Claim-Over Clause Samples

Claim-Over. In the event that any Releasor has not obtained, or is unable to obtain, a prohibition on any contribution or indemnity as set forth in Section VII.F in a settlement with a non-Released Entity of a Claim involving, arising out of, or related to Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Released Entity), or if a Releasor obtains a judgment against a non-Released Entity with respect to a Claim involving, arising out of, or related to Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Released Entity), or if a Releasor files against a non-Released Entity a Claim in bankruptcy involving, arising out of, or related to Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Released Entity), then: 1. The State of New York (for itself and its Releasors) and each Participating Subdivision (for itself and its Releasors) agrees that, if a Releasor asserts a Claim involving, arising out of, or related to Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Released Entity) against any non-Released Entity and such non-Released Entity in turn successfully asserts a Claim against a Released Entity relating to the same on the basis of contribution, indemnity, or other claim-over on any theory (a “Claim- Over”), the Releasor shall reduce its Claim and any judgment or settlement it may obtain against such non-Released Entity by whatever amount or percentage is necessary to extinguish such Claim-Over under applicable law and to fully hold the Released Entity harmless from such Claim-Over. For purposes of this provision, successful assertion of a Claim means either (a) a final monetary judgment; provided that the State of New York Attorney General had notice of and opportunity to intervene in the proceeding giving rise to such judgment or (b) a settlement; provided that the Released Entity sought the State of New York Attorney General’s consent to the settlement and such consent was either obtained or unreasonably withheld. Should the judgment or settlement against the Released Entity resolve claims that are not Claim-Over claims, the reduction of the Claim and judgment or settlement shall be for the Claim-Over portion only, which shall be distinguishable in the judgment or settlement. 2. Each Releasor, with respect to any proceeding to which it is a party, shall not unreasonably withhold consent to and (if it is a party in the proceeding) shall join in any motion by any...

Claim-Over. In the event that any Releasor obtains a judgment with respect to Non-Party Covered Conduct against a Non-Released Entity that does not contain a prohibition like that in subsection IV.B.3, or any Releasor files a Non-Party Covered Conduct Claim against a non-Released Entity in bankruptcy or a Releasor is prevented for any reason from obtaining a prohibition/release in a Non-Party Settlement as provided in subsection IV.B.3, and such Non-Released Entity asserts a Claim-Over against a Released Entity, that Releasor and ▇▇▇▇▇▇▇ shall take the following actions to ensure that the Released Entities do not pay more with respect to Covered Conduct to Releasors or to Non-Released Entities than the amounts owed under this Settlement Agreement by ▇▇▇▇▇▇▇: ▇. ▇▇▇▇▇▇▇ shall notify that Releasor of the Claim-Over within sixty (60) days of the assertion of the Claim-Over or sixty (60) days of the Effective Date of this Settlement Agreement, whichever is later; ▇. ▇▇▇▇▇▇▇ and that Releasor shall meet and confer concerning the means to hold Released Entities harmless and ensure that it is not required to pay more with respect to Covered Conduct than the amounts owed by ▇▇▇▇▇▇▇ under this Settlement Agreement; c. That Releasor and ▇▇▇▇▇▇▇ shall take steps sufficient and permissible under the law of the State of the Releasor to hold Released Entities harmless from the Claim-Over and ensure Released Entities are not required to pay more with respect to Covered Conduct than the amounts owed by ▇▇▇▇▇▇▇ under this Settlement Agreement. Such steps may include, where permissible: (1) Filing of motions to dismiss or such other appropriate motion by ▇▇▇▇▇▇▇ or Released Entities, and supported by Releasors, in response to any claim filed in litigation or arbitration; (2) Reduction of that Releasor’s Claim and any judgment it has obtained or may obtain against such Non-Released Entity by whatever amount or percentage is necessary to extinguish such Claim-Over under applicable law, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Released Entity; (3) Placement into escrow of funds paid by the Non-Released Entities such that those funds are available to satisfy the Claim-Over; (4) Return of monies paid by ▇▇▇▇▇▇▇ to that Releasor under this Settlement Agreement to permit satisfaction of a judgment against or settlement with the Non-Released Entity to satisfy the Claim- Over; (5) Payment of monies to ▇▇▇▇▇▇▇ by that Releasor to ensure i...

Claim-Over. In the event that any Releasor obtains a judgment with respect to a Non-Party Covered Conduct Claim against a Non-Released Entity that does not contain a prohibition like that in subsection D.3(b), or any Releasor files a Non-Party Covered Conduct Claim against a Non-Released Entity in bankruptcy or a Releasor is prevented for any reason from obtaining a prohibition/release in a Non-Party Settlement as provided in subsection D.3(c), and such Non-Released Entity asserts a Claim-Over against a Releasee, Walmart and that Releasor shall meet and confer concerning any additional appropriate means by which to ensure that Releasees are not required to make any payment with respect to Covered Conduct (beyond the amounts that will already have been paid by Walmart under this Settlement Agreement).

