Common use of Buyer’s Release Clause in Contracts

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 the foregoing items “(i)” through “(iv),” inclusive and that is related to pollution or protection of the environment, natural resources, or public health. Buyer shall defend, hold harmless and indemnify the Released Parties and each of them from and against all claims, suits, demands, losses, damages and expenses (including reasonable attorneys’ and consultants’ fees and costs) incurred as a result of actions which are inconsistent with the provisions of this Section 3.5 of Buyer, or its successors under this Agreement or of entities or persons who or which at any time control, are under common control with or are controlled by Buyer. This Release shall survive the close of Escrow and the recording of the deed conveying the Property from Seller to Buyer. 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’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, Buyer on behalf of itself and of the other Waiver Parties hereby foreverits successors and assigns waives its right to recover from, absolutely, unconditionally and completely forever releases and discharges discharges, Seller, Seller's affiliates, Seller's investment manager, property manager, the Released Parties partners, trustees, shareholders, beneficiaries, directors, officers, employees, attorneys and agents of each of them, and their respective heirs, successors, personal representatives and assigns from and against any and all actualdemands, threatened or potential claims, claims for contribution under Environmental Laws, suits, legal or administrative proceedings, actions, causes of action, demandslosses, liabilities, losses, obligations, orders, requirements or restrictions, liensdamages, penalties, fines, chargesliens, debtsjudgments, damages, costs, and costs or expenses of every kind and nature, whether now known or unknown, whether foreseeable foreseen 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 themselvesunforeseen, that any may arise on account 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 be connected with (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 the condition of any Waste Materials or Hazardous Materials at, beneath, to, from or about title to the Property, (iii) any compliance or non-compliance with Environmental Laws regarding any Waste Materialsthe presence on, Hazardous Materials or any Handling related thereto at, beneath, to, from under or about the PropertyProperty of any hazardous or regulated substance, (iv) the Property's compliance with any actsapplicable federal, omissionsstate or local law, services rule or other conduct related to any of the foregoing items “(i)” through “(iii),” inclusiveregulation, and/or or (v) any conditionother aspect of the Property; provided, activity however, this release does not apply to Seller’s fraud or other matter respecting the Property that is not addressed by breach of any of the foregoing items “(i)” through “(iv),” inclusive and that is related representations, warranties or covenants of Seller under this Agreement which survives the Closing. Subject to pollution or protection the terms of the environmentforegoing release, natural resources, or public healthBuyer has not assumed liability for any claims arising with respect to the period prior to the Closing. Buyer shall defend, hold harmless The terms and indemnify the Released Parties and each of them from and against all claims, suits, demands, losses, damages and expenses (including reasonable attorneys’ and consultants’ fees and costs) incurred as a result of actions which are inconsistent with the provisions of this Section 3.5 of Buyer, or its successors under this Agreement or of entities or persons who or which at any time control, are under common control with or are controlled by Buyer. This Release 14.3 shall survive the close Closing and/or termination of Escrow and the recording of the deed conveying the Property from Seller to Buyerthis Agreement. BUYER HEREBY SPECIFICALLY WAIVES ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH 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.("SECTION 1542"),WHICH IS SET FORTH BELOW:

Buyer’s Release. The release Buyer hereby remises, releases and forever discharges Seller, and each of Claims (as defined below) set forth in this Section 3.5 shall be referred to as its predecessors, parents, subsidiaries, Affiliates, and the “Release.” Except for Claims arising out past, present and future shareholders, partners, officers, directors, employees, agents, consultants, representatives, attorneys, and insurers of Seller’s breach any of the express representations under this Agreementforegoing, third party claims arising from events occurring prior to the Closing or claims together with all successors and assigns 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 any of the other Waiver Parties hereby forever, absolutely, unconditionally foregoing (the "SELLER RELEASEES") of 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, proceedingsdemands, actions, causes of action, demandsrights of action, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, losses, obligations, orders, requirements or restrictions, liens, penalties, fines, charges, debts, damages, costssuits, and expenses proceedings of every kind and whatsoever kind, nature, whether now or description, direct or indirect, vested or contingent, known or unknown, whether foreseeable suspected or unforeseeableunsuspected, whether in contract, tort, law, equity, or otherwise, under the laws of 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 themselvesjurisdiction, that any of the Waiver Parties may Buyer or its successors or assigns, ever had, now has, or hereafter have can, shall, or may have, against any of the Released Parties (collectivelySeller Releasees, “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 including without limitation any of the foregoing items “relating to or arising out of the Servicing Agreement, from the beginning of the world through and including the date of this Mutual Release (i"BUYER CLAIMS")” through “(iii),” inclusive, and/or (v) other than any conditionand all rights that Buyer may have under this Agreement. Buyer hereby expressly waives any and all laws or statutes, activity of any jurisdiction whatsoever, which may provide that a release does not extend to claims not known or other matter respecting suspected to exist at the Property time of executing a release which if known would have materially affected the decision to give said release. It is expressly intended and agreed that is this Mutual Release does in fact extend to such unknown or unsuspected Buyer Claims related to anything that has happened to the date hereof even if knowledge thereof would have materially affected the decision to give said release. Buyer hereby represents and warrants to Seller that it has not addressed by assigned, transferred or otherwise conveyed any of the foregoing items “(i)” through “(iv),” inclusive and that is related to pollution or protection of the environment, natural resources, or public health. Buyer shall defend, hold harmless and indemnify the Released Parties and each of them from and against all claims, suits, demands, losses, damages and expenses (including reasonable attorneys’ and consultants’ fees and costs) incurred as a result of actions which are inconsistent with the provisions of this Section 3.5 of Buyer, or its successors under this Agreement or of entities or persons who or which at any time control, are under common control with or are controlled by Buyer. This Release shall survive the close of Escrow and the recording of the deed conveying the Property from Seller to Buyer. 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 AGREEMENTClaims being released herein.

