Purchaser’s Release Clause Samples

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. 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. 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. 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. 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. 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 Sections 8.2 and 8.3 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 Notes (or any replacements thereof), and (ii) with respect solely to ▇▇. ▇▇▇▇▇▇▇▇, any of the claims or other items excluded from the general release given by the Purchaser, FCC, UTG and their respective subsidiaries and affiliates in Section 3.B of the Agreement and Release.

Purchaser’s Release. Subject to Seller’s representations and warranties, by accepting title to the Property, Purchaser, for itself and all members of the Purchaser Group, releases all members of the Seller Group from any Claim or any Loss (including reasonable outside attorneys’ fees), whether known or unknown, liquidated or contingent, asserted against or incurred by any member of the Purchaser Group, and that arises from, is in any way associated with, or is related in any manner to the following (collectively, the “Released Matters”): 7.2.1 Acts or omissions of Purchaser or Purchaser Group and/or Seller or Seller Group with respect to, or occurring on, the Property; 7.2.2 Any condition existing or occurring in, on, under or within the Property, including, but not limited to: (A) the death or injury of any Person or Persons, including, without limitation, any member of the Purchaser Group; (B) the damage or destruction of the Property; (C) the violation or alleged violation of any federal, state, local, or municipal law, rule, regulation, order, judgment, decree or other requirement, including, without limitation, requirements under permits, licenses, consents and approvals; (D) the existence, assessment or Remediation of Contamination, if any so exists, upon, under, in or emanating to or from the Property; (E) emissions, discharges, releases or threatened releases, or the presence, generation, manufacturing, processing, distribution, use, treatment, storage, disposal, transport, labeling, advertising, sale, display or handling, of Contamination, if any so exists; (F) any response costs any member of the Seller Group or the Purchaser Group may incur with respect to the Property, under any Environmental Law; (G) any cause of action or theory of any kind as a result of, in connection with or in any way related to, the ownership and operation of the Property; (H) Environmental Conditions, whether such Environmental Conditions existed before or after the Closing; (I) Any Claims under the Lease; (J) Any historical or other uses at, on or in the vicinity of the Property as well any other historical uses of the Property or any adjacent land; and/or (K) any special, indirect or consequential damages, including, but not limited to, Claims for loss of use, rents, anticipated profit or business opportunity, or business interruption, construction delays, diminution in value, loss of goodwill by Purchaser, or mental or emotional distress or fear of injury or illness, trespass, nuisance o...

Purchaser’s Release. From and after 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, 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 covenants, representations and warranties of Seller set forth in in this Agreement to the extent same expressly survives the Closing, but not otherwise. The foregoing shall not preclude Purchaser from asserting as a defense to any claim against Purchaser that Purchaser is not the responsible party for the subject matter, but Purchaser has no right to seek contribution, indemnity or any other remedy against Seller as a result thereof. The terms and provisions of this Section 8.3 shall survive Closing and/or termination of this Agreement.