Purchaser’s Release Clause Samples
The Purchaser’s Release clause serves to absolve the seller from certain claims or liabilities that the purchaser might otherwise assert after the transaction is completed. Typically, this clause specifies the scope of claims being released, such as those related to the condition of the purchased asset or pre-existing issues, and may require the purchaser to acknowledge their acceptance of the asset as-is. Its core practical function is to protect the seller from future disputes or legal actions by ensuring the purchaser cannot later seek compensation for matters covered by the release.
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Purchaser’s Release. Effective as of the Closing, Purchaser hereby unconditionally releases and discharges Seller, Seller's Affiliates and Seller's employees, officers, directors and contractors and those of its Affiliates from all Environmental Liabilities relating to or arising out of the Refinery or the Operations of the Refinery, whether existing or asserted before or after the Closing Date, whether based on past, present or future conditions or events, whether or not known to Purchaser on the Closing Date and wherever located, except for Seller's Retained Refinery Environmental Liabilities. This release includes, but is not limited to, any Environmental Liabilities under CERCLA, the Resource Conservation and Recovery Act of 1976, as amended ("RCRA"), the federal Clean Air Act, as amended, and other Environmental Laws and Environmental Liabilities for injury, death, destruction, loss or damage to the person or property of Purchaser and its employees arising out (i) the environmental condition of the Refinery and the improvements and the equipment at the Refinery, and (ii) the existence of Hazardous Materials at the Refinery. Nothing in this release is intended to limit the Seller's Retained Liability set forth in Section 4.1. In connection with this release, Purchaser hereby expressly waives the benefits of any statute limiting the waiver of unknown claims, including Section 1542 of the California Civil Code which reads 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 to him must have materially affected his settlement with the debtor."
Purchaser’s Release. Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates, Seller’s investment manager, property manager, the partners, trustees, shareholders, beneficiaries, directors, officers, employees, attorneys 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 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, (ii) the condition of title to the Property, (iii) the presence on, under or about the Property of any hazardous or regulated substance, (iv) the Property’s compliance with any applicable federal, state or local law, rule or regulation, or (v) any other aspect of the Property; provided, however, this release does not apply to Seller’s breach of any of the representations and warranties of Seller set forth in Article VII or in the Deed or the Non-Foreign Entity Certification or Seller’s breach after Closing of any of the post-closing proration adjustment provisions set forth in Article IV. The terms and provisions of this Section 8.3 shall survive Closing and/or termination of this Agreement.
Purchaser’s Release. Effective as of the Closing, Purchaser hereby unconditionally releases and discharges, Seller, Seller's Affiliates and Seller's employees, officers, directors and contractors and those of its Affiliates from all Environmental Liabilities relating to or arising out of the Marketing Assets or the Operations of the Marketing Assets, whether existing or asserted before or after the Closing Date, whether based on past, present or future conditions or events, whether or not known to Purchaser on the Closing Date, and wherever located, except for Seller's Retained Marketing Environmental Liabilities. This release includes, but is not limited to, any Environmental Liabilities under CERCLA, RCRA, the federal Clean Air Act as amended and other Environmental Laws and Environmental Liabilities for injury, death, destruction, loss or damage to the person or property of Purchaser and its employees arising out (i) the environmental condition of the Marketing Sites and the improvements and the equipment on the Marketing Sites, and (ii) the existence of Hazardous Materials on the Marketing Sites. In connection with this release, Purchaser hereby expressly waives the benefits of Section 1542 of the California Civil Code which reads 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 to him must have materially affected his settlement with the debtor."
Purchaser’s Release. Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller's partners, each of their respective members, trustees, 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 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, (ii) the condition of title to the Property, (iii) the presence on, under or about the Property of any mold or hazardous or regulated substance, (iv) the Property's compliance with any applicable federal, state or local law, rule or regulation, or (v) any other aspect of the Property; provided, however, the foregoing release does not release Seller for liability for any breach of the representations and warranties of Seller set forth in Section 7.1 of this Agreement. Notwithstanding anything herein to the contrary (including the foregoing release), Purchaser has no obligation to indemnify Seller for third party claims asserted before or after the Closing as a result of any act or omission taken or failed to be taken by or on Seller’s behalf prior to the Closing, and the release shall not apply to third-party tort claims relating to the Property and occurring during Seller’s ownership of the Property. The release set forth in this Section 8.3 includes claims of which Purchaser is presently unaware or which Purchaser does not presently suspect to exist which, if known by Purchaser, would materially affect Purchaser’s release to Seller. The terms and provisions of this Section 8.3 shall survive Closing and/or termination of this Agreement.
