Common use of Share Repurchase Clause in Contracts

Share Repurchase. (a) If the Optionee's employment with the Company terminates for any reason or if the Optionee breaches any covenant set forth in any employment, noncompetition, nonsolicitation, confidentiality, inventions or similar agreement between the Company and the Optionee (an "Employment Agreement") at any time, the Company or its assignee shall have the right (but not the obligation) in its sole discretion to repurchase any or all of the Option Shares held by such Optionee (the "Share Repurchase Option"). If the Company or its assignee repurchases any Option Shares pursuant to this Section, it shall pay to the Optionee or his or her Legal Representative a purchase price equal to: (i) in the case of the Optionee's termination of employment for any reason other than Cause, the Fair Market Value of such Option Shares as of the date the Company or its assignee elects to repurchase such Option Shares; and (ii) in the case of the Optionee's termination of employment for Cause or the Optionee's breach of an Employment Agreement, the lesser of the exercise price, as adjusted pursuant to Section 3.4 of the Option Agreement, and the Fair Market Value of the Option Shares as of the date the Company or its assignee elects to repurchase such Option Shares. (a) The right of the Company or its assignee to repurchase such Option Shares shall expire 90 days after the date of the Optionee's termination of employment or breach, as applicable, or, if later, 90 days after the date the Option is exercised. The repurchase rights shall be in addition to any other rights or remedies that the Company or its assignee may have under this Agreement or otherwise. If the Company or its assignee elects to repurchase any Option Shares pursuant to this Section, (i) the Company or its assignee shall deliver to the Optionee, within the 90-day period described in this Section, a notice setting forth the number of Option Shares which it has elected to repurchase and (ii) the Optionee shall deliver to the Company a certificate or certificates for the Option Shares being repurchased, duly endorsed or otherwise in proper form for transfer, against payment of the required repurchase price in cash (by check).

Share Repurchase. (a) If On the Optionee's employment with terms and subject to the conditions contained in this Agreement, on the Effective Date, the ▇▇▇▇ Parties shall sell, assign, transfer, convey and deliver the Shares (as set forth on Exhibit A) to the Company, and the Company terminates shall purchase, acquire and accept said Shares from the ▇▇▇▇ Parties. In consideration for any reason or if the Optionee breaches any covenant sale, assignment, transfer, conveyance and delivery of the Shares, at the Closing (as defined below), the Company shall (i) transfer and deliver to the ▇▇▇▇ Parties (in the amounts set forth on Exhibit A) an aggregate of 330,231 shares of common stock, par value $0.01 per share, of FedNat Holding Company (the “FedNat Stock”) and (ii) pay to the ▇▇▇▇ Parties (in the amounts set forth on Exhibit A) an aggregate cash consideration of $2,752,617 in immediately available funds (the “Cash Consideration”). The ▇▇▇▇ Parties agree that the releases set forth in any employment, noncompetition, nonsolicitation, confidentiality, inventions or similar agreement between Section 4(b) of this Agreement constitute a material inducement for the Company to enter into this Agreement and perform its obligations hereunder (including, without limitation, its obligations under this Section 1), and the Optionee Company agrees that the releases set forth in Section 4(a) of this Agreement constitute a material inducement for the ▇▇▇▇ Parties to enter into this Agreement and perform their obligations hereunder (including, without limitation, their obligations under this Section 1). (b) The closing of the purchase and sale contemplated by Section 1(a) (the “Closing”) shall occur on the Effective Date contemporaneously with the execution and delivery of this Agreement by the Parties. At the Closing, (i) each applicable ▇▇▇▇ Party shall deliver or cause to be delivered to the Company all of the right, title and interest of such ▇▇▇▇ Party in and to such ▇▇▇▇ Party’s Shares (as set forth on Exhibit A) by an "Employment Agreement"appropriate