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. 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. 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 (i) Executive’s ownership of vested equity securities of the Company (including any vested Options), (ii) Executive’s right to indemnification, advancement or defense by the Company or any of its affiliates pursuant to contract, directors’ and officers’ liability insurance or applicable law, (iii) claims for breach of this Agreement, (iv) claims that cannot be released as a matter of law, including, but not limited to, claims for workers’ compensation and 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, (v) claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, (vi) 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 rights under applicable law (collectively, the “Retained Claims”). In addition, nothing in this Agreement or the Confidentiality Agreement shall prohibit Executive from reporting possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation.
Retained Claims. The provisions of Section 5.13 and Section 5.14 are subject to the Seller’s retention of claims pursuant to Section 2.05 of this Agreement, including any such claims as may have been asserted in litigation pending as of the Closing Date. If the Seller determines to pursue any claim retained pursuant to Section 2.05, then, at the Seller’s discretion, litigation involving any such claims shall be bifurcated, with the Seller remaining the real party-in-interest and retaining control over (and being responsible for pursuing and bearing the related costs to pursue) claims retained by it pursuant to Section 2.05 and with the Purchaser substituting itself as the real party-in-interest and taking control of (and being responsible for pursuing and bearing the cost of pursuing) the remaining claims in litigation.
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) those rights under the Employment Agreement which by their terms expressly survive the termination of Employee’s employment, and (iv) claims that cannot be released as a matter of law (collectively, the “Retained Claims”).
Retained Claims. Notwithstanding anything herein to the contrary, Sellers may, or may cause any of the Acquired Entities to, prosecute the Retained Claims prior to the Closing in their sole discretion. All amounts (including refunds) awarded or otherwise paid to, or recovered by, any of the Acquired Entities, Sellers or any of their respective Affiliates (prior to, at, or after the Closing) in connection therewith shall be referred to as the “Retained Claims Amounts”, and all such Retained Claims Amounts shall be for the benefit of Sellers as provided herein, and, notwithstanding anything herein to the contrary, including Section 7.1(a), Sellers may, at any time at or prior to the Closing, distribute, transfer, dispose of, extinguish or otherwise exclude from the Acquired Entities the Retained Claims and any and all Retained Claims Amounts attributable thereto. To the extent that Sellers do not distribute, transfer, dispose of, extinguish or otherwise exclude from the Acquired Entities the Retained Claims at or prior to the Closing, from and after Closing, (i) to the fullest extent permitted by applicable Law, without the prior written consent of Seller Representative, Buyer hereby unconditionally and irrevocably agree not to exercise any rights that they may have that arise from the existence, payment, performance, or enforcement of any Retained Claims or any other agreement in connection therewith, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy in respect of the Retained Claims, whether or not such claim, remedy or right arises in equity or under Contract, statute or common Law, including the right to take or receive, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security on account of the Retained Claims and (ii) (A) Buyer and its Affiliates (including the Acquired Entities) shall reasonably cooperate with, and shall take reasonable instructions and direction from, Seller Representative in connection with the prosecution of the Retained Claims from and after the Closing and (B) Seller Representative shall reimburse Buyer for any reasonable and documented third party out-of-pocket fees, costs and expenses to the extent incurred or paid by any Acquired Entity following the Closing in respect of such prosecution of Retained Claims (excluding any such fees, costs and expenses to the extent included as part of Transacti...
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 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, both prior to and after Closing, Sellers shall retain all liability with respect to, have sole authority for, and responsibility to act in the defense, settlement, or other resolution of Black et al.
