Common use of Buyer’s Release of Seller Clause in Contracts

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. Effective as of the Closing Date, Buyer and anyone claiming by, through or under Buyer hereby waives its right to recover from waives, releases and fully and irrevocably releases Seller, forever discharges Seller and its employees, officers, directors, representatives, agents, servants, attorneys, affiliates, parent, subsidiaries, successors employees and assigns, and all persons, firms, corporations and organizations in its behalf ("Released Parties") agents 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 costsactions, 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, controversiesliabilities, damages, costs, losses and expenses which are presently or compensation whatsoever, whether direct or indirect, known or unknown, unanticipated 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 unsuspectedgroundwater 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 (but excluding such presence or release of Hazardous Materials as results from migration of materials from any of the property owned by Seller shown on the Parcel Map filed August 14, 2007 in Book 817 of Maps, Pages 23 to 24, in the Office of the Santa Xxxxx County Recorder, and not included within the Land); and (iii) the ownership, management or operation of the Property. At the Closing, upon the request of Seller, Buyer further agreesshall deliver to Seller a certificate of Buyer reaffirming the foregoing. To the extent of Buyer’s release of Seller pursuant to this Agreement, 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 protection of California Civil Code Section 1542, which provides reads as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR EXPECT SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXCUTING EXECUTING THE RELEASE, WHICH IF KNOWN TO BY HIM OR HER MUST HAVE MATERIALLY AFFECTED THE HIS SETTLEMENT WITH THE DEBTOR" ---------------- ----------------- . Buyer's Initials ’s Initials: However, the foregoing provisions of this Section 10.2 shall not serve to release Seller from any breach of the express representations and warranties set forth in Section 9.2 or any claims that arise out of any fraud of Seller's Initials.

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 waives, releases and fully and irrevocably releases Seller, forever discharges Seller and its employees, officers, directors, representatives, agents, servants, attorneys, affiliates, parent, subsidiaries, successors employees and assigns, and all persons, firms, corporations and organizations in its behalf ("Released Parties") agents 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 costsactions, 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, controversiesliabilities, damages, costs, losses and expenses which are presently or compensation whatsoever, whether direct or indirect, known or unknown, unanticipated 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 unsuspectedgroundwater on and under the Real Property); (ii) the presence or release in, under, on or about the Property (including the soils and Buyer further agreesgroundwater on and under the Real Property) of any Hazardous Materials (but excluding such presence or release of Hazardous Materials as results from migration of materials from any of the property owned by Seller or Seller’s Affiliates shown on the Existing Parcel Map and not included within the Land); and (iii) the ownership, represents and warrants management or operation of the Property; provided, however, that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Buyer nevertheless hereby intends foregoing release shall not apply to releaseclaims, discharge and acquit Seller from any such unknown actions, causes of action, claims, demands, debts, controversiesliabilities, damages, costs, losses expenses or compensation whatsoever against Development Manager pursuant to or arising out of the Development Services Agreement or against Seller pursuant to or arising out of the other documents executed and expensesdelivered by Seller pursuant to Section 12.4. At the Closing, upon the request of Seller, Buyer specifically shall deliver to Seller a certificate of Buyer reaffirming the foregoing. To the extent of Buyer’s release of Seller pursuant to this Agreement, Buyer hereby waives the provision protection of California Civil Code Section 1542, which provides reads as follows: "FINAL AGREEMENT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR EXPECT SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXCUTING EXECUTING THE RELEASE, WHICH IF KNOWN TO BY HIM OR HER MUST HAVE MATERIALLY AFFECTED THE HIS SETTLEMENT WITH THE DEBTOR" ---------------- ----------------- . Buyer's Initials ’s Initials: However, the foregoing provisions of this Section 10.2 shall not serve to release Seller from any breach of the express representations and warranties set forth in Section 9.2, any claims that arise out of any fraud of Seller's Initials, or any obligations or liabilities of Development Manger arising out of the Development Services Agreement or any obligations or liabilities of Seller arising out of any document executed and delivered by Seller pursuant to Section 12.4.

