Common use of The Full Agreement Clause in Contracts

The Full Agreement. 60. This DPA constitutes the full and complete agreement between the Company and the Office and supersedes any previous agreement between them. No additional promises, agreements, or conditions have been entered into other than those set forth in this DPA, and none will be entered into unless in writing and signed by the Office, Company counsel, and a duly authorized representative of the Company. It is understood that the Office may permit exceptions to or excuse particular requirements set forth in this DPA at the written request of the Company or the Monitor, but any such permission shall be in writing. AGREED TO: Xxxxx X. Xxxxxx Xxxxxxxxxxx X. Xxxxxxxx Chief Executive Officer and President United States Attorney Xxxxxx Holdings, Inc. District of New Jersey Date Date DIRECTOR’S CERTIFICATE I have read this agreement and carefully reviewed every part of it with counsel for the Company. I understand the terms of this Deferred Prosecution Agreement and voluntarily agree, on behalf of Xxxxxx Holdings, Inc. and Xxxxxx Inc., to each of the terms. Before signing this Deferred Prosecution Agreement, I consulted with the attorney for the Company. The attorney fully advised me of the Company’s rights, of possible defenses, of the Sentencing Guidelines’ provisions, and of the consequences of entering into this Deferred Prosecution Agreement. No promises or inducements have been made other than those contained in this Deferred Prosecution Agreement. Furthermore, no one has threatened or forced me, or to my knowledge any person authorizing this Deferred Prosecution Agreement on behalf of the Company, in any way to enter into this Deferred Prosecution Agreement. I am also satisfied with the attorney’s representation in this matter. I certify that I am a director of Xxxxxx Holdings, Inc., and that I have been duly authorized by the Board of Directors of Xxxxxx Holdings, Inc. to execute this certificate on behalf of the Company. Xxxxxx Holdings, Inc. Date CERTIFICATE OF COUNSEL I am counsel for the Company. In connection with such representation, I have examined relevant Company documents, and have discussed this Deferred Prosecution Agreement with the authorized representative of the Company. Based on my review of the foregoing materials and discussions, I am of the opinion that:

The Full Agreement. 60. This DPA constitutes the full and complete agreement between the Company and the Office and supersedes any previous agreement between them. No additional promises, agreements, or conditions have been entered into other than those set forth in this DPA, and none will be entered into unless in writing and signed by the Office, Company counsel, and a duly authorized representative of the Company. It is understood that the Office may permit exceptions to or excuse particular requirements set forth in this DPA at the written request of the Company or the Monitor, but any such permission shall be in writing. AGREED TO: Xxxxx X. Xxxxxx Xxxxx Xxxxxxxxxxx X. Xxxxxxxx Chief Executive Officer and President United States Attorney Xxxxxx HoldingsDePuy Orthopaedics, Inc. District of New Jersey Date Date DIRECTOR’S CERTIFICATE I have read this agreement and carefully reviewed every part of it with counsel for the Company. I understand the terms of this Deferred Prosecution Agreement and voluntarily agree, on behalf of Xxxxxx Holdings, Inc. and Xxxxxx Inc.the Company, to each of the terms. Before signing this Deferred Prosecution Agreement, I consulted with the attorney for the Company. The attorney fully advised me of the Company’s rights, of possible defenses, of the Sentencing Guidelines’ provisions, and of the consequences of entering into this Deferred Prosecution Agreement. No promises or inducements have been made other than those contained in this Deferred Prosecution Agreement. Furthermore, no one has threatened or forced me, or to my knowledge any person authorizing this Deferred Prosecution Agreement on behalf of the Company, in any way to enter into this Deferred Prosecution Agreement. I am also satisfied with the attorney’s representation in this matter. I certify that I am a director of Xxxxxx Holdings, Inc.the Company, and that I have been duly authorized by the Management Board of Directors of Xxxxxx Holdings, Inc. the Company to execute this certificate on behalf of the Company. Xxxxxx HoldingsDePuy Orthopaedics, Inc. Date CERTIFICATE OF COUNSEL I am counsel for the Company. In connection with such representation, I have examined relevant Company documents, and have discussed this Deferred Prosecution Agreement with the authorized representative of the Company. Based on my review of the foregoing materials and discussions, I am of the opinion that:

The Full Agreement. 60. This DPA constitutes the full and complete agreement between the Company and the Office and supersedes any previous agreement between them. No additional promises, agreements, or conditions have been entered into other than those set forth in this DPA, and none will be entered into unless in writing and signed by the Office, Company counsel, and a duly authorized representative of the Company. It is understood that the Office may permit exceptions to or excuse particular requirements set forth in this DPA at the written request of the Company or the Monitor, but any such permission shall be in writing. AGREED TO: Xxxxx Xxxxxxx X. Xxxxxx Xxxxxxxxxxx X. Xxxxxxxx President and Chief Executive Officer and President United States Attorney Xxxxxx HoldingsBiomet, Inc. Inc., District of New Jersey Date Date DIRECTOR’S CERTIFICATE I have read this agreement and carefully reviewed every part of it with counsel for the Company. I understand the terms of this Deferred Prosecution Agreement and voluntarily agree, on behalf of Xxxxxx Holdings, Inc. and Xxxxxx Inc.the Company, to each of the terms. Before signing this Deferred Prosecution Agreement, I consulted with the attorney for the Company. The attorney fully advised me of the Company’s rights, of possible defenses, of the Sentencing Guidelines’ provisions, and of the consequences of entering into this Deferred Prosecution Agreement. No promises or inducements have been made other than those contained in this Deferred Prosecution Agreement. Furthermore, no one has threatened or forced me, or to my knowledge any person authorizing this Deferred Prosecution Agreement on behalf of the Company, in any way to enter into this Deferred Prosecution Agreement. I am also satisfied with the attorney’s representation in this matter. I certify that I am a director of Xxxxxx Holdings, Inc.the Company, and that I have been duly authorized by the Board of Directors of Xxxxxx Holdings, Inc. the Company to execute this certificate on behalf of the Company. Xxxxxx Holdings, Inc. Date CERTIFICATE OF COUNSEL I am counsel for the Company. In connection with such representation, I have examined relevant The Company documents, and have discussed this Deferred Prosecution Agreement with the authorized representative of the Company. Based on my review of the foregoing materials and discussions, I am of the opinion that:Date

The Full Agreement. 60. This DPA constitutes the full and complete agreement between the Company and the Office and supersedes any previous agreement between them. No additional promises, agreements, or conditions have been entered into other than those set forth in this DPA, and none will be entered into unless in writing and signed by the Office, Company counsel, and a duly authorized representative of the Company. It is understood that the Office may permit exceptions to or excuse particular requirements set forth in this DPA at the written request of the Company or the Monitor, but any such permission shall be in writing. AGREED TO: Xxxxx X. & Nephew, Inc. By Xxxxxx XxXxxx President, Orthopaedic Reconstruction Global Business Unit (“Recon”) For Recon and Xxxxx & Nephew, Inc. Xxxxxxxxxxx X. Xxxxxxxx Chief Executive Officer and President United States Attorney Xxxxxx Holdings, Inc. District of New Jersey Date Date DIRECTOR’S CERTIFICATE I have read The Board of Directors of Xxxxx & Nephew plc (the “plc Board”) has reviewed this agreement and carefully reviewed every part of it with counsel for the Company. I understand the terms of this Deferred Prosecution Agreement and voluntarily agree, on behalf of Xxxxxx Holdings, Inc. and Xxxxxx Inc., to each of the terms. Before signing this Deferred Prosecution Agreement, I consulted with the attorney Counsel for the Company. The attorney Company fully advised me the plc Board of the Company’s rights, of possible defenses, of the Sentencing Guidelines’ provisions, and of the consequences of entering into this Deferred Prosecution Agreementagreement. No The plc Board states that, so far as it is aware, no promises or inducements have been made by any official of the United States Government in relation to the subject matter of this agreement (other than those contained in this Deferred Prosecution agreement, the related Civil Settlement Agreement and/or the related Corporate Integrity Agreement. Furthermore, no one has threatened or forced