Purchaser’s Release. Except as expressly provided in this Agreement, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, and Seller’s direct and indirect affiliates (including but not limited to Seller Affiliates), investment managers, property managers, members, partners, trustees, shareholders, beneficiaries, directors, officers, employees, attorneys and agents of each of them, and their respective heirs, successors, personal representatives and assigns (herein collectively “Seller Related Entities”) from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses 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, (ii) the condition of title to the Property, (iii) the presence on, under or about the Property of any hazardous or regulated substance, or (iv) the Property’s compliance with any applicable federal, state or local law, rule or regulation. The terms and provisions of this Section 8.3 shall survive Closing and/or termination of this Agreement.
Purchaser’s Release. In consideration of the making of this Agreement, the conveyance of the Properties to Purchaser, and the covenants of Seller to remediate and to indemnify Purchaser as provided in Paragraph 7.4 and 7.8 ("Seller's Obligations"), Purchaser agrees to accept the conveyance of the Properties in their present condition and, if Seller fulfills Seller's Obligations, to make no claim regarding the environmental condition of the Properties. Purchaser hereby releases Seller from all Claims (including Claims under the Comprehensive Environmental Response Compensation and Liability Act of 1980 as amended, (CERCLA) and the Resource Conservation and Recovery Act of 1976, as amended (RCRA) and other environmental laws) for injury, death, destruction, loss or damage to the person or property of Purchaser and its employees arising out (i) the environmental condition of the Properties and the improvements and the equipment on the Properties, and (ii) the existence of Covered Contamination on the Properties. This release does not include: (a) Seller's Obligations; and (b) Claims by third parties and Governmental Authorities relating to Covered Contamination on the Properties.
Purchaser’s Release. Effective as of the date of Closing, Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller's affiliates, Seller's investment manager, property manager, the partners, trustees, shareholders, beneficiaries, directors, officers, employees, attorneys 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 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, (ii) the condition of title to the Property, (iii) the presence on, under or about the Property of any Hazardous Substance, or (iv) the Property's compliance with any applicable federal, state or local law, rule or regulation, except such as arises out of breach of any of the representations and warranties of Seller set forth in Article VII or elsewhere in this Agreement, or Seller's fraud or intentional tortious wrongdoing. The terms and provisions of this Section 8.4 shall survive Closing and/or termination of this Agreement.
Purchaser’s Release. The Purchaser, on behalf of itself and each of its subsidiaries and affiliates, effective at the Closing Date, hereby releases and forever discharges each Seller, and his, her or its respective individual, joint or mutual, past, present and future representatives, affiliates, beneficiaries, controlling persons, successors and assigns (individually, a "SELLER RELEASEE" and collectively, "SELLER RELEASEES") from any and all claims, demands, proceedings, causes of action, orders, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both in law and in equity, which the Purchaser or any of its respective affiliates and subsidiaries now has, have ever had or may hereafter have against the respective Seller Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date. This release shall not apply with respect to (i) any claims arising under this Agreement or the Note (or any replacements thereof), and (ii) with respect solely to ▇▇. ▇▇▇▇▇▇, any claims under the ▇▇▇▇▇▇ Employment Agreement or any of the Insurance Contracts.
Purchaser’s Release. Without limiting the provisions of Section 8.2 above, effective as of the Closing Date, Purchaser, on behalf of itself and its successors and assigns, waives its right to recover from, and forever releases and discharges, Seller, Affiliates of Seller, Seller’s property manager, the partners, members, trustees, shareholders, beneficiaries, directors, officers, employees, attorneys 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 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, (ii) the condition of title to the Property, (iii) the presence on, under or about the Property of any Hazardous Material or regulated substance, or (iv) the Property’s compliance with any applicable federal, state or local law, rule or regulation. Excluded from the foregoing is any matter expressly warranted or represented in this Agreement by Seller.
Purchaser’s Release. Purchaser on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Seller, Seller’s partners, trustees 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 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, (ii) the condition of title to the Property, (iii) the presence on, under or about the Property of any hazardous or regulated substance, or (iv) the Property’s compliance with any applicable federal, state or local law, rule or regulation, except such as arises out of breach of any of the representations and warranties of Seller set forth in Article VII. The release set forth in this Section 8.3 includes claims of which Purchaser is presently unaware or which Purchaser does not presently suspect to exist which, if known by Purchaser, would materially affect Purchaser’s release to Seller. The terms and provisions of this Section 8.3 shall survive Closing and/or termination of this Agreement.