Common use of Settlement Obligations Clause in Contracts

Settlement Obligations. (a) In consideration for Solutia’s entering into the Settlement Agreement and the performance by Solutia of its obligations hereunder and thereunder, Monsanto hereby agrees to (i) enter into the Settlement Agreement upon court approval thereof and to pay the Monsanto Settlement Amount (as defined on Exhibit A hereto) promptly and in accordance with the terms of the Settlement Agreement; (ii) fully perform all other Monsanto Obligations (as defined on Exhibit A hereto) under the Settlement Agreement; and (iii) in accordance with the terms of the Settlement Agreement, absolutely, fully, finally and irrevocably release, waive and discharge any and all actions, causes of action, judgments, executions, suits, claims, counterclaims, demands, defenses, liabilities, obligations and expenses (including attorneys’ fees and expenses) of any and every character or kind, whether known or unknown, direct or indirect, liquidated or unliquidated, disputed or undisputed, fixed or contingent, matured or unmatured, arising at law or in equity, or heretofore or hereafter arising (collectively, “Claims”), that it ever had, now has, or hereafter can, shall or may have or assert against Solutia and its subsidiaries, affiliates, predecessors, successors and assigns and any of its respective directors, officers, stockholders, members, partners, agents, employees, representatives, attorneys, accountants and financial and other advisors, for or by any reason or any cause, matter, thing, occurrence, event, action, act, or omission to act arising or occurring on or prior to the date of the Settlement Agreement, but in each case only to the extent relating to or arising from the Litigation, whether it arises from the Amended Distribution Agreement (including, without limitation, the indemnification provisions thereof) or otherwise. (b) In consideration for Solutia’s entering into the Settlement Agreement and the performance by Solutia of its obligations hereunder and thereunder, Pharmacia hereby agrees to (i) enter into the Settlement Agreement upon court approval thereof; and (ii) absolutely, fully, finally and irrevocably release, waive and discharge any and all Claims that it ever had, now has, or hereafter can, shall or may have or assert against Solutia and its subsidiaries, affiliates, predecessors, successors and assigns and any of its respective directors, officers, stockholders, members, partners, agents, employees, representatives, attorneys, accountants and financial and other advisors, for or by reason of the Pfizer Contribution to the Settlement Agreement. (c) In consideration for Monsanto’s and Pharmacia’s entering into the Settlement Agreement and the performance by Monsanto and Pharmacia of their respective obligations hereunder and thereunder, Solutia hereby agrees to (i) enter into the Settlement Agreement upon court approval thereof and pay the Solutia Settlement Amount including the Pfizer Contribution (as defined on the attachment to Exhibit A hereto) promptly and in accordance with the terms of the Settlement Agreement; (ii) perform all other Solutia Obligations (as defined on Exhibit A hereto) under the Settlement Agreement; (iii) issue to Monsanto the Solutia Common Stock Warrants on substantially the terms described on Exhibit B hereto; (iv) fully perform all obligations of Solutia under the Settlement Agreement relating to the P▇▇▇▇▇ Litigation; (v) acknowledge Monsanto’s rights to access and receive direct reimbursement from the insurance policies related to coverage for claims which are the subject of the Litigation as described on Exhibit C hereto and the proceeds thereof (collectively, the “Insurance Policies”), excluding the following: all Solutia claims against the Insurance Policies which are outstanding as of the date of the Settlement Agreement relating to reimbursement for expenses previously incurred by Solutia, and all claims filed by Solutia against the Insurance Policies after the date of the Settlement Agreement for reimbursement of expenses that have been, or will be incurred by Solutia in connection with the defense of the Litigation and the defense and settlement of the P▇▇▇▇▇ Litigation, upon the court approval of the respective settlement agreements; and (vi) in accordance with the terms of the Settlement Agreement, absolutely, fully, finally and irrevocably release, waive and discharge any Claims that it ever had, now has, or hereafter can, shall or may have or assert against Monsanto and Pharmacia and its parent, subsidiaries, affiliates, predecessors, successors and assigns and any of their respective directors, officers, stockholders, members, partners, agents, employees, representatives, attorneys, accountants and financial and other advisors, for or by any reason or any cause, matter, thing, occurrence, event, action, act, or omission to act arising or occurring on or prior to the date of the Settlement Agreement, but in each case only to the extent relating to or arising from the Litigation.

