Buyer’s Release. The release of Claims (as defined below) set forth in this Section 3.5 shall be referred to as the “Release.” Except for Claims arising out of Seller’s breach of the express representations under this Agreement, third party claims arising from events occurring prior to the Closing or claims of tenants under their Tenant Occupancy Leases for the refund of security deposits relating to actions or events occurring prior to Closing, Buyer, on behalf of itself and of the other Waiver Parties hereby forever, absolutely, unconditionally and completely releases and discharges the Released Parties from and against any and all actual, threatened or potential claims, claims for contribution under Environmental Laws, suits, proceedings, actions, causes of action, demands, liabilities, losses, obligations, orders, requirements or restrictions, liens, penalties, fines, charges, debts, damages, costs, and expenses of every kind and nature, whether now known or unknown, whether foreseeable or unforeseeable, whether under any foreign, federal, state or local law (both statutory and nonstatutory), and, whether asserted or demanded by a third party against any of the Waiver Parties or incurred directly or indirectly by any of the Waiver Parties themselves, that any of the Waiver Parties may now or hereafter have against any of the Released Parties (collectively, “Claims”), and that arise in connection with or in any way are related to (i) the physical condition of the Property, its financial condition or that of the tenants under the Tenant Occupancy Leases, the value of the Property or its suitability for Buyer’s use, the status of any of the Tenant Occupancy Leases or of the tenants thereunder, the ownership, management or operation of the Property or the accuracy or completeness of any information reviewed by Buyer in connection with its investigations of the Property and which may have been relied upon by Buyer in deciding to purchase the Property, (ii) any Handling of any Waste Materials or Hazardous Materials at, beneath, to, from or about the Property, (iii) any compliance or non-compliance with Environmental Laws regarding any Waste Materials, Hazardous Materials or any Handling related thereto at, beneath, to, from or about the Property, (iv) any acts, omissions, services or other conduct related to any of the foregoing items “(i)” through “(iii),” inclusive, and/or (v) any condition, activity or other matter respecting the Property that is not addressed by any of t...
Buyer’s Release. DISCHARGE, AND COVENANT NOT TO XXX; BUYER'S OBLIGATIONS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS; DISPUTE RESOLUTION
Buyer’s Release. As of the Closing, Buyer and Buyer Parent hereby fully and irrevocably release Seller, Seller Parent and their respective Affiliates from any and all claims that Buyer or Buyer Parent may have or hereafter acquire against Seller, Seller Parent or any of their respective Affiliates for any cost, loss, liability, damage, expense, demand, action or cause of action to the extent arising from or related to any matter of any nature relating to the condition or operation of the Owned Real Property (including 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 Owned Real Property, including, without limitation, any Environmental Laws) (“Owned Real Property Claims”). The foregoing release by Buyer and Buyer Parent includes, without limitation, any Owned Real Property Claims Buyer and/or Buyer Parent may have pursuant to any statutory or common law right Buyer or Buyer Parent may have to receive disclosures from Seller, including, without limitation, any disclosures as to the Owned Real Property’s location within areas designated as subject to flooding, fire, seismic or earthquake risks by any federal, state or local entity, the presence of Hazardous Substances on or beneath the Owned Real Property, 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 Owned Real Property, its financial viability, use or operation, or any portion thereof. This release includes Owned Real Property Claims of which Buyer and Buyer Parent are presently unaware or which neither Buyer nor Buyer Parent presently suspects to exist in its favor which, if known by Buyer or Buyer Parent, would materially affect Buyer’s and Buyer Parent’s release of Seller and Seller Parent. In connection with the general release set forth in this Section 10.4, each of Buyer and Buyer Parent specifically waives the provisions of California Civil Code Section 1542, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT 57 TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. THE PARTIES WITNESS THEIR AGREEMENT TO THIS RELEASE PROVISION...
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. 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. 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. (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.
Buyer’s Release. Except with respect to any claims arising out of any breach of covenants, representations or warranties set forth in this Agreement or in the documents delivered by Seller at Closing or the breach of any covenants in that certain Office Lease (the "Lease") between Seller, as landlord, and Xxxxx, as tenant, which by their terms survive the termination of the Lease, Buyer, for itself and its agents, affiliates, successors and assigns, hereby releases and forever discharges Seller, its agents, affiliates, successors and assigns from any and all rights, claims and demands at law or in equity, whether known or unknown at the time of this agreement, which Xxxxx has or may have in the future, arising out of the physical, environmental, economic or legal condition of the Property. Buyer hereby specifically waives the provisions of section 1542 of the California Civil Code ("Section 1542") and any similar law of any other state, territory or jurisdiction. Section 1542 provides: 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 hereby specifically acknowledges that Buyer has carefully reviewed this subsection and discussed its import with legal counsel and that the provisions of this subsection are a material part of this Agreement. Buyer Initials
Buyer’s Release. DISCHARGE, AND COVENANT NOT TO XXX; BUYER'S OBLIGATIONS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS; DISPUTE RESOLUTION .......................... 60 18.01. Buyer's Release and Discharge of Aera and its Associated Parties......................................................... 60 18.02. Buyer's Covenant Not to Xxx Aera or its Associated Parties...... 60 18.03. Buyer's Obligations to Indemnify, Defend, and Hold Aera and its Associated Parties Harmless..................................... 60 18.04. Buyer's Obligations............................................. 61 18.05. Buyer's Duty to Defend ......................................... 63 18.06. Alternate Dispute Resolution and Arbitration.................... 64 18.07. Buyer's Waiver of Consumer Rights under any California Consumer Protection Laws........................................ 64 18.08. Retroactive Effect ............................................. 64 18.09. Inducement to Aera.............................................. 65 ARTICLE 19.
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.
