Release of Seller. Purchaser for itself and each of its present and future directors, members, shareholders, officers, employees, agents, parties, affiliates, representatives, attorneys, subsidiaries, parent and affiliated corporations, predecessors, successors, and assigns (collectively, "PURCHASER-RELATED ENTITIES"), hereby fully and irrevocably releases, acquits and discharges the Seller Indemnified Parties from any and all Losses, whether known or unknown, existing or potential, which Purchaser or the Purchaser-Related Entities have or assert or hereafter may have or assert, against any of the Seller Indemnified Parties by reason of any purported act or omission on the part of any of the Seller Indemnified Parties occurring prior to the Closing, which Losses are based upon, arise out of, or are in any way connected with any of the following (each, a "CLAIM" and collectively, the "CLAIMS"): (i) the condition, status, quality, nature, contamination or environmental state of the Property; (ii) any violation of, noncompliance with, or enforcement of applicable laws, regulations or ordinances with respect to the Property; or (iii) any use, generation, storage, release, threatened release, discharge, disposal, or presence of any "Hazardous Materials" (defined below) on, under, or about the Property or, to the extent affecting the Property, any property in the vicinity of the Property; provided however, nothing contained in this Section shall release Seller from Seller's representations and warranties set forth in this Agreement, or Seller's fraud. The term "HAZARDOUS MATERIALS" means and includes flammable explosives, petroleum (including crude oil), radioactive materials, hazardous wastes, toxic substances or related materials, including, without limitation, any substances defined as or included in the definition of toxic or hazardous substances, wastes or materials under any federal or applicable state or local laws, ordinances or regulations dealing with or otherwise pertaining to toxic or hazardous substances, wastes, or materials (collectively, "HAZARDOUS SUBSTANCES LAWS").
Release of Seller. Notwithstanding anything to the contrary contained in this Agreement (except as hereinafter provided), Purchaser, for itself and its agents, affiliates, successors and assigns, hereby releases, acquits and forever discharges Seller and the Seller Parties from any and all Losses, which Purchaser has or may have in the future, arising from or relating to (i) any defects (patent or latent), errors or omissions in the Real Property whether the same are the result of any Seller Party’s actions, omissions or negligence; or (ii) any other conditions, including, without limitation, environmental and other physical conditions affecting the Real Property whether the same are the result of any Seller Party’s actions, omissions or negligence, including any claim for indemnification or contribution arising under the Comprehensive Environmental Response, Compensation And Liability Act (42 U.S.C. Section 9601 et seq.) or any other federal, state or local statute, rule or ordinance relating to liability of property owners for environmental matters, whether arising based on events that occurred before, during, or after Seller’s period of ownership of the Real Property and whether based on theories of indemnification, contribution or otherwise. The release set forth in this Section specifically includes, without limitation, any claims under any Environmental Laws. Purchaser acknowledges that Purchaser had the opportunity to consult with independent legal counsel of Purchaser’s selection and Purchaser is granting this release of its own volition and after appropriate consultation. The release set forth herein does not apply to the representations, and warranties and covenants of Seller expressly set forth in this Agreement or in any document delivered by Seller at the Closing. Purchaser hereby specifically acknowledges that Purchaser has carefully reviewed this Section and has had the opportunity to discuss its import with legal counsel and that the provisions of this Section are a material part of this Agreement. The term “Losses” as used in this Agreement shall mean any and all rights, claims, demands, lawsuits, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, interest, penalties, interest, charges, fees, expenses, judgments, decrees, awards, amounts paid in settlement and damages of whatever kind or nature (including, without limitation, reasonab...
Release of Seller. Buyer shall use Commercially Reasonable Efforts to support Seller's efforts to obtain a written release of Seller effective as of the Closing with respect to obligations arising after the Closing under any of the Seller's Agreements, Fuel Contracts or Non-material Contracts assigned to Buyer hereunder, provided that Buyer shall not be required to assume additional costs, expenses or Liabilities in connection therewith.
Release of Seller. Buyer hereby releases and forever discharges Seller, its agents, servants, directors, officers, employees, servicers, attorneys, successors, assigns and affiliates (all such persons being collectively referred to as the “Related Persons”), of and from any and all causes of action, claims, demands and remedies of whatsoever kind and nature that Buyer has or may in the future have against Seller or any Related Persons, and in any manner on account of, arising out of or related to the Loan purchased and the rights assigned hereunder except for claims or causes of action arising by reason of Seller’s breach of this Agreement (the “Released Matters”). It is the intention of Buyer that the foregoing general release shall be effective as a bar to all actions, causes of action, suits, claims or demands of every kind, nature or character whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, arising out of or in connection with the Released Matters.
Release of Seller. Purchaser hereby expressly acknowledges that from and after the Closing Date, Seller shall have no responsibility, liability or obligation subsequent to the Closing with respect to any conditions relating to the Real Property, including, without limitation, environmental conditions, or as to any other matters whatsoever respecting in any way to the Real Property. Purchaser agrees that the Seller and the Seller Parties (defined below) shall not be liable or responsible after the Closing to Purchaser for environmental conditions that include, without limitation, past disposal of Hazardous Materials on, in or under the Real Property, the presence of man-made or natural substances, and such other conditions as may exist in the soil, surface water or ground water as pertains to the Real Property which could require remedial action or which may result in liabilities or claims made on Purchaser or any Seller Party by third parties including government agencies. The term “Seller Parties” as used in this Agreement shall mean Seller’s officers, directors, shareholders, trustees, partners, employees, members, managers, agents, contractors and affiliates. This Section 5.03 shall survive the Closing or termination of this Agreement.
