Common use of Claim-Over Clause in Contracts

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 Xxxxxxx 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 Xxxxxxx: x. Xxxxxxx 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; x. Xxxxxxx 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 Xxxxxxx under this Settlement Agreement; c. That Releasor and Xxxxxxx 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 Xxxxxxx under this Settlement Agreement. Such steps may include, where permissible: (1) Filing of motions to dismiss or such other appropriate motion by Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx by that Releasor to ensure it is held harmless from such Claim-Over, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Released Entity; (6) Credit to Xxxxxxx under this Settlement Agreement to reduce the overall amounts to be paid under the Settlement Agreement such that it is held harmless from the Claim-Over; and (7) Such other actions as that Releasor and Xxxxxxx may devise to hold Xxxxxxx harmless from the Claim Over. d. The actions of that Releasor and Xxxxxxx taken pursuant to paragraph (c) must, in combination, ensure Xxxxxxx is not required to pay more with respect to Covered Conduct than the amounts owed by Xxxxxxx under this Settlement Agreement. e. In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph (c), that Releasor and Xxxxxxx may seek review by the National Arbitration Panel, provided that, if the parties agree, such dispute may be heard by the state court where the relevant Consent Judgment was filed. The National Arbitration Panel shall have authority to require Releasors to implement a remedy that includes one or more of the actions specified in paragraph (c) sufficient to hold Released Entities fully harmless. In the event that the panel’s actions do not result in Released Entities being held fully harmless, Xxxxxxx shall have a claim for breach of this Settlement Agreement by Releasors, with the remedy being payment of sufficient funds to hold Xxxxxxx harmless from the Claim-Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Xxxxxxx may have.

Claim-Over. In the event that any Releasor obtains a judgment with respect to Non-Non- Party Covered Conduct against a Non-Released Entity that does not contain a prohibition like that in subsection IV.B.3V.B.3, or any Releasor files a Non-Party Covered Conduct Claim against a nonNon-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.3V.B.3, and such Non-Released Entity asserts a Claim-Claim Over against a Released Entity, that then Releasor and Xxxxxxx Allergan 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 XxxxxxxAllergan: x. Xxxxxxx a. Allergan shall notify that Releasor of the Claim-Claim Over within sixty (60) days of the assertion of the Claim-Claim Over or sixty (60) days of the Effective Date of this Settlement Agreement, whichever is later; x. Xxxxxxx b. Allergan 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 Xxxxxxx Allergan under this Settlement Agreement; c. That Releasor and Xxxxxxx Allergan shall take steps sufficient and permissible under the law of the State of the Releasor to hold Released Entities harmless from the Claim-Claim Over and ensure Released Entities are not required to pay more with respect to Covered Conduct than the amounts owed by Xxxxxxx Allergan under this Settlement Agreement. Such steps may include, where permissible: (1i) Filing of motions to dismiss or such other appropriate motion by Xxxxxxx Allergan or Released Entities, and supported by Releasors, in response to any claim Claim filed in litigation or arbitration; (2ii) 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-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; (3iii) Placement into escrow of funds paid by the Non-Released Entities such that those funds are available to satisfy the Claim-Claim Over; (4iv) Return of monies paid by Xxxxxxx Allergan 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- Claim Over; (5v) Payment of monies to Xxxxxxx Allergan by that Releasor to ensure it is held harmless from such Claim-Claim Over, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Non- Released Entity; (6vi) Credit to Xxxxxxx Allergan under this Settlement Agreement to reduce the overall amounts to be paid under the Settlement Agreement such that it is held harmless from the Claim-Claim Over; and (7vii) Such other actions as that Releasor and Xxxxxxx Allergan may devise to hold Xxxxxxx Allergan harmless from the Claim Over. d. The actions of that Releasor and Xxxxxxx Allergan taken pursuant to paragraph (c) must, in combination, ensure Xxxxxxx Allergan is not required to pay more with respect to Covered Conduct than the amounts owed by Xxxxxxx Allergan under this Settlement Agreement. e. In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph (c), that Releasor and Xxxxxxx Allergan may seek review by the National Arbitration Panel, provided that, if the parties Parties agree, such dispute may be heard by the state court where the relevant Consent Judgment was filed. The National Arbitration Panel shall have authority to require Releasors to implement a remedy that includes one or more of the actions specified in paragraph (c) sufficient to hold Released Entities fully harmless. In the event that the panel’s actions do not result in Released Entities being held fully harmless, Xxxxxxx Allergan shall have a claim Claim for breach of this Settlement Agreement by Releasors, with the remedy being payment of sufficient funds to hold Xxxxxxx Allergan harmless from the Claim-Claim Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Xxxxxxx Allergan may have.

