Common use of Seller Released from Liability Clause in Contracts

Seller Released from Liability. Except with respect to, and in connection with, any rights granted to Purchaser hereunder which survive Closing with respect to Seller’s representations, warranties, covenants, agreements and obligations contained in this Agreement and/or in any closing document executed by Seller at Closing, as limited by Section 16.1 of this Agreement, Purchaser, on behalf of itself and its partners, officers, directors, agents, controlling persons and Affiliates, hereby releases Seller and Seller’s Affiliates and their respective partners, members, owners, officers, directors, agents, representatives and controlling persons (collectively, the “Seller Released Parties”) from any and all liability, responsibility, penalties, fines, suits, demands, actions, losses, damages, expenses, causes of action, proceedings, judgments, executions, costs of any kind or nature whatsoever and claims that Purchaser may have against Seller and/or the other Seller Released Parties (collectively, “Claims”) arising out of or related to any matter or any nature relating to the Property or its condition (including, without limitation, the presence in the soil, soil gas, air, structures and surface and subsurface waters, of any Hazardous Substances or any chemical, material or substance that may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and/or 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, any latent or patent construction defects, errors or omissions, compliance with law matters, any statutory or common law right Purchaser may have for property damage Claims, bodily injury Claims, contribution or cost recovery Claims or any other Claims under Environmental Laws and/or to receive disclosures from Seller, including, without limitation, any disclosures as to the Property’s location within areas designated as subject to flooding, fire, seismic or earthquake risks by any federal, state or local entity, the need to obtain flood insurance, the certification of water heater bracing and/or the advisability of obtaining title insurance, or any other condition or circumstance affecting the Property, its financial viability, use of operation, or any portion thereof), valuation, salability or utility of the Property, or its suitability for any purpose. Without limiting the foregoing, except with respect to, and in connection with, any rights granted to Purchaser hereunder which survive Closing with respect to Seller’s representations, warranties, covenants, agreements and obligations contained in this Agreement and/or in any closing document executed by Seller at Closing, as limited by Section 16.1 of this Agreement, Purchaser specifically releases Seller and the Seller Released Parties from any claims Purchaser may have against Seller and/or the other Seller Released Parties now or in the future arising from the environmental condition of the Property or the presence of Hazardous Substances or contamination on or emanating from the Property, including any rights of contribution or indemnity. The foregoing waivers and releases by Purchaser shall survive either (i) the Closing and shall not be deemed merged into the provisions of any closing documents, or (ii) any termination of this Agreement.

Seller Released from Liability. Except with respect to, and in connection with, any rights granted to Purchaser hereunder which survive Closing with respect to Seller’s representations, warranties, covenants, agreements and obligations contained in this Agreement and/or in any closing document executed by Seller at Closing, as limited by Section 16.1 of this Agreement, PurchaserBuyer, on behalf of itself and its partners, officers, directors, agents, controlling persons heirs, successors and Affiliatesassigns, hereby releases waives, releases, acquits and forever discharges Seller and Seller’s Affiliates EAGL Parent and their respective partners, membersaffiliates, owners, officers, directors, agentspartners, employees, agents and representatives of and controlling persons (collectively, the “Seller Released Parties”) from any and all liabilityclaims actions, responsibility, penalties, fines, suitscauses of actions, demands, actions, lossesrights, damages, expensescosts, causes expenses or compensation whatsoever, direct or indirect, known or unknown foreseen or unforeseen, which Buyer or any of actionBuyer’s heirs, proceedingssuccessors, judgments, executions, costs of any kind or nature whatsoever and claims that Purchaser assigns now has or which may have against Seller and/or arise in the other Seller Released Parties (collectively, “Claims”) arising out future on account of or in any way related to any matter or any nature relating to in connection with the Property or its condition (includingincluding its physical condition and its compliance with applicable laws, without limitation, and the presence in the soil, soil gas, air, structures and surface and subsurface waters, of any Hazardous Substances Materials or any chemical, material substances that have been or substance that may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and/or and that may need to be specially treated, handled and/or removed from the Property or the Cowboys Golf Club under current or future federal, state and local laws, regulations or guidelines, any latent or patent construction defects, errors or omissions, compliance with law matters, any statutory or common law right Purchaser may have for property damage Claims, bodily injury Claims, contribution or cost recovery Claims or any other Claims under Environmental Laws and/or to receive disclosures from Seller, including, without limitation, any disclosures as to the Property’s location within areas designated as subject to flooding, fire, seismic or earthquake risks by any federal, state or local entity, the need to obtain flood insurance, the certification of water heater bracing and/or the advisability of obtaining title insurance, or any other condition or circumstance affecting the Property, its financial viability, use of operation, or any portion thereof), valuation, salability or utility of the Property, or its the Cowboys Ownership Interests and the Cowboys Golf Club, their suitability for any purpose. Without limiting purpose whatsoever and any past, present or future aspect, feature, characteristic, circumstance or condition arising out of or in connection with the foregoingProperty, the Cowboys Ownership Interests or the Cowboys Golf Club, except with respect to, and in connection with, any rights granted to Purchaser hereunder which survive Closing with respect to the extent that such responsibility or liability is the result of the breach (if any) of Seller’s representations, warranties, covenants, agreements or Eagl Parent’s representations under Sections 7.1 and obligations contained in this Agreement and/or in any closing document executed by Seller at Closing7.2 hereof, as limited by Section 16.1 of this Agreement7.3, Purchaser specifically releases Seller and the Seller Released Parties from any claims Purchaser may have against Seller and/or the other Seller Released Parties now or in the future arising from the environmental condition of the Property or the presence of Hazardous Substances or contamination on or emanating from the Property, including any rights of contribution or indemnityRetained Liabilities. The foregoing waivers and releases by Purchaser shall survive either (i) the Closing and shall not be deemed merged into the provisions of any closing documents, or (ii) any termination of this AgreementTHE FOREGOING WAIVER AND RELEASE SHALL APPLY TO ANY AND ALL SUCH CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SELLER AND/OR MATTER WHICH CREATED ANY STRICT LIABILITY UNDER APPLICABLE ENVIRONMENTAL LAWS.

