Claims and Suits. (a) The Receiver shall have the right, in its discretion, to defend or settle any claim or suit against the Assuming Bank with respect to which the Receiver has indemnified the Assuming Bank in the same manner and to the same extent as provided in Article XII; provided that no such settlement shall be made without the prior written consent of the Assuming Bank (such consent not to be unreasonably withheld or delayed) unless any such settlement includes an express unconditional release of the Assuming Bank and its Affiliates from any and all liabilities arising out of or relating to such claim or suit without any admission of wrongdoing by the Assuming Bank or any of its Affiliates. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank with respect to any of its obligations under this Agreement.
Appears in 5 contracts
Samples: Purchase and Assumption Agreement (BankUnited, Inc.), Purchase and Assumption Agreement (BankUnited, Inc.), Purchase and Assumption Agreement (BankUnited, Inc.)