Claim-Over. In the event that any Releasor obtains a judgment with respect to Non-Non- Party Covered Conduct against a Non-Released Entity that does not contain a prohibition like that in subsection IV.B.3V.B.3, or any Releasor files a Non-Party Covered Conduct Claim against a nonNon-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.3V.B.3, and such Non-Released Entity asserts a Claim-Claim Over against a Released Entity, that Releasor and Xxxxxxx Teva 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 XxxxxxxTeva: x. Xxxxxxx a. Teva 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; x. Xxxxxxx b. Teva 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 Xxxxxxx Teva under this Settlement Agreement; c. That Releasor and Xxxxxxx Teva 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 Xxxxxxx Teva under this Settlement Agreement. Such steps may include, where permissible: (1i) Filing of motions to dismiss or such other appropriate motion by Xxxxxxx Teva or Released Entities, and supported by Releasors, in response to any claim Claim filed in litigation or arbitration; (2ii) 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; (3iii) Placement into escrow of funds paid by the Non-Released Entities such that those funds are available to satisfy the Claim-Over; (4iv) Return of monies paid by Xxxxxxx Teva 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- Claim-Over; (5v) Payment of monies to Xxxxxxx Teva by that Releasor to ensure it is held harmless from such Claim-Over, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Non- Released Entity; (6vi) Credit to Xxxxxxx Teva under this Settlement Agreement to reduce the overall amounts to be paid under the Settlement Agreement such that it is held harmless from the Claim-Over; and (7vii) Such other actions as that Releasor and Xxxxxxx Teva may devise to hold Xxxxxxx Teva harmless from the Claim Over. d. The actions of that Releasor and Xxxxxxx Teva taken pursuant to paragraph (c) must, in combination, ensure Xxxxxxx Teva is not required to pay more with respect to Covered Conduct than the amounts owed by Xxxxxxx Teva under this Settlement Agreement. e. In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph (c), that Releasor and Xxxxxxx Teva may seek review by the National Arbitration Panel, provided that, if the parties Parties agree, such dispute may be heard by the state court Court where the relevant Consent Judgment was filed. The National Arbitration Panel shall have authority to require Releasors to implement a remedy that includes one or more of the actions specified in paragraph (c) sufficient to hold Released Entities fully harmless. In the event that the panel’s actions do not result in Released Entities being held fully harmless, Xxxxxxx Teva shall have a claim Claim for breach of this Settlement Agreement by Releasors, with the remedy being payment of sufficient funds to hold Xxxxxxx Teva harmless from the Claim-Claim Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Xxxxxxx Teva may have.

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.3Section II.B.3, or any Releasor files a Non-Non- Party Covered Conduct Claim against a non-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.3Section II.B.3, and such Non-Released Entity asserts a Claim-Over against a Released Entity, that then Releasor and Xxxxxxx Walmart shall take the following actions to ensure that the Released Entities do not pay more with respect to Alleged Xxxxx and/or Covered Conduct to Releasors or to Non-Released Entities than the amounts owed under this Settlement Agreement by XxxxxxxWalmart: x. Xxxxxxx a. Walmart 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; x. Xxxxxxx b. Walmart 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 Alleged Xxxxx and/or Covered Conduct than the amounts owed by Xxxxxxx Walmart under this Settlement Agreement; c. That Releasor and Xxxxxxx Walmart shall take steps sufficient and permissible under the applicable 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 Alleged Xxxxx and/or Covered Conduct than the amounts owed by Xxxxxxx Walmart under this Settlement Agreement. Such steps may include, where permissible: (1) Filing of motions to dismiss or such other appropriate motion by Xxxxxxx Walmart 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 the Settlement Fund 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 Xxxxxxx to that Releasor Walmart under this Agreement to the Settlement Agreement Fund Escrow not yet distributed to Releasors to permit satisfaction of a judgment against or settlement with the Non-Released Entity to satisfy the Claim- Claim-Over; (5) Payment of monies to Xxxxxxx Walmart by that Releasor to ensure it is held harmless from such Claim-Over, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Released Entity; (6) Credit to Xxxxxxx Walmart