Seller Released from Liability. Except with respect toFrom and after the Closing, and in connection withexcept for claims based upon a showing of actual fraud, any rights granted to Purchaser hereunder which survive Closing with respect to intentional misrepresentation, or material breaches of Seller’s representations, warranties, covenants, agreements representations and obligations contained warranties under Sections 6.1 and 9.7 hereof or breaches of Seller’s covenants expressly set forth in this Agreement and/or in any closing document executed by Seller at Closing, as limited by Section 16.1 of this Agreement, Purchaserand except as expressly set forth in Seller’s Closing Documents, on behalf of itself Seller (and its partnersSeller’s shareholders, affiliates, directors, officers, directors, agents, controlling persons employees and Affiliates, hereby releases Seller and Seller’s Affiliates and their respective partners, members, owners, officers, directors, agents, representatives and controlling persons (collectively, the “Seller Released Parties”) from any and all liability, responsibility, penalties, fines, suits, demands, actions, losses, damages, expenses, causes of action, proceedings, judgments, executions, costs of any kind or nature whatsoever and claims that Purchaser may have against Seller and/or the other Seller Released Parties (collectively, “Claims”) arising out of or related to any matter or any nature relating to the Property or its condition (agents including, without limitation, LaSalle and Broker and their respective members, directors, officers, employees and affiliates) is hereby released from all responsibility and liability to Buyer regarding (a) the condition (including the presence in the soil, soil gas, air, structures and surface and subsurface waters, of any Hazardous Substances Materials or any chemical, material substances that have been or substance that may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and/or 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, any latent or patent construction defects, errors or omissions, compliance with law matters, any statutory or common law right Purchaser may have for property damage Claims, bodily injury Claims, contribution or cost recovery Claims or any other Claims under Environmental Laws and/or to receive disclosures from Seller, including, without limitation, any disclosures as to the Property’s location within areas designated as subject to flooding, fire, seismic or earthquake risks by any federal, state or local entity, the need to obtain flood insurance, the certification of water heater bracing and/or the advisability of obtaining title insurance, or any other condition or circumstance affecting the Property, its financial viability, use of operation, or any portion thereof), valuation, salability or utility of the Property, or its suitability for any purpose. Without limiting purpose whatsoever, (b) any matter concerning the foregoingLeases or Tenants, except with respect to(c) the effect or applicability of any Laws (including, without limitation) zoning codes and in connection withother Laws governing the use and development of the Real Property), (d) the accuracy or completeness of any rights granted to Purchaser hereunder which survive Closing with respect to Seller’s statements, representations, warranties, covenantsdeterminations, agreements and obligations conclusions, assessments, assertions or other information contained in this Agreement and/or in any closing document executed by Seller at Closing, as limited by Section 16.1 of this Agreement, Purchaser specifically releases Seller and the Seller Released Parties from any claims Purchaser may have against Seller and/or the other Seller Released Parties now or in the future arising from the environmental condition of the Property Due Diligence Items, or the presence any misrepresentation (absent a showing of Hazardous Substances actual fraud or contamination on or emanating from intentional misrepresentation) failure to disclose information relating to the Property, including any rights the Leases or the Tenants, and (e) and defect, inaccuracy or inadequacy in Seller’s title to the Property, legal description of contribution the Property, covenants, restrictions, encumbrances or indemnity. The foregoing waivers and releases by Purchaser shall survive either (i) encroachments that affect the Closing and shall not be deemed merged into the provisions of any closing documents, or (ii) any termination of this AgreementProperty.

