Release of Assignor. Except for liabilities not assumed as provided in Section 3 hereof, upon the execution of this Assignment and Assumption Agreement, Assignor shall have no further duty or obligation under the Operative Documents to which Owner Participant is a party or under any of the other Operative Documents by which Assignor is bound or under any other contract, agreement, document or other instrument relating to the Trust Estate to which Assignor is a party or by which it is bound; provided, however, that Assignor shall in no event be released from any obligation under the Operative Documents with respect to Claims or other claims thereunder by or against Assignor which have accrued or been made prior to the date of transfer.
Release of Assignor. Assignor will remain liable for the duties, obligations and liabilities of the “Owner Participant” under the Operative Documents except for the duties, obligations and liabilities expressly assumed by Assignee under Section 4. Except as provided in the preceding sentence, Assignor shall be relieved of all of its duties, obligations and liabilities under the Operative Documents; provided that Assignor shall in no event be released from any such duty, obligation or liability (i) arising or relating to any event occurring prior to the Effective Time, (ii) on account of any breach by Assignor of any of its representations, warranties, covenants or obligations contained herein or in any Operative Document or any other Assumption Agreement, or for any fraudulent or willful misconduct engaged in by Assignor, (iii) that relates to any indemnity claimed by Assignor or (iv) relating to or arising out of any Lessor’s Lien attributable to Assignor.
Release of Assignor. From and after the date hereof, Assignor shall be released from all of its duties, obligations and liabilities under the Trust Agreement and the other Assigned Documents.
Release of Assignor. Except for liabilities not assumed as provided in Section 3 hereof and except to the extent applicable as a condition to the continued enforcement of any rights thereunder retained by Assignor, upon the execution of this Assignment and Assumption Agreement, Assignor shall have no further duty or obligation under the Participation Agreement, the Trust Agreement, the Tax Indemnity Agreement or under any other contract, agreement, document or other instrument relating to the Trust Estate to which Assignor is a party or by which it is bound; provided, however, that Assignor shall in no event be released from any liability on account of any breach by it of any representations or warranties, covenants or obligations set forth in the Participation Agreement or for any fraudulent or willful misconduct engaged in by it on or prior to the date hereof; provided further, that Assignor shall remain liable for, and shall indemnify and hold harmless the Original Loan Participant from and against any reduction in the amount payable out of the Trust Estate to the Original Loan Participant, and any other losses, costs or expenses incurred by the Original Loan Participant to the extent that any such reduction, loss, cost or expense shall result from the imposition or enforcement of any Lien or any claim against the Trust Estate by a taxing authority because of the nonpayment by Assignor of taxes imposed on or measured by its income or gross receipts by such taxing authority arising from the assignment hereunder.
Release of Assignor. Upon recording of this Assignment or a memorandum of this Assignment, Assignor shall be fully and completely released from any and all obligations under the Redevelopment Agreement [with respect to the Subject Property], after which time the City’s remedies for an Assignee default hereunder shall be directly against Assignee pursuant to the terms hereof, and in no event shall the City’s enforcement against Assignee affect Assignor’s rights under the Redevelopment Agreement.
Release of Assignor. (a) Neither any assignment of Tenant’s interest in this Lease nor any subletting, occupancy or use of the Premises or any part thereof by any Person other than Tenant, nor any collection of rent by Landlord from any Person other than Tenant as provided in this Article X, nor any application of any such rent as provided in this Article X shall, under any circumstances, relieve Tenant of its liability for the observance and performance of the terms, covenants and conditions of this Lease on Tenant’s part to be observed and performed; provided, that, notwithstanding the foregoing, if Landlord has consented to or approved any assignment of Tenant’s interest in this Lease or if no such consent or approval was required for such assignment, Tenant shall be relieved of, and released from, all liability and obligations under this Lease arising after the effective date of such assignment.
(b) No assignment of Landlord’s interest in this Lease and no sale of any Site or any Phase II Site or any part thereof to any Person shall, under any circumstances, relieve Landlord of its liability for the observance and performance of the terms, covenants and conditions of this Lease on Landlord’s part to be observed and performed; provided, that, notwithstanding the foregoing, if Tenant has consented to or approved any assignment of Landlord’s interest in this Lease or if no such consent or approval was required for such assignment, Landlord shall be relieved of, and released from, all liability and obligations under this Lease arising after the effective date of such assignment.
Release of Assignor. As of the date hereof, Assignor shall be relieved of all its liabilities under the Leases.
Release of Assignor. Assignor is hereby released of all obligations arising under or in connection with the Ground Lease from and after the Effective Date or arising because of defaults or events occurring from and after the Effective Date.
Release of Assignor. Despite anything to the contrary in the Assigned Contract, the Assignor will, in accordance with this Agreement, be relieved of all of its covenants, agreements, obligations and liabilities under the Assigned Contract from and after the Effective Date.
Release of Assignor. Except for liabilities not expressly assumed by Assignee under Section 4 hereof, upon the date hereof, Assignor is released from all of its duties, obligations and liabilities under the Participation Agreement and the Trust Agreement and each other Operative Agreement to which Assignor is a party or by which Assignor is bound; PROVIDED, HOWEVER, that Assignor shall in no event be released from any such liability arising on account of any breach on or prior to the date hereof by Assignor of any of its representations, warranties, covenants or obligations set forth in the Participation Agreement or the Trust Agreement, or for any misconduct engaged in by it prior to the date hereof, or from any obligation that relates to any indemnity claimed by Assignor or any Lessor Lien arising from or attributable to Assignor.