under this Settlement Agreement to reduce the overall amounts to be paid under the Settlement Agreement such that it is held harmless from the Claim-Over; and (7) Such other actions as that Releasor and Xxxxxxx Walmart may devise to hold Xxxxxxx Walmart harmless from the Claim Claim-Over. d. The actions of that Releasor and Xxxxxxx Walmart taken pursuant to paragraph (c) must, in combination, ensure Xxxxxxx Walmart is not required to pay more with respect to Alleged Xxxxx and/or Covered Conduct than the amounts owed by Xxxxxxx Walmart under this Settlement Agreement. e. In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph (c), that Releasor and Xxxxxxx Walmart may seek review by the National Arbitration Panel, provided that, if the parties agree, such dispute may be heard by the state court where the relevant Consent Judgment was filed. The National Arbitration Panel shall have authority to require Releasors to implement a remedy that includes one or more of the actions specified in paragraph (c) sufficient to hold Released Entities fully harmlessCourt. In the event that the panelCourt’s actions do not result in Released Entities being held fully harmless, Xxxxxxx Walmart shall have a claim for breach of this Settlement Agreement by Releasors, with the remedy being payment of sufficient funds to hold Xxxxxxx Walmart harmless from the Claim-Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Xxxxxxx Walmart may have.

Claim-Over. In the event that any Releasor obtains a judgment with respect to Non-Non- Party Covered Conduct against a Non-Released Entity that does not contain a prohibition like that in subsection IV.B.3Section VI.E, or any Releasor files a Non-Party Covered Conduct Claim against a nonNon-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.3Section VI.E, and such Non-Released Entity asserts a Claim-Claim Over against a Released Entity, that Releasor and Xxxxxxx Teva 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 XxxxxxxTeva: x. Xxxxxxx 1. Teva 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; x. Xxxxxxx 2. Teva 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 Xxxxxxx Teva under this Settlement Agreement; c. 3. That Releasor and Xxxxxxx Teva 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 Xxxxxxx Teva under this Settlement Agreement. Such steps may include, where permissible: (1) a. Filing of motions to dismiss or such other appropriate motion by Xxxxxxx Teva or Released Entities, and supported by Releasors, in response to any claim Claim filed in litigation or arbitration; (2) b. 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) c. Placement into escrow of funds paid by the Non-Released Entities such that those funds are available to satisfy the Claim-Over; (4) d. Return of monies paid by Xxxxxxx Teva 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- Claim-Over; (5) e. Payment of monies to Xxxxxxx Teva by that Releasor to ensure it is held harmless from such Claim-Over, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Non- Released Entity; (6) f. Credit to Xxxxxxx Teva under this Settlement Agreement to reduce the overall amounts to be paid under the Settlement Agreement such that it is held harmless from the Claim-Over; and, (7) g. Such other actions as that Releasor and Xxxxxxx Teva may devise to hold Xxxxxxx Teva harmless from the Claim Over. d. 4. The actions of that Releasor and Xxxxxxx Teva taken pursuant to paragraph (c3) must, in combination, ensure Xxxxxxx Teva is not required to pay more with respect to Covered Conduct than the amounts owed by Xxxxxxx Teva under this Settlement Agreement. e. 5. In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph (c3), that Releasor and Xxxxxxx Teva may seek review by the National Arbitration Panel, provided that, if the parties Parties agree, such dispute may be heard by the state court Court where the relevant Consent Judgment was filed. The National Arbitration Panel shall have authority to require Releasors to implement a remedy that includes one or more of the actions specified in paragraph (c3) sufficient to hold Released Entities fully harmless. In the event that the panel’s actions do not result in Released Entities being held fully harmless, Xxxxxxx Teva shall have a claim Claim for breach of this Settlement Agreement by Releasors, with the remedy being payment of sufficient funds to hold Xxxxxxx Teva harmless from the Claim-Claim Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Xxxxxxx Teva may have. 6. To the extent that the Claim Over is based on a contractual indemnity, the obligations under subsection VI.F shall extend solely to a Non-Party Covered Conduct Claim against a pharmacy, clinic, hospital or other purchaser or dispenser of Products, a manufacturer that sold Products, a consultant, and/or a pharmacy benefit manager or other third-party payor. Teva shall notify the State, to the extent permitted by applicable law, in the event that any of these types of Non-Released Entities asserts a Claim-Over arising out of contractual indemnity against it