Seller Released from Liability. Except with respect to, and in connection with, any rights granted to Purchaser hereunder which survive Closing with respect to Seller’s representations, warranties, covenants, agreements and obligations contained in this Agreement and/or in any closing document executed by Seller at Closing, as limited by Section 16.1 of this Agreementfor the Excluded Claims, Purchaser, on behalf of itself and its partners, members, officers, directors, agents, controlling persons and Affiliates, hereby releases Seller and Seller, Seller’s Affiliates and their respective partners, members, owners, officers, directors, agents, representatives and controlling persons (collectively, the “Seller Released Parties”) from any and all liability, responsibility, penalties, fines, suits, demands, actions, losses, damages, expenses, causes of action, proceedings, judgments, executions, costs of any kind or nature whatsoever and claims that Purchaser may have against Seller and/or the other Seller Released Parties (collectively, “Claims”) arising out of or related to any matter or any nature relating to the Property or its condition (including, without limitation, the presence in the soil, soil gas, air, structures and surface and subsurface waters, of any Hazardous Substances or any chemical, material or substance that may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and/or 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, any latent or patent construction defects, errors or omissions, compliance with law matters, any statutory or common law right Purchaser may have for property damage Claims, bodily injury Claims, contribution or cost recovery Claims or any other Claims under Environmental Laws and/or to receive disclosures from Seller, including, without limitation, any disclosures as to the Property’s location within areas designated as subject to flooding, fire, seismic or earthquake risks by any federal, state or local entity, the need to obtain flood insurance, the certification of water heater bracing and/or the advisability of obtaining title insurance, or any other condition or circumstance affecting the Property, its financial viability, use of operation, or any portion thereof), valuation, salability or utility of the Property, or its suitability for any purpose, except Purchaser does not release Seller for the breach of any representations and warranties made by Seller expressly set forth in this Agreement. Without limiting the foregoing, except with respect to, and in connection with, any rights granted to Purchaser hereunder which survive Closing with respect to Seller’s representations, warranties, covenants, agreements and obligations contained in this Agreement and/or in any closing document executed by Seller at Closing, as limited by Section 16.1 of this Agreement, Purchaser specifically releases Seller and the Seller Released Parties from any claims Purchaser may have against Seller and/or the other Seller Released Parties now or in the future arising from the environmental condition of the Property or the presence of Hazardous Substances or contamination on or emanating from the Property, including any rights of contribution or indemnity. The foregoing waivers and releases by , except Purchaser shall survive either (i) does not release Seller for the Closing and shall not be deemed merged into the provisions breach of any closing documents, representations and warranties made by Seller expressly set forth in this Agreement or (ii) for any termination of this Agreement.Excluded Claims. _________________ Purchaser Initials

Seller Released from Liability. Except with respect toFrom and after the Closing, and in connection withexcept for claims based upon a showing of actual fraud, any rights granted to Purchaser hereunder which survive Closing with respect to intentional misrepresentation, or material breaches of Seller’s representations, warranties, covenants, agreements representations and obligations contained warranties under Sections 6.1 and 9.7 hereof or breaches of Seller’s covenants expressly set forth in this Agreement and/or in any closing document executed by Seller at Closing, as limited by Section 16.1 of this Agreement, Purchaserand except as expressly set forth in Seller’s Closing Documents, on behalf of itself Seller (and its partnersSeller’s shareholders, affiliates, directors, officers, directors, agents, controlling persons employees and Affiliates, hereby releases Seller and Seller’s Affiliates and their respective partners, members, owners, officers, directors, agents, representatives and controlling persons (collectively, the “Seller Released Parties”) from any and all liability, responsibility, penalties, fines, suits, demands, actions, losses, damages, expenses, causes of action, proceedings, judgments, executions, costs of any kind or nature whatsoever and claims that Purchaser may have against Seller and/or the other Seller Released Parties (collectively, “Claims”) arising out of or related to any matter or any nature relating to the Property or its condition (agents including, without limitation, LaSalle and Broker and their respective members, directors, officers, employees and affiliates) is hereby released from all responsibility and liability to Buyer regarding (a) the condition (including the presence in the soil, soil gas, air, structures and surface and subsurface waters, of any Hazardous Substances Materials or any chemical, material substances that have been or substance that may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and/or and that may need to be specially treated, handled handled, and/or removed from the Property under current or future federal, state and local laws, regulations or guidelines, any latent or patent construction defects, errors or omissions, compliance with law matters, any statutory or common law right Purchaser may have for property damage Claims, bodily injury Claims, contribution or cost recovery Claims or any other Claims under Environmental Laws and/or to receive disclosures from Seller, including, without limitation, any disclosures as to the Property’s location within areas designated as subject to flooding, fire, seismic or earthquake risks by any federal, state or local entity, the need to obtain flood insurance, the certification of water heater bracing and/or the advisability of obtaining title insurance, or any other condition or circumstance affecting the Property, its financial viability, use of operation, or any portion thereof), valuation, salability or utility of the Property, or its suitability for any purpose. Without limiting purpose whatsoever, (b) any matter concerning the foregoingLeases or Tenants, except with respect to(c) the effect or applicability of any Laws (including, without limitation) zoning codes and in connection withother Laws governing the use and development of the Real Property), (d) the accuracy or completeness of any rights granted to Purchaser hereunder which survive Closing with respect to Seller’s statements, representations, warranties, covenantsdeterminations, agreements and obligations conclusions, assessments, assertions or other information contained in this Agreement and/or in any closing document executed by Seller at Closing, as limited by Section 16.1 of this Agreement, Purchaser specifically releases Seller and the Seller Released Parties from any claims Purchaser may have against Seller and/or the other Seller Released Parties now or in the future arising from the environmental condition of the Property Due Diligence Items, or the presence any misrepresentation (absent a showing of Hazardous Substances actual fraud or contamination on or emanating from intentional misrepresentation) failure to disclose information relating to the Property, including any rights the Leases or the Tenants, and (e) and defect, inaccuracy or inadequacy in Seller’s title to the Property, legal description of contribution the Property, covenants, restrictions, encumbrances or indemnity. The foregoing waivers and releases by Purchaser shall survive either (i) encroachments that affect the Closing and shall not be deemed merged into the provisions of any closing documents, or (ii) any termination of this AgreementProperty.

