Retained Closing Date Asset Litigation means (a) any Closing Date Asset Litigation, or any particular claim or claims asserted in any Closing Date Asset Litigation, expressly designated in writing by the Receiver in its absolute discretion as constituting “Retained Closing Date Asset Litigation” either (i) in the applicable written litigation reports, if any, provided by the Receiver to the Winning Bidder (and other applicable qualified bidders having successfully submitted a Bidder Qualification Application) prior to its Bid submission, (ii) in the list of litigation prepared by the Initial Member and attached as Schedule I to the Transferee Acknowledgment and Certification delivered pursuant to Section 1(b)(vii) of the Private Owner Interest Sale Agreement, or (iii) in a separate written notice by the Receiver delivered to the Company no later than thirty days after the last Servicing Transfer Date; and (b) in any event, any Closing Date Asset Litigation, to the extent (and only to the extent) (i) asserting a claim for damages arising out of or resulting from a repudiation (effected pursuant to and in accordance with the FDIA and the internal policies and procedures of the FDIC) by the Receiver of a Liability, or challenging any prior decision with respect thereto, or (ii) asserting a claim against or Liability of the Receiver that, pursuant to and in accordance with applicable Law, was asserted through the receivership administrative claims processes administered by the Receiver pursuant to 12 U.S.C. Section 1821(d)(3) through (13).

Retained Closing Date Asset Litigation means (i) any Closing Date Asset Litigation, or any particular claim or claims asserted in any Closing Date Asset Litigation, designated by the Transferor in its absolute discretion by notice to such effect by the Transferor (specifically stating that such Closing Date Asset Litigation, or such particular claim or claims, shall constitute a “Retained Closing Date Asset Litigation”) delivered to the Company no later than thirty days after the last Servicing Transfer Date, and (ii) in any event, any Closing Date Asset Litigation, to the extent (and only to the extent) (A) asserting a claim for damages arising out of or resulting from a repudiation (effected pursuant to and in accordance with the FDIA and the internal policies and procedures of the FDIC) by the Receiver of a Liability, or challenging any prior decision with respect thereto, or (B) asserting a claim against or Liability of the Receiver that, under and in accordance with applicable Law, was asserted through the receivership administrative claims processes administered by the Receiver pursuant to 12 U.S.C. § 1821(d)(3) through (13).

Examples of Retained Closing Date Asset Litigation in a sentence

The Transferor’s determination as to whether or not, and the extent to which, a Closing Date Asset Litigation constitutes a Retained Closing Date Asset Litigation will be conclusive and binding for all purposes with respect to this Agreement.
In such case, the Transferor will retain all rights and obligations, and will remain the real party-in-interest, with respect to, and will retain control over, such Retained Closing Date Asset Litigation.
The Transferor’s determination as to whether or not, and the extent to which, a Closing Date Asset Litigation constitutes a Retained Closing Date Asset Litigation shall be conclusive and binding for all purposes with respect to this Agreement.
In such case, the Transferor shall retain all rights and obligations, and shall remain the real party-in-interest, with respect to, and shall retain control over, such Retained Closing Date Asset Litigation.

Related to Retained Closing Date Asset Litigation

Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.
Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.
Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.
Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Closing Date Cash has the meaning specified in Section 3.4(a).
Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.
Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.
Second Closing Date means the date of the Second Closing.
Closing Date Balance Sheet has the meaning specified in Section 2.7.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Third Closing Date has the meaning set forth in Section 2.2(c).
Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.
Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Seller’s Closing Documents as defined in Section 3.2(a).
Preliminary Closing Balance Sheet has the meaning set forth in Section 2.2(b) below.
Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).
Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.
Pre-Closing Environmental Liabilities means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).

Retained Closing Date Asset Litigation definition

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