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 Xxxxxxx 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 Xxxxxxx: x. Xxxxxxx 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; x. Xxxxxxx 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 Xxxxxxx under this Settlement Agreement; c. That Releasor and Xxxxxxx 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 Xxxxxxx under this Settlement Agreement. Such steps may include, where permissible: (1) Filing of motions to dismiss or such other appropriate motion by Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx by that Releasor to ensure it is held harmless from such Claim-Over, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Released Entity; (6) Credit to Xxxxxxx Janssen under this Settlement Agreement to reduce the overall amounts to be paid under the Settlement Agreement such that it is held harmless from the Claim-Over; and (7) Such other actions as that Releasor and Xxxxxxx may devise to hold Xxxxxxx harmless from the Claim Over. d. The actions of that Releasor and Xxxxxxx taken pursuant to paragraph (c) must, in combination, ensure Xxxxxxx is not required to pay more with respect to Covered Conduct than the amounts owed by Xxxxxxx under this Settlement Agreement. e. In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph (c), that Releasor and Xxxxxxx may seek review by the National Arbitration Panel, provided that, if the parties agree, such dispute may be heard by the state court where the relevant Consent Judgment was filed. The National Arbitration Panel shall have authority to require Releasors to implement a remedy that includes one or more of the actions specified in paragraph (c) sufficient to hold Released Entities fully harmless. In the event that the panel’s actions do not result in Released Entities being held fully harmless, Xxxxxxx shall have a claim for breach of this Settlement Agreement by Releasors, with the remedy being payment of sufficient funds to hold Xxxxxxx Janssen harmless from the Claim-Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Xxxxxxx may have.

Claim-Over. In the event that any Releasor obtains a judgment with respect to Non-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 nonNon-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 Xxxxxxx 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 Xxxxxxx: x. Xxxxxxx shall notify that Releasor of the Claim-Over within sixty thirty (6030) days of the assertion of the Claim-Over or sixty thirty (6030) days of the Effective Date of this Settlement Agreement, whichever is later; x. Xxxxxxx 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 Xxxxxxx under this Settlement Agreement; c. That Releasor and Xxxxxxx 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 Xxxxxxx under this Settlement Agreement. Such steps may include, where permissible: (1) Filing of motions to dismiss or such other appropriate motion by Xxxxxxx 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 Xxxxxxx 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- Claim-Over; (5) Payment of monies to Xxxxxxx by that Releasor to ensure it is held harmless from such Claim-Over, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Non- Released Entity; (6) Credit to Xxxxxxx under this Settlement Agreement to reduce the overall amounts to be paid under the Settlement Agreement such that it is held harmless from the Claim-Over; and (7) Such other actions as that Releasor and Xxxxxxx may devise to hold Xxxxxxx harmless from the Claim Over. d. The actions of that Releasor and Xxxxxxx taken pursuant to paragraph (c) must, in combination, ensure Xxxxxxx is not required to pay more with respect to Covered Conduct than the amounts owed by Xxxxxxx under this Settlement Agreement. e. In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph (c), that Releasor and Xxxxxxx may seek review by the National Arbitration Panel, provided that, if court that enters the parties agree, such dispute may be heard by the state court where the relevant Consent Judgment was filed. The National Arbitration Panel shall have authority pursuant to require Releasors to implement a remedy that includes one or more of the actions specified in paragraph (c) sufficient to hold Released Entities fully harmless. In the event that the panel’s actions do not result in Released Entities being held fully harmless, Xxxxxxx shall have a claim for breach of this Settlement Agreement by Releasors, with the remedy being payment of sufficient funds to hold Xxxxxxx harmless from the Claim-Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Xxxxxxx may have.Section X.

