Common use of OTHER OBLIGATIONS; MISCELLANEOUS Clause in Contracts

OTHER OBLIGATIONS; MISCELLANEOUS. 14.1 Neither this Settlement Agreement nor the settlement set forth within it, nor any act performed or document executed pursuant to or in furtherance of this Settlement Agreement or the settlement set forth within it, nor any negotiations leading to this Settlement Agreement, is or may be deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claims and Liabilities, or of any fault, omission, fact, wrongdoing or liability of JLI or other Released Party in any civil, criminal, or administrative proceeding in any court, administrative agency, or other tribunal. The Released Parties may file this Settlement Agreement in any action that may be brought against them in order to support any defense or counterclaim, including without limitation those based on principles of res judicata, collateral estoppel, release, good-faith settlement, judgment bar or reduction, or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim. 14.2 All agreements made and orders entered during the Chicago Case and/or MDL No. 2913 to the confidentiality of information survive this Settlement Agreement. 14.3 All of the Exhibits and Appendices to this Settlement Agreement are material and integral parts hereof and are fully incorporated herein by this reference. 14.4 This Settlement Agreement, including attached Exhibits and Appendices, constitutes the entire agreement by and among the Parties with regard to the subject matter of this Settlement Agreement, and shall supersede any previous agreements and understanding among the Parties with respect to the subject matter of this Settlement Agreement and the settlement set forth within it. 14.5 Any notice, request, instruction, or other document to be given by any Party to this Settlement Agreement to any other Party to this Settlement Agreement shall be in writing and delivered by an overnight delivery service, with a courtesy copy via electronic mail to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ City of Chicago Department of Law ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ Chicago, IL 60602 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ -and- ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ LLC ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ Washington, D.C. 20004 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇ Labs, Inc. ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ Washington DC 20004 Attention: ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Email address: ▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇ -and- ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Email address: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ -and- ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Email address: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ 14.6 This Settlement Agreement is the result of a mutual negotiation between counsel for the Parties. Any ambiguity in this Settlement Agreement shall not presumptively be construed in favor of or against any Party as the drafter of this Settlement Agreement. 14.7 Except as provided in Section 15, the provisions of this Settlement Agreement are not severable.

OTHER OBLIGATIONS; MISCELLANEOUS. 14.1 19.1 The Parties shall use their best efforts to perform all terms of this Agreement. 19.2 Neither this Settlement Agreement nor the settlement set forth within itSettlement, nor any act performed or document executed pursuant to or in furtherance of this Settlement Agreement or the settlement set forth within itSettlement, nor any negotiations leading to this Settlement Agreement, is or may be deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claims and LiabilitiesClaims, or of any fault, omission, fact, wrongdoing or liability of JLI or other Released Party Electrolux in any civil, criminal, or administrative proceeding in any court, administrative agency, agency or other tribunal. The Released Parties may file this Settlement Agreement and/or the Judgment in any action that may be brought against them in order to support any defense or counterclaim, including without limitation those based on principles of res judicata, collateral estoppel, release, good-faith settlement, judgment bar or reduction, or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim. 14.2 19.3 All agreements made and orders entered during the Chicago course of this Case and/or MDL No. 2913 and the Related Actions relating to the confidentiality of information will survive this Settlement Agreement. 14.3 19.4 All of the Exhibits and Appendices to this Settlement Agreement are material and integral parts hereof and are fully incorporated herein by this reference. 14.4 19.5 This Settlement Agreement, including attached Exhibits and AppendicesExhibits, constitutes the entire agreement Agreement by and among the Parties with regard to the subject matter of this Settlement Agreement, and shall supersede any previous agreements and understanding among the Parties with respect to the subject matter of this Settlement Agreement and the settlement set forth within itsettlement. 14.5 19.6 This Agreement may not be modified or amended except in writing signed by all Parties. 19.7 Any notice, request, instruction, or other document to be given by any Party to this Settlement Agreement to any other Party to this Settlement Agreement Agreement, other than the Class Notice, shall be in writing and delivered by messenger or sent by an overnight delivery service, with a courtesy copy via electronic mail to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ City of Chicago Department of Law ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ Chicago, IL 60602 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ -and- ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ LLC ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ Washington, D.C. 20004 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇ Labs, Inc. ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ Washington DC 20004 Attention: ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Email address: ▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇ -and- ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Email address: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ -and- ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Email address: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ 14.6 This Settlement Agreement is the result of a mutual negotiation between counsel for the Parties. Any ambiguity in this Settlement Agreement shall not presumptively be construed in favor of or against any Party as the drafter of this Settlement Agreement. 14.7 Except as provided in Section 15, the provisions of this Settlement Agreement are not severable.:

