Common use of Release of Seller Clause in Contracts

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. Purchaser for itself Buyer, on behalf of itself, its successors, assigns and affiliates, and any Person claiming by, through or under Buyer (collectively, the “Releasing Parties”), hereby releases and forever discharges Seller, the FRBNY, U.S. Bank, BlackRock, BOA, Broker, all affiliates of, and any holders of any direct or indirect interest in (including, without limitation, all certificate holders) any of the foregoing, and each of its present and future their respective officers, directors, shareholders, members, shareholdersprincipals, officersmanagers, employees, representatives, agents, partiesservicers, affiliatesoperating advisors, representatives, attorneys, subsidiaries, parent other advisors and affiliated corporationsconsultants, predecessors, successorssuccessors and assigns, and assigns all Persons acting on their behalf (collectively, "PURCHASER-RELATED ENTITIES"all such Persons being collectively referred to as the “Released Parties”), hereby fully of and irrevocably releases, acquits and discharges the Seller Indemnified Parties from any and all Lossescauses of action, claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, judgments, debts, controversies, damages, costs, losses and expenses, and remedies of whatsoever kind and nature that Buyer or any other Releasing Party has or may in the future have against Seller or any other Released Parties, and in any manner on account of, arising out of or related (directly or indirectly) to the transactions contemplated by this Agreement, any Obligor, the Loan, the Loan Documents, the Loan File, the Pending Proceedings and the Collateral, whether known or unknown, existing past, present or potentialfuture, which Purchaser latent or the Purchaser-Related Entities have patent, suspected or assert unsuspected, anticipated or hereafter may have or assertunanticipated, 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 each as though fully set forth in this Agreement, or Seller's fraud. The term "HAZARDOUS MATERIALS" means and includes flammable explosives, petroleum herein at length (including crude oil), radioactive materials, hazardous wastes, toxic substances or related materials, including, without limitation, any substances defined as claims based on reliance upon Seller for matters expressly stated otherwise in this Agreement (for example only, matters based on the actual or included alleged presence of Hazardous Materials on the Property, or based on lender liability, fraud, duress, illegality, usury, waiver, bad faith, servicing, administration or negotiation of the Loan or Loan Documents, or interference in the definition business of toxic any Obligor)) (the “Released Matters”); provided, however, that the Released Matters shall not include, and Buyer does not release Seller from, any claims or hazardous substancescauses of action arising by reason of Seller’s material breach of this Agreement (including, wastes without limitation, any material breach of the Seller’s Representations). The foregoing waiver and release includes claims of which the Releasing Parties are presently unaware or materials under which the Releasing Parties do not presently suspect to exist which, if known by the Releasing Parties, would materially affect the Releasing Parties’ release of the Released Parties, and including without limitation any federal and all claims that are direct and/or indirect, contingent or applicable state matured, or local lawsof whatever kind or nature, ordinances for or regulations because of any matter or things done, omitted or permitted to be done by any of the Released Parties, at law or in equity. Buyer on behalf of itself and each other Releasing Parties (a) understands, acknowledges and agrees that the waiver and release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against or dismissal of any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release, (b) agrees that no fact, event, circumstance, evidence, or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the waiver and release set forth above, (c) agrees, represents and warrants that each realizes and acknowledges that factual matters now unknown to them may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and it further agrees, represents and warrants that this release has been negotiated and agreed upon in light of that realization and that the Releasing Parties nevertheless hereby intend to release, discharge and acquit the Released Parties from any and all such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which in any way arise out of, are connected with, or relate to, any Obligor, the Loan, the Loan Documents, the Collateral, the Pending Proceedings or any remedial action taken by Lender in connection therewith. It is hereby further understood and agreed that the acceptance of delivery of this Agreement by the Seller shall not be deemed or construed as an admission of liability by any party released by the terms hereof, and Seller on behalf of itself and each such other party hereby expressly denies liability of any nature whatsoever arising from or related to the subject of the foregoing release. Buyer hereby represents and warrants that (i) it owns all of the purported claims, rights, demands and causes of action that are being released by the foregoing release and that no other Person has any interest in said claims, rights, demands or causes of action whether by reason of any contract or dealing with the Releasing Parties or otherwise pertaining otherwise, and (ii) Buyer has not assigned to toxic any other Person all or hazardous substancesany part of such claims, wastesrights, demands or materials (collectivelycauses of action. Buyer hereby acknowledges, "HAZARDOUS SUBSTANCES LAWS")represents and warrants that it has had advice of counsel of its own choosing in negotiations for and the preparation of the foregoing release, that it has read the foregoing release or has had the same read to it by its counsel, that it has had the within release fully explained by such counsel, and that it is fully aware of its contents and legal effect.

