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. 2005 Price Decision Claim
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. 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. 4.1 If the Sound Transit operations, following final construction and after one year of operation, materially damage the property of the University, the University may submit a claim for damages. Such claim shall be subject to the valuation and dispute resolution process under Article V. With respect to any damages not compensated for in this Agreement, nothing in this Agreement shall prevent the University from asserting legal or equitable claims that the University would be entitled to assert against Sound Transit in the absence of this Agreement, provided, with respect to property damages, that the University shall afford Sound Transit a reasonable opportunity to repair the damage, and the University shall be entitled to seek judicial relief no earlier than one year after the date on which Link operations begin at the 45th Street Station. For any property claim which the University may intend to bring in the future, it will first provide Sound Transit with 90 days notice of any such claim. Sound Transit shall have the 90 day period in which to, should it chose to, cure any such property damage.
4.2 Nothing in this Article IV shall limit the obligation of Sound Transit to promptly repair or pay for repair of physical damage to buildings or improvements (e.g., broken window) on properties not occupied by Sound Transit that are caused by Sound Transit construction.
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. (a) Except as otherwise set forth herein, nothing in this Agreement shall:
(i) render the Transferee liable for any act, omission or default of the Transferor under the Original Agreements occurring prior to the Effective Date; or
(ii) except (A) for the Waived Matters; or (B) the waivers in Sections 2.4 and 2.5 below, release or discharge any right, power, interest, benefit, obligation or liability of the Transferor or the Remaining Parties in respect of any act, omission or default of the Transferor or the Remaining Parties, respectively, under the Collaboration Agreement or Supply Agreement, as applicable, prior to the Effective Date.
(b) Notice of any claim brought by MMCO, MMCL or the Transferor for any act, omission or default by the Transferor, MMCO or MMCL, respectively, under the Collaboration Agreement or Supply Agreement, as applicable, which occurred prior to the Effective Date must be served by the claiming Party upon the other Party no later than the first (1st) anniversary of the Effective Date.
Reserved Claims. 3 Revenue................................................................ 3 Seller................................................................. 1
Reserved Claims. The term "Reserved Claims" shall mean (i) all claims as to which any Indemnitee has given ---------------- any Indemnifying Party written notice (describing with reasonable specificity the amount and basis of such claims) on or prior to May 15, 1998 and (ii) all claims for Losses as a result of the breach of any representation or warranty contained in Section 4.4, Section 5.11 or Section 5.12; provided, however, that -------- ------- no claim may be made or suit instituted in respect of any breach of any representation or warranty contained in Section 5.11 or Section 5.12 after the statute of limitations (determined without regard to any extensions thereof) applicable to the underlying Tax or ERISA matter in question shall have expired.
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, Xxxxxxxx & Xxxxxxxxx or (v) any claim against the recoveries sought in Debtors' action against Foundation Health Systems, Xxxxxxxx & Xxxxxxxxx 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.
