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 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 of any closing documents, or (ii) any termination of this Agreement.

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 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, 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, 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, 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, or (ii) any termination of representations and warranties made by Seller expressly set forth in 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 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.. _/s/ JMP________Purchaser Initials

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, Buyer has fully reviewed the disclaimers 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 waivers set forth in this Agreement and/or with its counsel and understands the significance and effect thereof. Buyer acknowledges and agrees that the disclaimers and other agreements set forth in any closing document executed this Agreement are an integral part of this Agreement and that Seller would not have agreed to sell the Property to Buyer for the Purchase Price without this disclaimer and other agreements set forth in this Agreement. Without limiting the generality of the foregoing, but subject to the express representations set forth in Section 11.1 of this Agreement or in the documents to be delivered by Seller at Closing, effective as limited by Section 16.1 of this Agreementthe Closing, Purchaser, Buyer on behalf of itself and its partnersheirs, officers, directors, agents, controlling persons successors and Affiliatesassigns, hereby expressly waives, relinquishes, acquits, forever discharges and 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 liabilitypast, responsibilitypresent, or future, fixed or contingent, matured or unmatured, liquidated or unliquidated, claims, causes of actions, cross-claims, liabilities, rights, remedies, demands (including letter-demands, notices, or inquiries from any person or governmental or quasi-governmental authority or agency), penalties, finesassessments, damages, requests, suits, demandslawsuits, costs (including attorneys’ fees and expenses), actions, losses, damages, expenses, causes of action, administrative proceedings, judgmentsor orders, executionsof whatever nature, costs character, type, or description, whenever and however occurring, whether at law or in equity, and whether sounding in tort or contract or any statutory or common law claim or remedy of any kind or nature whatsoever type (including reasonable attorneys’ fees and claims that Purchaser may have against Seller and/or the other Seller Released Parties litigation costs) (collectively, “Claims”) arising out of or related to any matter ), Buyer or any nature relating of its heirs, successors or assigns may now or hereafter have against Seller or any Seller Parties, whether known or unknown, with respect to the Property and the transactions contemplated by this Agreement, including, without limitation, (A) any latent or its condition patent defect in the Improvements and geological conditions of the Property (including, without limitation, the presence in the soil, soil gas, air, structures and surface subsidence and subsurface watersconditions); and (B) any past, present or future presence or existence of Hazardous Materials on, under or about the Property or with respect to any past, present or future violations of any Hazardous Substances or any chemicalrules, material or substance that may in the future be determined to be toxicregulations, 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 ordinances, or guidelinespolicies now or hereafter enacted, any latent regulating or patent construction defectsgoverning the use, errors handling, storage 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 Sellerdisposal of Hazardous Materials, including, without limitation, (i) any disclosures and all rights Buyer may now or hereafter have to seek contribution from Seller or any Seller Parties under Section 113(f)(i) of the Comprehensive Environmental Response Compensation and Liability Act of 1980 (“CERCLA”), as amended by the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C.A. §9613), as the same may be further amended or replaced by any similar law, rule or regulation, (ii) any and all Claims, whether known or unknown, now or hereafter existing, with respect to the Property’s location within areas designated Property under Section 107 of CERCLA (42 U.S.C.A. §9607), and (iii) any and all rights Buyer may have under any other environmental or health and safety statute, law, rule, regulation, policy or ordinance. Buyer hereby further agrees as subject follows: Buyer acknowledges that there is a risk that subsequent to floodingthe execution of the release set forth herein, fireBuyer may discover, 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 insuranceincur, or suffer from Claims which were unknown or unanticipated at the time this Agreement is executed, including, without limitation, unknown or unanticipated Claims which, if known by Buyer on the date this Agreement is being executed, may have materially affected Buyer’s decision to execute this Agreement. Buyer acknowledges that Buyer is assuming the risk of such unknown and unanticipated Claims and agrees that this release applies thereto. Buyer expressly waives the benefits of Section 1542 of the California Civil Code, which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” Buyer represents and warrants that Buyer has been represented by independent counsel of Buyer’s own choosing in connection with the preparation and review of the release set forth herein, that Buyer has specifically discussed with such counsel the meaning and effect of this release and that Buyer has carefully read and understand the scope and effect of each provision contained herein. Buyer further represents and warrants that Buyer does not rely and has not relied upon any other condition representation or circumstance affecting statement made by Seller or any Seller Parties with regard to the Propertysubject matter, its financial viability, use basis or effect of operation, this release. Buyer represents and warrants to Seller that Buyer has not and shall not assign or transfer or purport to assign or transfer any Claim or Claims or any portion thereof), valuation, salability thereof or utility of any interest therein to any party who does not acquire an interest in the Property, 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 and agrees to indemnify, defend, and hold Seller harmless from and against any Claim or Claims based on or arising out of, whether directly or indirectly, any such assignment or transfer, or purported assignment or transfer. Notwithstanding anything herein to the Seller Released Parties from contrary but subject to the provisions of Sections 12.2.2 and 12.2.3, the foregoing release and waiver is not intended and shall not be construed as affecting or impairing any claims Purchaser rights or remedies that Buyer 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 with respect to (i) the Closing and shall not be deemed merged into the provisions a breach of any closing documentsof Seller’s representations or warranties in this Agreement, or (ii) any termination of the obligations of Seller under this Agreement that expressly survive the Closing (but solely for the stated survival period expressly stated in this Agreement.) or (iii) Buyer’s right to bring a claim or remedies against Seller for fraud by Seller, including fraudulent misrepresentation and fraudulent inducement, with respect to this Agreement; provided, however, that Buyer’s reservation of the right to bring a claim for fraud by Seller as provided in this clause (iii) shall not apply to any act of fraud as to which Buyer had knowledge as of the Closing. Seller's Initials /s/ DL Buyer's Initials /s/ LS