Buyer’s Release of Seller. Effective as Buyer, on behalf of the Closing Dateitself, Buyer and anyone claiming by, through or under Buyer hereby waives its right to recover from and fully and irrevocably releases Seller, affiliates and its employees, officers, directors, representatives, agents, servants, attorneys, affiliates, parent, subsidiaries, successors and assigns, hereby releases, remises, acquits and all personsforever discharges DDR, firmsSellers and their respective affiliates, corporations successors and organizations in its behalf assigns ("collectively, the “Released Parties") ”), from and against any and all claims, responsibility and/or liability that it may now have causes of actions, suits, legal or hereafter acquire against any of the Released Parties for any administrative orders or proceedings, demands, damages, punitive damages, losses, costs, loss, liability, damage, liabilities and expenses, demandwhether known or unknown, action arising out of or cause of action arising from or related in any way relating to the conditionfollowing: (a) the completeness or accuracy of any and all materials, valuationdata and information regarding the Property, salability or utility including, without limitation, Seller’s Deliveries; (b) the physical condition of the Property, including, without limitation, any construction defects, errors, omissions and other conditions, latent or its suitability for otherwise, affecting the Property or any purpose whatsoeverportion thereof; (c) the existence or presence of any Hazardous Materials on, and any information furnished by the Released Parties under or in connection with about the Property and/or the release or discharge of any Hazardous Materials from the Property (subject to DDR performing DDR’s obligations under Section 14 of this Agreement. This release includes claims ); (d) the violations of which Buyer is presently unaware any applicable statutes 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 laws with regard to the extent permitted by lawProperty, including any Environmental Laws (subject to DDR performing DDR’s obligations under Section 14 of this Agreement); and (e) any and all other matters regarding the Property, in each case whether existing prior to or after the Closing. Buyer hereby agrees, represents expressly waives any and warrants that all rights Buyer realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes under Section 1542 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 1542Code, which provides as follows: "A GENERAL RELEASE DOES 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. IN FURTHERANCE OF THE FOREGOING, BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER WILL HAVE HAD, AS OF CLOSING, AN OPPORTUNITY TO THOROUGHLY INSPECT AND EXAMINE THE STATUS OF TITLE TO THE PROPERTY AND THE PHYSICAL CONDITION OF THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY. BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, BUYER IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE PHYSICAL CONDITION OF THE PROPERTY BY BUYER AND HAS NOT EXTEND RELIED UPON ANY OTHER WRITTEN OR ORAL REPRESENTATIONS, WARRANTIES OR STATEMENTS, WHETHER EXPRESS OR IMPLIED, MADE BY SELLERS, OR ANY PARTNER OF SELLERS, OR ANY AFFILIATE, AGENT, EMPLOYEE, OR OTHER REPRESENTATIVE OF ANY OF THE FOREGOING OR BY ANY BROKER OR ANY OTHER PERSON REPRESENTING OR PURPORTING TO CLAIMS WHICH REPRESENT SELLERS WITH RESPECT TO THE CREDITOR DOES NOT KNOW PROPERTY, THE PHYSICAL CONDITION OF THE PROPERTY OR EXPECT ANY OTHER MATTER AFFECTING OR RELATING TO EXIST THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER IS PURCHASING, AND AT CLOSING WILL ACCEPT, THE PROPERTY ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS, WARRANTIES AND/OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN HIS FAVOR AT THIS AGREEMENT. BUYER ACKNOWLEDGES THAT SELLERS HAVE MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE THE TIME PROPERTY, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. AS