Release of Buyer Sample Clauses
Release of Buyer. Upon Buyer's completion of its obligations set forth in this Agreement, Seller, its parents, subsidiaries, affiliates, divisions, shareholders, officers, directors, employees, agents, insurers, trustees, attorneys, representatives, successors and assigns do hereby fully and forever release, acquit and discharge Buyer and each of its respective parents, subsidiaries, affiliates, divisions, shareholders, officers, directors, employees, agents, insurers, trustees, attorneys, representatives, successors and assigns (the "Buyer Released Parties"), of and from any and all common law and statutory claims, demands, rights, liabilities, suits, set-offs, damages, actions or causes of action, attorney fees, or related costs or expenses incurred by Seller, or any other Seller Released Party, of whatsoever kind and nature, known or unknown, foreseen or unforeseen, matured or unmatured, accrued or unaccrued which are or may be based upon or related in any way to the investigation, assessment, presence or remediation of any Hazardous Materials at any Environmental Escrow Property. This release shall be contained in the special warranty deeds to be delivered at closing or included in a separate document and placed of record against the Environmental Escrow Properties. Notwithstanding the foregoing, this Section 3(e) shall in no manner limit or restrict Buyer's obligations under this Agreement or the Disposition Agreement (subject to the terms and provisions contained herein and therein).
Release of Buyer. Seller, for itself and each of its direct and indirect affiliates, parent corporations, subsidiaries, subdivisions, successors, predecessors, members, shareholders and assigns (collectively the “Seller Releasors”), hereby (i) releases, acquits and forever discharges Buyer and each of its direct and indirect affiliates, parents, subsidiaries, subdivisions, successors, predecessors, members, shareholders, and assigns, and their present and former officers, directors, legal representatives, employees, agents and attorneys, and their heirs, executors, administrators, trustees, successors and assigns (the parties so released, herein each a “Buyer Releasee” and collectively, the “Buyer Releasees”) of and from any and all causes of actions, claims, suits, liens, losses, damages, judgments, demands, liabilities, rights, obligations, costs, expenses, and attorneys’ fees of every nature, kind and description whatsoever, at law or in equity, whether individual, class or derivative in nature, whether based on federal, state or foreign law or right of action, mature or unmatured, accrued or not accrued, known or unknown, fixed or contingent, which the Seller Releasors ever had, now have or hereafter can, shall or may have against any Buyer Releasees by reason of any matter, cause or thing whatsoever relating to the SPAC (collectively, “Buyer Released Claims”) and (ii) covenants not to institute, maintain or prosecute any action, claim, suit, complaint, proceeding or cause of action or any kind to enforce any of Buyer Released Claims; provided that nothing contained in this Section 8.14(b) shall release, waive, discharge, relinquish or otherwise affect the rights or obligations of any Person with respect to claims involving (x) Fraud, (y) gross negligence and (z) willful misconduct of a Buyer Releasee with regard to any representation or warranty or the breach of any covenant of a Buyer Releasee under this Agreement or the Ancillary Documents. In any litigation arising from or related to an alleged breach of this Section, this Agreement may be pleaded as a defense, counterclaim or crossclaim, and shall be admissible into evidence. Each Seller Releasor expressly covenants and agrees that the release granted by it in this Section shall be binding in all respects upon the Seller Releasors and shall inure to the benefit of the successors and assigns of the Buyer Releasees, and agrees that the Buyer Releasees shall have no further liabilities or obligations to the Seller Rel...
Release of Buyer. Except for: (i) the express obligations of Buyer under this Agreement and the other Transaction Documents; and (ii) the obligations of Buyer under the provisions of the Pick Licenses which survive, Seller hereby releases and discharges Buyer, as well as all of its officers, directors, employees, attorneys and agents, whether past, present or future, and the
Release of Buyer. In consideration of the foregoing agreements concerning the determination of the final Total Consideration, each of the Sellers and the Selling Group, their representatives, trustees, successors and assigns does hereby release and forever discharge Buyer, their agents, officers, directors, employees, representatives and all persons natural or corporate in privity with them or any of them from any and all claims or causes
Release of Buyer. Seller hereby releases Buyer from and shall indemnify Buyer for any obligation to reimburse or refund income or other benefit derived by Buyer from any Assets affected by the Retained Matters if the transfer of such Assets to Buyer is declared void or otherwise ineffective.
