Common use of Release of Pre-Closing Claims Clause in Contracts

Release of Pre-Closing Claims. (a) Except as set forth in Section 9.11 of the Newhall Disclosure Schedule, effective as of the Closing, each of the Newhall Companies releases all obligations any of the Investors or any of their respective Affiliates has or may have to acquire equity, or otherwise provide equity or debt financing, Guarantees (including bonding and other forms of credit support) or other financial support for any of the Newhall Companies or any of their Subsidiaries. (b) Except as set forth in Section 9.11 of the Hunters Point Disclosure Schedule or as set forth in the Hunters Point Agreement, effective as of the Closing, each Hunters Point Investor does hereby, for itself and each of its Affiliates, release and forever discharge the Hunters Point Entities, from any and all Liabilities whatsoever to such Investor or any of its Affiliates, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Closing. (c) Effective as of the Closing, except as set forth in Section 9.11 of the El Toro Disclosure Schedule, each El Toro Investor does hereby, for itself and each of its Affiliates, release and forever discharge the El Toro Entities and the Five Point Entities, from any and all Liabilities whatsoever to such Investor or any of its Affiliates, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Closing, other than Liabilities under the El Toro LLC Agreement. (d) Except as set forth in Section 9.11 of the Five Point Disclosure Schedule, effective as of the Closing, each Five Point Investor does hereby, for itself and each of its Affiliates, release and forever discharge the Five Point Entities, from any and all Liabilities whatsoever to such Investor or any of its Affiliates, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Closing. (e) Effective as of the Closing, each of the Investors waives, on behalf of themselves and any of their Affiliates that hold units of the Company or the Operating Company, any preemptive rights or rights of notice that they may have under the Organizational Documents of the Newhall Entities with respect to the transactions contemplated by this Agreement, including any preemptive rights under Section 3.10 of the Company’s existing limited liability company agreement. (f) The Investors expressly understand and acknowledge that it is possible that unknown losses or claims exist or might come to exist or that present losses may have been underestimated in amount, severity, or both. Accordingly, the Investors are deemed expressly to understand provisions and principles of law such as Section 1542 of the Civil Code of the State of California (as well as any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar or comparable to 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 AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. The Investors are hereby deemed to agree that the provisions of Section 1542 and all similar federal or state Laws, rights, rules or legal principles of California or any other jurisdiction that may be applicable herein, are hereby knowingly and voluntarily waived and relinquished with respect to the releases in Section 9.11(a) through (d). (g) Nothing contained in this Section 9.11 shall impair any right of any party hereto to enforce this Agreement. Without limiting the foregoing, nothing contained in this Section 9.11 shall release any Person from: (i) any Liability, contingent or otherwise, assumed by, or allocated to, such Person in accordance with this Agreement or any of the Ancillary Agreements; or (ii) any Liability that such Person may have with respect to indemnification or contribution pursuant to such Person’s Organizational Documents for claims brought by third parties.

Release of Pre-Closing Claims. (a) Except as set forth in Section 9.11 of the Newhall Disclosure Schedule, effective as of the Closing, each of the Newhall Companies releases all obligations any of the Investors or any of their respective Affiliates has or may have to acquire equity, or otherwise provide equity or debt financing, Guarantees (including bonding and other forms of credit support) or other financial support for any of the Newhall Companies or any of their Subsidiaries. (b) Except as set forth in Section 9.11 of the Hunters Point Disclosure Schedule or as set forth in the Hunters Point AgreementSchedule, effective as of the Closing, each Hunters Point Investor does hereby, for itself and each of its Affiliates, release and forever discharge the Hunters Point Entities, from any and all Liabilities whatsoever to such Investor or any of its Affiliates, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Closing. (c) Effective as of the Closing, (i) except as set forth in Section 9.11 of the El Toro Disclosure Schedule, each El Toro Investor does hereby, for itself and each of its Affiliates, release and forever discharge the El Toro Entities and the Five Point Entities, from any and all Liabilities whatsoever to such Investor or any of its Affiliates, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Closing, other than Liabilities under the El Toro LLC AgreementAgreement and (ii) except for any unfunded capital contributions, the El Toro Venture hereby releases and forever discharges the El Toro Investors and the Five Point Entities from any and all Liabilities whatsoever to the El Toro Venture or any of its Subsidiaries, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Closing. (d) Except as set forth in Section 9.11 of the Five Point Disclosure Schedule, effective as of the Closing, each Five Point Investor does hereby, for itself and each of its Affiliates, release and forever discharge the Five Point Entities, from any and all Liabilities whatsoever to such Investor or any of its Affiliates, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Closing. (e) Effective as of the Closing, each of the Investors waives, on behalf of themselves and any of their Affiliates that hold units of the Company or the Operating Company, any preemptive rights or rights of notice that they may have under the Organizational Documents of the Newhall Entities with respect to the transactions contemplated by this Agreement, including any preemptive rights under Section 3.10 of the Company’s existing limited liability company agreement. (f) The Investors expressly understand and acknowledge that it is possible that unknown losses or claims exist or might come to exist or that present losses may have been underestimated in amount, severity, or both. Accordingly, the Investors are deemed expressly to understand provisions and principles of law such as Section 1542 of the Civil Code of the State of California (as well as any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar or comparable to 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 AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. The Investors are hereby deemed to agree that the provisions of Section 1542 and all similar federal or state Laws, rights, rules or legal principles of California or any other jurisdiction that may be applicable herein, are hereby knowingly and voluntarily waived and relinquished with respect to the releases in Section 9.11(a) through (d). (gf) Nothing contained in this Section 9.11 shall impair any right of any party hereto to enforce this Agreement. Without limiting the foregoing, nothing contained in this Section 9.11 shall release any Person from: (i) any Liability, contingent or otherwise, assumed by, or allocated to, such Person in accordance with this Agreement or any of the Ancillary Agreements; or (ii) any Liability that such Person may have with respect to indemnification or contribution pursuant to such Person’s Organizational Documents for claims brought by third parties.