Claim-Over. A Claim asserted by a Non-Released Entity against a Released Entity on the basis of contribution, indemnity, or other claim-over on any theory relating to a Non-Party Covered Conduct Claim asserted by a Releasor.

Claim-Over. Each Released Party agrees that, if any Releasor asserts a Claim relating to the Released Claims against any person or entity that is not an applicable Released Entity (a “non-Released Entity”) and such non-Released Entity in turn asserts a Claim against any Released Entity relating to the same on the basis of contribution, indemnity or other claim-over on any theory (a “Claim-Over”), such Releasor shall reduce its Claim and any judgment or settlement it may obtain against such non-Released Entity by whatever amount or percentage is necessary to extinguish such Claim-Over under applicable law. Each Releasor, with respect to any proceeding to which it is a party, shall consent to and join in, and with respect to all other proceedings shall consent to, any motion by any Released Party to dismiss any Claim-Over on the grounds that this MOU constitutes a release of, moots or otherwise bars any such Claim-Over.

Claim-Over. It is the intent of the Parties that: 14.1.1 Released Parties should not seek contribution or indemnification (other than pursuant to an insurance contract), from other parties for their payment obligations under this Settlement Agreement; 14.1.2 The payment made under this Settlement Agreement shall be the sole payment made by any of the Released Parties to the Settling Government Entity Plaintiffs involving, arising out of, or related to the conduct released herein; 14.1.3 Claims by Settling Government Entity Plaintiffs against non- Parties should not result in additional payments by Released Parties, except where required by contractual indemnification; and 14.1.4 The Settlement Agreement meets the requirements of the Uniform Contribution Among Joint Tortfeasors Act and any similar state law or doctrine that reduces or discharges a released party's liability to any other parties.

Claim-Over. In the event that a Releasor obtains a judgment with respect to a Non- Party Covered Conduct Claim against a Non-Released Entity that does not contain a prohibition on seeking contribution or indemnity of any kind for a Releasee, or a Releasor files a Non-Party Covered Conduct Claim against a Non-Released Entity in bankruptcy or a Releasor is prevented for any reason from obtaining a prohibition on seeking contribution or indemnity of any kind for a Releasee in a Non-Party Settlement, and such Non-Released Entity asserts a Claim-Over against a Releasee, the Parties shall meet and confer concerning any additional appropriate means by which to ensure that the Releasees are not required to make any payment with respect to Alleged ▇▇▇▇▇ and/or Covered Conduct beyond the amounts that will already have been paid by Walmart under this Agreement.

Claim-Over. In the event that any Releasor obtains a judgment with respect to Non-Party Covered Conduct against a Non-Released Entity that does not contain a prohibition like that described in Section II.B.3, or any Releasor files a Non-Party Covered Conduct Claim against a Non-Released Entity in bankruptcy or a Releasor is prevented for any reason from obtaining a prohibition/release in a Non-Party Settlement as provided in Section II.B.3, and such Non-Released Entity asserts a Claim-Over against a Released Entity, the Released Entity shall be relieved of the prohibition in Section

Claim-Over. In the event that any Releasor obtains a settlement or judgment, including in any bankruptcy, with respect to the Covered Conduct, the Actions, the Products, and/or the Alleged ▇▇▇▇▇ against a Non-Released Party that does not contain a prohibition like that in subsection IX.B, and such Non-Released Party asserts a Claim arising out of or related to Covered Conduct, the Actions, the Products, and/or the Alleged ▇▇▇▇▇ against a Mylan Released Entity (a “Claim-Over”), then the Releasor and Mylan Released Entities shall take the following actions to ensure that the Mylan Released Entities do not pay more with respect to the Covered Conduct, the Actions, the Products, and/or the Alleged ▇▇▇▇▇ to the Releasors or to the Non-Released Party than the amount owed under this Agreement by ▇▇▇▇▇: i. Mylan shall notify the Releasor of the Claim-Over within sixty (60) days of the assertion of the Claim-Over or sixty (60) days of the Effective Date of this Agreement, whichever is later; and ii. The Releasors and ▇▇▇▇▇ shall meet and confer concerning sufficient steps to take to ensure that the Mylan Released Entities are held harmless from the Claim-Over and are not required to pay more with respect to the Covered Conduct, the Actions, the Products, and/or the Alleged ▇▇▇▇▇ than the amount owed by ▇▇▇▇▇ under this Agreement. Such steps may include, where permissible: a. Filing of motions to dismiss or such other appropriate motion by ▇▇▇▇▇ or the Mylan Released Entities, and supported by the Releasors, in response to any Claim filed in litigation or arbitration;