method reasonably acceptable to the Company, together with all documentation reasonably required by the Company to transfer to the Company all right, title and interest in and to said Shares, (ii) at any timethe Company shall deliver or cause to be delivered to the applicable ▇▇▇▇ Parties (as set forth on Exhibit A) all of the right, title and interest of the Company in and to the FedNat Stock by an appropriate method reasonably acceptable to the ▇▇▇▇ Parties, together with all documentation reasonably required by the ▇▇▇▇ Parties to transfer to said ▇▇▇▇ Parties all right, title and interest in and to said FedNat Stock, (iii) in accordance with wire transfer instructions provided in writing by the ▇▇▇▇ Parties to the Company prior to the Effective Date (the “Wire Instructions”), the Company or its assignee shall have the right (but not the obligation) in its sole discretion to repurchase any or all of the Option Shares held by such Optionee (the "Share Repurchase Option"). If the Company or its assignee repurchases any Option Shares pursuant to this Section, it shall pay to the Optionee or his or her Legal Representative a purchase price equal to: applicable ▇▇▇▇ Parties (ias set forth on Exhibit A) their applicable portion of the Cash Consideration in cash by wire transfer of immediately available funds, and (iv) the Company shall pay to the ▇▇▇▇ Parties the Expense Reimbursement (as defined below) in cash by wire transfer of immediately available funds in accordance with the case of the Optionee's termination of employment for any reason other than Cause, the Fair Market Value of such Option Shares as of the date the Company or its assignee elects to repurchase such Option Shares; and (ii) in the case of the Optionee's termination of employment for Cause or the Optionee's breach of an Employment Agreement, the lesser of the exercise price, as adjusted pursuant to Section 3.4 of the Option Agreement, and the Fair Market Value of the Option Shares as of the date the Company or its assignee elects to repurchase such Option SharesWire Instructions. (ac) The right Each Party hereby agrees to execute and deliver, or cause to be executed and delivered, such other documents and instruments, and to take such other actions, as are consistent with the terms of this Section 1 and as may be reasonably required or requested by the other Parties in order to accomplish the transactions contemplated by this Section 1 (including, without limitation, providing directions or instructions to the appropriate transfer agent in respect of the Company or its assignee to repurchase such Option Shares shall expire 90 days after the date transfer of the Optionee's termination Shares or of employment or breach, as applicable, orthe FedNat Stock (such transfer shall include, if laternecessary, 90 days after changing the date name of the Option is exercisedholder of record of such FedNat Stock in the books and records of FedNat Holding Company by the appropriate transfer agent)). The repurchase rights For the avoidance of doubt, no failure of the ▇▇▇▇ Parties to execute or deliver any such other documents or instruments or to accept the Company’s wire transfer(s) (provided such wire transfer(s), in the aggregate, equal the sum of the Cash Consideration plus the Expense Reimbursement) shall affect the validity of the Share Repurchase. (d) Notwithstanding any delay due to changing the name of the holder of record of the FedNat Stock in the books and records of FedNat Holding Company described by Section 1(c), the Closing shall be in addition deemed to any other rights or remedies that have occurred on the Company or its assignee may have under Effective Date contemporaneously with the execution and delivery of this Agreement or otherwise. If the Company or its assignee elects to repurchase any Option Shares pursuant to this Section, (i) the Company or its assignee shall deliver to the Optionee, within the 90-day period described in this Section, a notice setting forth the number of Option Shares which it has elected to repurchase and (ii) the Optionee shall deliver to the Company a certificate or certificates for the Option Shares being repurchased, duly endorsed or otherwise in proper form for transfer, against payment of the required repurchase price in cash (by check)Agreement.

