Common use of Settlement Proceeds Clause in Contracts

Settlement Proceeds. A. The payment of Settlement Proceeds (defined below) pursuant to this Agreement is the sole responsibility of ▇▇▇▇▇▇▇. Participating Plaintiffs, Plaintiffs’ Coordinating Counsel and Participating Plaintiffs’ Counsel shall look solely to ▇▇▇▇▇▇▇ for any payment obligations under this Agreement, including, but not limited to, the Settlement Proceeds, and the payment to Plaintiffs’ Coordinating Counsel in Section V of this Agreement. B. In consideration and in exchange for the terms and conditions set forth herein, ▇▇▇▇▇▇▇ agrees to pay the sums set forth in Section IV(B)(2)(a) and (b) (the “Settlement Proceeds”), on the following terms and conditions, and as adjusted as set forth below: 1. Plaintiffs’ Coordinating Counsel, or a person designated in writing by it, shall, as a precondition to payment of the Settlement Proceeds, establish a Qualified Settlement Fund pursuant to Treasury Regulation 1.468B-1 (also see Section XI(K)) and other applicable law (the “Settlement Fund”) to manage and distribute the Settlement Proceeds in accordance with this Agreement. Plaintiffs’ Coordinating Counsel, or the person designated by it, shall have sole access to, and control of, the Settlement Fund. 2. Failure by Participating Plaintiffs’ Counsel and/or Plaintiffs’ Coordinating Counsel to deliver or file fully executed Releases and Dropping or Dismissal Notices as set forth in Section III shall be a material breach of this Agreement. If Participating Plaintiffs’ Counsel do not deliver and file each and every one of the Releases and Dropping or Dismissal Notices pursuant to Section III, then, unless Settling Defendants waive the breach, Settling Defendants, in their sole discretion, have the right to terminate and cancel this Agreement in its entirety, and Settling Defendants shall have no obligation to pay any Settlement Proceeds, to fund the Settlement Fund, to make the Section V payment, to make any further payment or payments, or to perform any other term or condition of this Agreement, and the Agreement shall be null and void in all respects. If this Agreement has not been terminated as set forth above, then ▇▇▇▇▇▇▇ shall tender the Settlement Proceeds to the Settlement Fund as follows:

Settlement Proceeds. A. The payment of Settlement Proceeds (defined below) pursuant to this Agreement is the sole responsibility of ▇▇▇▇▇▇▇. The Participating Plaintiffs, Plaintiffs’ Coordinating Counsel Plaintiffs and Participating Plaintiffs’ Counsel the Non-Responsive Plaintiffs shall look solely to ▇▇▇▇▇▇▇ for any payment obligations under this Agreement, including, but not limited to, the Settlement Proceeds, and the payment to Plaintiffs’ Coordinating Counsel in Section V of this Agreement. B. In consideration and in exchange for the terms and conditions set forth herein, ▇▇▇▇▇▇▇ agrees to pay the sums set forth in Section IV(B)(2)(a) and (b) $43,000,000 (the “Settlement Proceeds”), on the following terms and conditions, and as adjusted ) as set forth below: 1. Plaintiffs’ Coordinating Counsel, or a person designated in writing by it, shall, as a precondition to payment of the Settlement Proceeds, establish have established a Qualified Settlement Fund pursuant to Treasury Regulation 1.468B-1 (also see Section XI(K)) and other applicable law (the “Settlement Fund”) to manage and distribute the Settlement Proceeds in accordance with this Agreement. Plaintiffs’ Coordinating Counsel, or the person designated by it, shall have sole access to, and control of, the Settlement Fund. 2. Failure by Participating Plaintiffs’ Counsel and/or Plaintiffs’ Coordinating Counsel The ▇▇▇▇▇▇ Firm to deliver or file fully executed Releases and Dropping or Notices, Dismissal Notices or Joint Motions of Dismissal as set forth in Section III shall be a material breach of this Agreement. If Participating Plaintiffs’ Counsel do The ▇▇▇▇▇▇ Firm does not deliver and file each and every one of the Releases and Dropping or Notices, Dismissal Notices or Joint Motions of Dismissal pursuant to Section III, then, unless Settling Defendants waive the breach, Settling Defendants, in their sole discretion, have the right to terminate and cancel this Agreement in its entirety, entirety and Settling Defendants shall have no obligation to pay any Settlement Proceeds, to fund the Settlement Fund, to make the Section V payment, to make any further payment or payments, or to perform any other term or condition of this Agreement, and the Agreement shall be null and void in all respectsrespects and ▇▇▇▇▇▇▇ shall be entitled to recover from the Settlement Fund any Settlement Proceeds that it has already paid. If Settling Defendants have not terminated this Agreement has not been terminated as set forth aboveAgreement, then ▇▇▇▇▇▇▇ shall tender the Settlement Proceeds to the Settlement Fund as follows: ▇. ▇▇▇▇▇▇▇ shall make fifteen (15) annual payments to the Settlement Fund for the benefit of the Participating Plaintiffs and the Non- Responsive Plaintiffs (the “Annual