Release of Seller. Purchaser Except for itself a breach by Seller of the representations and each warranties of its present Seller set forth in Article VII, as of the Sub-Escrow Closing, Buyer and future directorsanyone claiming by, members, shareholders, officers, employees, agents, parties, affiliates, representatives, attorneys, subsidiaries, parent and affiliated corporations, predecessors, successors, and assigns (collectively, "PURCHASER-RELATED ENTITIES"), through or under Buyer hereby fully and irrevocably releasesreleases Seller and its officers, acquits directors, employees, accountants, attorneys, agents, successors and discharges other persons, firms, corporations and organizations acting in or on behalf of Seller (collectively, the "Seller Indemnified Parties Parties") from any and all Lossesclaims involving and/or relating to the Lot, whether known or unknown, existing or potential, which Purchaser or this Agreement and/or the Purchaser-Related Entities Additional Discretionary Sale that Buyer may now have or assert or hereafter may have or assert, acquire against any of the Seller Indemnified Parties by reason for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to any purported act defects, errors, omissions or omission on other conditions, latent or otherwise, including environmental matters, affecting the part of any of the Seller Indemnified Parties occurring prior to the Closing, which Losses are based upon, arise out ofLot, 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 materialsportion thereof, including, without limitation, any substances defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601, et seq., as amended and/or the provisions of California Health and Safety Code Section 25100, et seq., as amended, or included in the definition of toxic or hazardous substances, wastes or materials under any federal or applicable other provision of federal, state or local lawslaw, ordinances which Buyer had, has or regulations dealing with may have, based upon the past, present or otherwise pertaining future presence, discharge, treatment, recycling, use, migration, storage, generation, release or transportation to toxic or from the Lot of any hazardous substancesmaterials or substances or the environmental condition of the Lot (including, wasteswithout limitation, soil and groundwater thereon). Unknown, unsuspected and/or undiscoverable hazardous materials or substances may hereafter be discovered on or about the Lot, and Buyer knowingly releases the Seller Parties from any and all liability related thereto. This release includes claims of which Buyer is presently unaware or which Buyer does not presently suspect to exist which, if known by Buyer, would materially affect Buyer's release of the Seller Parties. The matters related herein are not limited to matters which are known, disclosed, suspected or foreseeable, and Buyer hereby waives any and all rights and benefits which Buyer now has, or materials (collectivelyin the future may have, "HAZARDOUS SUBSTANCES LAWS")conferred upon Buyer by virtue of the provisions of Section 1542 of the California Civil Code, which 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 RELEASES, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Each of the foregoing provisions has been specifically negotiated and approved by Buyer and Seller, each party has fully read the foregoing, has had an opportunity to discuss all of the foregoing with legal counsel of its choosing and fully understands the legal and practical effect of the foregoing. The provisions of this Section 6.2 shall survive the Closing.