Share Repurchase. (a) If the Optionee's ’s employment with the Company terminates for any reason or if the Optionee breaches any covenant set forth in any employment, noncompetition, nonsolicitation, confidentiality, inventions or similar agreement between the Company and the Optionee (an "“Employment Agreement"”) at any time, the Company or its assignee shall have the right (but not the obligation) in its sole discretion to repurchase any or all of the Option Shares held by such Optionee (the "“Share Repurchase Option"”). If the Company or its assignee repurchases any Option Shares pursuant to this Section, it shall pay to the Optionee or his or her Legal Representative a purchase price equal to: (i) in the case of the Optionee's ’s termination of employment for any reason other than Cause, the Fair Market Value of such Option Shares as of the date the Company or its assignee elects to repurchase such Option Shares; and (ii) in the case of the Optionee's ’s termination of employment for Cause or the Optionee's ’s breach of an Employment Agreement, the lesser of the exercise price, as adjusted pursuant to Section 3.4 of the Option Agreement, and the Fair Market Value of the Option Shares as of the date the Company or its assignee elects to repurchase such Option Shares. (a) The right of the Company or its assignee to repurchase such Option Shares shall expire 90 days after the date of the Optionee's termination of employment or breach, as applicable, or, if later, 90 days after the date the Option is exercised. The repurchase rights shall be in addition to any other rights or remedies that the Company or its assignee may have under this Agreement or otherwise. If the Company or its assignee elects to repurchase any Option Shares pursuant to this Section, (i) the Company or its assignee shall deliver to the Optionee, within the 90-day period described in this Section, a notice setting forth the number of Option Shares which it has elected to repurchase and (ii) the Optionee shall deliver to the Company a certificate or certificates for the Option Shares being repurchased, duly endorsed or otherwise in proper form for transfer, against payment of the required repurchase price in cash (by check).

Share Repurchase. (a) If the Optionee's employment with the Company terminates for any reason or if the Optionee breaches any covenant set forth in any employment, noncompetition, nonsolicitation, confidentiality, inventions or similar agreement between the Company Employee acknowledges and the Optionee (an "Employment Agreement") at any time, the Company or its assignee shall have the right (but not the obligation) in its sole discretion to repurchase any or all of the Option Shares held by such Optionee (the "Share Repurchase Option"). If the Company or its assignee repurchases any Option Shares pursuant to this Section, it shall pay to the Optionee or his or her Legal Representative a purchase price equal to: (i) in the case of the Optionee's termination of employment for any reason other than Cause, the Fair Market Value of such Option Shares agrees that as of the date the Company or its assignee elects to repurchase such Option Shares; and (ii) in the case of the Optionee's termination of employment for Cause or the Optionee's breach of an Employment this Letter Agreement, Employee is the lesser holder, or indirect holder or beneficiary, of the exercise price, as adjusted pursuant to Section 3.4 119,395 shares of the Option AgreementCommon Stock, and that neither Employee nor any member of Employee’s immediate family owns any other shares of Common Stock (such shares of Common Stock, together with any shares of Common Stock acquired upon Employee’s exercise of Group Options, “Covered Shares”). On September 30, 2010, Group shall purchase from Employee, and Employee shall sell to Group 23,879 Covered Shares at a price per share of $75. In the Fair Market Value event of a Qualifying Retirement, Group shall purchase from Employee, and Employee shall sell to Group the remaining Covered Shares in four equal annual installments on December 31, 2011, 2012, 2013 and 2014 (or if such date is not a business day, the first business day thereafter) (each such date, a “Repurchase Date”). Covered Shares acquired upon exercise of a Group Option Shares shall be apportioned as equally as possible among the then remaining Repurchase Dates as of the date applicable option exercise date. Except as provided with respect to the Company or its assignee elects September 30, 2010 purchase, the price per share of Common Stock to repurchase such Option Shares. (a) The right of the Company or its assignee to repurchase such Option Shares shall expire 90 days after the date of the Optionee's termination of employment or breach, as applicable, or, if later, 90 days after the date the Option is exercised. The repurchase rights shall be in addition to any other rights or remedies that the Company or its assignee may have under this Agreement or otherwise. If the Company or its assignee elects to repurchase any Option Shares paid pursuant to this SectionSection 8 shall be the Fair Value Per Share (as defined in the Amended and Restated Stockholders Agreement, dated as of April 3, 2007, by and among Group, and those stockholders of Group listed on Schedule A thereto (ithe “Stockholders Agreement”)) as of the Company applicable Repurchase Date. Repurchases pursuant to this Section 8 shall be made at the offices of Group or its assignee designee. Delivery of certificates or other instruments evidencing Common Stock duly endorsed for transfer and free and clear of all liens, claims and other encumbrances (other than encumbrances under the Shareholders Agreement) shall deliver be made with respect to the Optionee, within the 90-day period described in this Section, a notice setting forth the number those shares of Option Shares which it has elected Common Stock