances or matters regarding the Property. Without limiting the foregoing, effective as of the Closing, Buyer waives and releases as to the matters released above under this Section 21 any and all rights, and claims and liabilities against Seller pursuant to California Civil Code Section 1542, as amended and modified, which provides that: "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." Notwithstanding any other provision of this Agreement, no waiver, release or...

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.

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. Each of Buyer and Operator hereby agree as of the Closing Date to release, acquit, and forever discharge Seller and each of its Affiliates and Representatives from any and all claims and demands, actions and causes of action, costs, expenses, litigation costs, attorneys’ fees, and compensation of any kind or nature whatsoever that each may have, whether on account of or in anyway arising out of the Business, any assets or liabilities referenced in this Agreement or otherwise, whether known or unknown, foreseen or unforeseen, now existing or that may hereafter arise, directly or indirectly, of every kind and character, under or pursuant to any applicable law or theory (common or statutory and whether federal and/or state), arising out of or attributable to any conduct, representations, acts, actions, matters, or things done, omitted, or supposed to be done (collectively, “Actions”) by any of Seller or its Affiliates or Representatives on or prior to the Closing Date.