Release of Seller. 7.1 Except for the representations made by Seller in Section 8.1 and covenants and/or duties that Seller or its representatives undertake in accordance with this Contract (a violation of which shall not be covered by the release in this Section 7.1), Purchaser for itself hereby waives, releases and forever discharges Seller and all of Seller’s affiliates, subsidiaries, officers, directors, shareholders, employees, independent contractors, partners, members, representatives, agents, and attorneys, and the respective successors and assigns of all such parties (collectively the “Released Parties”), and each of its present and future directorsthem, 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 Lossescauses of action, whether claims, assessments, losses, damages (compensatory, punitive or other), liabilities, obligations, reimbursements, costs and expenses of any kind or nature, actual or contingent, present, future, known or unknown, existing suspected 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 materialsunsuspected, including, without limitation, any substances defined as or included in the definition of toxic or hazardous substancesinterest, wastes or materials under any federal or applicable state or local lawspenalties, ordinances or regulations dealing with or otherwise pertaining to toxic or hazardous substancesfines, wastes, or materials and attorneys’ and experts’ fees and expenses (collectively, "HAZARDOUS SUBSTANCES LAWS"“Claims & Liabilities”), whether caused by, arising from, or premised, in whole or in part, upon Seller’s acts or omissions, and notwithstanding that such acts or omissions are negligent or intentional, or premised in whole or in part on any theory of strict or absolute liability, which Purchaser, its successors or assigns or any subsequent purchaser of the Premises may have or incur in any manner or way connected with, arising from, or related to, the Premises, including, without limitation: (i) the environmental condition of the Premises, (ii) actual or alleged violations of environmental laws or regulations in connection with the Premises and/or any property conditions; (iii) latent or patent defects in the Improvements; (iv) all matters pertaining to land use, zoning, permits, licenses, building codes, and similar matters; and (v) all matters pertaining to the GSA Lease. Purchaser agrees, represents and warrants that the matters released herein are not limited to matters which are known, disclosed, suspected or foreseeable, and Purchaser hereby waives any and all rights and benefits which it now has, or in the future may have, conferred upon Purchaser by virtue of the provisions of any law which would limit or detract from the foregoing general release of known and unknown claims.

Release of Seller. Purchaser Each of the SPAC and Buyer, for itself and each of its present direct and future directorsindirect affiliates, parent corporations, subsidiaries, subdivisions, successors, predecessors, members, shareholders and assigns (collectively the “SPAC and Buyer Releasors”), hereby (i) releases, acquits and forever discharges the resigning directors and officer listed on Schedules II(a) and II (b) and Seller 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, parties, affiliates, representatives, agents and attorneys, subsidiariesand their heirs, parent and affiliated corporationsexecutors, predecessorsadministrators, successorstrustees, successors and assigns (the parties so released, herein each a “Seller Releasee” and collectively, "PURCHASER-RELATED ENTITIES"), hereby fully the “Seller Releasees”) of and irrevocably releases, acquits and discharges the Seller Indemnified Parties from any and all Lossescauses 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, existing fixed or potentialcontingent, which Purchaser or the Purchaser-Related Entities SPAC and Buyer Releasors ever had, now have or assert hereafter can, shall or hereafter may have or assert, against any of Seller Releasees relating to the Seller Indemnified Parties by reason of any purported act SPAC that accrued or omission on the part of any of the Seller Indemnified Parties occurring may have accrued prior to the Closingdate hereof (collectively, which Losses are based upon“Seller Released Claims”) and (b) covenants not to institute, arise out ofmaintain or prosecute any action, claim, suit, complaint, proceeding or are in cause of action or any way connected with kind to enforce 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 PropertySeller Released Claims; provided however, that nothing contained in this Section 8.14(a) 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 Seller Releasee with regard to any representation or warranty or the breach of any covenant of a Seller 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 SPAC and Buyer Releasor expressly covenants and agrees that the release granted by it in this Section shall be binding in all respects upon the SPAC and Buyer Releasors and shall inure to the benefit of the successors and assigns of the Seller from Seller's representations Releasees, and warranties set forth agrees that the Seller Releasees shall have no further liabilities or obligations to the SPAC and Buyer Releasors, except as provided in this Agreement, . Excluded from the foregoing releases are any claims relating to 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 arising from the definition enforcement 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")this Agreement.

