Common use of Release of Seller Clause in Contracts

Release of Seller. Except for a breach by Seller of the representations and warranties of Seller set forth in Article VII, as of the Sub-Escrow Closing, Buyer and anyone claiming by, through or under Buyer hereby fully and irrevocably releases Seller and its officers, directors, employees, accountants, attorneys, agents, successors and other persons, firms, corporations and organizations acting in or on behalf of Seller (collectively, the "Seller Parties") from any and all claims involving and/or relating to the Lot, this Agreement and/or the Additional Discretionary Sale that Buyer may now have or hereafter acquire against the Seller Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to any defects, errors, omissions or other conditions, latent or otherwise, including environmental matters, affecting the Lot, or any portion thereof, including, without limitation, 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 under any other provision of federal, state or local law, which Buyer had, has or may have, based upon the past, present or future presence, discharge, treatment, recycling, use, migration, storage, generation, release or transportation to or from the Lot of any hazardous materials or substances or the environmental condition of the Lot (including, without 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 in the future may have, 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. BUYER INITIAL HERE:

Release of Seller. Except for a breach by 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 representations Property and warranties 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 set forth from all duties, obligations, responsibility and liability pertaining to the Property in Article VIIany way, as including its condition, valuation, salability, financability or utility of the Sub-Escrow ClosingProperty, 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 and anyone claiming by, through or under Buyer hereby fully and irrevocably releases Seller and its officers, directors, employees, accountants, attorneys, agents, successors and other persons, firms, corporations and organizations acting in or on behalf of Seller (collectively, the "Seller Parties") from will be deemed to have WAIVED any and all claims involving and/or relating to the Lotobjections and complaints (including, this Agreement and/or the Additional Discretionary Sale that Buyer may now have or hereafter acquire against the Seller Parties for but not limited to, federal, state and local statutory and common law based actions, and any costs, loss, liability, damage, expenses, demand, action or cause 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 from before or related to any defects, errors, omissions or other conditions, latent or otherwise, including environmental matters, affecting after the Lot, or any portion thereofdate 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 Comprehensive Environmental Response, Compensation Leases. Buyer further hereby assumes the risk of changes in applicable laws 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 under any other provision of federal, state or local law, which Buyer had, has or may have, based upon the regulations relating to past, present or and future presenceenvironmental conditions on the Property and the risk that adverse physical characteristics and conditions, discharge, treatment, recycling, use, migration, storage, generation, release or transportation to or from the Lot of any hazardous materials or substances or the environmental condition of the Lot (including, without limitation, soil and groundwater thereon)the presence of Hazardous Materials or other contaminants, may not have been revealed by its investigation. 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 for Buyer and Buyer's release of the Seller Parties. The matters related herein are not limited to matters which are known’s successors and assigns, disclosed, suspected or foreseeable, and Buyer hereby waives any and all rights and benefits which Buyer now has, right it may have to commence a judicial proceeding or in the future may have, conferred upon Buyer by virtue arbitration naming Seller or any other Seller Parties as a defendant alleging Seller is a “Developer” 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. BUYER INITIAL HERE:Property.

Release of Seller. Except for a breach by Seller Buyer acknowledges that it will have the opportunity to inspect the Real Property and 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 representations Real Property and warranties 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 set forth from all duties, obligations, responsibility and liability pertaining to the Real Property or the Property in Article VIIany way, as including its condition, valuation, salability, financability or utility of the Sub-Escrow ClosingReal Property or 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 Real 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 and anyone claiming by, through or under Buyer hereby fully and irrevocably releases Seller and its officers, directors, employees, accountants, attorneys, agents, successors and other persons, firms, corporations and organizations acting in or on behalf of Seller (collectively, the "Seller Parties") from will be deemed to have WAIVED any and all claims involving and/or relating to the Lotobjections and complaints (including, this Agreement and/or the Additional Discretionary Sale that Buyer may now have or hereafter acquire against the Seller Parties for but not limited to, federal, state and local statutory and common law based actions, and any costs, loss, liability, damage, expenses, demand, action or cause 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 any physical characteristics and any existing conditions of the Real Property or the Property, whether arising from before or related to any defects, errors, omissions or other conditions, latent or otherwise, including environmental matters, affecting after the Lot, or any portion thereofdate of this Agreement, including, without limitation, any obligations relating to the physical, environmental or legal compliance status of the Real Property or the Property, or the lessor's obligations under the Comprehensive Environmental Response, Compensation Leases. Buyer further hereby assumes the risk of changes in applicable laws 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 under any other provision of federal, state or local law, which Buyer had, has or may have, based upon the regulations relating to past, present or and future presenceenvironmental conditions on the Real Property and the risk that adverse physical characteristics and conditions, discharge, treatment, recycling, use, migration, storage, generation, release or transportation to or from the Lot of any hazardous materials or substances or the environmental condition of the Lot (including, without limitation, soil and groundwater thereon)the presence of Hazardous Materials or other contaminants, may not have been revealed by its investigation. 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 for Buyer and Buyer's release of the Seller Parties. The matters related herein are not limited to matters which are knownsuccessors and assigns, disclosed, suspected or foreseeable, and Buyer hereby waives any and all rights and benefits which Buyer now has, right it may have to commence a judicial proceeding or in the future may have, conferred upon Buyer by virtue arbitration naming Seller or any other Seller Parties as a defendant alleging Seller is a “Developer” of the provisions of Section 1542 of Real Property or 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. BUYER INITIAL HERE:Property.