Reserved Claims Sample Clauses
The Reserved Claims clause defines specific rights or claims that a party retains, even after entering into an agreement or settlement. In practice, this means that while certain disputes or liabilities may be resolved or released, the clause ensures that particular claims—such as those related to future breaches, indemnities, or statutory rights—are explicitly preserved and not waived. Its core function is to protect parties from unintentionally relinquishing important legal rights, thereby maintaining the ability to pursue or defend against certain claims in the future.
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Reserved Claims. The following provisions (the “Reserved Provisions”) of the MSA will survive the termination of the MSA and remain in full force and effect: Subsections 18.1.5, 18.1.9, 18.2.2 and 18.2.3 (IP Infringement). In addition, if a claim is made under any of the Reserved Provisions, Sections 18.4, 18.7 and 18.8 of the MSA will apply to such claims (but only as to the manner of the making of such claim and not as a Reserved Claim). “Reserved Claims” means any and all actions, causes of action, claims or demands (whether at law or in equity), liabilities, losses, damages, or any other form of claim or compensation for known or unknown acts or omissions arising under the Reserved Provisions. HT represents and warrants to BE that as of the date hereof it has no knowledge of any matter which would reasonably be expected to result in a claim by HT against BE for infringement or misappropriation under the Reserved Provisions hereunder. BE represents and warrants to HT that as of the date hereof it has no knowledge of any matter which would reasonably be expected to result in a claim by BE against HT for infringement or misappropriation under the Reserved Provisions hereunder.
Reserved Claims. Except as otherwise set forth in this Settlement Agreement, nothing in this Settlement Agreement releases, compromises, reduces, waives, bars, discharges, or limits in any way, except with respect to the Bar Order, Claimants’ rights to assert claims against any person (other than the Released Parties or as determined in the Bar Order), all of which are expressly reserved by Claimants.
Reserved Claims. The Parties do not release, and hereby expressly reserve, the following claims that each may have against the other (the “Reserved Claims”):
a. Claims arising under or to enforce the terms of this Settlement Agreement, including claims that arise after the Effective Date of the Settlement Agreement to enforce the rights of any of the Parties under the terms of the agreements incorporated hereby and attached as Exhibits B through I, including Claims reserved in Exhibit C.
b. Claims for contribution or indemnification (under the Company’s by-laws or otherwise) in connection with any claims, actions, suits or demands (including shareholder class actions or derivative actions or any tax- SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE related matter or any patent, license, sublicense, assignment, confidentiality agreement or other agreement (oral or written) granting rights to any patent, intellectual property, compound or other property consented to on behalf of the Company at any time prior to June 30, 2005) made against any one or more of the Parties by any person or entity that is not one or more of the Parties (“Third Party Claims”). In this connection, no right to coverage under any directors’ and officers’ liability insurance is released by the Parties. The Parties acknowledge that claims or facts in addition to or different from those which are now known or believed to exist may later be discovered with respect to any claim, liability, demand, damage, action or cause of action that they, or any of them, may possess against each other, or their respective current and former employees, representatives, companies, corporations, business entities, officers, directors, shareholders, partners, joint venturers, insurers, trustees, executors, creditors, agents, attorneys, heirs, predecessors, successors, assigns, parents, subsidiaries, affiliates, related companies, and controlling persons, past and present, and each of them, but each Party nevertheless intends this release to be effective as a full, general release.
Reserved Claims. For the avoidance of doubt, nothing in this Agreement shall waive or release the rights of Plaintiffs to seek waiver, reconsideration, a hearing, or an appeal of adverse determinations in their own SSI cases. In addition, also for the avoidance of doubt, nothing in this Agreement shall affect, release, waive or compromise the claims of the members of the putative class as pleaded in the Amended Complaint, other than the
Reserved Claims. 2005 Price Decision Claim
Reserved Claims. Nothing in this Agreement is intended to, nor shall it be 24 or regulation, and nothing in this Agreement is intended to, nor shall it be construed to, preclude any 25 state agency, department, board, or any federal entity, including the United States Environmental 26 Protection Agency or a federal natural resource trustee, from exercising its regulatory authority or 27 bringing a claim under any law, statute, or regulation against the City. The United States also does 28 not release and specifically reserves its right to assert claims for breach of this Agreement against
1 City, including claims for breach of any provision in Paragraph 3.a. or the certifications and 2 warranties in Paragraph 4.
