Assumption/Release Clause Samples
Assumption/Release. AS OF THE CLOSING DATE, PURCHASER, FOR ITSELF AND ITS AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS, HEREBY WAIVES, RELEASES AND FOREVER DISCHARGES SELLER, SELLER’S AGENTS, EMPLOYEES, DIRECTORS, OFFICERS, AFFILIATES, INTEREST HOLDERS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASEES”) FROM ANY AND ALL RIGHTS, CLAIMS AND DEMANDS AT LAW OR IN EQUITY, WHETHER KNOWN OR UNKNOWN AT THE TIME OF THIS AGREEMENT, WHICH PURCHASER HAS OR MAY HAVE IN THE FUTURE, ARISING OUT OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC OR LEGAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL CLAIMS IN TORT OR CONTRACT AND ANY CLAIM FOR INDEMNIFICATION OR CONTRIBUTION ARISING UNDER CERCLA, RCRA, OR ANY SIMILAR FEDERAL, STATE OR LOCAL STATUTE, RULE OR REGULATION. PURCHASER HEREBY WAIVES ANY AND ALL OBJECTIONS AND COMPLAINTS, WHETHER KNOWN OR UNKNOWN, CONCERNING THE PHYSICAL CHARACTERISTICS AND ANY EXISTING CONDITIONS OF THE PROPERTY, INCLUDING SELLER’S OBLIGATIONS UNDER THE LEASES AND THE HOTEL LEASES RELATING TO THE PHYSICAL, ENVIRONMENTAL OR LEGAL COMPLIANCE STATUS OF THE PROPERTY, WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE. PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER AND ALL OTHER RELEASEES FROM AND AGAINST ANY AND ALL MATTERS AFFECTING THE PROPERTY, INCLUDING, ANY AND ALL COMPLAINTS OR OBJECTIONS CONCERNING THE PHYSICAL CHARACTERISTICS OF THE PROPERTY OR EXISTING PROPERTY CONDITIONS. PURCHASER WAIVES THE BENEFITS OF ANY LAW WHICH GENERALLY PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM, MAY HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 5.3 SHALL NOT APPLY TO (I) CLAIMS OR DEMANDS ARISING FROM SELLER’S BREACH OF ANY PROVISION OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, THE REPRESENTATIONS, WARRANTIES AND/OR COVENANTS OF SELLER CONTAINED IN THIS AGREEMENT, TO THE EXTENT THAT SUCH PROVISION SURVIVES CLOSING OR (II) THE INDEMNIFICATION OBLIGATIONS OF SELLER SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, UNDER SECTION 8.1.2 OR (III) SELLER’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT. THE PROVISIONS OF THIS SECTION 5.3 SHALL SURVIVE INDEFINITELY THE CLOSING OR TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE CLOSING DOCUMENTS. PURCHASE AND SALE AGREEMENT Page 19 Renaissance Chicago Downtown Hotel
Assumption/Release. As of the Close of Escrow, Buyer and the Buyer Parties (as defined below) hereby (i) assume the risk of adverse matters, including adverse physical conditions, defects, construction defects, environmental, health and safety matters which may not have been revealed by Buyer’s investigation and evaluation of the Property, and (ii) fully and irrevocably release the Seller Group from any and all claims that Buyer and/or the Buyer Parties may have or thereafter acquire against the Seller Group for any cost, loss, liability, damage, expense, demand, action or cause of action (“Claims”) arising from or related to any matter of any nature relating to, and condition of, the Property or the purchase of the Property by Buyer from Seller pursuant to this Agreement and the documents to be exchanged at Closing, including, without limitation, any Claims arising in connection with any latent or patent construction defects, errors or omissions, compliance with law matters, Hazardous Substances and other environmental matters within, under or upon, or in the vicinity of the Property, any statutory or common law right Buyer may have to receive disclosures from Seller, including 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 or operation, or any portion thereof. This release includes Claims of which Buyer is presently unaware or which Buyer does not presently suspect to exist in its favor which, if known by Buyer, would materially affect Buyer’s release of the Seller Group. In connection with the general release set forth in this Section 10.1.5, Buyer specifically waives the provisions of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” /s/ JM Notwithstanding anything to the contrary set forth in this Section 10.1.5, the foregoing release is not intended to and does not cover (i) any claims arising from a breach of Seller’s representations or warranties expressly set forth i...
Assumption/Release. Each Security Instrument for a Pool Two Loan shall contain language providing that upon an approved Transfer, as defined in the Security Instrument, and execution of (i) an assumption agreement by the transferee, in form reasonably acceptable to Lender, stating, among other things, that the transferee shall perform all obligations of Borrower set forth in the Note, the Security Instrument and the other Loan Documents and (ii) a guaranty that, at ▇▇▇▇▇▇'s election, shall be in the same form executed in conjunction with the Loan or on the form customarily required by ▇▇▇▇▇▇ at the time of the Transfer, executed by a guarantor approved by ▇▇▇▇▇▇ in its reasonable discretion, in which such guarantor assumes all obligations under the prior guaranty. In the event that a clean Phase I environmental report and acceptable engineer's report are provided to Lender, the prior guarantor and the Borrower shall be released from liability related to the property being transferred and the Loan being assumed; provided that, at ▇▇▇▇▇▇▇▇'s option, the assumption and release shall relate only to obligations arising after the date of Transfer. The approval of any assumption shall be conditioned upon the satisfaction of certain provisions specifically detailed in the Security Instrument; including, without limitation, Borrower's payment of a review fee to be divided between Freddie Mac and ▇▇▇▇▇▇ (which shall be the lesser of 100 Basis Points of that portion of the Loan Amount originally allocated to the subject property or $120,000.00 for each loan reviewed) and the reasonable fees of ▇▇▇▇▇▇'s accountants and legal counsel, any and all reasonable third party expenses related to third party reports, any and all Lender out-of-pocket costs and expenses, and such other fees of the Lender as shown on Exhibit H relating to any re-underwriting of the subject loan or the pool required by Freddie Mac, and the costs and expense of title reports and endorsements, recordation and other evidence of the assumption. Individual properties that are sold, with the applicable Loan being assumed, shall be released from the cross-default and cross-collateralization provisions of the security instruments provided that (i) the property being sold/released (the "Released Mortgage") has a minimum 1.35 DCR (or a minimum DCR of 1.30, but only if (A) subordinate Freddie Mac financing has been placed on such property as provided in paragraph 10(d) hereof (any such property, a "Subordinated Debt Property") ...
Assumption/Release