Release of Seller. EXCEPT FOR PURCHASER’S (I) INDEMNIFICATION REMEDIES UNDER SECTION 9.1(a) WITH RESPECT TO A BREACH OF SELLER’S REPRESENTATIONS AND WARRANTIES IN SECTION 3.8 AND UNDER SECTION 9.1(h) FOR CERTAIN ENVIRONMENTAL CLAIMS AND (II) RIGHT TO BRING A CONTRIBUTION ACTION AGAINST SELLER (IN CONNECTION WITH A CLAIM MADE AGAINST PURCHASER) FOR LOSSES RELATING TO ENVIRONMENTAL LAWS, WHICH RIGHT OF CONTRIBUTION SHALL BE SUBJECT TO THE INDEMNITY CAP, ANY OTHER PROVISION HEREOF TO THE CONTRARY NOTWITHSTANDING, PURCHASER AND ITS SUCCESSORS AND ASSIGNS FURTHER COVENANT AND AGREE NOT TO XXX ANY SELLER INDEMNIFIED PARTY AND RELEASE THE SELLER INDEMNIFIED PARTIES OF AND FROM AND WAIVE ANY CLAIM OR CAUSE OF ACTION (EXCEPT AS PROVIDED IN THIS SECTION 9.7), INCLUDING WITHOUT LIMITATION ANY STRICT LIABILITY CLAIM OR CAUSE OF ACTION, THAT PURCHASER OR ITS SUCCESSORS AND ASSIGNS MAY HAVE AGAINST ANY SELLER INDEMNIFIED PARTY UNDER ANY ENVIRONMENTAL LAW, NOW EXISTING OR HEREAFTER ENACTED OR PROMULGATED, RELATING TO ENVIRONMENTAL MATTERS OR ENVIRONMENTAL CONDITIONS IN, ON, UNDER, ABOUT OR MIGRATING FROM OR ONTO THE REAL PROPERTY OR BY VIRTUE OF ANY COMMON LAW RIGHT, NOW EXISTING OR HEREAFTER CREATED. THE TERMS AND CONDITIONS OF THIS SECTION 9.7 WILL EXPRESSLY SURVIVE THE TERMINATION OF THE AGREEMENT OR THE CLOSING, AS THE CASE MAY BE, AND WILL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS.
Release of Seller. Buyer acknowledges that it will have the opportunity to inspect the Property during the Due Diligence Period, and during such period, observe its physical characteristics and existing conditions and the opportunity to conduct such investigation and study on and of the Property and adjacent areas as Buyer deems necessary, and, except as otherwise expressly provided in the provisions of this Agreement, Buyer hereby FOREVER RELEASES AND DISCHARGES Seller from all duties, obligations, responsibility and liability pertaining to the Property in any way, including its condition, valuation, salability, financability or utility of the Property, or its suitability for any purpose whatsoever (including, but not limited to, with respect to the presence in the soil, air, structures and surface and subsurface waters, of Hazardous Materials or other materials or substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Property under current or future federal, state and local laws, regulations or guidelines, and any structural and geologic conditions, subsurface soil and water conditions and solid and hazardous waste and Hazardous Materials on, under, adjacent to or otherwise affecting the Property), including without limitation liabilities under any Environmental Laws. By Closing this transaction, Buyer will be deemed to have WAIVED any and all objections and complaints (including, but not limited to, federal, state and local statutory and common law based actions, and any private right of action under any federal, state or local laws, regulations or guidelines to which the Property is or may be subject, including, but not limited to, CERCLA) concerning the any physical characteristics and any existing conditions of the Property, whether arising before or after the date of this Agreement, including, without limitation, any obligations relating to the physical, environmental or legal compliance status of the Property, and the lessor’s obligations under the Leases. Buyer further hereby assumes the risk of changes in applicable laws and regulations relating to past, present and future environmental conditions on the Property and the risk that adverse physical characteristics and conditions, including, without limitation, the presence of Hazardous Materials or other contaminants, may not have been revealed by its investigation. Buyer, fo...
Release of Seller. The City does hereby release Seller from all loss, liability, cost, expense and responsibility arising out of or associated with the Assumed Obligations accruing from and after the date of this Agreement or otherwise attributable to the period commencing on the date of this Agreement and continuing thereafter. The City agrees to look solely to Buyer for payment and performance of such Assumed Obligations. No default by Buyer with respect to the Assumed Obligations will result in a default under the remaining portions of the property covered by the Development Agreement. No default by Seller of its obligations under the Development Agreement with respect to the Retained Property will result in a default by Buyer with respect to the Assumed Obligations.
Release of Seller. Seller shall be relieved from its obligations under this Agreement:
a. by any whole disposition of Seller’s interest in this Agreement in compliance with Section 10.1, when coupled with a written instrument signed by the assignee or transferee of such interest in which said assignee or transferee accepts and agrees to be bound by all of the terms of this Agreement, unless the Parties agree otherwise; and
b. in the event of any foreclosure by Financier(s), in which case Financier(s) shall substitute for Seller for purposes of this Agreement; provided, however, that Financier subsequently shall be entitled to assign its right under this Agreement in accordance with the provisions of Section 10.1.
c. Absent express written consent of Buyer, the execution of a security interest in this Agreement or the Solar Energy Facility, or any assignment from a Financier to another Financier, shall not relieve Seller from its obligations under this Agreement.
Release of Seller. Notwithstanding anything to the contrary contained herein, as a condition and prior to the Buy/Sell Closing under this Article Fourteen, the Seller and the Seller’s Affiliates (unless waived by the Seller) shall be released from any personal liability with respect to all Loans (including, without limitation, any liability associated with any guaranty or indemnity relating to a Loan). [Remainder of page intentionally left blank; signature page follows]
