Common use of Release of Seller Clause in Contracts

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, reasonable attorneys’ fees, court costs and costs incurred in the investigation, defense and settlement of claims) whether known or unknown, liquidated or contingent. The provisions of this Section 5.04 shall survive the Closing or termination of this Agreement.

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 Indemnified 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 Indemnified 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 Indemnified 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, reasonable attorneys’ fees, court costs and costs incurred in the investigation, defense and settlement of claims) whether known or unknown, liquidated or contingent. The provisions of this Section 5.04 shall survive the Closing or termination of this Agreement.

Release of Seller. Notwithstanding anything Except with respect to any controversy, claim or dispute arising out of or relating to the contrary contained in enforcement of this Agreement (except as hereinafter provided)Agreement, PurchaserBuyer, for itself and its agents, affiliates, successors and assigns, as of the Effective Date and the Closing Date, hereby releasesabsolutely and irrevocably waives, acquits releases and forever discharges Seller Seller, its affiliates, partners and their respective officers, shareholders, directors, agents, servants, contractors, employees, parent and subsidiary corporations and predecessors-in-interest (collectively the Seller Parties “Released Parties”) from any and all Lossesclaims, 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, lawsuitsactions, suits, liabilities (including, without limitation, strict liabilities), causes of actions, proceedingsdamages, obligationscounterclaims, debts, damagesdefenses, losses, costs, expensesobligations, diminutions in value, fines, interest, penalties, interest, charges, fees, expenses, judgments, decrees, awards, amounts paid in settlement liabilities and damages expenses of whatever every kind or nature (includingnature, without limitation, reasonable attorneys’ fees, court costs and costs incurred in the investigation, defense and settlement of claims) whether known or unknown, liquidated suspected or unsuspected, fixed or contingent, foreseen or unforeseen (collectively, “Released Claims”), arising out of or relating directly or indirectly to any circumstances or state of facts pertaining to Seller’s previous non-judicial foreclosure (“Foreclosure”) of the Property and subsequent ownership thereof, provided, however, that the foregoing shall not constitute a release of any of Seller’s obligations under this Agreement. The Buyer acknowledges that there is a risk that subsequent to the Closing Date, it will discover claims which were unknown at the time this Agreement is executed, which are based upon or are related to the Foreclosure of the Property and Seller’s subsequent ownership thereof, which if known by Buyer on the date that it executed this Agreement may have materially affected its decision to execute this Agreement and the release herein provided. Buyer hereby expressly assumes the risk of such unknown and unanticipated Released Claims and agrees that the release herein provided applies to all such unknown claims. Buyer agrees to pay to Seller and all of the other Released Parties, and each of them, all reasonable attorneys’ fees incurred by Seller and all of the other Released Parties in defending or otherwise responding to all Released Claims hereunder, or incurred in connection with the enforcement of the release herein provided, the provisions of this Section 5.04 which shall survive the Closing or termination Date. Buyer hereby waives the benefit of this AgreementSection 1542 of the California Civil Code which states: 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.

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 Indemnified 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 Indemnified 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 Indemnified 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, reasonable attorneys’ fees, court costs and costs incurred in the investigation, defense and settlement of claims) whether known or unknown, liquidated or contingent. The provisions of this Section 5.04 6.02 shall survive the Closing or termination of this Agreement.

Release of Seller. Notwithstanding anything to the contrary contained Except as specifically provided in this Agreement (except including, without limitation, as hereinafter providedspecifically provided in the representations and warranties of Seller provided herein), Purchaser, for itself Seller and its agentsprincipals, affiliatesagents and employees are hereby released from all responsibility and liability regarding the valuation, successors and assignssaleability, hereby releasesphysical condition or utility of the Property, acquits and forever discharges Seller and the Seller Parties from or its suitability for any and all Losses, which Purchaser purpose whatsoever. Buyer acknowledges that any information of any type that Buyer has received or may have in the futurereceive from Seller, arising from its property manager 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 conditionstheir respective agents, including, without limitation, any environmental reports and other physical conditions affecting surveys, is furnished on the Real Property whether express condition that Buyer shall make an independent verification of the same are accuracy of such information, all such information being furnished without any warranty whatsoever. Buyer hereby specifically waives the result provisions of Section 1542 of the California Civil Code (“Section 1542”) and any similar law of any Seller Party’s actionsother state, omissions territory or negligencejurisdiction. Section 1542 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, including any claim for indemnification or contribution arising under the Comprehensive Environmental Response, Compensation And Liability Act (42 U.S.C. Section 9601 et seqWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.) 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 ” BUYER’S INITIALS: /s/ OI NS Buyer hereby specifically acknowledges that Purchaser Buyer has carefully reviewed this Section subsection and has had the opportunity to discuss discussed its import with legal counsel and that the provisions of this Section subsection are a material part of this Agreement. The term “Losses” as used provisions of this Section 6.6 shall 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 no event be construed to restrict Buyer from commencing an action against Seller during the Survival Period for breach of whatever kind an express representation or nature (including, without limitation, reasonable attorneys’ fees, court costs and costs incurred in the investigation, defense and settlement of claims) whether known or unknown, liquidated or contingentwarranty made by Seller herein. The provisions of this Section 5.04 6.6 shall survive the Closing or termination of this AgreementClosing.

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 Indemnified 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 Indemnified 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 Indemnified 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, reasonable attorneys’ fees, court costs and costs incurred in the investigation, defense and settlement of claims) whether known or unknown, liquidated or contingent. The provisions of this Section 5.04 shall survive the Closing or termination of this Agreement.