Common use of Purchaser’s Release Clause in Contracts

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.

Appears in 1 contract

Sources: Purchase and Sale Agreement (RREEF Property Trust, Inc.)

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 ’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 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 ’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 Sections 8.2 and 8.3 shall survive Closing and/or termination of this Agreement.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Talon Real Estate Holding Corp.)

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 ’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 ’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 from 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), Agreement or other claim for a breach of this Agreement for which 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 Propertyremedy under Section 13.1 below. 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.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Cubist Pharmaceuticals Inc)