Environmental Waiver and Release. FROM AND AFTER EACH CLOSING WITH RESPECT TO AN ACQUIRED COMPANIES ACQUISITION, EXCEPT AS PROVIDED IN THIS AGREEMENT, ALL RIGHTS OR REMEDIES WHICH PURCHASER MAY HAVE AGAINST SELLER AT OR UNDER LAW OR OTHERWISE WITH RESPECT TO ANY ENVIRONMENTAL LIABILITIES OR ANY OTHER ENVIRONMENTAL MATTERS ARE WAIVED RELATING TO THE APPLICABLE ACQUIRED COMPANIES OR THEIR PROPERTIES OR ASSETS. FROM AND AFTER SUCH CLOSING, EXCEPT AS PROVIDED IN THIS AGREEMENT, PURCHASER DOES HEREBY AGREE, WARRANT, AND COVENANT TO (AND PURCHASER SHALL CAUSE THE APPLICABLE ACQUIRED COMPANIES TO) RELEASE, ACQUIT, AND FOREVER DISCHARGE SELLER AND ANY AFFILIATE OF SELLER (INCLUDING THE APPLICABLE ACQUIRED COMPANIES) OR ANY REPRESENTATIVE THEREOF FROM ANY AND ALL LOSSES, INCLUDING ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION FOR CONTRIBUTION AND INDEMNITY UNDER STATUTE OR COMMON LAW, WHICH COULD BE ASSERTED NOW OR IN THE FUTURE AND THAT RELATE TO OR IN ANY WAY ARISE OUT OF ENVIRONMENTAL LIABILITIES OR ANY OTHER ENVIRONMENTAL MATTERS OF THE COMPANIES OR THE ASSETS OF THE APPLICABLE ACQUIRED COMPANIES. FROM AND AFTER CLOSING, PURCHASER AND THE APPLICABLE ACQUIRED COMPANIES WARRANT, AGREE, AND COVENANT NOT TO XXX OR INSTITUTE ARBITRATION AGAINST SELLER OR ANY AFFILIATE OF SELLER (INCLUDING THE APPLICABLE ACQUIRED COMPANIES) OR ANY REPRESENTATIVE THEREOF UPON ANY CLAIM, DEMAND, OR CAUSE OF ACTION FOR INDEMNITY AND CONTRIBUTION THAT HAVE BEEN ASSERTED OR COULD BE ASSERTED FOR ANY SUCH ENVIRONMENTAL LIABILITIES, EXCEPT TO THE EXTENT PURCHASER OR ANY AFFILIATE OF PURCHASER (INCLUDING THE APPLICABLE ACQUIRED COMPANIES) OR ANY REPRESENTATIVE THEREOF IS ENTITLED TO INDEMNITY FOR SUCH MATTERS UNDER THIS ARTICLE X.
Environmental Waiver and Release. Purchaser and each of its members, directors, officers, employees, controlling persons, representatives, agents, successors and assigns waive and release Seller, the Company and their respective officers, directors, shareholders, direct and indirect members, employees and agents (collectively, the “Released Parties”) from any and all losses or claims of Purchaser that (i) arise under any environmental law with respect to the Property or (ii) arise from or relate to an actual, threatened or suspected presence or release of materials of environmental concern at, on, under or from the Property no matter when the same may have occurred.
Environmental Waiver and Release. TENANT hereby waives, releases and forever discharges TAMU-CC and A&M SYSTEM, and their officers, employees and agents from all present and future claims arising out of or in any way related to or connected with any condition of environmental contamination in, on or at the Premises or the Building or the existence of any Hazardous Substances or contamination in any state in, on or at the Premises or Building, however they came to be placed therein or thereon, except to the extent caused by the negligence or willful misconduct of TAMU-CC or A&M SYSTEM.
Environmental Waiver and Release. From and after Closing, except as provided in this Agreement, Buyer does hereby agree, warrant, and covenant to RELEASE, ACQUIT, AND FOREVER DISCHARGE Seller and all Seller Parties from any and all Claims (as defined in Section 3.3(b)), including, without limitation, all Claims, demands, and causes of action for contribution and indemnity under statute or common law, which could be asserted now or in the future relating to or arising out of environmental matters or liabilities and related to the Assets. From and after Closing, except as provided in this Agreement, Buyer warrants, agrees, and covenants not to xxx or institute arbitration against Seller or any Seller Parties upon any claim, demand, or cause of action for indemnity and contribution that have been asserted or could be asserted for any such environmental matters or liabilities.