me, or to my knowledge any person authorizing this Deferred Prosecution Agreement on behalf of the Company, in any way to enter into this Deferred Prosecution Agreement. I am also satisfied with the attorney’s representation in this matter). I certify that I am a director of Xxxxxx HoldingsXxxxx & Nephew plc, and that I have been duly authorized by the plc Board to execute this certificate on its behalf. Xxxxx & Nephew plc By Director Date DIRECTOR’S CERTIFICATE The Board of Directors of Xxxxx & Nephew, Inc. (the “Inc. Board”) has reviewed this agreement with counsel for the Company. Counsel for the Company fully advised the Inc. Board of the Company’s rights, of possible defenses, of the Sentencing Guidelines’ provisions, and of the consequences of entering into this agreement. The Inc. Board states that, so far as it is aware, no promises or inducements have been made by any official of the United States Government in relation to the subject matter of this agreement (other than those contained in this agreement, the related Civil Settlement Agreement and/or the related Corporate Integrity Agreement). I certify that I am a director of Xxxxx & Nephew, Inc., and that I have been duly authorized by the Inc. Board of Directors of Xxxxxx Holdings, Inc. to execute this certificate on behalf its behalf. Xxxxx & Nephew, Inc. By Xxxxx X. Xxxxxxx Date Director CERTIFICATE OF COUNSEL We are external counsel for Xxxxx & Nephew, Inc., including its Orthopaedic Reconstruction Global Business Unit, which is called the Company in this agreement. We have reviewed this agreement with the Board of Xxxxx & Nephew plc and the Board of Xxxxx & Nephew, Inc., and have fully advised the Boards of both Xxxxx & Nephew plc and Xxxxx & Nephew, Inc of their rights, of possible defenses, of the Sentencing Guidelines’ provisions, and of the consequences of entering into this agreement. Attorneys for the Company Date SECRETARY’S CERTIFICATION I, Xxxx Xxxxxxxx, the duly elected Secretary of Xxxxx & Nephew plc (the “Parent Company”) a corporation duly organized under the laws of England and Wales, hereby certify that the following is a true and exact copy of a resolution approved by the Board of Directors of the Parent Company at a meeting held at Newbury, Berkshire, United Kingdom on the 27th day of September, 2007; ”The Chief Legal Officer updated the Board on Xxxxx & Nephew, Inc.’s discussions with the United States Attorney’s Office for the District of New Jersey (the “Office”) in connection with an investigation being conducted by the Office into activities of the Orthopaedic Reconstruction Global Business Unit (“Recon”) relating to certain payments to Consultants who have selected orthopaedic hip and knee replacement products manufactured by Recon in surgeries performed by them.” “Counsel from Xxxxx Xxxxxxx explained to the Board the contents of (i) a draft deferred prosecution agreement relating to a criminal complaint to be filed in the U.S. District Court for the District of New Jersey charging Recon with conspiracy to commit violations of the federal anti-kickback statute (the “Deferred Prosecution Agreement”), (ii) a draft civil settlement agreement relating to the same and related matters, and (iii) a draft corporate integrity agreement relating to the same and related matters.” “Counsel from Xxxxx Peabody also fully advised the Board of the Company. Xxxxxx Holdings’s rights, Inc. Date CERTIFICATE OF COUNSEL I am counsel for of possible defences, of the Company. In connection with such representation, I have examined relevant Company documentsSentencing Guidelines’ provisions, and have discussed this of the consequences of entering into the Deferred Prosecution Agreement.” “IT WAS RESOLVED that (a) the draft Deferred Prosecution Agreement with provided to the authorized representative meeting be and is hereby approved for execution by Xxxxx & Nephew plc’s subsidiary, Xxxxx & Nephew, Inc., and its unincorporated division, the Orthopaedic Reconstruction Global Business Unit (subject to such amendments as any one Director may approve); and (b) the President of the Company. Based on my review Orthopaedic Reconstruction Global Business Unit be, and is hereby authorized to execute the Deferred Prosecution Agreement (subject to such amendments as any one Director may approve); (c) any one Director of Xxxxx & Nephew plc is authorized to execute the foregoing materials and discussions, I am of Director’s Certificate for Xxxxx & Nephew plc attached to the opinion that:Deferred Prosecution Agreement (subject to such amendments as any one Director may approve)”