Seller Released from Liability. Except with respect to, and in connection with, any rights granted to Purchaser hereunder which survive Closing with respect Subject to Seller’s representations's obligations under Section 2.4, warranties, covenants, agreements and obligations contained in this Agreement and/or in any closing document executed by Seller at Closing, as limited by Section 16.1 of this Agreement, PurchaserBuyer, on behalf of itself and its partners, officers, directors, agents, controlling persons successors and Affiliatesassigns, hereby releases Seller and Seller’s Affiliates and their respective partners, members, owners, officers, directors, agents, representatives and controlling persons (collectively, the “Seller Released Parties”) Related Parties from any and all liabilitydemands, responsibilityclaims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, suits, demands, actions, losses, damages, expenses, causes of action, proceedingsliens, judgments, executions, costs of any kind or nature expenses whatsoever and claims that Purchaser may have against Seller and/or the other Seller Released Parties (collectively, “Claims”"Claims and Losses") arising out of or related to any matter or any nature relating to the Property or its condition (including, without limitation, reasonable attorneys' fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, which arise out of, or are in any way related to (i) the presence in Cabot Interest, (ii) the soilphysical condition of the Property, soil gasincluding, airwithout limitation, structures all structural and surface seismic elements, all mechanical, electrical, plumbing, sewage, heating, ventilating, air conditioning and subsurface watersother systems, the environmental condition of any the Property and Hazardous Substances Materials on, under or any chemicalabout the Property, material including, without limitation, those that have been or substance that may in the future be determined to be toxic, hazardous, undesirable or subject to Environmental Laws or those which are, or which become, subject to regulation and/or 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, any latent or patent construction defects(iii) the soil, errors or omissionsair, compliance with law matters, any statutory or common law right Purchaser may have for property damage Claims, bodily injury Claims, contribution or cost recovery Claims or any other Claims under Environmental Laws and/or to receive disclosures from Seller, including, without limitation, any disclosures as to the Property’s location within areas designated as subject to flooding, fire, seismic or earthquake risks by any federal, state or local entity, the need to obtain flood insurance, the certification of water heater bracing and/or the advisability of obtaining title insurance, or any other condition or circumstance affecting the Property, its financial viability, use of operation, or any portion thereof)structures and surface and subsurface waters, valuation, salability or utility of the Property, or its suitability of the same for any purpose. Without limiting purpose whatsoever, (iv) any law or regulation applicable to the foregoingProperty, except with respect toincluding without limitation, Environmental Laws, and in connection with, any rights granted (v) all other matters whether known or unknown affecting or relating to Purchaser hereunder which survive Closing with respect to Seller’s representations, warranties, covenants, agreements and obligations contained in this Agreement and/or in any closing document executed by Seller at Closing, as limited by Section 16.1 of this Agreement, Purchaser specifically releases Seller and the Seller Released Parties from any claims Purchaser may have against Seller and/or the other Seller Released Parties now or in the future arising from the environmental condition of the Property or the presence of Hazardous Substances or contamination on or emanating from the Property, including any rights of contribution or indemnityCabot Interest. The foregoing waivers releases contained in this Section 5.2.1 are intended to be full and complete releases by Purchaser shall survive either (i) Buyer and its successors and assigns of the Closing Claims and shall Losses covered hereby, but such releases are not intended to be deemed merged into an affirmative indemnity by Buyer to Seller with respect to claims brought against Seller by third parties with respect to the provisions matters covered by such releases. Nothing contained in this Section 5.2.1, including, without limitation, the language of any closing documentsthe previous sentence, is intended to limit Buyer's indemnity or (ii) any termination of other obligations under Section 2.4 or elsewhere in this Agreement.. Buyer's Initials

Seller Released from Liability. Except with respect to, and in connection with, any rights granted to Purchaser hereunder which survive Closing with respect to Seller’s representations, warranties, covenants, agreements and obligations contained in this Agreement and/or in any closing document executed by Seller at Closing, as limited by Section 16.1 of this Agreement, Purchaser, on behalf of itself and its partners, officers, directors, agents, controlling persons and Affiliates, except for Seller’s obligations expressly set forth in this Agreement, hereby releases Seller Seller, and Seller’s Affiliates and their respective partners, members, owners, officers, directors, agents, representatives and controlling persons (collectively, the “Seller Released Parties”) from any and all liability, responsibility, penalties, fines, suits, demands, actions, losses, damages, expenses, causes of action, proceedings, judgments, executions, costs of any kind or nature whatsoever and claims that Purchaser may have against Seller and/or the other