then subject to repurchase and (ii) the Optionee shall deliver to the Company a certificate or certificates for the Option Shares being repurchased, duly endorsed or otherwise in proper form for transferhereunder, against payment of the purchase price therefor. Following a Qualifying Retirement, this Section 8 shall supersede Section 6 of the Stockholders Agreement with respect to the Covered Shares. The rights and obligations under this Section 8 automatically shall terminate in the event of an IPO (as defined in the Stockholders Agreement). The rights and obligations under this Section 8 shall be subject to Section 4 and Section 5 of the Stockholders Agreement, such that if Employee sells any shares of Common Stock pursuant to Section 4 or Section 5 of the Stockholders Agreement, the number of shares of Common Stock that Group is required to repurchase price from Employee and Employee is required to sell to Group pursuant to this Section 8 shall be reduced on a share for share basis, with Group’s and the Employee’s obligations with respect to each then remaining repurchase installment under this Section 8 reduced on an equal and proportionate basis. Employee shall cease to have the right to require Group to repurchase Covered Shares pursuant to this Section 8 upon a breach of Employee’s obligations under Section 10 or Section 11 of this Letter Agreement or upon a material breach of Employee’s obligations under Section 9 of this Letter Agreement, it being understood that Group shall continue to have the right to repurchase Covered Shares pursuant to this Section 8. Any rights and obligations of the Employee under this Section 8 shall, in cash (the event of his death before September 30, 2010 or any applicable Repurchase Date, transfer to his executor, personal representative, or the person(s) to whom the Covered Shares are transferred by check)will or the laws of descent and distribution.

Share Repurchase. (aExcluding shares held in Your 401(k) If the Optionee's employment with account, as of November 8, 2006, You and Your spouse currently own 612 shares of common stock of the Company terminates for (together with any reason or if the Optionee breaches any covenant set forth in any employment, noncompetition, nonsolicitation, confidentiality, inventions or similar agreement between shares of common stock of the Company You receive upon the exercise of the Stock Options prior to the earlier of (x) the “Put Expiration Date” and (y) the Optionee “Put Exercise Date” (an "Employment Agreement") at any timeeach as defined below), the “Shares”). From the date which is 11 business days following the date of termination of the modified “Dutch Auction” tender offer as currently contemplated by the Company or its assignee (the “Issuer Tender Offer”) until sixty (60) days following the date of termination of the Issuer Tender Offer (the “Put Expiration Date”), You shall have a one-time option (the right “Put”), exercisable on not less than ten business days written notice to the Company’s chief legal officer (but not the obligation) in its sole discretion date of such notice being the “Put Exercise Date”), to require the Company to, subject to applicable law, repurchase any or all of the Option Shares held by such Optionee (the "Share Repurchase Option"). If the Company or its assignee repurchases any Option Shares pursuant to this Section, it shall pay at a price per share equal to the Optionee or his or her Legal Representative a purchase price equal to: greater of (i) in the case of the Optionee's termination of employment for any reason other than Cause, the Fair Market Value of such Option Shares as of the date the Company or its assignee elects to repurchase such Option Shares; $4.75 and (ii) the price paid by the Company in the case of the Optionee's termination of employment for Cause or the Optionee's breach of an Employment AgreementIssuer Tender Offer, the lesser of the exercise price, as adjusted pursuant to Section 3.4 of the Option Agreementless any applicable withholding taxes and without interest, and the Fair Market Value of Company hereby agrees to make such purchase if You exercise the Option Shares as of the date Put, subject to applicable law; provided however, that if the Company or elects not to conduct the Issuer Tender Offer, the Put may be exercised at $4.75 as aforesaid from ten business days following the Company’s announcement of its assignee elects decision not to repurchase such Option Shares. (a) The right of conduct the Company or its assignee to repurchase such Option Shares shall expire 90 Issuer Tender Offer until thirty calendar days after the date of the Optionee's termination of employment or breach, as applicable, or, if later, 90 days after the date the Option is exercisedsuch announcement. The repurchase rights shall be in addition to any other rights or remedies You acknowledge and agree that the Company Shares are, and will be at the time of repurchase, free and clear of any liens, pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or its assignee may have under this Agreement other encumbrances of any kind or otherwisenature (“Encumbrances”). If the Company You shall deliver, or its assignee elects cause to repurchase any Option Shares pursuant to this Sectionbe delivered, (i) the Company or its assignee shall deliver to the Optionee, within the 90-day period described in this Section, a notice setting forth the number of Option Shares which it has elected to repurchase and (ii) the Optionee shall deliver to the Company a certificate or certificates for the Option Shares being repurchased, duly endorsed or otherwise in proper form for transferCompany, against payment therefore, stock certificates representing the Shares, free and clear of all Encumbrances. Nothing contained herein shall require You to exercise the required repurchase price in cash (by check)Put, it being Your option.