OTHER OBLIGATIONS; MISCELLANEOUS. 14.1 17.1 The Parties shall use their best efforts to perform all terms of this Agreement. 17.2 Neither this Settlement Agreement nor the settlement set forth within itSettlement, nor any act performed or document executed pursuant to or in furtherance of this Settlement Agreement or the settlement set forth within itSettlement, nor any negotiations leading to this Settlement Agreement, is or may be deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claims and LiabilitiesClaims, or of any fault, omission, fact, wrongdoing or liability of JLI or other Released Party Merck in any civil, criminal, or administrative proceeding in any court, administrative agency, agency or other tribunal. The Released Parties may file this Settlement Agreement and/or the Judgment in any action that may be brought against them in order to support any defense or counterclaim, including without limitation those based on principles of res judicata, collateral estoppel, release, good-faith settlement, judgment bar or reduction, or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim. 14.2 17.3 All agreements made and orders entered during the Chicago course of the MDL, this Case and/or MDL No. 2913 and the Related Actions relating to the confidentiality of information will survive this Settlement Agreement. 14.3 17.4 All of the Exhibits and Appendices to this Settlement Agreement are material and integral parts hereof and are fully incorporated herein by this reference. 14.4 17.5 This Settlement Agreement, including attached Exhibits and AppendicesExhibits, constitutes the entire agreement by and among the Parties with regard to the subject matter of this Settlement Agreement, and shall supersede and render null and void any previous agreements and understanding among agreements, written or oral, between the Parties with respect to the subject matter of this Settlement Agreement and and/or the settlement set forth within itof these claims. 14.5 17.6 This Agreement may not be modified or amended except in writing signed by all Parties. 17.7 Any notice, request, instruction, or other document to be given by any Party to this Settlement Agreement to any other Party to this Settlement Agreement Agreement, other than class notification, shall be in writing and delivered by messenger or sent by an overnight delivery service, with a courtesy copy via electronic mail to: 17.7.1.1 If to Plaintiff and Class: Co-Lead Class Settlement Counsel: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇, LLC ▇▇▇ ▇'▇▇▇▇▇ ▇▇▇▇▇▇ New Orleans, LA 70113 Email: ▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ -and- ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ City of Chicago Department of Law ▇▇▇▇▇ ▇▇▇▇▇ Cabraser ▇▇▇▇▇▇▇ & Bertstein ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ Chicago, IL 60602 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ San Francisco, CA 94111-3339 Email: ▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President and General Counsel Merck, Sharp & Dohme, Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ P.O. Box 100 (WS3A-15) Whitehouse Station, NJ 08889-0100 Email: ▇▇▇▇▇_▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ -and- ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ LLC ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ Washington, D.C. 20004 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇@. ▇▇▇▇▇▇▇, Esq. ▇▇▇.▇▇▇ ▇▇▇▇ Labs, Inc. ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ Washington DC 20004 Attention: ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Email address: ▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇ -and- ▇Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ▇▇▇▇ LLP ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇.▇. Washington, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AttentionD.C. 20005 Email: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Email address: ▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ -and- ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Email address: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ 14.6 17.8 All applications for Court approval or Court orders required under this Agreement shall be made on notice to all signatories of this Agreement. 17.9 This Settlement Agreement is the result of a mutual negotiation between counsel for the Parties. Any ambiguity in this Settlement Agreement shall not presumptively be construed in favor of or against any Party as the drafter of this Settlement the Agreement. 14.7 Except as provided in Section 15, the 17.10 The provisions of this Settlement Agreement are not severable. 17.11 All the terms of this Agreement shall be governed by and interpreted according to the laws of the State of New York, except to the extent federal law applies. 17.12 All representations, warranties and covenants set forth in this Agreement shall be deemed continuing and shall survive the date of this Agreement, or termination or expiration of this Agreement. 17.13 Each of the Parties agrees, without further consideration, and as part of finalizing the settlement hereunder, to execute and deliver such other documents and take such other actions that may be necessary to consummate and effectuate the subject matter and purpose of this Agreement. 17.14 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement, provided that this Agreement shall not be complete until it has been signed by everyone for whom a signature line has been provided. 17.15 This Agreement and any amendments thereto, to the extent signed and delivered by means of a facsimile machine or electronic scan (including in the form of an Adobe Acrobat PDF file format), shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

