Buyer’s Release of Seller. Buyer hereby waives, releases and forever discharges Seller and its officers, directors, employees and agents from any and all claims, actions, causes of action, demands, liabilities, damages, costs, expenses or compensation whatsoever, whether direct or indirect, known or unknown, foreseeable or unforeseeable, which Buyer may have at the Closing or which may arise in the future on account of or in any way arising out of or connected with the Property, including: (i) the physical condition, nature or quality of the Property (including the soils and groundwater on and under the Real Property); (ii) the presence or release in, under, on or about the Property (including the soils and groundwater on and under the Real Property) of any hazardous materials; and (iii) the ownership, management or operation of the Property. At the Closing, upon the request of Seller, Buyer shall deliver to Seller a certificate of Buyer reaffirming the foregoing. Buyer hereby waives the protection of California Civil Code Section 1542, which reads 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.” Buyer’s Initials: /s/ DW However, the foregoing provisions of this Section 9.2 shall not serve to release Seller from any breach of the express representations and warranties set forth in Section 8.2.
Buyer’s Release of Seller. Effective as of the Closing Date, Buyer and anyone claiming by, through or under Buyer hereby waives its right to recover from and fully and irrevocably releases Seller, and its employees, officers, directors, representatives, agents, servants, attorneys, affiliates, parent, subsidiaries, successors and assigns, and all persons, firms, corporations and organizations in its behalf ("Released Parties") from any and all claims, responsibility and/or liability that it may now have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to the condition, valuation, salability or utility of the Property, or its suitability for any purpose whatsoever, and any information furnished by the Released Parties under or in connection with this Agreement. This release includes claims of which Buyer is presently unaware or which Buyer does not presently suspect to exist which, if known by Buyer, would materially affect Buyer's release to Seller. In this connection and to the extent permitted by law, Buyer hereby agrees, represents and warrants that Buyer realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and Buyer further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Buyer nevertheless hereby intends to release, discharge and acquit Seller from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses. Buyer specifically waives the provision 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 EXPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXCUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR" ---------------- ----------------- Buyer's Initials Seller's Initials
Buyer’s Release of Seller. Except for the representations, warranties and agreements made by Seller in this Agreement, Buyer fully and irrevocably releases Seller and each Seller Indemnified Party from any and all claims that Buyer may now have or hereafter acquire against it or them from any costs, loss, liability, damage, expense, demand, action or cause of action arising from information or documentation provided to Buyer with respect to the Property. Except for the representations, warranties and agreements made by Seller in this Agreement, neither Seller nor any Seller Indemnified Party is liable or bound in any manner by any oral or written statements, representations or information pertaining to the Property, or the operation thereof, furnished by Seller’s Broker or any other real estate broker, agent, employee, servant or other Person. Buyer further acknowledges and agrees that to the maximum extent permitted by law, the sale of the Property is made on an “AS IS” condition and basis WITH ALL FAULTS, and that neither Seller nor any Seller Indemnified Party has any obligation to make repairs, replacements or improvements except as may otherwise be expressly stated in this Agreement. Buyer represents and warrants to, and covenants with, Seller, that, except for Seller’s express representations and warranties specified in this Agreement, Buyer is relying solely upon Buyer’s own investigation of the Property. The provisions of this Section shall survive the Closing hereunder.
Buyer’s Release of Seller. Buyer does hereby release Seller and Seller’s constituent members, officers and directors, except any constituent members, officers or directors who held any ownership interest in the Property at any time prior to the acquisition of the Property by Seller, from any and all losses, costs, damages, expenses (including reasonable attorneys’ fees and costs), claims, injuries, demands, actions, causes of action, judgments, fines, penalties, liabilities, or obligations of any nature whatsoever, whether accrued or unaccrued, and whether known or unknown (Individually and collectively “Claims”) concerning, relating to or arising from (a) the condition of the Property, including, without limitation, any alleged presence, use, storage, generation, manufacture, transport, release, leak, spill, disposal or other handling of any Hazardous Materials in, on, under or about the Property, (b) any litigation affecting the Property, (c) any violation of law, (d) Buyer’s inspections or examinations of the Property prior to the Closing Date, and (e) any breach or default by Buyer of its obligations under this Agreement.
