Release by Buyer. The Buyer agrees that, except in the case of fraud, it will make no claim against any present or former employee, director or adviser of any member of the Group in connection with this Agreement, other than a claim arising against the Sellers under or in accordance with this Agreement, the Tax Deed, or any other agreement referred to in this Agreement.
Release by Buyer. In consideration of the covenants and conditions herein set forth and other good and valuable consideration, including timely compliance by Seller of its payment obligations under the Stock Purchase Agreement, in settlement of any and all claims or demands of every kind and nature the Buyer ever had, have or may have against Seller, for any and all claims, demands, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, stock, costs, expenses, accounts, damages, judgments, losses and liabilities of whatever known or unknown, whether or not concealed or hidden, which the Buyer had, may have had, now or can, shall or may have including, but not limited to, those relating to the issues raised in the Litigation, for and on behalf of themselves and their present and former affiliates and subsidiary corporations and divisions, if any, and their respective attorneys, directors, stockholders, members, officers, employees and agents and their respective heirs, executors, administrators, predecessors, guarantors, successors and assigns, effective on the day of execution of this Agreement, do hereby fully and forever remise, release and discharge Seller and their present and former affiliated and subsidiary corporations and divisions, their owners, managers, attorneys, directors, stock- holders, officers, employees and agents, and their respective heirs, executors, administrators, predecessors, successors and assigns, except as to the terms of the Settlement Documents. Notwithstanding the foregoing, the terms of this Release shall be null and void in the event the purchase of Seller’s shares from Buyer is not consummated pursuant to the expressed terms of the Stock Purchase Agreement.
Release by Buyer. Without limiting the provisions of Section 2.4, but subject to Seller’s Express Agreements and the express rights and remedies reserved to Buyer in this Agreement, if Closing occurs as to any Site, then with respect to such Site, from and after such Closing, Buyer, for itself and the other Buyer Parties (including without limitation any Permitted Assignee), waives all rights to recover from, and forever releases, discharges and covenants not to sue, Seller and the other Seller Parties with respect to any and all Claims, whether direct or indirect, known or unknown, foreseen or unforeseen, that may exist or arise on account of or in any way be connected with such Site (including without limitation the physical, operational, environmental, and structural condition of such Site) or any Laws applicable thereto, including without limitation any Claims or other matters relating to the use, presence, discharge or release of Hazardous Materials on, under, in, above or about such Site. Xxxxx assumes the risk that Xxxxx’s investigations of such Site may not reveal all aspects, conditions and matters of or affecting such Site. Buyer acknowledges, agrees, represents and warrants that: (a) Buyer is an experienced, knowledgeable and sophisticated purchaser of properties similar to the Property; (b) Buyer expressly agrees to and accepts, and fully understands, each and all of the provisions of this Agreement and the waivers, releases, and limitations of liability contained in this Agreement; and (c) each and all of the waivers, releases, limitations of liability, and other provisions contained in this Agreement are fair and reasonable, particularly in light of the sophistication, experience and knowledge of the Parties. Buyer acknowledges and agrees that Seller has agreed to enter into this Agreement in consideration for and in reliance upon each and all of the waivers, releases, limitations of liability, and other provisions contained in this Agreement and any of Buyer’s closing documents, that the Purchase Price is based in part on Buyer’s acceptance of and agreement to each and all of the waivers, releases, limitations of liability and other provisions contained in this Agreement, and that Seller would not have agreed to execute this Agreement or sell the Property to Buyer on terms that did not include each and all of the waivers, releases, limitations of liability, and other provisions contained in this Agreement. SUBJECT TO SELLER’S EXPRESS AGREEMENTS AND THE EXPRES...
Release by Buyer. Buyer, on behalf of itself and the Buyer Entities, forever waives, releases and discharges Seller Entities, and their respective directors, officers, shareholders, employees, successors, assigns and agents, from (i) any Claims within the scope of Buyer’s indemnity of Seller Entities in Section 5.2 above; (ii) from any Claims caused by Pre-Existing Contamination that Seller proves did not arise from the operation, occupancy or use by Seller-related Use Entities, to the extent that they exceed Seller’s 50% share of liability or $1 million aggregate liability limit for such Claims as specified set forth in Section 5.1(i); (iii) from any first party costs or losses incurred by Buyer (including but not limited to lost profits, lost rents, diminution in property value, other business losses, increased construction costs arising from environmental issues, or the costs of environmental investigation and response measures of any kind) arising from Pre-Existing Contamination except where such cost or loss is required to be incurred (x) to satisfy the demands of an environmental regulatory agency, (y) to address the asserted claims of third parties (not including the claims of Stanford as landowner or lessor under the Ground Lease against Buyer Entities, for which Buyer expressly releases Seller), or (z) to address Seller’s failure to comply with any provision in this Agreement that relates to environmental matters; (iv) from any first party costs or losses (including but not limited to lost profits, lost rents, diminution in property value, other business losses, increased construction costs arising from environmental issues, or the costs of environmental investigation and response measures of any kind, including surrender obligations under the Ground Lease or otherwise related to the Property) arising from Building Materials or indoor air other than Claims that are described in Section 5.1(iv) or with respect to Seller’s liability for signing manifests as described in Section 3.3(c); (v) arise from any environmental losses, costs or Claims suffered, incurred and asserted by Stanford against Buyer Entities, or any environmental obligations imposed by Stanford against Buyer Entities under the Ground Lease or otherwise relating to the Real Property, whether at surrender of the Ground Lease or earlier, and whether or not arising from conditions existing prior to or after Closing (provided that this does not release Seller from its obligations set forth in Section 5.4(a...