Claim-Over. In the event that any Releasor obtains a judgment with respect to Non-Non- Party Covered Conduct against a Non-Released Entity that does not contain a prohibition like that in subsection IV.B.3V.B.3, or any Releasor files a Non-Party Covered Conduct Claim against a nonNon-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.3V.B.3, and such Non-Released Entity asserts a Claim-Claim Over against a Released Entity, that Releasor and Xxxxxxx Teva 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 XxxxxxxXxxx: x. Xxxxxxx a. Teva 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; x. Xxxxxxx b. Teva 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 Xxxxxxx Teva under this Settlement Agreement; c. That Releasor and Xxxxxxx Xxxx 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 Xxxxxxx Teva under this Settlement Agreement. Such steps may include, where permissible: (1i) Filing of motions to dismiss or such other appropriate motion by Xxxxxxx Teva or Released Entities, and supported by Releasors, in response to any claim Claim filed in litigation or arbitration; (2ii) Reduction of that Releasor’s Claim and any judgment it has obtained 5HGXFWLRQ RI WKDW 5HOHDVRU¶V &ODL 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; (3iii) Placement into escrow of funds paid by the Non-Released Entities such that those funds are available to satisfy the Claim-Over; (4iv) Return of monies paid by Xxxxxxx Xxxx 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- Claim-Over; (5v) Payment of monies to Xxxxxxx Teva by that Releasor to ensure it is held harmless from such Claim-Over, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Non- Released Entity; (6vi) Credit to Xxxxxxx Teva under this Settlement Agreement to reduce the overall amounts to be paid under the Settlement Agreement such that it is held harmless from the Claim-Over; and (7vii) Such other actions as that Releasor and Xxxxxxx Teva may devise to hold Xxxxxxx Teva harmless from the Claim Over. d. The actions of that Releasor and Xxxxxxx Teva taken pursuant to paragraph (c) must, in combination, ensure Xxxxxxx Teva is not required to pay more with respect to Covered Conduct than the amounts owed by Xxxxxxx Teva under this Settlement Agreement. e. In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph (c), that Releasor and Xxxxxxx Teva may seek review by the National Arbitration Panel, provided that, if the parties Parties agree, such dispute may be heard by the state court Court where the relevant Consent Judgment was filed. The National Arbitration Panel shall have authority to require Releasors to implement a remedy that includes one or more of the actions specified in paragraph (c) sufficient to hold Released Entities fully harmless. In the event that the panel’s actions do not result in Released Entities being held HYHQW WKDW WKH SDQHO¶V DFWLRQV GR QR fully harmless, Xxxxxxx Xxxx shall have a claim Claim for breach of this Settlement Agreement by Releasors, with the remedy being payment of sufficient funds to hold Xxxxxxx Teva harmless from the Claim-Claim Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Xxxxxxx Teva may have.

Claim-Over. In the event that any Releasor obtains a judgment settlement or judgment, including in any bankruptcy, with respect to Non-Party the Covered Conduct Conduct, the Actions, the Products, and/or the Alleged Xxxxx against a Non-Released Entity Party 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.3IX.B, and such Non-Released Entity Party asserts a Claim arising out of or related to Covered Conduct, the Actions, the Products, and/or the Alleged Xxxxx against a Mylan Released Entity (a “Claim-Over against a Released EntityOver”), that then the Releasor and Xxxxxxx 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 Conduct, the Actions, the Products, and/or the Alleged Xxxxx to the Releasors or to the Non-Released Entities Party than the amounts amount owed under this Settlement Agreement by XxxxxxxXxxxx: x. Xxxxxxx i. Mylan shall notify that 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 Settlement Agreement, whichever is later;; and x. Xxxxxxx ii. The Releasors and that Releasor Xxxxx shall meet and confer concerning sufficient steps to take to ensure that the means to hold Mylan Released Entities harmless and ensure that it is not required to pay more with respect to Covered Conduct than the amounts owed by Xxxxxxx under this Settlement Agreement; c. That Releasor and Xxxxxxx shall take steps sufficient and permissible under the law of the State of the Releasor to hold Released Entities are held harmless from the Claim-Over and ensure Released Entities are not required to pay more with respect to the Covered Conduct Conduct, the Actions, the Products, and/or the Alleged Xxxxx than the amounts amount owed by Xxxxxxx Xxxxx under this Settlement Agreement. Such steps may include, where permissible: (1) a. Filing of motions to dismiss or such other appropriate motion by Xxxxxxx Xxxxx or the Mylan Released Entities, and supported by the Releasors, in response to any claim 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 Xxxxxxx 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 Xxxxxxx by that Releasor to ensure it is held harmless from such Claim-Over, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Released Entity; (6) Credit to Xxxxxxx under this Settlement Agreement to reduce the overall amounts to be paid under the Settlement Agreement such that it is held harmless from the Claim-Over; and (7) Such other actions as that Releasor and Xxxxxxx may devise to hold Xxxxxxx harmless from the Claim Over. d. The actions of that Releasor and Xxxxxxx taken pursuant to paragraph (c) must, in combination, ensure Xxxxxxx is not required to pay more with respect to Covered Conduct than the amounts owed by Xxxxxxx under this Settlement Agreement. e. In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph (c), that Releasor and Xxxxxxx may seek review by the National Arbitration Panel, provided that, if the parties agree, such dispute may be heard by the state court where the relevant Consent Judgment was filed. The National Arbitration Panel shall have authority to require Releasors to implement a remedy that includes one or more of the actions specified in paragraph (c) sufficient to hold Released Entities fully harmless. In the event that the panel’s actions do not result in Released Entities being held fully harmless, Xxxxxxx shall have a claim for breach of this Settlement Agreement by Releasors, with the remedy being payment of sufficient funds to hold Xxxxxxx harmless from the Claim-Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Xxxxxxx may have.

