Transferred Claims Sample Clauses

Transferred Claims. 14 Section 3.5
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Transferred Claims. On the Closing Date, Guaranty shall transfer, assign, and convey to the FDIC Manager, without recourse, representation or warranty, express or implied (except as set forth in this Agreement or the Transfer Documents) and to the fullest extent permitted by law or applicable contract provision, all of Guaranty's right, title, and interest in and to any Acquired Association Claim or Related Claim with respect to the Transferred Assets, including but not limited to those Acquired Association Claims and Related Claims being identified in Exhibit 3.4 attached hereto (the "Transferred Claims"). On and after the Closing Date, (a) Guaranty will execute and deliver all instruments reasonably necessary to complete the assignments or transfers of its right, title and interest in the Transferred Claims in a form reasonably satisfactory to the FDIC Manager and Guaranty; provided, however, that such instruments shall not include any terms inconsistent with this Agreement or the Transfer Documents or impose or purport to impose on the FDIC Manager, Guaranty or any of its affiliates any liability or other obligation not expressly set forth in this Agreement or the Transfer Documents, and (b) Guaranty will deliver to the FDIC Manager all Books and Records relating exclusively to the Transferred Claims within ten (10) business days after receipt by Guaranty of a written request from the FDIC Manager specifying the documents to be transferred and delivered, and deemed reasonably necessary by the FDIC Manager to effectively prosecute such Transferred Claims.
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Transferred Claims. 1 1.4 Transferred Intellectual Property..............................................................1 1.5 Transferred Patent Rights......................................................................2
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Transferred Claims. Each of the Transferred Claims is a currently pending claim properly brought in each jurisdiction and court in which each Transferred Claim currently is pending. To the best of Seller's knowledge, there is no material fact, event or circumstance that could form the basis of a defense, draw into question the ability to sustain, or limit the remedy sought with respect to the Transferred Claims that has not already been asserted.
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Transferred Claims. Buyer shall have conducted a review in good faith of the documents relating to the Transferred Claims and be reasonably satisfied with the results of its review; provided, however, that this condition shall terminate on the date that is twenty (20) days after the Petition Date, unless Buyer shall have delivered the notice described in Section 6.1(a) below, in which case this condition shall terminate on the date that is thirty (30) days after the Petition Date.
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Transferred Claims. 1.1 Information regarding the transferred claims The transfer pertains to the claims that arose from the Transferor’s business activities or will arise from these in the future. With the claims, all ancillary claims, including any interest in arrears, shall be transferred. If the collateral provider instructs a third party to collects its claims in its name, it shall hereby also transfer to the Sparkasse the possession recovery rights and payment claims to which it is entitled arising from these. If a claim included in the transfer cannot be executed in whole or in part as a result of a third-party debtor’s complaints, the transfer shall also include any of the Transferor’s warranty claims against its contractor. To determine the starting letter of individual persons or companies that contain one or more family names, the first letter of the first family name is authoritative. In the other cases, it shall be the first letter of the company name.
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Related to Transferred Claims

  • No Transferred Claims Executive represents and warrants to the Company that he has not heretofore assigned or transferred to any person not a party to this Agreement any released matter or any part or portion thereof.

  • Covered Claims Claim" means any claim, dispute or controversy between you and us that in any way arises from or relates to this Agreement, the Account, the issuance of any Card, any rewards program, any prior agreement or account. "Claim" includes disputes arising from actions or omissions prior to the date any Card was issued to you, including the advertising related to, application for or approval of the Account. "Claim" has the broadest possible meaning, and includes initial claims, counterclaims, cross-claims and third-party claims. It includes disputes based upon contract, tort, consumer rights, fraud and other intentional torts, constitution, statute, regulation, ordinance, common law and equity (including any claim for injunctive or declaratory relief). "Claim" does not include disputes about the validity, enforceability, coverage or scope of this Arbitration Provision or any part thereof (including, without limitation, the prohibition against class proceedings, private attorney general proceedings and/or multiple party proceedings described in Paragraph C.7 (the "Class Action Waiver"), the last sentence of Paragraph

  • Released Claims In consideration of these additional benefits, you, on behalf of your heirs, spouse and assigns, hereby completely release and forever discharge Ikanos, its past and present affiliates, agents, officers, directors, shareholders, employees, attorneys, insurers, successors and assigns (collectively referred to as the “Company”) from any and all claims, of any and every kind, nature and character, known or unknown, foreseen or unforeseen, based on any act or omission occurring prior to the date of you signing this Release Agreement, including but not limited to any claims arising out of your offer of employment, your employment or termination of your employment with the Company or your right to purchase, or actual purchase of shares of stock of the Company (including, but not limited to, all rights related to or associated with stock options and restricted stock units), including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law. The matters released include, but are not limited to, any claims under federal, state or local laws, including claims arising under the Age Discrimination in Employment Act of 1967 (“ADEA”) as amended by, including but not limited to, the Older Workers’ Benefit Protection Act (“OWBPA”) and any common law tort contract or statutory claims, and any claims for attorneys’ fees and costs. You understand and agree that this Release Agreement extinguishes all claims, whether known or unknown, foreseen or unforeseen, except for those claims expressly described below. You expressly waive any rights or benefits under Section 1542 of the California Civil Code, or any equivalent statute. California Civil Code Section 1542 provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” You fully understand that, if any fact with respect to any matter covered by this Release Agreement is found hereafter to be other than or different from the facts now believed by you to be true, you expressly accept and assume that this Release Agreement shall be and remain effective, notwithstanding such difference in the facts.

  • Tax Claims Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.

  • Non-Released Claims Notwithstanding the foregoing or anything in the definition of Released Claims, this Agreement does not waive, release or limit any criminal liability, Claims for liability under tax law, Claims under securities law by a State Releasor as investor, Claims against parties who are not Released Entities, Claims by private individuals, and any claims arising under this Agreement for enforcement of this Agreement.

  • Disputed Claims 4.1 Notwithstanding paragraph 4.5 of this Schedule, payment by the Authority of all or any part of any invoice rendered or other claim for payment by the Contractor shall not signify approval of such invoice/claim. The Authority reserves the right to verify invoices/claims after the date of payment and subsequently to recover any sums which have been overpaid.

  • Insured Claims To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such expenses or liabilities have been paid directly to Indemnitee by an insurance carrier under a policy of officers’ and directors’ liability insurance maintained by the Company; or

  • No Separate Claims No Holder may bring any claim against the Company to enforce the payment obligation evidenced by a Note. All such claims may be brought only by the Representative, acting on behalf of, and in the name of, each Holder, in accordance with the provisions of this Revenue Sharing Agreement.

  • Excluded Claims Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (ii) any rights which are not waivable as a matter of law; and (iii) any claims for breach of this Agreement. In addition, nothing in this Agreement prevents you from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any other government agency, except that you acknowledge and agree that you are hereby waiving your right to any monetary benefits in connection with any such claim, charge or proceeding. You hereby represent and warrant that, other than the Excluded Claims, you are not aware of any claims you have or might have against any of the Released Parties that are not included in the Released Claims.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties attributable to the period on or prior to the Closing except to the extent relating to the Assumed Liabilities;

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