Share Repurchase. (a) If Executive represents and warrants that (i) he is the Optionee's employment with sole legal and beneficial owner of all right, title and interest in and to 2,365,500 shares (the Company terminates for any reason or if the Optionee breaches any covenant set forth in any employment, noncompetition, nonsolicitation, confidentiality, inventions or similar agreement between the Company and the Optionee (an "Employment AgreementShares") at any timeof the Common Stock, the Company or its assignee shall have the right (but not the obligation) in its sole discretion to repurchase any or and that such Shares constitute all of the Option Common Stock owned by him, (ii) he has full power and authority to enter into and perform his obligations pursuant to this Agreement and the documents contemplated hereby, and (iii) he will convey hereunder good and marketable title to the Shares held by such Optionee to the Company, free and clear of any liens, claims, security interests, options, leases, restrictions or other encumbrances of any nature. (b) The Company hereby purchases, and the Executive hereby sells, all of Executive's right, title and ownership interest in and to the Shares for an aggregate of $3,146,115 (the "Share Repurchase OptionPurchase Price"). If The Company's Board of Directors has adopted a resolution approving the purchase of the Shares that specifies the name of the Executive and the number of Shares being repurchased. As payment in full of the Purchase Price, the outstanding principal and accrued but unpaid interest pursuant to the Stock Note is hereby reduced in an amount equal to the Purchase Price. (c) The remaining $544,920 owed to the Company or its assignee repurchases any Option Shares by the Executive pursuant to this Section, it shall pay to the Optionee or his or her Legal Representative a purchase price equal to: (i) in the case of the Optionee's termination of employment for any reason other than Cause, the Fair Market Value of such Option Shares Stock Note as of the date hereof is hereby converted into a new loan pursuant to the promissory note attached hereto as Exhibit A (the "2002 Note"). Concurrent with Executive's execution and delivery to the Company or its assignee elects to repurchase such Option Shares; and (ii) in the case of the Optionee's termination of employment for Cause or 2002 Note, together with such documentation as the Optionee's breach of an Employment Agreement, Company deems reasonably necessary to effect the lesser sale and transfer of the exercise priceShares to the Company, as adjusted all amounts due and owing pursuant to Section 3.4 of the Option Agreement, Stock Note shall be deemed satisfied and the Fair Market Value of Stock Note and the Option Shares as of the date the Company or its assignee elects to repurchase such Option SharesPledge Agreement will be automatically terminated and cancelled. (ad) The right Upon consummation of the Company or its assignee to repurchase such Option Shares shall expire 90 days after the date of the Optioneetransactions contemplated by this Agreement, each party's termination of employment or breach, as applicable, or, if later, 90 days after the date the Option is exercised. The repurchase rights shall be in addition to any other rights or remedies that the Company or its assignee may have under this Agreement or otherwise. If the Company or its assignee elects to repurchase any Option Shares and obligations pursuant to this Section, (i) the Company or its assignee shall deliver to Stock Agreement and the Optionee, within the 90-day period described in this Section, a notice setting forth the number of Option Shares which it has elected to repurchase Registration Letter are terminated and (ii) the Optionee shall deliver to the Company a certificate or certificates for the Option Shares being repurchased, duly endorsed or otherwise in proper form for transfer, against payment of the required repurchase price in cash (by check)cancelled.