Payments”) on the following schedule in the amounts prescribed below (subject to further adjustments and deductions set forth in the Agreement): i. Not more than ninety (90) days after the Effective Date, ▇▇▇▇▇▇▇ shall make the first Annual Payment in the amount of $2,867,000 to the Settlement Fund. ii. For each of the second through seventh years after the Effective Date, ▇▇▇▇▇▇▇ shall, no later than the anniversary of the first Annual Payment, make an Annual Payment of $2,867,000 to the Settlement Fund. iii. For each of the eighth through fifteenth years after the Effective Date, ▇▇▇▇▇▇▇ shall, no later than the anniversary of the first Payment Date, make an Annual Payment in the same amount as the Annual Payment paid in the immediately previous year; however, the amount of the Annual Payment in each of these years will be adjusted upwards for inflation from the prior calendar year by the lesser of either (a) 3%, or (b) the CPI%. iv. During the fifteen (15) year payout period of the Annual Payments, should ▇▇▇▇▇▇▇ be involved in a business transaction where all or substantially all of ▇▇▇▇▇▇▇’▇ assets or stock are sold to a non-affiliated entity, or where there is a merger, acquisition or other business transaction with a non-affiliate pursuant to which ▇▇▇▇▇▇▇ is more than 50% owned by such non-affiliate, then the remaining Annual Payments due at the time of the transaction will be accelerated and made payable by ▇▇▇▇▇▇▇ (or by a person or entity designated by ▇▇▇▇▇▇▇), to the Settlement Fund within ninety (90) days of the closing of such transaction, and discounted by an interest rate equal to 3% plus the yield of a United States Treasury security with a maturity equal to the remaining number of years for which Annual Payments are to be made at the time of the transaction. In such circumstances, the inflation adjustment set forth in Section IV(B)(2)(a)(iii) shall not be applied to any remaining Annual Payments that are subject to the acceleration. C. Any and all deadlines or other time periods set forth in this Agreement may be extended by agreement between Settling Defendants and The ▇▇▇▇▇▇ Firm. If the deadlines are extended in the Non-▇▇▇▇▇▇ Plaintiffs’ Settlement Agreement (defined below), then the deadlines set forth herein shall automatically be extended consistent with the extension in the Non-▇▇▇▇▇▇ Plaintiffs’ Settlement Agreement. D. The ▇▇▇▇▇▇ Firm shall have sole responsibility for allocating the Settlement Proceeds to and among the Participating Plaintiffs in accordance with the Settlement Fund Matrix, and subject to any adjustments or reductions that may be necessary to satisfy Medical Expense Liens or other appropriate liens, fees, costs and expenses, including those set forth in Section VI of this Agreement. Settling Defendants shall not be responsible for, or participate in, any allocation of the Settlement Proceeds from the Settlement Fund. E. On May 1, 2014, ▇▇▇▇▇▇▇ shall make a one-time payment to the Settlement Fund in the amount of the Tier Zero Lump Sum, which ▇▇▇▇▇▇▇ shall deduct from the Annual Payment due in the second year pursuant to Section IV(B)(2)(a)(ii). F. The Annual Payments, as adjusted in accordance with this Agreement, constitute the total amount of the Settlement Proceeds to be paid by the Settling Defendants. G. Each Party agrees that the Settlement Proceeds are reasonable and adequate consideration for the settlement and this Agreement. In no circumstances shall the reasonableness or adequacy of the Settlement Proceeds be challenged by any Party to this Agreement. H. Each Participating Plaintiff is solely responsible for payment of their respective attorneys’ fees, costs, expenses and any applicable taxes relating in any way to the ▇▇▇▇▇ Progeny Actions or this Agreement. Participating Plaintiffs shall be solely responsible for all fees, costs and expenses not otherwise expressly designated herein as obligations of the Settling Defendants. I. If the Florida Supreme Court, the Court of Appeals for the Eleventh Circuit or the United States Supreme Court should hold that the ▇▇▇▇▇ Phase I Findings established by the Florida Supreme Court in ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Group, Inc., et al., 945 So.2d 1246 (Fla. 2006): (1) constitute a violation of due process rights; or (2) cannot for any reason be used to establish either a fact or element concerning one or more claims asserted in the ▇▇▇▇▇ Progeny Actions, Settling Defendants have the exclusive right to terminate this Agreement. If Settling Defendants terminate this Agreement pursuant to this section, Settling Defendants shall not be obligated to make any further payment of the Settlement Proceeds; the Releases will be rendered null and void and returned to The ▇▇▇▇▇▇ Firm; and any monies paid to a Participating Plaintiff or Non-Responsive Plaintiff pursuant to this Agreement prior to the termination of the Agreement shall be treated as a set-off against any damages that may be ultimately awarded to that person against Settling Defendants in any action.