Release of Seller. Purchaser for The acknowledgments and agreements contained in this Annex 1 constitute a conclusive admission that Assignee, as a sophisticated, knowledgeable investor in commercial property, has relied upon its own judgment as to any matter germane to the Property, or its purchase or contemplated use thereof, and that any other statement with respect thereto, whether oral, written, constructive, express or implied, is immaterial to Assignee. Effective as of the Closing Date, Assignee, on behalf of itself and each of its present and future directorsaffiliates, memberssubsidiaries, partners, limited partners, shareholders, directors, officers, employees, agents, partiescontractors, affiliatesattorneys, lenders, representatives, attorneysadministrators, trustees, successors and assigns, hereby releases and forever discharges Seller and its affiliates, subsidiaries, parent and affiliated corporationspartners, predecessorslimited partners, shareholders, directors, officers, employees, agents, contractors, attorneys, lenders, representatives, administrators, trustees, successors, and assigns (collectively, "PURCHASER-RELATED ENTITIES"), hereby fully and irrevocably releases, acquits and discharges the Seller Indemnified Parties from any and all Lossesclaims, causes of action, derivative actions, administrative actions, actions at law or in equity, demands, damages, fees, costs, losses, expenses and liabilities of any nature – whether known or unknown, existing suspected or potentialunsuspected, which Purchaser contingent or the Purchaser-Related Entities have fixed – that Assignee has or assert or hereafter may have or assertin the future, against any arising out of the Seller Indemnified Parties by reason of any purported act physical, environmental, economic or omission on the part of any legal condition of the Seller Indemnified Parties occurring prior Property, its compliance with applicable laws and regulations or its fitness for Assignee’s intended purpose; provided, however, that the foregoing release shall not apply 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) any obligations of Seller arising under the conditionLeaseback Lease during the term thereof, status, quality, nature, contamination or environmental state of the Property; (ii) any violation ofSeller’s obligations under Section 10.9 or Article 11 of the Agreement, 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, disposalclaims for contribution to or indemnity of cleanup and remediation costs that are incurred due to an order issued by, or presence legal action brought by, any applicable governmental authority for a release of any "Hazardous Materials" (defined below) onhazardous materials, underhazardous waste, or about the Property orother contaminants in violation of applicable environmental laws, but only to the extent affecting the Property, any property in the vicinity of the Property; provided however, nothing contained in this Section shall those cleanup and remediation costs that are caused by Seller’s 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 of hazardous 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, wasteswaste, or materials (collectivelyother contaminants in violation of applicable environmental laws prior to the Closing Date. In giving the foregoing release, "HAZARDOUS SUBSTANCES LAWS")Assignee hereby acknowledges that it has read and does hereby waive the provisions of §1542 of the California Civil Code, which reads as follows: “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 provisions of this Section 1.2 shall survive Closing.

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, "PURCHASERPurchaser-RELATED ENTITIESRelated 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 "CLAIMClaim" and collectively, the "CLAIMSClaims"): (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 MATERIALSHazardous 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 LAWSHazardous Substances Laws").