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, Buyer on behalf of itself and of the other Waiver Parties hereby foreverits successors and assigns waives its right to recover from, absolutely, unconditionally and completely forever releases and discharges discharges, Seller, Seller's affiliates, Seller's investment manager, property manager, the Released Parties partners, trustees, shareholders, beneficiaries, directors, officers, employees, attorneys and agents of each of them, and their respective heirs, successors, personal representatives and assigns from and against any and all actualdemands, threatened or potential claims, claims for contribution under Environmental Laws, suits, legal or administrative proceedings, actions, causes of action, demandslosses, liabilities, losses, obligations, orders, requirements or restrictions, liensdamages, penalties, fines, chargesliens, debtsjudgments, damages, costs, and costs or expenses of every kind and nature, whether now known or unknown, whether foreseeable foreseen 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 themselvesunforeseen, that any may arise on account 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 be connected with (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 the condition of any Waste Materials or Hazardous Materials at, beneath, to, from or about title to the Property, (iii) any compliance or non-compliance with Environmental Laws regarding any Waste Materialsthe presence on, Hazardous Materials or any Handling related thereto at, beneath, to, from under or about the PropertyProperty of any hazardous or regulated substance, (iv) the Property's compliance with any actsapplicable federal, omissionsstate or local law, services rule or other conduct related to any of the foregoing items “(i)” through “(iii),” inclusiveregulation, and/or or (v) any conditionother aspect of the Property; provided, activity however, this release does not apply to Seller’s fraud or other matter respecting the Property that is not addressed by breach of any of the foregoing items “(i)” through “(iv),” inclusive and that is related representations, warranties or covenants of Seller under this Agreement which survives the Closing. Subject to pollution or protection the terms of the environmentforegoing release, natural resources, or public healthBuyer has not assumed liability for any claims arising with respect to the period prior to the Closing. Buyer shall defend, hold harmless The terms and indemnify the Released Parties and each of them from and against all claims, suits, demands, losses, damages and expenses (including reasonable attorneys’ and consultants’ fees and costs) incurred as a result of actions which are inconsistent with the provisions of this Section 3.5 of Buyer, or its successors under this Agreement or of entities or persons who or which at any time control, are under common control with or are controlled by Buyer. This Release 14.3 shall survive the close Closing and/or termination of Escrow and the recording of the deed conveying the Property from Seller to Buyerthis Agreement. BUYER HEREBY SPECIFICALLY WAIVES ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH 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("SECTION 1542"),WHICH IS SET FORTH BELOW: "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 WAIVES THE PROVISIONS OF THIS SUBSECTION SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE A MATERIAL PART THE SUBJECT OF THIS AGREEMENT.THE FOREGOING WAIVERS AND RELEASES. Initials: Purchaser: ____ Seller: ____

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, Buyer on behalf of itself and of the other Waiver Parties hereby foreverits successors and assigns waives its right to recover from, absolutely, unconditionally and completely forever releases and discharges discharges, Seller, Seller’s affiliates, and the Released Parties members, managers, investment managers, property managers, partners, trustees, shareholders, beneficiaries, directors, officers, employees, attorneys and agents of any of Seller and Seller’s affiliates, and their respective heirs, successors, personal representatives and assigns, and each of them, from and against any and all actualdemands, threatened or potential claims, claims for contribution under Environmental Laws, suits, legal or administrative proceedings, actions, causes of action, demandslosses, liabilities, losses, obligations, orders, requirements or restrictions, liensdamages, penalties, fines, chargesliens, debtsjudgments, damages, costs, and costs or expenses of every kind and nature, whether now known or unknown, whether foreseeable foreseen 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 themselvesunforeseen, that any may arise on account 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 be connected with (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 the condition of any Waste Materials or Hazardous Materials at, beneath, to, from or about title to the Property, (iii) any compliance or non-compliance with Environmental Laws regarding any Waste Materialsthe presence on, Hazardous Materials or any Handling related thereto at, beneath, to, from under or about the PropertyProperty of any hazardous or regulated substance, (iv) the Property’s compliance with any actsapplicable federal, omissionsstate or local law, services rule or other conduct related to any of the foregoing items “(i)” through “(iii),” inclusiveregulation, and/or or (v) any conditionother aspect of the Property; provided, activity however, that this release does not apply to Seller’s fraud or other matter respecting the Property that is not addressed by breach of any of the foregoing items “(i)” through “(iv),” inclusive and that is related representations, warranties or covenants of Seller under this Agreement which expressly survive the Closing. Subject to pollution or protection the terms of the environmentforegoing release, natural resources, or public healthBuyer has not assumed liability for any claims arising with respect to the period prior to the Closing. Buyer shall defend, hold harmless The terms and indemnify the Released Parties and each of them from and against all claims, suits, demands, losses, damages and expenses (including reasonable attorneys’ and consultants’ fees and costs) incurred as a result of actions which are inconsistent with the provisions of this Section 3.5 of Buyer, or its successors under this Agreement or of entities or persons who or which at any time control, are under common control with or are controlled by Buyer. This Release Subsection 14.4 shall survive the close Closing and/or any termination of Escrow and the recording of the deed conveying the Property from Seller to Buyerthis Agreement without limitation. BUYER HEREBY SPECIFICALLY WAIVES ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE SECTION 1542 (“SECTION 1542”) AND ANY SIMILAR LAW OF ANY OTHER STATE, TERRITORY OR JURISDICTION. SECTION 1542 PROVIDES1542”),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 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.OF