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 Effective as of the Closing, Buyer and anyone claiming by, through or under Buyer hereby waives its right to the contrary contained in this Agreement (except as hereinafter provided)recover from and fully and irrevocably releases Seller, Purchaserits employees, for itself and its officers, directors, managers, members, partners, representatives, agents, servants, attorneys, affiliates, parent, subsidiaries, successors and assigns, hereby releasesand all persons, acquits firms, corporations and forever discharges Seller and the Seller Parties organizations in its behalf (“Released Parties”) from any and all Lossesclaims (including claims for contribution and/or indemnity) that it may now have or hereafter acquire against any of the Released Parties for any costs, which Purchaser has loss, liability, damage, expenses, demand, action or may have in the future, cause of action arising from or relating related to the Property including without limitation the valuation, saleability, physical condition or utility of the Property, or any construction defects, errors, omissions or other conditions, latent or otherwise, including any and all environmental matters, affecting the Property, or any portion thereof (collectively, the “Claims”). Except as otherwise provided herein, 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 to Seller. Notwithstanding anything in this Section 5.3 to the contrary, the parties hereby stipulate and agree that the releases and waivers included in this Section 5.3 do NOT extend to (i) any defects (patent or latent), errors or omissions in the Real Property whether the same are the result Claims related to Seller’s breach of any Seller Party’s actionsexpress representations, omissions or negligence; warranties set forth in Section 5.1 above or (ii) any other conditions, including, without limitation, environmental and other physical conditions affecting the Real Property whether the same are the result claims 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 fraud against Seller’s period of ownership of the Real Property and whether based on theories of indemnification, contribution or otherwise. The release Except as set forth in the preceding sentence, Buyer specifically waives the provision of California Civil Code Section 1542, which provides 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 has given Buyer material concessions regarding this Section specifically includes, without limitation, any claims under any Environmental Laws. Purchaser acknowledges that Purchaser had the opportunity transaction in exchange for Buyer agreeing 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 5.3. Seller and Buyer have each initialed this Section 5.3 to further indicate their awareness and acceptance of this Agreement. The term “Losses” as used in this Agreement shall mean any each 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 contingentevery provision hereof. The provisions of this Section 5.04 5.3 shall survive the Closing or termination of this Agreement.Closing. SELLER’S INITIALS _ BUYER’S INITIALS __