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
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 will be conclusive and binding for all purposes with respect to this Agreement.