OTHER OBLIGATIONS; MISCELLANEOUS. 14.1 17.1 The Parties shall use their best efforts to perform all terms of this Agreement. 17.2 Neither this Settlement Agreement nor the settlement set forth within itSettlement, nor any act performed or document executed pursuant to or in furtherance of this Settlement Agreement or the settlement set forth within itSettlement, nor any negotiations leading to this Settlement Agreement, is or may be deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claims and LiabilitiesClaims, or of any fault, omission, fact, wrongdoing or liability of JLI or other Released Party Merck in any civil, criminal, or administrative proceeding in any court, administrative agency, agency or other tribunal. The Released Parties may file this Settlement Agreement and/or the Judgment in any action that may be brought against them in order to support any defense or counterclaim, including without limitation those based on principles of res judicata, collateral estoppel, release, good-faith settlement, judgment bar or reduction, or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim. 14.2 17.3 All agreements made and orders entered during the Chicago course of the MDL, this Case and/or MDL No. 2913 and the Related Actions relating to the confidentiality of information will survive this Settlement Agreement. 14.3 17.4 All of the Exhibits and Appendices to this Settlement Agreement are material and integral parts hereof and are fully incorporated herein by this reference. 14.4 17.5 This Settlement Agreement, including attached Exhibits and AppendicesExhibits, constitutes the entire agreement by and among the Parties with regard to the subject matter of this Settlement Agreement, and shall supersede and render null and void any previous agreements and understanding among agreements, written or oral, between the Parties with respect to the subject matter of this Settlement Agreement and and/or the settlement set forth within itof these claims. 14.5 17.6 This Agreement may not be modified or amended except in writing signed by all Parties. 17.7 Any notice, request, instruction, or other document to be given by any Party to this Settlement Agreement to any other Party to this Settlement Agreement Agreement, other than class notification, shall be in writing and delivered by messenger or sent by an overnight delivery service, with a courtesy copy via electronic mail to: 17.7.1.1 If to Plaintiff and Class: Co-Lead Class Settlement Counsel: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇, LLC ▇▇▇ ▇'▇▇▇▇▇ ▇▇▇▇▇▇ New Orleans, LA 70113 Email: ▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ -and- ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ City of Chicago Department of Law ▇▇▇▇▇ ▇▇▇▇▇ Cabraser ▇▇▇▇▇▇▇ & Bertstein ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ Chicago, IL 60602 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ San Francisco, CA 94111-3339 Email: ▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇ If to Merck: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President and General Counsel Merck, Sharp & Dohme, Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ P.O. Box 100 (WS3A-15) Whitehouse Station, NJ 08889-0100 Email: ▇▇▇▇▇_▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ -and- ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ LLC ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ Washington, D.C. 20004 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇@. ▇▇▇▇▇▇▇, Esq. ▇▇▇.▇▇▇ ▇▇▇▇ Labs, Inc. ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ Washington DC 20004 Attention: ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Email address: ▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇ -and- ▇Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ▇▇▇▇ LLP ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇.▇. Washington, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AttentionD.C. 20005 Email: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Email address: ▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ -and- ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Email address: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ 14.6 17.8 All applications for Court approval or Court orders required under this Agreement shall be made on notice to all signatories of this Agreement. 17.9 This Settlement Agreement is the result of a mutual negotiation between counsel for the Parties. Any ambiguity in this Settlement Agreement shall not presumptively be construed in favor of or against any Party as the drafter of this Settlement the Agreement. 14.7 Except as provided in Section 15, the 17.10 The provisions of this Settlement Agreement are not severable. 17.11 All the terms of this Agreement shall be governed by and interpreted according to the laws of the State of New York, except to the extent federal law applies. 17.12 All representations, warranties and covenants set forth in this Agreement shall be deemed continuing and shall survive the date of this Agreement, or termination or expiration of this Agreement. 17.13 Each of the Parties agrees, without further consideration, and as part of finalizing the settlement hereunder, to execute and deliver such other documents and take such other actions that may be necessary to consummate and effectuate the subject matter and purpose of this Agreement. 17.14 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement, provided that this Agreement shall not be complete until it has been signed by everyone for whom a signature line has been provided. Case 2:05-md-01657-EEF-DEK Document 64501-3 Filed 07/22/13 Page 26 of 68 Case 2:05-md-01657-EEF-DEK Document 64501-3 Filed 07/22/13 Page 29 of 68