Common use of Retained Clause in Contracts

Retained. The Receiver retains all of, and the Bridge Bank has no interest in the Claims, rights, assets, and property of all kinds, real or personal, tangible or intangible, and all related rights, interests, and receivables relating to the following, excluding any QFC Related Item with respect to Transferred QFCs (collectively, the “Retained Assets”): (i) Retained Subsidiaries and amounts due from, and any other liabilities and obligations of, Retained Subsidiaries to the Failed Bank and any Claims or rights of the Failed Bank against any Retained Subsidiary; (ii) Retained Litigation and Retained Claims, and (A) any property, contract or agreement that must be retained in order to continue such Retained Litigation or assert such Retained Claims (to the extent the property, contract or agreement is identified prior to the date that is eighteen (18) months after the Bank Closing Date), and (B) any collateral securing any Retained Litigation; (iii) any criminal restitution or forfeiture orders arising out of crimes against the Failed Bank or issued in favor of the Failed Bank or the Receiver; (iv) any loan or extension of credit to, or other agreement with or for the benefit of any officer, director, or Person acting as an agent of the Failed Bank or its Subsidiaries or any related Person of any of the foregoing; (A) commercial crime policies, financial institution bonds, and any other similar insurance policy of the Failed Bank, (B) property, public liability, fire, extended coverage and any other similar insurance policy of the Failed Bank, (C) bank owned life insurance or any other similar insurance policy of the Failed Bank, and (D) directors’ and officers’ liability insurance, or any other professional liability insurance or any other similar insurance policy of the Failed Bank, including, in the case of (A) through (D), any premium refunds, unearned premium derived from cancellation, or any proceeds payable with respect to any of the foregoing; (vi) any tax allocation agreement or other agreement involving the filing of tax returns, tax payments, tax liabilities, or the allocation of tax assets or liabilities among members of the consolidated group in which the Failed Bank is a member, and any legal or equity interest in, or rights to, the Failed Bank’s tax attributes, credits, receivables, net operating losses or deductions; (vii) Optional Contracts and any collateral securing those obligations; (viii) Retained QFCs; (ix) any agreement establishing the compensation, benefits or terms of employment for any director, officer or employee or groups thereof; (x) [intentionally omitted]; (xi) any agreement or document establishing a Deposit; (xii) Contaminated Property; (xiii) goodwill (as such term is defined in the instructions to the report of condition prepared by banks examined by the Corporation in accordance with 12 C.F.R. Part 304.3) and core deposit intangibles; and (xiv) assets or contracts listed on Schedule 2.03(b)(which schedule will be finalized in conjunction with the Pro Forma Statement).