Surviving Claims. Notwithstanding anything herein to the contrary, this Release shall not:
Surviving Claims. Notwithstanding anything herein to the contrary, this Agreement shall not:
Surviving Claims. On the Payment Date (as defined in the PSA), QCP shall pay or cause to be paid to Employee the amounts required to be paid to Employee pursuant to Section 1.5 of the PSA. Notwithstanding anything herein to the contrary, Employee’s Release set forth in Section 1 above shall not:
Surviving Claims. Any claim for any breach or inaccuracy of a representation or warranty made or contained (or deemed contained) in Article III for which Section 10.1 expressly provides that this Section 10.3 shall govern, shall survive Closing for twelve (12) months only as to the representations and warranties made and contained (or deemed contained) in Article III, after which such representations and warranties shall merge into the Closing Documents (collectively, the "Surviving Representations"), except to the extent that any such breach or inaccuracy has otherwise been waived pursuant to Section 6.5, Section 10.1 or elsewhere in this Agreement. Any claim arising out of a default in the performance by any Seller of its obligations under this Agreement to be performed on or prior to Closing for which Section 10.1 expressly provides that this Section 10.3 shall govern shall survive Closing for twelve (12) months only after which such obligations shall merge into the Closing Documents (a "Surviving Covenant"). Any claim (a "Surviving Claim") arising out of (i) a breach of a Surviving Representation or (ii) a default of a Surviving Covenant, shall be forever barred unless Purchaser, as its sole and exclusive remedy for a Surviving Claim, (a) no later than ten (10) days following the expiration of such twelve (12) month survival period delivers to Sellers a written notice of the Surviving Claim setting forth the basis for such Surviving Claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting same), and (b) no later than one (1) year following the Closing Date, files a complaint or petition against the applicable Seller(s) alleging such Surviving Claim in an appropriate Federal district or state court in Los Angeles County, California. Purchaser hereby acknowledges and agrees that Purchaser's exclusive remedies for any Surviving Claim shall be limited to the provisions for indemnification set forth in Section 10.4, and Purchaser hereby waives and relinquishes all other rights and remedies available to it at law, in equity or otherwise (including, without limitation, the right to seek damages or equitable relief from Sellers or their Affiliates on account thereof). Purchaser acknowledges that if SHC provides Purchaser with a Diligence Termination Notice (as defined in the SHC Agreement), Purchaser shall promptly notify Sellers, and Purchaser a...
Surviving Claims. If the release of a Claim against the Company by a Signatory pursuant to Clause 4.2 would affect a guarantee, indemnity or other obligation given by a Third Party in respect of that Claim (a “Third Party Obligation”), such that the Third Party Obligation would be extinguished by such release, then, notwithstanding Clause 4.2, that Released Claim (a “Surviving Claim”) shall not be released by the Signatory but shall continue to exist to the extent necessary for the Third Party Obligation to remain effective despite the acquisition of a corresponding New Claim.
Surviving Claims. (a) Each release by a Delphi-Related Party or Delphi Affiliate Party of the GM-Related Parties pursuant to section 4.01 of this Agreement shall not release the GM-Related Parties from any claims arising in connection with the Ordinary Course Relationship, the Continuing Agreements, any rights, remedies, claims, or interests arising under agreements entered into between the Parties subsequent to the execution of this Agreement, and rights, remedies, claims, or interests that such Delphi-Related Party or Delphi Affiliate Party may be expressly receiving or expressly retaining pursuant to this Agreement, the Labor MOUs, the Non-Represented Employees Term Sheet, the UAW SAP, the IUE-CWA SAP, the IP License, the Liquidity Support Agreement or the Warranty Settlement Agreement on or after the Effective Date (collectively, the "Delphi Surviving Claims").
Surviving Claims. 33 TABLE OF CONTENTS (CONTINUED)
Surviving Claims. (a) Each release by a Delphi-Related Party or Delphi Affiliate Party of the GM-Related Parties pursuant to section 4.01 of this Agreement and the Plan shall not release the GM-Related Parties from any claims arising in connection with the Ordinary Course Relationship, the Continuing Agreements, and rights, remedies, claims, or interests that such Delphi-Related Party or Delphi Affiliate Party may be expressly receiving or expressly retaining pursuant to this Agreement, the Restructuring Agreement, the Labor MOUs, the Non-Represented Employees Term Sheet, the UAW SAP, the IUE-CWA SAP, the IP License, or the Warranty Settlement Agreement on or after the Effective Date (collectively, the “Delphi Surviving Claims”).
Surviving Claims. Notwithstanding anything herein to the contrary, this Release/Amendment shall not:
Surviving Claims. Notwithstanding anything herein to the contrary, this Release shall not: (i) release any Claims for payment of cash or equity amounts payable under the Letter Agreement; (ii) release any Claim or right Releasor may have pursuant to indemnification, advancement, defense, or reimbursement pursuant to any applicable D&O policies, any similar insurance policies, applicable law or otherwise; (iii) release any Claim that may not lawfully be waived in a private agreement between the parties; or (iv) limit Releasor’s rights under applicable law to provide truthful information to any governmental entity or to file a charge with or participate in an investigation conducted by any governmental entity. Notwithstanding the foregoing, Xxxxxxxx agrees to waive Releasor’s right to recover monetary damages in connection with any charge, complaint or lawsuit filed by Releasor or anyone else on Releasor’s behalf (whether involving a governmental entity or not); provided that Releasor is not agreeing to waive, and this Release shall not be read as requiring Releasor to waive, any right Releasor may have to receive an award for information provided to any governmental entity. 3.
