Common use of Release of Seller Clause in Contracts

Release of Seller. EXCEPT FOR PURCHASER’S (I) INDEMNIFICATION REMEDIES UNDER SECTION 9.1(a) WITH RESPECT TO A BREACH OF SELLER’S REPRESENTATIONS AND WARRANTIES IN SECTION 3.8 AND UNDER SECTION 9.1(h) FOR CERTAIN ENVIRONMENTAL CLAIMS AND (II) RIGHT TO BRING A CONTRIBUTION ACTION AGAINST SELLER (IN CONNECTION WITH A CLAIM MADE AGAINST PURCHASER) FOR LOSSES RELATING TO ENVIRONMENTAL LAWS, WHICH RIGHT OF CONTRIBUTION SHALL BE SUBJECT TO THE INDEMNITY CAP, ANY OTHER PROVISION HEREOF TO THE CONTRARY NOTWITHSTANDING, PURCHASER AND ITS SUCCESSORS AND ASSIGNS FURTHER COVENANT AND AGREE NOT TO XXX ANY SELLER INDEMNIFIED PARTY AND RELEASE THE SELLER INDEMNIFIED PARTIES OF AND FROM AND WAIVE ANY CLAIM OR CAUSE OF ACTION (EXCEPT AS PROVIDED IN THIS SECTION 9.7), INCLUDING WITHOUT LIMITATION ANY STRICT LIABILITY CLAIM OR CAUSE OF ACTION, THAT PURCHASER OR ITS SUCCESSORS AND ASSIGNS MAY HAVE AGAINST ANY SELLER INDEMNIFIED PARTY UNDER ANY ENVIRONMENTAL LAW, NOW EXISTING OR HEREAFTER ENACTED OR PROMULGATED, RELATING TO ENVIRONMENTAL MATTERS OR ENVIRONMENTAL CONDITIONS IN, ON, UNDER, ABOUT OR MIGRATING FROM OR ONTO THE REAL PROPERTY OR BY VIRTUE OF ANY COMMON LAW RIGHT, NOW EXISTING OR HEREAFTER CREATED. THE TERMS AND CONDITIONS OF THIS SECTION 9.7 WILL EXPRESSLY SURVIVE THE TERMINATION OF THE AGREEMENT OR THE CLOSING, AS THE CASE MAY BE, AND WILL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS.

Release of Seller. EXCEPT PURCHASER (FOR PURCHASER’S (IITSELF AND ALL PURCHASER INDEMNITEES) INDEMNIFICATION REMEDIES UNDER SECTION 9.1(a) DOES HEREBY FOREVER RELEASE AND DISCHARGE THE SELLER INDEMNITEES FROM ANY AND ALL CLAIMS THAT IT HAS OR MAY HAVE AGAINST ANY OF THE SELLER INDEMNITIEES FOR ANY COSTS, LOSS, LIABILITY, DAMAGE, EXPENSES, DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM OR RELATED TO ANY MATTERS AFFECTING THE PROPERTY, OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION, SIGNAGE RIGHTS, ENTITLEMENTS, ZONING, PARKING, TITLE DOCUMENTS OR DEFECTS, CONSTRUCTION DEFECTS, VIOLATIONS OF APPLICABLE LAW INCLUDING, WITHOUT LIMITATION VIOLATIONS OF THE AMERICANS WITH RESPECT TO A BREACH DISABILITIES ACT OF SELLER’S REPRESENTATIONS 1990, ANY ENVIRONMENTAL LAWS AND WARRANTIES IN SECTION 3.8 AND UNDER SECTION 9.1(h) FOR CERTAIN ALL ENVIRONMENTAL CLAIMS AND (II) RIGHT ENVIRONMENTAL LIABILITIES, WHETHER NOW KNOWN OR UNKNOWN TO BRING A CONTRIBUTION ACTION AGAINST PURCHASER; PROVIDED, HOWEVER, THAT SUCH RELEASE AND DISCHARGE SHALL NOT APPLY TO ANY EXPRESS INDEMNIFICATION OBLIGATION OF SELLER (IN CONNECTION WITH A CLAIM MADE AGAINST PURCHASER) FOR LOSSES RELATING TO ENVIRONMENTAL LAWS, WHICH RIGHT OF CONTRIBUTION SHALL BE SUBJECT TO THE INDEMNITY CAP, ANY OTHER PROVISION HEREOF TO THE CONTRARY NOTWITHSTANDING, UNDER THIS AGREEMENT. PURCHASER COVENANTS AND ITS SUCCESSORS AND ASSIGNS FURTHER COVENANT AND AGREE AGREES NOT TO XXX ANY SELLER INDEMNIFIED PARTY AND RELEASE THE SELLER INDEMNIFIED PARTIES INDEMNITEES AND RELEASES SELLER AND THE SELLER INDEMNITEES OF AND FROM AND WAIVE WAIVES ANY CLAIM OR CAUSE OF ACTION (EXCEPT AS PROVIDED IN THIS SECTION 9.7)ACTION, INCLUDING INCLUDING, WITHOUT LIMITATION LIMITATION, ANY STRICT LIABILITY CLAIM OR CAUSE OF ACTIONACTION OR CONTRACTUAL AND/OR STATUTORY ACTIONS FOR CONTRIBUTION OR INDEMNITY, THAT PURCHASER OR ITS SUCCESSORS AND ASSIGNS MAY HAVE AGAINST SELLER OR ANY OF THE SELLER INDEMNIFIED PARTY INDEMNITEES UNDER ANY ENVIRONMENTAL LAWLAWS, NOW EXISTING OR HEREAFTER ENACTED OR PROMULGATED, RELATING TO ENVIRONMENTAL CLAIMS, ENVIRONMENTAL LIABILITIES, ENVIRONMENTAL XXXXXXX XX XXXXXXXXXXXXX XXXXXXXXXX, XX, XX, UNDER, ABOUT OR MIGRATING FROM OR ONTO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL LAWS, OR BY VIRTUE OF ANY COMMON LAW RIGHT, NOW EXISTING OR HEREAFTER CREATED, RELATED TO ENVIRONMENTAL CLAIMS, ENVIRONMENTAL LIABILITIES, ENVIRONMENTAL MATTERS OR ENVIRONMENTAL CONDITIONS IN, ON, UNDER, ABOUT OR MIGRATING FROM OR ONTO THE REAL PROPERTY OR BY VIRTUE OF ANY COMMON LAW RIGHT, NOW EXISTING OR HEREAFTER CREATEDPROPERTY. THE TERMS PURCHASER HEREBY ACKNOWLEDGES THAT IT HAS READ AND CONDITIONS OF THIS SECTION 9.7 WILL EXPRESSLY SURVIVE THE TERMINATION OF THE AGREEMENT OR THE CLOSING, AS THE CASE MAY BE, AND WILL NOT MERGE IS FAMILIAR WITH THE PROVISIONS OF ANY CLOSING DOCUMENTSCALIFORNIA CIVIL CODE SECTION 1542 (“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 OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” BY INITIALING BELOW, PURCHASER HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES: _________T.C.F.______________ PURCHASER’S INITIALS