Claim-Over. In the event that any Releasor obtains a judgment with respect to Non-Non- Party Covered Conduct against a Non-Released Entity that does not contain a prohibition like that in subsection IV.B.3VII.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.3VII.B.3, and such Non-Released Entity asserts a Claim-Over against a Released Entity, that Releasor and Xxxxxxx Kroger 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 XxxxxxxKroger: x. Xxxxxxx a. Kroger 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; x. Xxxxxxx Xxxxxx 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 Xxxxxxx Kroger under this Settlement Agreement; c. That Releasor and Xxxxxxx Xxxxxx 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 Xxxxxxx Kroger under this Settlement Agreement. Such steps may include, where permissible: (1) i. Filing of motions to dismiss or such other appropriate motion by Xxxxxxx Xxxxxx or Released Entities, and supported by Releasors, in response to any claim filed in litigation or arbitration; (2) ii. 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) iii. Placement into escrow of funds paid by the Non-Released Entities such that those funds are available to satisfy the Claim-Over; (4) iv. Return of monies paid by Xxxxxxx Kroger 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- Claim-Over; (5) v. Payment of monies to Xxxxxxx Kroger by that Releasor to ensure it is held harmless from such Claim-Over, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Non- Released Entity; (6) vi. Credit to Xxxxxxx Kroger under this Settlement Agreement to reduce the overall amounts to be paid under the Settlement Agreement such that it is held harmless from the Claim-Over; and (7) vii. Such other actions as that Releasor and Xxxxxxx Kroger may devise to hold Xxxxxxx Kroger harmless from the Claim Claim-Over. d. The actions of that Releasor and Xxxxxxx Kroger taken pursuant to paragraph (c) must, in combination, ensure Xxxxxxx Kroger is not required to pay more with respect to Covered Conduct than the amounts owed by Xxxxxxx Kroger under this Settlement Agreement. e. In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph (c), that Releasor and Xxxxxxx Kroger may seek review by the National Arbitration Panel, provided that, if the parties agree, such dispute may be heard by the state court Court where the relevant Consent Judgment was filed. The National Arbitration Panel shall have authority to require Releasors to implement a remedy that includes one or more of the actions specified in paragraph (c) sufficient to hold Released Entities fully harmless. In the event that the panel’s actions do not result in Released Entities being held fully harmless, Xxxxxxx Kroger shall have a claim for breach of this Settlement Agreement by Releasors, with the remedy being payment of sufficient funds to hold Xxxxxxx Kroger harmless from the Claim-Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Xxxxxxx Kroger may have. If the Global Settlement does not become effective by December 31, 2024, then disputes shall be heard by the Court where the Consent Judgment was filed.