Reserved Claims. Nothing in this First Letter Amendment shall affect, waive or amend any claims, causes of action, defenses, damages or remedies under the Original Agreement that have accrued to either party as of the effective date of this First Letter Amendment (collectively, “Reserved Claims”). The Reserved Claims shall survive any expiration or earlier termination of this First Letter Amendment. Notwithstanding the foregoing to the contrary,
(a) RES shall only be entitled to assert the Reserved Cell 3, 4, 5 Termination Fee Claim if CRA, the City, the Successor Agency or any party with a right to assert a claim on behalf of any one of them files a lawsuit or arbitration action against RES or its principals related to the performance of work under the Agreement prior to July 15, 2024;
(b) the CRA shall have the right to cause RES to enter into a mutual release of claims whereby RES, CRA, the City, the Successor Agency and all parties with a right to assert a claim on behalf of any one of them release all claims, causes of action, damages and remedies arising out of the performance of work under the Agreement prior to July 15, 2024; and
(c) RES’ ability to assert the Reserved Cell 3, 4, 5 Termination Fee Claim shall expire at the expiration of any applicable statute of limitations for such claim (as the same may be extended by any applicable tolling agreement).
Reserved Claims. Notwithstanding any other provisions of this Agreement, Seller hereby reserves and retains, exclusively for itself, the Reserved Claims, and all rights, title and interests therein and benefits thereof, at law and/or in equity, and nothing herein shall be deemed to limit or impair in any respect Seller's rights and entitlement to independently enforce any of the Reserved Claims by such means as Seller deems necessary or appropriate, which may include the commencement of legal proceedings (other than against Tenants for purposes of collecting Uncollected Rents). Purchaser is not entitled to, and Purchaser agrees that it shall not, waive, discharge or modify any of the rights, title, interests, benefits and other provisions of the Reserved Claims, or attempt to do any of the foregoing.
Reserved Claims. Notwithstanding anything herein to the contrary, Seller shall retain all rights in, to and under those certain currently pending lawsuits with respect to the Property and described on Exhibit “M” attached hereto and made a part hereof, or the subject matter thereof (the “Reserved Claims”), and Buyer shall have no, and hereby releases any, rights of any kind with respect to the Reserved Claims or any amounts recovered in connection therewith, it being understood that Seller shall have the sole right to prosecute such Reserved Claims and recover any amounts awarded thereon, whether as a result of settlement, final or stipulated judgment, arbitration award or any appeal. To the extent necessary or reasonably required, Buyer agrees to cooperate with Seller subsequent to Closing (at no cost and expense to Buyer), in connection with such Reserved Claims in order to preserve Seller’s rights and recourse with respect to the Reserved Claims. Seller agrees to indemnify and hold Buyer, its successors and assigns, harmless from and against any and all loss, damage, claim or expense arising from or growing out of the Reserved Claims, including attorneys' fees and costs at trial and all appellate levels. The provisions of this paragraph shall survive Closing. At Closing, Seller and Buyer will enter into an indemnity and cooperation agreement regarding the Reserved Claims to better identify the rights and obligations with respect thereto. The undersigned parties hereby acknowledge receipt of a copy hereof and acknowledge further that they have not received nor relied upon any statements or representations made by any other party. The foregoing recitals are true and correct and incorporated herein by reference as if set forth at length.
Reserved Claims. The Conservator's obligation to release Debtors' officers, directors, employees, attorneys and certain others shall under no circumstances be construed as a release of, and the Conservator expressly reserves all claims against or arising from or in connection with: (i) Zurich Insurance Group ("Zurich") or any affiliate of Zurich other than Debtors; (ii) any individual officer, director and employee of Zurich or any of its affiliates (other than an individual who is an officer, director or employee of one or more of the Debtors and not of Zurich or any of its other affiliates); (iii) any claim against the Conserved Companies officers and directors, regardless of whether they also are Debtors' officers and directors, for errors and omissions in the management of the Conserved Companies; (iv) any claim against actuarial, accounting or other professional firms who provided services to or for the benefit of the Conserved Companies, including without limitation, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ or (v) any claim against the recoveries sought in Debtors' action against Foundation Health Systems, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ and others (the "FHS Case") or any entitlement of the Conservator to intervene in the FHS Case on behalf of the Conserved Companies. Notwithstanding the foregoing, Debtors reserve all rights and defenses available to them and do not acknowledge any right of the Conservator or the Conserved Companies regarding any alleged claim the Conservator or the Conserved Companies may have to intervene in or share in any recovery from the FHS Case.