Environmental Waiver and Release. From and after Closing, except as provided in this Agreement, Buyer does hereby agree, warrant, and covenant to (and Buyer shall cause each of the LLCs to) release, acquit, and forever discharge Seller and all Seller Indemnified Parties from any and all Losses, including all claims, demands, and causes of action for contribution and indemnity under statute or common law, which could be asserted now or in the future and that relate to or in any way arise out of Environmental Liabilities or any other environmental matters of any of the LLCs or the Facilities. From and after Closing, Buyer and each of the LLCs warrant, agree, and covenant not to xxx or institute arbitration against Seller or any Seller Indemnified Party upon any claim, demand, or cause of action for indemnity and contribution that have been asserted or could be asserted for any such Environmental Liabilities, except to the extent Buyer or any Buyer Indemnified Party is entitled to indemnity for such matters under Article 11.
Environmental Waiver and Release. From and after the Closing, except to the extent provided under ARTICLE IX, all rights or remedies that Buyers may have against Sellers and each of their respective employees, directors, partners, agents, representatives, managers and officers (collectively, the “Seller Parties”) at or under Environmental Laws or with respect to any Environmental Liabilities or any other environmental matters relating to the Company Entities or any Project are waived. From and after the Closing, except as provided in this Agreement, Buyers hereby agree, warrant and covenant to (and shall cause the Company Entities to) release, acquit, forever discharge and hold harmless Seller Parties from any and all Damages, including all claims, demands and causes of action for contribution and indemnity under statute or common law, that could be asserted now or in the future and that relate to or in any way arise pursuant to Environmental Laws or out of Environmental Liabilities or any other environmental matters of the Company Entities or any Project.
Environmental Waiver and Release. XXXX and anyone claiming by, through or under XXXX xxxxxx xxxxxx, as of the Closing hereunder, its right to recover from and fully and irrevocably releases Owner, its elected officials, managers, employees, agents, successors and assigns from any and all claims, responsibility and/or liability that it may now have or hereafter acquire against any of them for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to the condition, latent or otherwise, and the presence in the soil, structures, surface and subsurface waters of materials or substances that have been or may in the future be determined to be Hazardous Materials under state or federal law, including ORS 465.200, CERCLA AND RCRA, or otherwise toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Property under current or future federal, state and local laws regulations or guidelines. The preceding to the contrary notwithstanding, the terms of this Section 1.9.10.3 shall not be applicable to any claims, liabilities, losses, damages, demands, actions, causes of action, judgments, costs or expenses arising from or related to (1) any breach by Owner of any of its obligations under Section 1.9.10.1, (2) its representations or warranties set forth in Section 1.9 and in the Deed, (3) any breach by Owner of any obligation that expressly survives the Closing hereunder or expressly accrues following the Closing, or (4) any misrepresentation by Owner, its elected officials, managers, employees, or agents.
Environmental Waiver and Release. Following the Defect Notification Date, all environmental conditions pertaining to the Properties and not raised by Buyer by the Defect Notification Date shall be waived by Buyer for all purposes, and Buyer shall have no right to seek an adjustment to or refund of the Purchase Price, make a Claim against Seller, legal, monetary or otherwise, or seek indemnification from Seller associated with the same.
Environmental Waiver and Release. Except for the representations and warranties expressly set forth in Section 5.12 of this Agreement and the rights of the Buyer Indemnitees to indemnification under this Article X with respect thereto: (a) all rights or remedies that the Buyer Indemnitees may have against Sellers pursuant to or under applicable Environmental Laws with respect to any environmental matters are hereby waived; and (b) Buyer hereby agrees and covenants to release Sellers from any and all Claims, demands, Liabilities, Losses, rights and causes of action for contribution and indemnity under any Environmental Law or any other Law (including common law) that could be asserted now or in the future by Buyer and that relate to or in any way arise out of any environmental obligations of Sellers or the Group Companies.
Environmental Waiver and Release. From and after Closing, except for a breach by Seller of the express provision of Section 4.1(w) 4.1(x) within the time periods specified herein, Buyer shall have no rights to recovery or indemnification for Environmental Liabilities or any other environmental matters under this Agreement, any Law, or otherwise and all rights or remedies which Buyer may have at or under Law with respect to any Environmental Liabilities or any other environmental matters are waived. From and after Closing, except for a breach by Seller of the express provision of Section 4.1(x) within the time periods specified herein, Buyer does hereby agree, warrant, and covenant to (and Buyer shall cause NCPH and each of the NCPH Companies to) release, acquit, and forever discharge Seller and all Seller Indemnified Parties from any and all Losses, including all claims, demands, and causes of action for contribution and indemnity under statute or common law, which could be asserted now or in the future and that relate to or in any way arise out of Environmental Liabilities or any other environmental matters of NCPH, any of the NCPH Companies or the Facilities. From and after Closing, except for a breach by Seller of the express provision of Section 4.1(x) within the time periods specified herein, Buyer, NCPH and each of the NCPH Companies warrant, agree, and covenant not to xxx or institute arbitration against Seller or any Seller Indemnified Party upon any claim, demand, or cause of action for indemnity and contribution that have been asserted or could be asserted for any Environmental Liabilities.