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.3II.B.3, or any Releasor files a Non-Party Covered Conduct Claim against a nonNon-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.3II.B.3, and such Non-Released Entity asserts a Claim-Over against a Released Entity, that Releasor and Xxxxxxx Teva 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 XxxxxxxTeva: x. Xxxxxxx a. Teva 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; x. Xxxxxxx b. Teva 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 Xxxxxxx Teva under this Settlement Agreement; c. That Releasor and Xxxxxxx Teva shall take steps sufficient and permissible under the applicable 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 Xxxxxxx Teva under this Settlement Agreement. Such steps may include, where permissible: (1i) Filing of motions to dismiss or such other appropriate motion by Xxxxxxx Teva or Released Entities, and supported by Releasors, in response to any claim Claim filed in litigation or arbitration; (2ii) 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; (3iii) Placement into the escrow of funds paid by the Non-Non- Released Entities such that those funds are available to satisfy the Claim-Over; (4iv) Return of monies paid by Xxxxxxx to that Releasor Teva under this Agreement to the Settlement Agreement Fund Escrow not yet distributed to Releasors to permit satisfaction of a judgment against or settlement with the Non-Released Entity to satisfy the Claim- Claim-Over; (5v) Payment of monies to Xxxxxxx Teva by that Releasor to ensure it is held harmless from such Claim-Over, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Released Entity; (6vi) Credit to Xxxxxxx Teva under this Settlement Agreement to reduce the overall amounts to be paid under the Settlement Agreement such that it is held harmless from the Claim-Over; and (7vii) Such other actions as that Releasor and Xxxxxxx Teva may devise to hold Xxxxxxx Teva harmless from the Claim Claim-Over. d. The actions of that Releasor and Xxxxxxx Teva taken pursuant to paragraph (c) must, in combination, ensure Xxxxxxx Teva is not required to pay more with respect to Covered Conduct than the amounts owed by Xxxxxxx Teva under this Settlement Agreement. e. In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph (c), that Releasor and Xxxxxxx Teva may seek review by the National Arbitration Panel, provided that, if the parties agree, such dispute may be heard by the state court where the relevant Consent Judgment was filedCourt. The National Arbitration Panel Court shall have authority to require Releasors to implement a remedy that includes one or more of the actions specified in paragraph (c) sufficient to hold Released Entities fully harmless. In the event that the panelCourt’s actions do not result in Released Entities being held fully harmless, Xxxxxxx Teva shall have a claim Claim for breach of this Settlement Agreement by Releasors, with the remedy being payment of sufficient funds to hold Xxxxxxx Teva harmless from the Claim-Claim- Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Xxxxxxx Teva may have.

Claim-Over. In the event that any Releasor obtains a judgment with respect to Non-Non- Party Covered Conduct against a Non-Released Entity that does not contain a prohibition like that in subsection IV.B.3V.B.3, or any Releasor files a Non-Party Covered Conduct Claim against a nonNon-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.3V.B.3, and such Non-Released Entity asserts a Claim-Claim Over against a Released Entity, that then Releasor and Xxxxxxx Allergan 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 XxxxxxxAllergan: x. Xxxxxxx a. Allergan shall notify that Releasor of the Claim-Claim Over within sixty (60) days of the assertion of the Claim-Claim Over or sixty (60) days of the Effective Date of this Settlement Agreement, whichever is later; x. Xxxxxxx b. Allergan 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 Xxxxxxx Allergan under this Settlement Agreement; c. That Releasor and Xxxxxxx Allergan shall take steps sufficient and permissible under the law of the State of the Releasor to hold Released Entities harmless from the Claim-Claim Over and ensure Released Entities are not required to pay more with respect to Covered Conduct than the amounts owed by Xxxxxxx Allergan under this Settlement Agreement. Such steps may include, where permissible: (1i) Filing of motions to dismiss or such other appropriate motion by Xxxxxxx Allergan or Released Entities, and supported by Releasors, in response to any claim Claim filed in litigation or arbitration; (2ii) 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-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; (3iii) Placement into escrow of funds paid by the Non-Released Entities such that those funds are available to satisfy the Claim-Claim Over; (4iv) Return of monies paid by Xxxxxxx Allergan 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- Claim Over; (5v) Payment of monies to Xxxxxxx Allergan by that Releasor to ensure it is held harmless from such Claim-Claim Over, up to the amount that Releasor has Releasorhas obtained, may obtain, or has authority to control from such Non-Non- Released Entity; (6vi) Credit to Xxxxxxx Allergan under this Settlement Agreement to reduce the overall amounts to be paid under the Settlement Agreement such that it is held harmless from the Claim-Claim Over; and (7vii) Such other actions as that Releasor and Xxxxxxx Allergan may devise to hold Xxxxxxx Allergan harmless from the Claim Over. d. The actions of that Releasor and Xxxxxxx Allergan taken pursuant to paragraph (c) must, in combination, ensure Xxxxxxx Allergan is not required to pay more with respect to Covered Conduct than the amounts owed by Xxxxxxx Allergan under this Settlement Agreement. e. In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph (c), that Releasor and Xxxxxxx Allergan may seek review by the National Arbitration Panel, provided that, if the parties Parties agree, such dispute may be heard by the state court where the relevant Consent Judgment was filed. The National Arbitration Panel shall have authority to require Releasors to implement a remedy that includes one or more of the actions specified in paragraph (c) sufficient to hold Released Entities fully harmless. In the event that the panel’s actions do not result in Released Entities being held fully harmless, Xxxxxxx Allergan shall have a claim Claim for breach of this Settlement Agreement by Releasors, with the remedy being payment of sufficient funds to hold Xxxxxxx Allergan harmless from the Claim-Claim Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Xxxxxxx Allergan may have.