Seller Released Parties (collectively, “Claims”) arising out of or related to any matter or any nature relating to the Property Common Interest and the Properties or its their condition (including, without limitation, including the presence in the soil, soil gas, air, structures and surface and subsurface waters, of any Hazardous Substances or any chemical, material or substance that may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and/or that may need to be specially treated, handled and/or removed from the Property Properties under current or future federal, state and local lawsLaws, regulations or guidelines, any latent or patent construction defects, errors or omissions, compliance with law Law matters, any statutory or common law Law right Purchaser may have for property damage Claims, bodily injury Claims, contribution or cost recovery Claims or any other Claims under Environmental Laws and/or to receive disclosures from Seller, including, without limitation, any disclosures as to the Property’s Properties’ location within areas designated as subject to flooding, fire, seismic or earthquake risks by any federal, state or local entity, the need to obtain flood insurance, the certification of water heater bracing and/or the advisability of obtaining title insurance, or any other condition or circumstance affecting the PropertyProperties, its financial viability, use of operation, or any portion thereof), valuation, salability or utility of the PropertyProperties, or its their suitability for any purpose. Without limiting the foregoing, except with respect to, and in connection with, any rights granted to Purchaser hereunder which survive Closing with respect to Seller’s representations, warranties, covenants, agreements and obligations contained in this Agreement and/or in any closing document executed by Seller at Closing, as limited by Section 16.1 of this Agreement, Purchaser specifically releases Seller and the other Seller Released Parties from any claims Purchaser may have against Seller and/or the other Seller Released Parties now or in the future arising from the environmental condition of the Property Properties or the presence of Hazardous Substances or contamination on or emanating from the PropertyProperties, including any rights of contribution or indemnity. The foregoing waivers and releases by _____/s/ J P______ Purchaser shall survive either (i) the Closing and shall not be deemed merged into the provisions of any closing documents, or (ii) any termination of this Agreement.Initials

Seller Released from Liability. Except with respect to, and in connection with, any rights granted to Purchaser hereunder which survive Closing with respect to Seller’s representations, warranties, covenants, agreements and obligations contained in this Agreement and/or in any closing document executed by Seller at Effective as of the Closing, except as limited by Section 16.1 of otherwise provide in this Agreement, Purchaser, on behalf of itself and its partners, officers, directors, agents, controlling persons and Affiliates, hereby releases Seller and Seller’s Affiliates and their respective partners, members, owners, officers, directors, agents, representatives and controlling persons (collectively, the “Seller Released Parties”) from any and all liability, responsibility, penalties, fines, suits, demands, actions, losses, damages, expenses, causes of action, proceedings, judgments, executions, costs of any kind or nature whatsoever and claims that Purchaser may have against Seller and/or the other Seller Released Parties (collectively, “Claims”) arising out of or related to any matter or any nature relating to the Property or its physical condition (including, without limitation, the presence in the soil, soil gas, air, structures and surface and subsurface waters, of any Hazardous Substances or any chemical, material or substance that may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and/or 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, any latent or patent construction defects, errors or omissions, compliance with law matters, any statutory or common law right Purchaser may have for property damage Claims, bodily injury Claims, contribution or cost recovery Claims or any other Claims under Environmental Laws and/or to receive disclosures from Seller, including, without limitation, any disclosures as to the Property’s location within areas designated as subject to flooding, fire, seismic or earthquake risks by any federal, state or local entity, the need to obtain flood insurance, the certification of water heater bracing and/or the advisability of obtaining title insurance, or any other condition or circumstance affecting the Property, its financial viability, use of operation, or any portion thereof), valuation, salability or utility of the Property, or its suitability for any purpose. Without limiting the foregoing, except with respect to, and in connection with, any rights granted to Purchaser hereunder which survive Closing with respect to Seller’s representations, warranties, covenants, agreements and obligations contained in this Agreement and/or in any closing document executed by Seller at Closing, as limited by Section 16.1 of this Agreement, Purchaser specifically releases Seller and the Seller Released Parties from any claims Purchaser may have against Seller and/or the other Seller Released Parties now or in the future arising from the environmental condition of the Property or the presence of Hazardous Substances or contamination on or emanating from the Property, including any rights of contribution or indemnity. The foregoing waivers and releases by Purchaser shall survive either (i) the Closing and shall not be deemed merged into the provisions of any closing documents, or (ii) any termination of this Agreement.