Release of Seller. (a) Without limiting the provisions of Section 1.2, effective as of the Closing Date, Purchaser for itself hereby irrevocably and each absolutely waives its right to recover from, and forever releases and discharges, and covenants not to file or otherwise pursue any legal action against, Seller or its Affiliates or any direct or indirect partner, member, manager, trustee, director, shareholder, controlling person, Affiliate, officer, attorney, employee, agent or broker of its present any of the foregoing, and future directors, members, shareholders, officers, employees, agents, parties, affiliates, representatives, attorneys, subsidiaries, parent and affiliated corporations, predecessorsany of their respective heirs, successors, personal representatives and assigns (each, a “Seller Party”, and collectively, "PURCHASER-RELATED ENTITIES"), hereby fully and irrevocably releases, acquits and discharges the “Seller Indemnified Parties from Parties”) with respect to any and all Lossessuits, actions, proceedings, investigations, demands, claims, liabilities, fines, penalties, liens, judgments, losses, injuries, damages, settlement expenses or costs of whatever kind or nature, whether direct or indirect, known or unknown, existing contingent 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 otherwise (including crude oilany action or proceeding brought or threatened or ordered by any Governmental Entity), radioactive materials, hazardous wastes, toxic substances or related materials, including, without limitation, attorneys’ and experts’ fees and expenses, and investigation and remediation costs that may arise on account of or in any substances defined way be connected with the condition of any Property or any portion thereof as of the Closing Date (collectively, “Claims”), including, without limitation, the physical, environmental and structural condition of any Property or included any law or regulation applicable thereto, or any other matter relating to the use, presence, discharge or release of Hazardous Materials on, under, in, above or about any of the Properties; provided, however, the foregoing provision of this Section 1.3 shall not apply with respect to (i) any Claim by Purchaser against (y) any Seller Party for any act of that Seller Party that constitutes fraud, or (z) Seller for any breach of the representations, warranties, covenants, or other agreements set forth in this Agreement or in any document or instrument delivered in connection herewith (including, without limitation, any closing document), subject, with respect to clause (z), to the definition extent applicable, to the limitations and conditions provided in Section 10.2 and the limitations set forth in Article XI (including, without limitation, Section 11.1 and Section 11.5), or (ii) Purchaser’s right to implead or otherwise seek joinder of toxic Seller with respect to any Claims brought against Purchaser by a third party unaffiliated with Purchaser (including a Governmental Entity) arising out of or hazardous substancesrelating to violations of Environmental Laws existing prior to the Closing Date and for which Seller would be liable under applicable Law. For purposes of clarification, wastes although Seller may be determined to have liability to third parties as part of the Claim in respect of which Seller is impleaded or materials joined by Purchaser, under no circumstances shall Purchaser (as distinguished from such third party) be entitled to any federal contribution or applicable other payment from Seller pursuant to clause (ii) (including, without limitation, any right to contribution under or pursuant to (v) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as the same may have been or may be amended from time to time, (w) any other federal, state or local lawsLaw, ordinances now or regulations dealing hereafter in effect, that deals with or otherwise pertaining in any manner relates to, environmental matters of any kind, (x) any regulations promulgated under (v) or (w), (y) the common law or (z) otherwise), unless awarded as part of the judgment in respect of the Claim to toxic which Seller was impleaded or hazardous substancesjoined. (b) In connection with this Section 1.3, wastes, Purchaser expressly waives the benefits of any provision or materials principle of federal or state law or regulation that may limit the scope or effect of the foregoing waiver and release. (collectively, "HAZARDOUS SUBSTANCES LAWS")c) This Section 1.3 shall survive the Closing or earlier termination of this Agreement.