Settlement Obligations. (a) In consideration for Solutia’s entering into the Settlement Agreement and the performance by Solutia of its obligations hereunder and thereunder, Monsanto hereby agrees to (i) enter into the Settlement Agreement upon court approval thereof and to pay the Monsanto Settlement Amount (as defined on Exhibit A hereto) promptly and in accordance with the terms of the Settlement Agreement; (ii) fully perform all other Monsanto Obligations (as defined on Exhibit A hereto) under the Settlement Agreement; and (iii) in accordance with the terms of the Settlement Agreement, absolutely, fully, finally and irrevocably release, waive and discharge any and all actions, causes of action, judgments, executions, suits, claims, counterclaims, demands, defenses, liabilities, obligations and expenses (including attorneys’ fees and expenses) of any and every character or kind, whether known or unknown, direct or indirect, liquidated or unliquidated, disputed or undisputed, fixed or contingent, matured or unmatured, arising at law or in equity, or heretofore or hereafter arising (collectively, “Claims”), that it ever had, now has, or hereafter can, shall or may have or assert against Solutia and its subsidiaries, affiliates, predecessors, successors and assigns and any of its respective directors, officers, stockholders, members, partners, agents, employees, representatives, attorneys, accountants and financial and other advisors, for or by any reason or any cause, matter, thing, occurrence, event, action, act, or omission to act arising or occurring on or prior to the date of the Settlement Agreement, but in each case only to the extent relating to or arising from the Litigation, whether it arises from the Amended Distribution Agreement (including, without limitation, the indemnification provisions thereof) or otherwise. (b) In consideration for Solutia’s entering into the Settlement Agreement and the performance by Solutia of its obligations hereunder and thereunder, Pharmacia hereby agrees to (i) enter into the Settlement Agreement upon court approval thereof; and (ii) absolutely, fully, finally and irrevocably release, waive and discharge any and all Claims that it ever had, now has, or hereafter can, shall or may have or assert against Solutia and its subsidiaries, affiliates, predecessors, successors and assigns and any of its respective directors, officers, stockholders, members, partners, agents, employees, representatives, attorneys, accountants and financial and other advisors, for or by reason of the Pfizer Contribution to the Settlement Agreement. (c) In consideration for Monsanto’s and Pharmacia’s entering into the Settlement Agreement and the performance by Monsanto and Pharmacia of their respective obligations hereunder and thereunder, Solutia hereby agrees to (i) enter into the Settlement Agreement upon court approval thereof and pay the Solutia Settlement Amount including the Pfizer Contribution (as defined on the attachment to Exhibit A hereto) promptly and in accordance with the terms of the Settlement Agreement; (ii) perform all other Solutia Obligations (as defined on Exhibit A hereto) under the Settlement Agreement; (iii) issue to Monsanto the Solutia Common Stock Warrants on substantially the terms described on Exhibit B hereto; (iv) fully perform all obligations of Solutia under the Settlement Agreement relating to the P▇▇▇▇▇▇ Litigation; (v) acknowledge Monsanto’s rights to access and receive direct reimbursement from the insurance policies related to coverage for claims which are the subject of the Litigation as described on Exhibit C hereto and the proceeds thereof (collectively, the “Insurance Policies”), excluding the following: all Solutia claims against the Insurance Policies which are outstanding as of the date of the Settlement Agreement relating to reimbursement for expenses previously incurred by Solutia, and all claims filed by Solutia against the Insurance Policies after the date of the Settlement Agreement for reimbursement of expenses that have been, or will be incurred by Solutia in connection with the defense of the Litigation and the defense and settlement of the P▇▇▇▇▇▇ Litigation, upon the court approval of the respective settlement agreements; and (vi) in accordance with the terms of the Settlement Agreement, absolutely, fully, finally and irrevocably release, waive and discharge any Claims that it ever had, now has, or hereafter can, shall or may have or assert against Monsanto and Pharmacia and its parent, subsidiaries, affiliates, predecessors, successors and assigns and any of their respective directors, officers, stockholders, members, partners, agents, employees, representatives, attorneys, accountants and financial and other advisors, for or by any reason or any cause, matter, thing, occurrence, event, action, act, or omission to act arising or occurring on or prior to the date of the Settlement Agreement, but in each case only to the extent relating to or arising from the Litigation.