Settlement Proceeds. A. The payment of Settlement Proceeds (defined below) pursuant to this Agreement is the sole responsibility of ▇▇▇▇▇▇▇. The Participating Plaintiffs, Plaintiffs’ Coordinating Counsel Plaintiffs and Participating Plaintiffs’ Counsel the Non-Responsive Plaintiffs shall look solely to ▇▇▇▇▇▇▇ for any payment obligations under this Agreement, including, but not limited to, the Settlement Proceeds, and the payment to Plaintiffs’ Coordinating Counsel in Section V of this Agreement. B. In consideration and in exchange for the terms and conditions set forth herein, ▇▇▇▇▇▇▇ agrees to pay the sums set forth in Section IV(B)(2)(a) and (b) $43,000,000 (the “Settlement Proceeds”), on the following terms and conditions, and as adjusted ) as set forth below: 1. Plaintiffs’ Coordinating Counsel, or a person designated in writing by it, shall, as a precondition to payment of the Settlement Proceeds, establish have established a Qualified Settlement Fund pursuant to Treasury Regulation 1.468B-1 (also see Section XI(K)) and other applicable law (the “Settlement Fund”) to manage and distribute the Settlement Proceeds in accordance with this Agreement. Plaintiffs’ Coordinating Counsel, or the person designated by it, shall have sole access to, and control of, the Settlement Fund. 2. Failure by Participating Plaintiffs’ Counsel and/or Plaintiffs’ Coordinating Counsel The ▇▇▇▇▇▇ Firm to deliver or file fully executed Releases and Dropping or Notices, Dismissal Notices or Joint Motions of Dismissal as set forth in Section III shall be a material breach of this Agreement. If Participating Plaintiffs’ Counsel do The ▇▇▇▇▇▇ Firm does not deliver and file each and every one of the Releases and Dropping or Notices, Dismissal Notices or Joint Motions of Dismissal pursuant to Section III, then, unless Settling Defendants waive the breach, Settling Defendants, in their sole discretion, have the right to terminate and cancel this Agreement in its entirety, entirety and Settling Defendants shall have no obligation to pay any Settlement Proceeds, to fund the Settlement Fund, to make the Section V payment, to make any further payment or payments, or to perform any other term or condition of this Agreement, and the Agreement shall be null and void in all respectsrespects and ▇▇▇▇▇▇▇ shall be entitled to recover from the Settlement Fund any Settlement Proceeds that it has already paid. If Settling Defendants have not terminated this Agreement has not been terminated as set forth aboveAgreement, then ▇▇▇▇▇▇▇ shall tender the Settlement Proceeds to the Settlement Fund as follows: ▇. ▇▇▇▇▇▇▇ shall make fifteen (15) annual payments to the Settlement Fund for the benefit of the Participating Plaintiffs and the Non- i. Not more than ninety (90) days after the Effective Date, ▇▇▇▇▇▇▇ shall make the first Annual Payment in the amount of $2,867,000 to the Settlement Fund. ii. For each of the second through seventh years after the Effective Date, ▇▇▇▇▇▇▇ shall, no later than the anniversary of the first Annual Payment, make an Annual Payment of $2,867,000 to the Settlement Fund. iii. For each of the eighth through fifteenth years after the Effective Date, ▇▇▇▇▇▇▇ shall, no later than the anniversary of the first Payment Date, make an Annual Payment in the same amount as the Annual Payment paid in the immediately previous year; however, the amount of the Annual Payment in each of these years will be adjusted upwards for inflation from the prior calendar year by the lesser of either (a) 3%, or (b) the CPI%. iv. During the fifteen (15) year payout period of the Annual Payments, should ▇▇▇▇▇▇▇ be involved in a business transaction where all or substantially all of ▇▇▇▇▇▇▇’▇ assets or stock are sold to a non-affiliated entity, or where there is a merger, acquisition or other business transaction with a non-affiliate pursuant to which ▇▇▇▇▇▇▇ is more than 50% owned by such non-affiliate, then the remaining Annual Payments due at the time of the transaction will be accelerated and made payable by ▇▇▇▇▇▇▇ (or by a person or entity designated by ▇▇▇▇▇▇▇), to the Settlement Fund within ninety (90) days of the closing of such transaction, and discounted by an interest rate equal to 3% plus the yield of a United States Treasury security with a maturity equal to the remaining number of years for which Annual Payments are to be made at the time of the transaction. In such circumstances, the inflation adjustment set forth in Section IV(B)(2)(a)(iii) shall not be applied to any remaining Annual Payments that are subject to the acceleration. C. Any and all deadlines or other time periods set forth in this Agreement may be extended by agreement between Settling Defendants and The ▇▇▇▇▇▇ Firm. If the deadlines are extended in the Non-▇▇▇▇▇▇ Plaintiffs’ Settlement Agreement (defined below), then the deadlines set forth herein shall automatically be extended consistent with the extension in the Non-▇▇▇▇▇▇ Plaintiffs’ Settlement Agreement. D. The ▇▇▇▇▇▇ Firm shall have sole responsibility for allocating the Settlement Proceeds to and among the Participating Plaintiffs in accordance with the Settlement Fund Matrix, and subject to any adjustments or reductions that may be necessary to satisfy