Share Repurchase. The Borrower and Sanofi, a company organized under the laws of France (athe “Selling Shareholder”) If propose to enter into a transaction whereby the Optionee's employment Selling Shareholder proposes to sell to the Borrower, and the Borrower proposes to purchase from the Selling Shareholder, shares of the Borrower’s common stock, par value $0.001 per share (“Common Stock”), pursuant to the terms and conditions of a stock repurchase agreement proposed to be entered into between the Borrower and the Selling Shareholder on or about the date hereof (any such agreement as amended, supplemented or otherwise modified from time to time in accordance with the Company terminates terms thereof, the “Stock Repurchase Agreement”). The Selling Shareholder and its affiliates propose to sell through an underwritten public offering a certain number of shares of Common Stock held by the Selling Shareholder and its affiliates as of the Effective Date (such offering, the “Secondary Offering”). The Secondary Offering is proposed to be consummated in accordance with the terms and conditions of an underwriting agreement proposed to be entered into among the Borrower, the Selling Shareholder, and the representatives (including an affiliate of the Initial Lender, as one of the representatives) of the underwriters to be identified therein (such agreement as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof). For the avoidance of doubt, for purposes of the Loan Documents, a “Share Repurchase” will be deemed to include any reason or if the Optionee breaches any covenant set forth in any employment, noncompetition, nonsolicitation, confidentiality, inventions or similar agreement between repurchase by the Company and from the Optionee (an "Employment Agreement") at any time, the Company or its assignee shall have the right (but not the obligation) in its sole discretion to repurchase any or all Selling Shareholder of the Option Shares shares of Common Stock held by such Optionee (the "Share Repurchase Option"). If the Company or Selling Shareholder and its assignee repurchases any Option Shares pursuant to this Section, it shall pay to the Optionee or his or her Legal Representative a purchase price equal to: (i) in the case of the Optionee's termination of employment for any reason other than Cause, the Fair Market Value of such Option Shares affiliates as of the date the Company or its assignee elects to repurchase such Option Shares; and (ii) in the case of the Optionee's termination of employment for Cause or the Optionee's breach of an Employment Agreement, the lesser of the exercise price, as adjusted hereof whether pursuant to Section 3.4 of the Option Agreement, and the Fair Market Value of the Option Shares as of the date the Company or its assignee elects to repurchase such Option Shares. (a) The right of the Company or its assignee to repurchase such Option Shares shall expire 90 days after the date of the Optionee's termination of employment or breach, as applicable, or, if later, 90 days after the date the Option is exercised. The repurchase rights shall be in addition to any other rights or remedies that the Company or its assignee may have under this Stock Repurchase Agreement or otherwise. If , to the Company extent that such repurchase occurs on or its assignee elects prior to repurchase any Option Shares pursuant the later of June 5, 2020 and the date on which the Stock Repurchase Agreement has been terminated; provided that, for purposes of Section 2.11(a)(ii) of this Agreement, “Share Repurchase” shall not include or be deemed to this Section, refer to such repurchase(s) in excess of an amount equal to the sum of (i) the Company or its assignee shall deliver to aggregate principal amount of the Optionee, within Commitments as of the 90-day period described in this Section, a notice setting forth the number of Option Shares which it has elected to repurchase Effective Date and (ii) the Optionee aggregate principal amount of Loans borrowed under additional Commitments (if any) that become effective pursuant to Section 2.20 of this Agreement. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall deliver have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Company a certificate or certificates for Assignee, and the Option Shares being repurchasedAssignee hereby irrevocably purchases and assumes from the Assignor, duly endorsed or otherwise subject to and in proper form for transferaccordance with the Standard Terms and Conditions and the Credit Agreement, against payment as of the required repurchase price Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in cash its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facility identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by check)the Assignor.