Release by Buyer. To the fullest extent permitted by applicable law, you release the Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence) arising out of or related to disputes between you and the acts or omissions of third parties. You expressly waive any and all rights which you may have under applicable law, as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreement to this release.
Release by Buyer. Following expiration of the eighteen (18) month period referenced in Section 4.6 below: (i) Xxxxx, on behalf of itself, its officers, directors and its and their respective successors and assigns, does hereby forever release Seller, its officers, directors, shareholders, partners (limited and general), members, joint venturers, principals, agents, managing agent and employees, and its and their respective successors and assigns, of and from any and all losses, liabilities, damages, claims, demands, causes of action, costs and expenses, whether known or unknown, arising out of or in any way connected with the Assets, including, without limitation, the condition of the Assets and their operational condition (ii) Buyer does hereby forever release Seller of and from any claims and causes of action existing now or hereafter created or enacted, whether at common law or by federal, state, county, or municipal law or ordinance with respect to the Assets and (iii) Buyer agrees never to commence, aid in any way, or prosecute against Seller, its officers, directors, shareholders, partners (limited and general), members, joint venturers, principals, agents and employees and its and their respective successors and assigns, any action or other proceeding based upon any losses, liabilities, damages, claims, demands, causes of action, costs and expenses with respect to the Assets. Notwithstanding the foregoing, this provision shall not release any claims or suits commenced prior to the expiration of the eighteen (18) month period. The provisions of this subparagraph shall survive Closing.
Release by Buyer. Buyer, on behalf of itself and its successors and assigns hereby waives, releases, remises, acquits and forever discharges Seller, its elected and appointed officials, employees, agents, and any other person acting on behalf of Seller, from any and all claims, actions, causes of action, legal or administrative proceedings, demands, rights, damages, costs, expenses and compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with:
Release by Buyer. In consideration of the premises contained herein, the Acquired Assets, and in consideration of and as an inducement to Sellers to consummate the Closing, upon the occurrence of the Closing (and subject to the occurrence of the Closing), Buyer on behalf of itself and its Affiliates, hereby releases and forever discharges each of the Sellers’ respective past, present and future officers, directors, employees, representatives, Affiliates, shareholders, successors and assigns (individually, a “Released Party” and collectively, “Released Parties”) from any and all claims, demands, proceedings, causes of action, orders, obligations, contracts, indebtedness and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which such Buyer or any of such Buyer’s Affiliates now has, have ever had or may hereafter have against the respective Released Parties arising contemporaneously with or prior to the Closing or on account of or arising out of any matter, cause or event whatsoever occurring contemporaneously with or prior to the Closing, including (i) any matter arising out of or in connection with a Released Party’s capacity as a director, officer, employee, or shareholder of a Seller, including, but not limited to, Employment Causes of Action,
Release by Buyer. 10.2.1 Effective as of and conditioned upon Closing, Buyer, on behalf of Buyer and each of Buyer's affiliates, subsidiaries, representatives, agents, successors-in-interest and assigns, hereby releases and forever discharges the Sellers and each Seller's respective officers, directors, employees, agents, stockholders, controlling persons, representatives, affiliates, subsidiaries, successors-in-interest and assigns (individually, a "SELLER RELEASEE" and collectively, "SELLER RELEASEES") from any and all causes of action, claims, actions, rights, judgments, attorneys' fees, obligations, contracts, damages, promissory notes, demands, accountings or liabilities of whatever kind and character, whether now known or unknown, suspected or unsuspected, both at law and in equity, which Buyer or any of Buyer's affiliates, subsidiaries, representatives, agents, successors-in-interest and assigns 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; PROVIDED, HOWEVER, that nothing contained herein will operate to release any obligations of the Seller's arising under this Agreement or any other agreement or instrument entered into in connection with this Agreement.
Release by Buyer. Each of Buyer and Operator hereby agree as of the Closing Date to release, acquit, and forever discharge Seller and each of its Affiliates and Representatives from any and all claims and demands, actions and causes of action, costs, expenses, litigation costs, attorneys’ fees, and compensation of any kind or nature whatsoever that each may have, whether on account of or in anyway arising out of the Business, any assets or liabilities referenced in this Agreement or otherwise, whether known or unknown, foreseen or unforeseen, now existing or that may hereafter arise, directly or indirectly, of every kind and character, under or pursuant to any applicable law or theory (common or statutory and whether federal and/or state), arising out of or attributable to any conduct, representations, acts, actions, matters, or things done, omitted, or supposed to be done (collectively, “Actions”) by any of Seller or its Affiliates or Representatives on or prior to the Closing Date.
