Retained Claims Clause Samples

Retained Claims. The parties agree, and Executive understands, that this Release does not waive or restrict Executive’s right or ability to file: (a) a claim challenging the validity of this Agreement, including challenges made pursuant to the ADEA or Older Worker Benefits Protection Act; (b) a claim or to pursue a remedy for any rights or claims under the ADEA that may arise after the Effective Date; (c) a claim compelling enforcement of the Consulting Agreement; (d) a claim for unemployment compensation benefits, provided that the Company cannot and will not make the ultimate determination as to Executive’s eligibility for such benefits; (e) a claim for workers’ compensation benefits; (f) a claim for long-term or short-term disability; (g) a claim for indemnification to which Executive would be entitled under the Company’s Restated Certificate of Incorporation, if the Executive becomes a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of Executive’s service to the Company as an officer, employee, agent or fiduciary of the Company or Executive’s service, at the request of the Company, as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to any employee benefit plan; (h) a claim as a shareholder related to payment by the Company; (i) a claim related to the Company’s contractual obligations with respect to any long-term incentive award (including under any applicable plan document, grant agreement or award notice) outstanding as of January 31, 2027; (j) protections against retaliation under the Taxpayer First Act of 2019 (26 U.S.C. §2623(d)); (k) a charge or complaint with the Equal Employment Opportunity Commission or any other federal, state or local administrative body or government agency. Executive agrees, however, that she shall not be entitled to receive any monetary benefit from or obtain any monetary relief through any such charge or complaint, whether filed by Executive or on Executive’s behalf, based upon claims arising from or attributable in any way to her employment with, or separation from employment with, the Company; and/or (l) Any claims not permitted to be waived or released under applicable law. In addition, this Release does not surrender or waive any right Executive may have under the Employee Retirement Income Security Act of 1974, as amended, includ...

Retained Claims. The Company shall retain liability for certain insured claims as set forth in Schedule 1.5, paragraph 5 (the "RETAINED CLAIMS"). The Buyer and the Guarantor agree to cooperate with the Company and the Parent in the defense of the Retained Claims and to make available the Buyer's personnel and facilities for that purpose. The Company shall retain as Excluded Assets and not transfer to the Buyer all books and records associated with the Retained Claims, as well as any reserves established on the books of the Company for the Retained Claims, which reserves shall be paid in cash by the Buyer to the Company at Closing.

Retained Claims. Notwithstanding anything to the contrary in this Agreement, the Company and the Initial Member agree that the contribution and sale of the Loans pursuant to this Agreement will exclude the transfer to the Company of any right, title and interest of the Initial Member, any Failed Bank and any predecessors-in-interest thereto in and to any and all claims of any nature whatsoever that now might exist or hereafter might arise, whether known or unknown, that the Initial Member, any Failed Bank or predecessors-in-interest thereto have or had or that any might have or might have had, regardless of when any such claim is discovered, against any of the following: (a) officers, directors, employees, insiders, accountants, attorneys, other persons employed by the Initial Member, any Failed Bank or any of its predecessors-in-interest, underwriters or any other similar Persons who might have caused a loss to the Initial Member, any Failed Bank or any of its predecessors-in-interest in connection with the initiation, origination, servicing or administration of a Loan; (b) any appraisers, accountants, auditors, attorneys, investment bankers or brokers, loan brokers, deposit brokers, securities dealers or other professional individuals or Persons who performed services for the Initial Member, any Failed Bank or any of its predecessors-in-interest relative to the initiation, origination, servicing or administration of a Loan; (c) any third parties for alleged fraud, misrepresentation or other misconduct in connection with the initiation, origination or servicing of a Loan; or (d) any appraiser or other Person with whom the Initial Member, any Failed Bank or any of their predecessors-in-interest or any servicing agent contracted for services or title insurance in connection with the initiation, origination, insuring or servicing of a Loan.

