Specified Claims Sample Clauses
Specified Claims. From and after the execution and delivery of this Agreement until the earlier of the Effective Time and the Termination Date, at the written request of Parent, the Parties shall reasonably cooperate and consult with each other on the defense of, and plans for addressing and responding to, any Specified Claims. At the reasonable written request of Parent, the Company will promptly provide to Parent all material information and documents relating to any Specified Claim and shall keep Parent promptly and reasonably apprised of the status of matters relating to any Specified Claim. At the written request of Parent, the Parties shall reasonably cooperate and consult with each other in connection with the making of any material filing, substantive response, notification, communication, submission or other similar action relating to any Specified Claim. Parent and its Representatives have a reasonable opportunity to review and reasonably suggest comments on all material filings or responses to be made by the Company in connection with any Specified Claim, and the Company shall give good faith consideration to Parent’s and P▇▇▇▇▇’s Representatives comments and other advice with respect to any Specified Claims, including with respect to strategy, plea type or settlement, compromise or resolution thereof, and any significant decisions related thereto. At the written request of Parent, the Company shall give Parent and its Representatives a reasonable opportunity to consult and reasonably comment on the settlement, plea, release, defense strategy, waiver or compromise of any Specified Claim, and the Company shall give good faith consideration to Parent’s and Parent’s Representatives comments. At the written request of Parent, the Company will provide Parent and its Representatives a reasonable opportunity to review in advance any proposed notifications, filings, substantive responses or any substantive communications or submissions and any related documents relating to any Specified Claim; provided, that this Section 6.19 shall not require the Company to provide, or cause to be provided, any information the disclosure of which would reasonably be expected to result in the loss of any attorney-client privilege or work product protection; provided, further that the Company shall use reasonable best efforts to make appropriate substitute arrangements to allow Parent and its Representatives access in a manner that does not result in a waiver of such privilege. The Compan...
Specified Claims. Claims identified on the Listing of Liabilities as being subject to control other than as provided herein shall be controlled as provided in the Listing of Liabilities.
Specified Claims. (a) Seller agrees following the Closing to use commercially reasonable efforts to pursue the defense or settlement of each Specified Claim and pay all losses, costs, damages, interest, penalties, and expenses (including attorneys’ fees, other professionals’ and experts’ fees, costs of investigation, settlement, defense, arbitration and court costs) (collectively, the “
Specified Claims. The Debtor (i) shall consult with the Ad Hoc Group of Senior Noteholders (through its advisors) and the Official Committee with respect to any and all actions in connection with asserting, prosecuting, or choosing not to assert or prosecute any of the Specified Claims, including but not limited to by providing draft copies of any papers to be filed with any court or other decisionmaker or of any written communications with the FDIC-C, FDIC-R1, FDIC-R2, or Debtor Related Party, as applicable, in either case in respect of the Specified Claims as soon as reasonably practicable before such documents are filed or communications are sent and (ii) shall not settle any Specified Claim, commence any action in respect of any Specified Claim, or take any action in respect of any Specified Claim which would have the effect of impairing, releasing, compromising, waiving, or adversely impacting any of the Specified Claims without the prior written consent of the Required Ad Hoc Senior Noteholder Parties and the Official Committee.
Specified Claims. The claims specified in this Schedule 2 (Specified Claims) are claims either arising out of or connected with the circumstances surrounding the Employee’s employment and its termination or the Employee’s directorships or his removal or resignation from them: 1 failure (or otherwise) to pay in lieu of notice or damages for termination of employment without notice under the Employment Rights ▇▇▇ ▇▇▇▇;