Buyer’s Release Sample Clauses

Buyer’s Release. Buyer on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller's affiliates, Seller's investment manager, property manager, the partners, trustees, shareholders, beneficiaries, directors, officers, employees, attorneys and agents of each of them, and their respective heirs, successors, personal representatives and assigns from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) the physical condition of the Property, (ii) the condition of title to the Property, (iii) the presence on, under or about the Property of any hazardous or regulated substance, (iv) the Property's compliance with any applicable federal, state or local law, rule or regulation, or (v) any other aspect of the Property; provided, however, this release does not apply to Seller’s fraud or breach of any of the representations, warranties or covenants of Seller under this Agreement which survives the Closing. Subject to the terms of the foregoing release, Buyer has not assumed liability for any claims arising with respect to the period prior to the Closing. The terms and provisions of this Section 14.3 shall survive Closing and/or termination of this Agreement. BUYER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 ("SECTION 1542"),WHICH IS SET FORTH BELOW:
Buyer’s Release. Except for claims based on breach of the City’s representations and warranties herein, Buyer, for itself and Buyer’s successors, lessees and assigns (collectively, “Buyer’s Assigns”), hereby releases the City from, and waives, any and all claims and liabilities against the City for, related to, or in connection with, any prior or current environmental or physical condition of the Property (or the presence of any matter or substance relating to the environmental condition of the Property), including, but not limited to, claims and/or liabilities relating to (in any manner whatsoever) any hazardous, toxic or dangerous materials or substances previously or now located in, at, about or under the Property, or for any and all claims or causes of action (actual or threatened) based upon, in connection with, or arising out of, the Federal Comprehensive Environmental Response, Compensation and Liability Act, as amended, and as it may be further amended from time to time, the Federal Resource Conservation and Recovery Act, as amended and as it may be further amended from time to time, the Colorado Hazardous Waste Act, as amended, and as it may be further amended from time to time, or any other claim or cause of action (including any federal or state based statutory, regulatory or common law cause of action) related to environmental matters or liability with respect to, or affecting, the Property. Upon Closing, Buyer and Buyer’s Assigns shall assume the risk that adverse matters, including but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by Buyer’s investigations, and upon Closing Buyer and Buyer’s Assigns, shall be deemed to have waived, relinquished and released the City and the Authority and their successors from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorney fees and court costs) of any and every kind or character, known or unknown, which Buyer or Buyer’s Assigns might have asserted or alleged against the City, at any time by reason of or arising out of any latent or patent construction defects or physical conditions, violations of any applicable laws (including, without limitation, any environmental laws) and any and all other acts, omissions, events, circumstances or matters regarding the Property, with the exception of claims based on breach of the City’s express representati...
Buyer’s Release. Buyer, on behalf of itself and its successors and assigns, hereby releases and discharges Seller, its Commissioners, officers, employees, agents, representatives and any other person acting on behalf of Seller, and the successors of any of the preceding, from any and all claims, causes of action, demands, damages or liabilities of any nature, direct or indirect, known or unknown, foreseen or unforeseen, which Buyer or any successor or assign of Buyer now has, or which may arise in the future, in any way related to any past, present or future characteristic or condition of the Property, including, but not limited to the location and/or the continued operation of the wireless communication facility on Tract “D” of the same subdivision or any Hazardous Materials in, at, on, under or related to the Property. For the purposes of this Paragraph, Hazardous Materials shall mean petroleum, petroleum related products, radio wave transmission and frequency, and any substance or material defined or designated as hazardous, toxic, radioactive or other similar term by any federal, state or local environmental statute, regulation or ordinance presently in effect or that may be promulgated in the future, as such statutes, regulations and ordinances may be amended from time to time.
Buyer’s Release. Buyer, on behalf of itself and its Subsidiaries (“Releasing Parties”), completely and irrevocably releases and covenants not to xxx Seller and/or its Subsidiaries from any claims that their operation of the Business or use of the Transferred Business IPR, in each case, prior to the Closing Date infringed, misappropriated or violated (“Infringed”) any of Buyer or its Subsidiaries’ current or future IPR. Seller and its Subsidiaries may not assign this release, in whole or in part, except as set forth in Section 9.12, and any such attempted assignment shall be null and void ab initio and of no force or effect.
Buyer’s Release. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THE AMOUNT OF THE PURCHASE PRICE REFLECTS THE FOREGOING DISCLAIMERS AND THE PROPERTY IS BEING SOLD BY SELLER AND PURCHASED BY BUYER SUBJECT TO THE FOREGOING DISCLAIMERS AND ABOVE RELEASE OF CERTAIN KNOWN AND UNKNOWN CLAIMS. AS PART OF THE PROVISIONS OF THIS ARTICLE 7, BUT NOT AS A LIMITATION, BUYER HEREBY AGREES THAT THE MATTERS RELEASED ARE NOT LIMITED TO MATTERS WHICH ARE KNOWN OR SUSPECTED, AND AS TO THE MATTERS RELEASED BUYER HEREBY WAIVES (EFFECTIVE ON THE CLOSING) ANY AND ALL RIGHTS AND BENEFITS WHICH IT NOW HAS, OR IN THE FUTURE MAY HAVE CONFERRED UPON IT, BY VIRTUE OF THE PROVISIONS OF SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, WHICH PROVIDES 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. Seller’s Initials Buyer’s Initials
Buyer’s Release. Buyer expressly acknowledges that all of the obligations of Graebel pursuant to the Buyer Offer, as amended by this Rider, are subject to and conditional upon Buyer executing and delivering to Graebel at the Closing the Release of All Claims by Buyer which is attached hereto as Exhibit C and incorporated herein by reference.
Buyer’s Release. Each Buyer shall deliver to Sellers duly executed counterparts of the Buyers Release of Sellers.
Buyer’s Release. (i) Except as provided herein, the Buyers (and each of their affiliates, directors, and officers (to the extent such additional parties can be bound) hereby release, acquit and forever discharge the Seller from any and all claims, liabilities, demands, actions or causes of action of any kind, nature or description whatsoever, whether arising at law or in equity, or upon contract or tort, or under any state of federal law or otherwise, which the Buyers, the Seller or its affiliates, or any of them, may have had, or may now have or made claim to have, or may in the future have or claim to have howsoever arising or acquired, against the Seller for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date hereof, whether such claims, liabilities, demands, actions or causes of action are matured or unmatured, known or unknown, existing or not existing, asserted or unasserted, presently held or acquired in the future, liquidated or unliquidated, or absolute or contingent.