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. (a) Effective as of the Closing, each of the Sellers, on behalf of itself and each of its Subsidiaries (other than the Acquired Companies), controlled Affiliates, predecessors, successors, Representatives and assigns (each a “Seller Releasing Party” and collectively, the “Seller Releasing Parties”), hereby irrevocably releases and forever discharges each Acquired Company and its respective officers, directors, direct and indirect shareholders and equity holders, employees, Subsidiaries, predecessors, successors and assigns (each a “Seller Released Party” and collectively, the “Seller Released Parties”), for and from any and all manners of actions, causes, causes of action, suits, debts, dues, compensation, wages, bonuses, liabilities, losses, damages, rights, costs, expenses (including attorneys’ fees and costs), bonds, bills, covenants, contracts, controversies, executions, claims and demands, of whatever kind or nature, in law or in equity, known or unknown, foreseen or unforeseen, vested or contingent, matured or unmatured, suspected or unsuspected, and whether or not concealed or hidden, whichever have or may have existed, or which do exist, that may now or hereafter at any time be made or brought against any Seller Released Party by such Seller Releasing Party by reason of or in connection with any matter, cause, thing, action or omission whatsoever, arising, occurring, relating to or in respect of any time up through and including the Closing Date (collectively, “Seller Causes of Action”); provided, however, that the term “Seller Causes of Action” shall not include and nothing in this paragraph will release any Seller Released Party from any obligations arising out of, relating to or under (i) this Agreement, (ii) any Transaction Agreement accruing after the Closing, (iii) the failure to perform under Contracts after Closing, and (iv) any liabilities that accrue after Closing, including pursuant to Contracts entered into between a Seller Releasing Party and an Acquired Company prior to the Closing (such Seller Causes of Action, other than those described in this exclusion, collectively, the “Seller Released Matters”). From and after the date hereof, each Seller agrees (on behalf of itself and each other Seller Releasing Party) to not, directly or indirectly (including in a derivative proceeding), assert any claim or demand or commence, institute or maintain, or cause to be commenced, instituted, or maintained, or knowingly facilitate or assist any ot...
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. Upon Closing, Seller, for it, its officers, trustees, shareholders, principals, affiliated corporations and businesses, successors and assigns, and all other related or affiliated persons or entities, does hereby release and forever discharge Buyer and its officers, directors, shareholders, employees, advisors, attorneys, agents, insurers, affiliated corporations and businesses, successors and assigns, and all other related or affiliated persons or entities, as the case may be, from and against any all claims, demands, causes of actions or rights which Seller had, now has or could hereinafter have or assert in any manner associated with Buyer, the business of Buyer including Buyer's management of and interest in the Lake Pointe Project and Highlander Project, and any other matter or thing whatsoever involving Buyer and Seller; notwithstanding the foregoing, the release provisions of this section shall be inapplicable to any breach of this Agreement by Buyer, and to the right to an accounting with respect to the Lake Pointe Project as provided in Section 6.4.
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. 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. 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.
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. 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.