Release of Buyer. Notwithstanding any other provision of this Agreement, the Provider voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), (i) hereby fully and completely releases and forever discharges the Buyer and all of Buyer’s partners, employees, agents and attorneys and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Buyer, or who may be liable for the injury or damage resulting therefrom (collectively, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties as of the Closing Date and (ii) by acceptance of each Initial Installment hereunder fully and completely releases and forever discharges the Released Parties, of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties as of the date of each Closing Date. Provider acknowledges that the foregoing release is a material inducement to Buyer’s decision to extend to Provider the financial accommodations hereunder and will be relied upon by Buyer in making payment of the Initial Installments.
Release of Buyer. Seller hereby releases, acquits and discharges Buyer, together with its owner, member, officers, directors, agents, servants, attorneys, insurers, successors and assigns, each of them jointly and severally, of and from any and all liability for claims, demands, obligations, actions, causes of action, damages, costs, debts, liabilities, expenses, and compensation, of any nature whether known or unknown, foreseen or unforeseen, that could have been made and that accrued or arose out of facts preceding the date of this Agreement. Seller agrees not to institute or participate in any lawsuit or proceeding relating in any way to any of their relationships with Buyer or the termination of such relationships including, but not limited to, all claims as a shareholder for breach of any fiduciary duties.
Release of Buyer. Except for (i) any claim of a breach by Buyer of any of Buyer’s warranties, representations, obligations or covenants set forth herein, or in any of the Closing Documents delivered by Buyer at the Closing, or (ii) any claims arising under the Lease, effective from and after the Closing Seller, on behalf of itself and its successors and assigns, waives its right to recover from, and forever releases and discharges, Buyer, Buyer’s affiliates, partners, trustees, beneficiaries, shareholders, members, managers, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, reasonable attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, which Seller may have at the Closing Date or which may arise in the future that may arise on account of or in any way be connected with the (a) the physical and environmental condition of the Property at the time of Closing, including, without limitation, all structural and seismic elements; all mechanical, electrical, plumbing, sewage, heating, ventilating, air conditioning and other systems; the environmental condition of the Property and Hazardous Substances on, under or about the Property at the time of Closing, and (b) Environmental Laws as applicable to the physical and environmental condition of the Property at the time of Closing. The provisions of this Section 7.4 shall survive the Closing subject only to the applicable statute of limitations; provided, however, nothing contained in this Section 7.4 shall be deemed to limit the rights and obligations of the parties to the Lease. Seller acknowledges that Seller is represented by counsel and that Seller understands the significance of executing this Agreement and the general release of claims set forth above. Seller has read and has been fully advised of the contents of Section 1542 of the Civil Code of the State of California and Seller hereby expressly waives any and all rights and the benefits and protections of California Civil Code Section 1542, which reads as follows: 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...
Release of Buyer. Seller hereby releases and forever discharges Buyer, and its Related Persons, of and from any and all causes of action, claims, demands and remedies of whatsoever kind and nature that Seller has or may in the future have against Buyer or any Related Persons, and in any manner on account of, arising out of or related to the Loan purchased hereunder except for claims or causes of action arising by reason of Buyer's breach of this Agreement.
Release of Buyer. Upon the Closing of the sale of Assigned Notes to a Buyer Assignee, the Company agrees to release the Buyer from any and all obligations under the SPA with respect to such Assigned Notes, including, without limitation, that portion of Buyer’s commitment to purchase Notes from the Company in the aggregate principal amount of the Assigned Notes so sold; provided, however, that in the event such Closing does not occur due to a material breach by the Company of its obligations under this Agreement and the SPA, then such release of Buyer shall nevertheless apply. The Company agrees to hold harmless the Buyer for any misrepresentations made by the Buyer Assignees hereunder with respect to the Notes purchased by such Buyer Assignees. Each Buyer Assignee agrees to release the Buyer from any and all obligations it may have pursuant to the SPA or any Transaction Document in relation to the Assigned Notes purchased by such Buyer Assignee and agrees to hold harmless the Buyer with respect to any misrepresentation made by the Company hereunder with respect to the such Assigned Notes.