Seller Released from Liability. Except with respect to, and in connection with, any rights granted to Purchaser hereunder which survive Closing with respect to Seller’s representations, warranties, covenants, agreements and obligations contained in this Agreement and/or in any closing document executed by Seller at Closing, as limited by Section 16.1 of this Agreement, Purchaser, on behalf of itself and its partners, members, officers, directors, agents, controlling persons and Affiliates, hereby releases Seller and Seller, Seller’s Affiliates and their respective partners, members, owners, officers, directors, agents, representatives and controlling persons (collectively, the “Seller Released Parties”) from any and all liability, responsibility, penalties, fines, suits, demands, actions, losses, damages, expenses, causes of action, proceedings, judgments, executions, costs of any kind or nature whatsoever and claims that Purchaser may have against Seller and/or the other Seller Released Parties (collectively, “Claims”) arising out of or related to any matter or any nature relating to the Property or its condition (including, without limitation, the presence in the soil, soil gas, air, structures and surface and subsurface waters, of any Hazardous Substances or any chemical, material or substance that may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and/or 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, any latent or patent construction defects, errors or omissions, compliance with law matters, any statutory or common law right Purchaser may have for property damage Claims, bodily injury Claims, contribution or cost recovery Claims or any other Claims under Environmental Laws and/or to receive disclosures from Seller, including, without limitation, any disclosures as to the Property’s location within areas designated as subject to flooding, fire, seismic or earthquake risks by any federal, state or local entity, the need to obtain flood insurance, the certification of water heater bracing and/or the advisability of obtaining title insurance, or any other condition or circumstance affecting the Property, its financial viability, use of operation, or any portion thereof), valuation, salability or utility of the Property, or its suitability for any purpose. Without limiting the foregoing, except with respect to, and in connection with, any rights granted to Purchaser hereunder which survive Closing with respect to Seller’s representations, warranties, covenants, agreements and obligations contained in this Agreement and/or in any closing document executed by Seller at Closing, as limited by Section 16.1 of this Agreement, Purchaser specifically releases Seller and the Seller Released Parties from any claims Purchaser may have against Seller and/or the other Seller Released Parties now or in the future arising from the environmental condition of the Property or the presence of Hazardous Substances or contamination on or emanating from the Property, including any rights of contribution or indemnity. The foregoing waivers and releases by Purchaser shall survive either (i) the Closing and shall not be deemed merged into the provisions ______/s/ JC_________________ Initials of any closing documents, or (ii) any termination of this Agreement.Purchaser’s Signatory

Seller Released from Liability. Except with respect to, Subject to the terms of Sections 5.4(b) and in connection with, any rights granted to Purchaser hereunder which survive Closing with respect to Seller’s representations, warranties, covenants, agreements and obligations contained in this Agreement and/or in any closing document executed by Seller at Closing, as limited by Section 16.1 of this Agreement(c) below, Purchaser, on behalf of itself and its Affiliates, and their respective partners, members, owners, officers, directors, agents, representatives and controlling persons and Affiliatespersons, hereby releases Seller and Seller’s Affiliates Affiliates, and their respective partners, members, owners, officers, directors, agents, representatives and controlling persons (collectively, the “Seller Released Parties”) from any and all liability, responsibility, penalties, fines, suits, demands, actions, lossesclaims, damages, expenses, causes of action, proceedings, judgments, executions, costs of any kind or nature whatsoever losses and claims that Purchaser may have against Seller and/or the other Seller Released Parties (collectively, “Claims”) expenses arising out of or related to any matter or any nature relating to the Property or its condition (including, without limitation, including the presence in the soil, soil gas, air, structures and surface and subsurface waters, of any Hazardous Substances that have been or any chemical, material or substance that may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and/or 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, any latent or patent construction defects, errors or omissions, compliance with law matters, any statutory or common law right Purchaser may have for property damage Claims, bodily injury Claims, contribution or cost recovery Claims or any other Claims under Environmental Laws and/or to receive disclosures from Seller, including, without limitation, any disclosures as to the Property’s location within areas designated as subject to flooding, fire, seismic or earthquake risks by any federal, state or local entity, the need to obtain flood insurance, the certification of water heater bracing and/or the advisability of obtaining title insurance, or any other condition or circumstance affecting the Property, its financial viability, use of operation, or any portion thereof), valuation, salability or utility of the Property, or its suitability for any purpose. Without limiting the foregoingpurpose whatsoever, except with respect to, and in connection with, any rights granted to Purchaser hereunder which survive Closing with respect to the extent that such responsibility or liability is the result of the material inaccuracy (if any) of Seller’s representations, warranties, covenants, agreements and obligations contained in this Agreement and/or in any closing document executed by Seller at Closing, representation under Section 8.1 hereof (as limited by Section 16.1 of this Agreement). Without limiting the foregoing, Purchaser but subject to Sections 5.4(b) and (c) below, Purchaser, on behalf of itself and its Affiliates, and their respective partners, members, owners, officers, directors, agents, representatives and controlling persons, specifically releases Seller and the Seller Released Parties from any claims and all responsibility, claims, damages, losses and expenses Purchaser may have against Seller and/or any of the other Seller Released Parties now or in the future arising from the environmental condition of the Property or the presence of Hazardous Substances or contamination on or emanating from the Property, including any rights of contribution or indemnity. The foregoing waivers and releases by Purchaser shall survive survive, without limitation, either (i) the Closing and shall not be deemed merged into the provisions of any closing documents, Closing Documents or (ii) any termination of this Agreement.