Buyer’s Release of Seller. AS A MATERIAL PART OF THE CONSIDERATION TO SELLER FOR THE SALE OF THE PROPERTY, BUYER, ON BEHALF OF ITSELF, AND ITS SUCCESSORS AND ASSIGNS, HEREBY IRREVOCABLY WAIVES, AND RELEASES SELLER, ITS MEMBERS, PRINCIPALS, AGENTS, REPRESENTATIVES, ATTORNEYS AND EMPLOYEES FROM ANY AND ALL CLAIMS, DEMANDS, OBLIGATIONS, DAMAGES, CAUSES OF ACTION AND LIABILITIES, WHETHER KNOWN OR UNKNOWN, OTHER THAN THOSE FOR BREACH OF SELLER'S REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, THAT ARE BASED DIRECTLY OR INDIRECTLY ON, ARISE FROM OR IN CONNECTION WITH, OR ARE RELATED TO: (A) ANY PAST, PRESENT OR FUTURE CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY DEFECTS IN OR TO THE PROPERTY OR ANY IMPROVEMENTS TO THE PROPERTY'S PROXIMITY TO ANY GEOLOGICAL HAZARD, OR THE PRESENCE OF HAZARDOUS MATERIALS AT THE PROPERTY, WHETHER IN COMMON LAW OR UNDER ANY EXISTING OR HEREINAFTER ENACTED FEDERAL, STATE OR LOCAL LAW, REGULATION, OR ORDINANCE, INCLUDING, WITHOUT LIMITATION, CERCLA AND RCRA, AS AMENDED, AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OF SELLER, (B) ANY AND ALL STATEMENTS, REPRESENTATIONS, WARRANTIES, DETERMINATIONS, CONCLUSIONS, ASSESSMENTS, ASSERTIONS OR ANY OTHER INFORMATION CONTAINED IN ANY OF THE DOCUMENTS DELIVERED TO BUYER IN CONNECTION HEREWITH (INCLUDING, WITHOUT LIMITATION, THE DUE DILIGENCE MATERIALS), OR ANY MISREPRESENTATION OR FAILURE TO DISCLOSE INFORMATION RELATING TO THE PROPERTY OR THE DOCUMENTS DELIVERED TO BUYER IN CONNECTION HEREWITH (INCLUDING, WITHOUT LIMITATION, THE DUE DILIGENCE MATERIALS), OR (C) ANY DEFECT, INACCURACY OR INADEQUACY IN THE CONDITION OF TITLE TO THE PROPERTY, LEGAL DESCRIPTION OF THE PROPERTY, OR COVENANTS, RESTRICTIONS, ENCUMBRANCES OR ENCROACHMENTS WHICH AFFECT THE PROPERTY. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT (i) BUYER MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE NOW (OR AS OF THE CLOSING) KNOWN OR BELIEVED TO BE TRUE REGARDING THE PROPERTY AND/OR THE DOCUMENTS DELIVERED TO BUYER IN CONNECTION HEREWITH, (ii) BUYER'S AGREEMENT TO RELEASE, ACQUIT AND DISCHARGE SELLER AS SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT, NOTWITHSTANDING THE EXISTENCE OR DISCOVERY OF ANY SUCH DIFFERENT OR ADDITIONAL FACTS, AND (iii) BUYER KNOWINGLY AND VOLUNTARILY WAIVES ANY AND ALL RIGHTS, BENEFITS AND PRIVILEGES TO THE FULLEST EXTENT PERMISSIBLE UNDER ANY FEDERAL, STATE, LOCAL, OR OTHER LAWS WHICH DO OR WOULD NEGATIVELY AFFECT VALIDITY OR ENFORCEABILITY OF ALL OR PART OF THE RELEASES SET FORTH IN THIS AGRE...