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 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 for itself and its partnersrespective directors, officers, directorsshareholders, partners, affiliates, employees, agents, controlling persons attorneys, representatives, heirs, successors and Affiliatesassigns (“Purchaser Party” or “Purchaser Parties”), hereby waives, releases and discharges Seller and Seller’s Affiliates all affiliates of Seller and their respective partners, members, ownersdirectors, officers, directorsshareholders, employees, agents, representatives attorneys, representatives, heirs, successors and controlling persons assigns (collectively, the “Seller Released Party” or “Seller Parties”) from any and all liability, responsibility, penalties, fines, suits, demands, actions, losses, damages, expensesclaims, causes of action, suits, proceedings, judgmentsdemands, executionsdamages, costs costs, expenses, liabilities and affirmative defenses of any kind or nature whatsoever and claims that Purchaser may have whatsoever, whether known or unknown, against any or all of the Seller and/or Parties arising from, relating or with respect to or involving in any way, directly or indirectly, any act, statement, omission or conduct, regarding 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, 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, rules, 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 naturally occurring gases, fungi, mycotoxins and pathogens such as to the Property’s location within areas designated as subject to floodingcarbon dioxide, 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)radon and mold, valuation, salability or utility of the Property, or its suitability for any purposepurpose whatsoever. Without limiting the foregoinglimitation, except with respect toPurchaser, for itself and in connection withall other Purchaser Parties, 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 it, any other Seller Party or their respective successors and assigns may have against Seller and/or the other Seller Released Parties now or in the future under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq., as amended; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as amended; and any other analogous state or federal statute; and common law arising from the environmental condition conditions of the Property or the presence of Hazardous Substances hazardous substances, solid wastes or any other pollutants or contamination on or emanating from the Property, including any rights of contribution or indemnity. The foregoing waivers and releases by Purchaser provisions of this paragraph shall survive either (i) the Closing Closing. See Exhibits B, C and shall not be deemed merged into the provisions of any closing documents, or (ii) any termination of this Agreement.D.

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).

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 AgreementExcluded Claims.