Release of Seller. EXCEPT FOR PURCHASER’S (I) INDEMNIFICATION REMEDIES UNDER SECTION 9.1(a) WITH RESPECT TO A BREACH BORROWER, GUARANTOR AND PURCHASER HEREBY VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE SELLER, AND ITS AFFILIATES, AND EACH OF SELLER’S REPRESENTATIONS ITS PREDECESSORS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND WARRANTIES ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN SECTION 3.8 AND UNDER SECTION 9.1(h) FOR CERTAIN ENVIRONMENTAL CLAIMS AND (II) RIGHT TO BRING A CONTRIBUTION ACTION AGAINST SELLER (EQUITY, ORIGINATING IN CONNECTION WITH A CLAIM MADE AGAINST PURCHASER) FOR LOSSES RELATING TO ENVIRONMENTAL LAWSWHOLE OR IN PART ON OR BEFORE THE DATE THIS AGREEMENT IS EXECUTED, WHICH RIGHT OF CONTRIBUTION SHALL BE SUBJECT TO THE INDEMNITY CAPBORROWER, ANY OTHER PROVISION HEREOF TO THE CONTRARY NOTWITHSTANDINGGUARANTOR OR PURCHASER MAY NOW OR HEREAFTER HAVE AGAINST SELLER, PURCHASER AND ITS PREDECESSORS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS FURTHER ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY OBLIGATION OF SELLER UNDER THE LOAN AGREEMENT OR OTHER LOAN DOCUMENTS (AS SUCH TERM IS DEFINED IN THE LOAN AGREEMENT), AND THE EXERCISE OF ANY RIGHTS AND REMEDIES THEREUNDER. BORROWER, GUARANTOR AND PURCHASER HEREBY COVENANT AND AGREE NOT NEVER TO XXX INSTITUTE ANY SELLER INDEMNIFIED PARTY AND RELEASE ACTION OR SUIT AT LAW OR IN EQUITY, NOR INSTITUTE, PROSECUTE, OR IN ANY WAY AID IN THE SELLER INDEMNIFIED PARTIES INSTITUTION OR PROSECUTION OF AND FROM AND WAIVE ANY CLAIM OR CAUSE OF CLAIM, ACTION (EXCEPT AS PROVIDED IN THIS SECTION 9.7), INCLUDING WITHOUT LIMITATION ANY STRICT LIABILITY CLAIM OR CAUSE OF ACTION, THAT PURCHASER RIGHTS TO RECOVER DEBTS OR ITS SUCCESSORS AND ASSIGNS MAY HAVE AGAINST ANY SELLER INDEMNIFIED PARTY UNDER ANY ENVIRONMENTAL LAW, NOW EXISTING OR HEREAFTER ENACTED OR PROMULGATED, RELATING TO ENVIRONMENTAL MATTERS OR ENVIRONMENTAL CONDITIONS IN, ON, UNDER, ABOUT OR MIGRATING FROM OR ONTO THE REAL PROPERTY OR BY VIRTUE DEMANDS OF ANY COMMON LAW RIGHTNATURE AGAINST SELLER, NOW EXISTING ITS AFFILIATES, AND ITS SUCCESSORS, AGENTS, ATTORNEYS, OFFICERS, DIRECTORS, EMPLOYEES, AND PERSONAL AND LEGAL REPRESENTATIVES ARISING OUT OF OR HEREAFTER CREATEDRELATED TO SELLER'S ACTIONS, OMISSIONS, STATEMENTS, REQUESTS OR DEMANDS IN ADMINISTERING, ENFORCING, MONITORING, COLLECTION OR ATTEMPTING TO COLLECT THE INDEBTEDNESS OF BORROWER TO SELLER, WHICH INDEBTEDNESS IS OR WAS EVIDENCED BY THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS. THE TERMS AND CONDITIONS PROVISIONS OF THIS SECTION 9.7 WILL EXPRESSLY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE AGREEMENT OR CONSUMMATION OF THE CLOSING, AS THE CASE MAY BE, AND WILL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTSTRANSACTIONS CONTEMPLATED HEREBY.