USED IN THE PRIOR PARAGRAPH, THE TERM “CONDITION OF EXCUTING THE RELEASEPROPERTY” MEANS THE FOLLOWING MATTERS: (I) THE QUALITY, WHICH IF KNOWN NATURE AND ADEQUACY OF THE PHYSICAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE QUALITY OF THE DESIGN, LABOR AND MATERIALS USED TO HIM MUST HAVE MATERIALLY AFFECTED CONSTRUCT THE SETTLEMENT IMPROVEMENTS INCLUDED IN THE PROPERTY; THE CONDITION OF STRUCTURAL ELEMENTS, FOUNDATIONS, ROOFS, GLASS, MECHANICAL, PLUMBING, ELECTRICAL, HVAC, SEWAGE, AND UTILITY COMPONENTS AND SYSTEMS; THE CAPACITY OR AVAILABILITY OF SEWER, WATER, OR OTHER UTILITIES; THE GEOLOGY, FLORA, FAUNA, SOILS, SUBSURFACE CONDITIONS, GROUNDWATER, LANDSCAPING, AND IRRIGATION OF OR WITH RESPECT TO THE DEBTOR" ---------------- ----------------- PROPERTY, THE LOCATION OF THE PROPERTY IN OR NEAR ANY SPECIAL TAXING DISTRICT, FLOOD HAZARD ZONE, WETLANDS AREA, PROTECTED HABITAT, GEOLOGICAL FAULT OR SUBSIDENCE ZONE, HAZARDOUS WASTE DISPOSAL OR CLEAN-UP SITE, OR OTHER SPECIAL AREA, THE EXISTENCE, LOCATION, OR CONDITION OF INGRESS, EGRESS, ACCESS, AND PARKING; THE CONDITION OF THE PERSONAL PROPERTY AND ANY FIXTURES; AND THE PRESENCE OF ANY ASBESTOS OR OTHER HAZARDOUS MATERIALS, DANGEROUS, OR TOXIC SUBSTANCE, MATERIAL OR WASTE IN, ON, UNDER OR ABOUT THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON; AND (II) THE COMPLIANCE OR NON-COMPLIANCE OF SELLERS OR THE OPERATION OF THE PROPERTY OR ANY PART THEREOF IN ACCORDANCE WITH, AND THE CONTENTS OF, (A) ALL CODES, LAWS, ORDINANCES, REGULATIONS, AGREEMENTS, LICENSES, PERMITS, APPROVALS AND APPLICATIONS OF OR WITH ANY GOVERNMENTAL AUTHORITIES ASSERTING JURISDICTION OVER THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO ZONING, BUILDING, PUBLIC WORKS, PARKING, FIRE AND POLICE ACCESS, HANDICAP ACCESS, LIFE SAFETY, SUBDIVISION AND SUBDIVISION SALES, AND HAZARDOUS MATERIALS, DANGEROUS AND TOXIC SUBSTANCES, MATERIALS, CONDITIONS OR WASTE, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY THAT WOULD CAUSE STATE OR FEDERAL AGENCIES TO ORDER A CLEAN UP OF THE PROPERTY UNDER ANY APPLICABLE LEGAL REQUIREMENTS AND (B) ALL AGREEMENTS, COVENANTS, CONDITIONS, RESTRICTIONS (PUBLIC OR PRIVATE), CONDOMINIUM PLANS, DEVELOPMENT AGREEMENTS, SITE PLANS, BUILDING PERMITS, BUILDING RULES, AND OTHER INSTRUMENTS AND DOCUMENTS GOVERNING OR AFFECTING THE USE, MANAGEMENT, AND OPERATION OF THE PROPERTY. Buyer's Initials Seller's ’s Initials: Except as specifically set forth in this Agreement, Buyer acknowledges and agrees that it has not (and shall not) rely upon any statement and/or information from whomsoever made or given (including, but not limited to, any broker, attorney, agent, employee or other person representing or purporting to represent Sellers) directly or indirectly, verbally or in writing, and Sellers are not and shall not be liable or bound by any such statement and/or information. Except as specifically set forth in this Agreement, including, but not limited to, all of the representations, warranties and covenants expressly made by each Seller in this Agreement, each Seller specifically disclaims any representation, warranty or guaranty with respect to the Property, express or implied, including, but not limited to, any representation or warranty as to the Property’s condition, fitness for a particular purpose, quality, freedom from defects or contamination (whether or not detectable by inspection), compliance with zoning or other legal requirements or as to the availability or existence of any utility or other governmental or private services or as to the amount of taxes assessed to the Property. Notwithstanding the foregoing, the provisions of this Section 10.3 shall not apply to any claims or causes of action that may be asserted by Buyer against any Seller based upon an alleged breach of a representation or warranty by any Seller under Article 9 of this Agreement which is not otherwise waived or expired pursuant to the terms and conditions of this Agreement.