Seller Released from Liability. Except with respect to, and in connection with, any rights granted to Purchaser hereunder which survive Closing with respect to Seller’s representations, warranties, covenants, agreements and obligations contained in this Agreement and/or in any closing document executed by Seller at Closing, as limited by Section 16.1 of this Agreement, Purchaser, on behalf of itself and its partners, officers, directors, agents, controlling persons and Affiliates, hereby releases Seller and Seller’s Affiliates and their respective partners, members, owners, officers, directors, agents, representatives and controlling persons (collectively, the “Seller Released Parties”) from any and all liability, responsibility, penalties, fines, suits, demands, actions, losses, damages, expenses, causes of action, proceedings, judgments, executions, costs of any kind or nature whatsoever and claims that Purchaser may have against Seller and/or the other Seller Released Parties (collectively, “Claims”) arising out of or related to any matter or any nature relating to the Property or its condition (including, without limitation, the presence in the soil, soil gas, air, structures and surface and subsurface waters, of any Hazardous Substances or any chemical, material or substance that may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and/or 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, any latent or patent construction defects, errors or omissions, compliance with law matters, any statutory or common law right Purchaser may have for property damage Claims, bodily injury Claims, contribution or cost recovery Claims or any other Claims under Environmental Laws and/or to receive disclosures from Seller, including, without limitation, any disclosures as to the Property’s location within areas designated as subject to flooding, fire, seismic or earthquake risks by any federal, state or local entity, the need to obtain flood insurance, the certification of water heater bracing and/or the advisability of obtaining title insurance, or any other condition or circumstance affecting the Property, its financial viability, use of operation, or any portion thereof), valuation, salability or utility of the Property, or its suitability for any purpose. Without limiting the foregoing, except with respect to, and in connection with, any rights granted to Purchaser hereunder which survive Closing with respect to Seller’s representations, warranties, covenants, agreements and obligations contained in this Agreement and/or in any closing document executed by Seller at Closing, as limited by Section 16.1 of this Agreement, Purchaser specifically releases -19- Seller and the Seller Released Parties from any claims Purchaser may have against Seller and/or the other Seller Released Parties now or in the future arising from the environmental condition of the Property or the presence of Hazardous Substances or contamination on or emanating from the Property, including any rights of contribution or indemnity. The foregoing waivers and releases by Purchaser shall survive either (i) the Closing and shall not be deemed merged into the provisions of any closing documents, or (ii) any termination of this Agreement.