Retained Claims. (a) Subject to the remaining provisions of this Section 7.12, Seller and its Affiliates shall retain complete control of any Retained Claim (including any appeals thereof) with full authority to prosecute, defend or institute a new lawsuit, counterclaim or other proceeding relating thereto, and Seller and its Affiliates shall have the sole and exclusive right, at their own expense, to settle or otherwise dispose of the same (in their sole discretion). Buyer will provide reasonable cooperation (at Seller’s request and expense) in such prosecution, settlement or disposition, as applicable, including providing reasonable access during normal business hours to the personnel, properties, books and records of the Business to the extent related to the Retained Claim; provided that Seller and its Affiliates will not, in the prosecution or defense of any such action, suit, proceeding, claim, demand or assessment, except with the prior written consent of Buyer, consent to the entry of any Judgment or enter into any settlement (w) that restricts the operations of Buyer, its Affiliates, the Business or a Transferred Company, (x) admits liability or wrongdoing on the part of Buyer, its Affiliates, the Business or a Transferred Company, (y) that grants any rights under or to any Transferred Asset or (z) acknowledges the invalidity or unenforceability of any Transferred IP. If a Transferred Company, Buyer or any of its Affiliates is party to any action, suit, proceeding, claim, demand or assessment related to any Retained Defendant Liability, any settlement of the same shall include as an unconditional term thereof the giving by the third-party claimant to the Transferred Company, Buyer or such Affiliate, as applicable, a release from all liability in respect thereof. (b) Seller shall use its commercially reasonable efforts to assign to, or otherwise substitute for the applicable Transferred Company, Seller or an Affiliate of Seller in any action, suit, proceeding, claim, demand or assessment related to any Retained Claim; provided that, if it is necessary for a Transferred Company to remain a party to any such action, suit, proceeding, claim, demand or assessment, or if any such assignment or substitution would result in the dismissal of, or Seller or its Affiliates waiving any defenses or forfeiting any rights or remedies or otherwise materially prejudice Seller or its Affiliates in respect of, any Retained Claim, then, notwithstanding Section 6.08, such Retained Claim...

Retained Claims. The Company shall retain liability for certain insured claims as set forth in Schedule 1.5, paragraph 5 (the "RETAINED CLAIMS"). The Buyer and the Guarantor agree to cooperate with the Company and the Parent in the defense of the Retained Claims and to make available the Buyer's personnel and facilities for that purpose. The Company shall retain as Excluded Assets and not transfer to the Buyer all books and records associated with the Retained Claims.

Retained Claims. Executive agrees that this Release shall be and remain in effect in all respects as a complete general release as to the matters released. Notwithstanding the foregoing, for the avoidance of doubt, nothing herein will be deemed to release any rights or remedies in connection with Executive’s ownership of vested equity securities of the Company or Executive’s right to indemnification by the Company or any of its affiliates pursuant to contract or applicable law (collectively, the “Retained Claims”). This Release also does not release claims that cannot be released as a matter of law, including, but not limited to, Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Executive’s release of claims herein bars Executive from recovering such monetary relief from the Company or any Releasee), claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, and claims to any benefit entitlements vested as the date of separation of Executive’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and Executive’s right under applicable law.

Retained Claims. Notwithstanding the foregoing, the release provided herein does not extend to and the Employee is not releasing (i) any rights or claims as an equity holder in the Company or any Releasees, (ii) rights to or claims for indemnification or advancement of expenses, (iii) Separation Pay and Benefits, (iv) those rights under the Employment Agreement which by their terms expressly survive the termination of Employee’s employment, and (v) claims that cannot be released as a matter of law (collectively, the “Retained Claims”). ​

Retained Claims. Executive agrees that the release set forth in this Section 5 shall be and remain in effect in all respects as a complete general release as to the matters released. Notwithstanding the foregoing, for the avoidance of doubt, nothing herein will be deemed to release any rights or remedies in connection with Executive’s ownership of vested options/equity, vested benefits of the Company, your rights under this Agreement and/ or Executive’s right to indemnification and/or defense by the Company or any of its affiliates pursuant to contract or applicable law (collectively, the “Retained Claims”). This release also does not release claims that cannot be released as a matter of law, including, but not limited to, Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Executive’s release of claims herein bars Executive from recovering such monetary relief from the Company or any Releasee), claims for unemployment ​ ​ compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, and claims to any benefit entitlements vested as the date of separation of Executive’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and Executive’s right under applicable law. ​

Retained Claims. Notwithstanding the foregoing, the Releasing Parties are not releasing claims for payment (each a “Retained Claim” and, collectively, the “Retained Claims”) for Covered Services provided to Plan Members prior to or on the Effective Date as to which, as of the Effective Date, (i) no claim with respect to such Covered Services has been submitted to Company; provided that the applicable period for filing such claim has not elapsed; or (ii) a claim with respect to such Covered Services has been filed with Company but such claim has not been finally adjudicated by Company. For purposes of clause (ii), above, final adjudication shall mean completion of Company’s internal appeals process. In the event that a claim referred to in clause (ii) is finally adjudicated less than thirty (30) days prior to the Effective Date, such claim shall constitute a Retained Claim if a Physician seeks relief under § 7.10 not later than ninety (90) days after notice of such final adjudication, but otherwise such claim shall constitute a Released Claim. Retained Claims shall be resolved pursuant to the appropriate remedial provisions of this Agreement.