BAT’s Section 423 Claim Clause Samples

BAT’s Section 423 Claim. Windward shall remain a party to the Section 423 Claim. BAT and Windward agree that (as far as is reasonably practical) they shall not take an adverse position to each other in the Section 423 Claim. In particular, BAT and Windward agree that: (a) Windward and BAT shall cooperate to ensure that they maximize any Sequana Recoveries from the Section 423 Claim. (b) BAT shall not seek any damages or adverse award against Windward in the Section 423 Claim. (c) BAT shall take all reasonable steps to ensure that any Sequana Recoveries that result from the Section 423 Claims are paid directly to the LLC, failing which to Windward (who shall hold them on behalf of the LLC, and pay them to the LLC in accordance with Section 10.3). To the extent CONFIDENTIAL TREATMENT REQUESTED. 23 that Recoveries from the Section 423 Claim are paid to BAT instead of Windward, BAT agrees that it holds such Recoveries for the LLC and shall pay such Recoveries to the LLC. (d) Entering into this Agreement extinguishes any adversity (should any exist) with respect to the Section 423 Claim, and that by sharing any Documents pursuant to this Agreement neither of them intends to waive any confidentiality or privilege in such Document as against third parties.