Seller Released from Liability. Except with respect to, and in connection with, any rights granted to Purchaser hereunder which survive Closing with respect to Seller’s representations, warranties, covenants, agreements and obligations contained in this Agreement and/or in any closing document executed by Seller at Closing, as limited by Section 16.1 of this Agreement, PurchaserBuyer, on behalf of itself and its partners, officers, directors, agents, controlling persons heirs, successors and Affiliatesassigns, hereby releases Seller waives, releases, acquits and forever discharges Seller’s Affiliates and their , its respective partners, membersaffiliates, owners, officers, directors, agentspartners, employees, agents and representatives of and controlling persons (collectively, the “Seller Released Parties”) from any and all liabilityclaims actions, responsibility, penalties, fines, suitscauses of actions, demands, actions, lossesrights, damages, expensescosts, causes expenses or compensation whatsoever, direct or indirect, known or unknown foreseen or unforeseen, which Buyer or any of actionBuyer’s heirs, proceedingssuccessors, judgments, executions, costs of any kind or nature whatsoever and claims that Purchaser assigns now has or which may have against Seller and/or arise in the other Seller Released Parties (collectively, “Claims”) arising out future on account of or in any way related to any matter or any nature relating to in connection with the Property or its condition (includingincluding its physical condition and its compliance with applicable laws, without limitation, and the presence in the soil, soil gas, air, structures and surface and subsurface waters, of any Hazardous Substances Materials or any chemical, material substances that have been or substance that may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and/or 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, any latent or patent construction defects, errors or omissions, compliance with law matters, any statutory or common law right Purchaser may have for property damage Claims, bodily injury Claims, contribution or cost recovery Claims or any other Claims under Environmental Laws and/or to receive disclosures from Seller, including, without limitation, any disclosures as to the Property’s location within areas designated as subject to flooding, fire, seismic or earthquake risks by any federal, state or local entity, the need to obtain flood insurance, the certification of water heater bracing and/or the advisability of obtaining title insurance, or any other condition or circumstance affecting the Property, its financial viability, use of operation, or any portion thereof), valuation, salability or utility of the Property, or its suitability for any purpose. Without limiting purpose whatsoever and any past, present or future aspect, feature, characteristic, circumstance or condition arising out of or in connection with the foregoingProperty, except with respect to, and in connection with, any rights granted to Purchaser hereunder which survive Closing with respect to the extent that such responsibility or liability is the result of the breach (if any) of Seller’s representations, warranties, covenants, agreements and obligations contained in this Agreement and/or in any closing document executed by Seller at Closingrepresentations under Section 7.1 hereof, as limited by Section 16.1 of this Agreement7.2, Purchaser specifically releases Seller and the Seller Released Parties from any claims Purchaser may have against Seller and/or the other Seller Released Parties now or in the future arising from the environmental condition of the Property or the presence of Hazardous Substances or contamination on or emanating from the Property, including any rights of contribution or indemnityRetained Liabilities. The foregoing waivers and releases by Purchaser shall survive either (i) the Closing and shall not be deemed merged into the provisions of any closing documents, or (ii) any termination of this AgreementTHE FOREGOING WAIVER AND RELEASE SHALL APPLY TO ANY AND ALL SUCH CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SELLER AND/OR MATTER WHICH CREATED ANY STRICT LIABILITY UNDER APPLICABLE ENVIRONMENTAL LAWS.

Seller Released from Liability. Except with respect to, for and in connection with, any rights granted to Purchaser hereunder which survive Closing with respect to Seller’s representations, warranties, covenants, agreements and obligations contained any representations or warranties of Seller set forth in this Agreement and/or in Agreement, any closing document executed by Seller at Closing, as limited by Section 16.1 of this AgreementCertificate or the Closing Documents, Purchaser, on behalf of itself and its partners, officers, directors, agents, controlling persons and Affiliates, hereby releases Seller and Seller’s Affiliates and their respective partners, members, owners, officers, directors, agents, representatives and controlling persons (collectively, the “Seller Released Parties”) from any and all liability, responsibility, penalties, fines, suits, demands, actions, losses, damages, expenses, causes of action, proceedings, judgments, executions, costs of any kind or nature whatsoever and claims that Purchaser may have against Seller and/or the other Seller Released Parties (collectively, “Claims”) Claims arising out of or related to any matter or of any nature relating to (i) the physical and environmental condition of the Property or its condition (including, without limitation, the presence in the soil, soil gas, air, structures and surface and subsurface waters, of any Hazardous Substances or any chemical, material or substance that may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and/or 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, any latent or patent construction defects, errors or omissions, compliance with law matters, any statutory or common law right Purchaser may have for property damage Claims, bodily injury Claims, contribution or cost recovery Claims or any other Claims under Environmental Laws and/or to receive disclosures from Seller, including, without limitation, any disclosures as to the Property’s location within areas designated as subject to flooding, fire, seismic or earthquake risks by any federal, state or local entity, the need to obtain flood insurance, the certification of water heater bracing and/or the advisability of obtaining title insurance, or any other condition or circumstance affecting the Property, its financial viability, use of operation, or any portion thereof), (ii) the valuation, salability or utility of the Property, or its (iii) the suitability of the Property for any purpose. Without limiting the foregoing, except with respect to, and in connection with, any rights granted to Purchaser hereunder which survive Closing with respect to Seller’s representations, warranties, covenants, agreements and obligations contained in this Agreement and/or in any closing document executed by Seller at Closing, as limited by Section 16.1 of this Agreement, Purchaser specifically releases Seller and the Seller Released Parties from any claims Purchaser may have against Seller and/or the other Seller Released Parties now or in the future arising from the environmental condition of the Property or the presence of Hazardous Substances or contamination on or emanating from the Property, including any rights of contribution or indemnity, except for and with respect to any representations or warranties of Seller set forth in this Agreement, any Seller Certificate or the Closing Documents. The foregoing waivers and releases by Purchaser shall survive either (iA) the Closing and shall not be deemed merged into the provisions of any closing documentsClosing Documents, or (iiB) any termination of this Agreement. Notwithstanding the foregoing or anything else contained in this Agreement to the contrary, Purchaser shall have the right to, and may, join and/or interplead Seller in any action or lawsuit brought against Purchaser by any third party claimant with respect to the Claims and matters released pursuant to this Section 5.6(a).