Release of Seller. Purchaser Except for itself and each (i) any claim of its present and future directorsa breach by Seller of any of Seller’s warranties, membersrepresentations, 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 obligations or unknown, existing covenants set forth herein or potential, which Purchaser or the Purchaser-Related Entities have or assert or hereafter may have or assert, against in any of the Closing Documents delivered by Seller Indemnified Parties by reason of at Closing, or (ii) with respect to any purported act third party claims arising or omission on the part of otherwise pertaining to any of the Seller Indemnified Parties occurring period prior to the Closing, effective from and after the Closing Buyer, on behalf of itself and its successors and assigns, waives its right to recover from, and forever releases and discharges, Seller, Seller’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 Losses are based upon, Buyer may have at the Closing Date or which may arise out of, in the future that may arise on account of or are in any way be connected with any of the following (each, a "CLAIM" and collectively, the "CLAIMS"): (ia) the condition, status, quality, nature, contamination or physical and environmental state condition of the Property, including, without limitation, all structural and seismic elements; (ii) any violation ofall mechanical, noncompliance withelectrical, or enforcement plumbing, sewage, heating, ventilating, air conditioning and other systems; the environmental condition 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 "Property and Hazardous Materials" (defined below) Substances on, under, under or about the Property orProperty, and (b) Environmental Laws as applicable to the extent affecting the Property, any property in the vicinity physical and environmental condition of the Property. The provisions of this Section 7.3 shall survive the Closing subject only to the applicable statute of limitations; provided provided, however, nothing contained in this Section 7.3 shall be deemed to limit the obligations of the parties to the Lease. Buyer acknowledges that Buyer is represented by counsel and that Buyer understands the significance of executing this Agreement and the general release Seller from Seller's representations and warranties of claims set forth in above. Buyer has read and has been fully advised of the contents of Section 1542 of the Civil Code of the State of California and Buyer 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 BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Seller advises that this Agreement, or release and waiver was a material consideration for Seller's fraud’s execution of this Agreement and that Seller would not have executed this Agreement without Buyer’s agreement to this release and waiver. The term "HAZARDOUS MATERIALS" means foregoing release and includes flammable explosiveswaiver shall survive the Closing subject only to the applicable statute of limitations. /s/ JNC, 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")./s/ MAT /s/ CW Buyer’s Initials Seller’s Initials

Release of Seller. Purchaser (a) Without limiting the provisions of Section 1.4, Purchaser, for itself and each any of its present successors and future directorsassigns and their Affiliates, members, shareholders, officers, employees, agents, parties, affiliates, representatives, attorneys, subsidiaries, parent hereby irrevocably and affiliated corporations, predecessors, successorsabsolutely waives its right to recover from, and assigns (collectivelyforever releases and discharges, "PURCHASER-RELATED ENTITIES")and covenants not to file or otherwise pursue any legal action against, 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 or its Subsidiaries or their respective Affiliates or any purported act direct or omission on the part indirect partner, member, manager, trustee, director, shareholder, controlling person, Affiliate, officer, attorney, employee, agent or broker of any of the Seller Indemnified Parties occurring prior to the Closingforegoing, which Losses are based upon, arise out of, or are in any way connected with and any of the following their respective heirs, successors, personal representatives and assigns (each, a "CLAIM" Seller Party", and collectively, the "CLAIMSSeller Parties"): (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 any and all suits, actions, proceedings, investigations, demands, claims, liabilities, fines, penalties, liens, judgments, losses, injuries, damages, settlement expenses or costs of whatever kind or nature, whether direct or indirect, known or unknown, contingent or otherwise (including any action or proceeding brought or threatened or ordered by any Governmental Entity), including, without limitation, attorneys' and experts' fees and expenses, and investigation and remediation costs that may arise on account of or in any way be connected with the Property; Real Estate Business, any Partnership Interest or any Property or any portion thereof (iii) collectively, "Claims"), including, without limitation, the physical, environmental and structural condition of any Property or any law or regulation applicable thereto, or any other matter relating to the use, generationpresence, storage, release, threatened release, discharge, disposal, discharge or presence release of any "Hazardous Materials" (defined below) Materials on, under, in, above or about the Property or, to the extent affecting the Property, any property in the vicinity of the PropertyProperties; provided provided, however, nothing contained in the foregoing provision of this Section 1.5 shall release not apply with respect to any Claim by Purchaser against (i) any Seller from Seller's representations and Party for any act of that Seller Party that constitutes fraud, (ii) Seller or any of its Subsidiaries for any breach of the representations, warranties or covenants set forth in this Agreement, subject to the limitations and conditions provided in Sections 10.2, 11.5 and 11.6, if applicable, 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, iii) Seller for its obligations under this Agreement 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")Sections 2.4 and 11.