Buyer’s Release of Seller. (a) Except for any rights under this Agreement or any Ancillary Agreement and rights under the Seller Guaranty, effective upon consummation of the Closing 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, the partners, trustees, beneficiaries, shareholders, members, directors, officers, employees 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 whatsoever (including attorneys’ fees and costs), whether direct or indirect, 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, valuation, salability or utility of the Property, or its suitability for any purpose whatsoever, including all structural and seismic elements, all mechanical, electrical, plumbing, sewage, heating, ventilating, air conditioning and other systems, the environmental condition of the Property and Hazardous Materials on, under or about the Property, including any Environmental Matters, or (ii) any law or regulation applicable to the Property, including Environmental Laws, or Environmental Matters.
Buyer’s Release of Seller. Upon Closing, Buyer hereby releases, remises, acquits and forever discharges Seller, and Seller's affiliates, successors and assigns, and their respective members, managers, directors, officers, shareholders, partners, employees, agents, representatives, affiliates, attorneys and their respective affiliates, successors and assigns (collectively, the “Released Parties”), from and against any and all claims, causes of actions, suits, legal or administrative orders or proceedings, demands, damages, punitive damages, losses, costs, liabilities and expenses, whether known or unknown, arising out of or in any way relating to the following: (a) the completeness or accuracy of any and all materials, data and information regarding the Property, including, without limitation, Seller's Deliveries; (b) the physical condition of the Property; (c) the existence or presence of any Hazardous Materials on, under or about the Property and/or the release or discharge of any Hazardous Materials from the Property; (d) the violations of any applicable statutes or laws with regard to the Property, including any Environmental Laws; and (e) any and all other matters regarding the Property, in each case whether existing prior to or after the Closing. The provisions of this Section 10.7 shall not apply to any claims or causes of action (i) that may be asserted by Buyer against Seller based upon an alleged breach of a covenant, representation or warranty by Seller under this Agreement or in any Transaction Document which is not otherwise waived or expired pursuant to the terms and conditions of this Agreement or (ii) caused by Seller after the Closing.
Buyer’s Release of Seller. Seller is hereby released from any and all damages or other remedies available to Buyer hereunder or otherwise to the extent that Seller is unable to deliver the required quantity and/or quality of lignite in accordance with the terms of this Agreement as a result of a modification to the Life-of-Mine Plan, any Annual Mining Plan, or Seller's other operations at the Mine proposed by Buyer and to which Seller disagreed, including, without limitation, as may occur under Section 5.2.1(b) and Section 5.2.3(c).
Buyer’s Release of Seller. Effective on and after the Closing Date, Buyer, for itself and on behalf of the Buyer Parties, does hereby release, hold harmless and forever discharge the Seller Parties from any and all claims, demands, liabilities or causes of action at law or in equity, destruction, loss or damage of any kind or character, whether known or unknown, visible or concealed, to the person or property of any Buyer Parties resulting from or arising out of the condition of the Purchased Assets.
Buyer’s Release of Seller. Buyer represents to Seller that Buyer has conducted, or will conduct prior to Closing, such investigations of the Property as Buyer deems necessary or desirable to satisfy itself as to any matter relating to the Property, and will rely upon same and not upon any information provided by or on behalf of Seller, Seller’s agents, employees or third parties representing or purporting to represent Seller with respect thereto except such representations as are specifically set forth herein. Upon Closing, Buyer shall assume the risk that adverse matters regarding the Property may not have been revealed by Buyer’s investigations, and Buyer shall be deemed to waive and release Seller and Seller’s agents and affiliates from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) of any and every kind or character, known or unknown, by reason of or arising out of the Property, except for those that expressly survive this Agreement or which cannot be waived as a matter of law. Buyer acknowledges that the foregoing release includes claims of which Buyer is presently unaware and may be unanticipated and unsuspected.