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.3III.B.2, or any Releasor files a Non-Party Covered Conduct Claim against a nonNon-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.3III.B.3, and such Non-Released Entity asserts a Claim-Over against a Released Entity, that Releasor and Xxxxxxx Allergan 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 XxxxxxxAllergan: x. Xxxxxxx a. Allergan 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; x. Xxxxxxx b. Allergan 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 Xxxxxxx Allergan under this Settlement Agreement; c. That Releasor and Xxxxxxx Allergan shall take steps sufficient and permissible under the applicable 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 Xxxxxxx Allergan under this Settlement Agreement. Such steps may include, where permissible: (1) i. Filing of motions to dismiss or such other appropriate motion by Xxxxxxx Allergan or Released Entities, and supported by Releasors, in response to any claim filed in litigation or arbitration; (2) ii. 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) iii. Placement into escrow the Settlement Fund Escrow of funds paid by the Non-Released Entities such that those funds are available to satisfy the Claim-Over; (4) iv. Return of monies paid by Xxxxxxx to that Releasor Allergan under this Agreement to the Settlement Agreement Fund Escrow not yet distributed to Releasors to permit satisfaction of a judgment against or settlement with the Non-Released Entity to satisfy the Claim- Claim-Over; (5) v. Payment of monies to Xxxxxxx Allergan by that Releasor to ensure it is held harmless from such Claim-Over, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Released Entity; (6) vi. Credit to Xxxxxxx Allergan under this Settlement Agreement to reduce the overall amounts to be paid under the Settlement Agreement such that it is held harmless from the Claim-Over; and (7) vii. Such other actions as that Releasor and Xxxxxxx Allergan may devise to hold Xxxxxxx Allergan harmless from the Claim Over. d. The actions of that Releasor and Xxxxxxx Allergan taken pursuant to paragraph (c) must, in combination, ensure Xxxxxxx Allergan is not required to pay more with respect to Covered Conduct than the amounts owed by Xxxxxxx Allergan under this Settlement Agreement. e. In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph (c), that Releasor and Xxxxxxx Allergan may seek review by the National Arbitration Panel, provided that, if the parties agree, such dispute may be heard by the state court where the relevant Consent Judgment was filed. The National Arbitration Panel shall have authority to require Releasors to implement a remedy that includes one or more of the actions specified in paragraph (c) sufficient to hold Released Entities fully harmlessCourt. In the event that the panelCourt’s actions do not result in Released Entities being held fully harmless, Xxxxxxx Allergan shall have a claim for breach of this Settlement Agreement by Releasors, with the remedy being payment of sufficient funds to hold Xxxxxxx Allergan harmless from the Claim-Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Xxxxxxx Allergan may have.

Claim-Over. In the event that any Releasor obtains a judgment with respect to Non-Party Covered Conduct against a Non-Non- Released Entity that does not contain a prohibition like that in subsection IV.B.3Section II.B.3, or any Releasor files a Non-Non- Party Covered Conduct Claim against a non-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.3Section II.B.3, and such Non-Released Entity asserts a Claim-Claim- Over against a Released Entity, that then Releasor and Xxxxxxx Walgreens shall take the following actions to ensure that the Released Entities do not pay more with respect to Alleged Xxxxx and/or Covered Conduct to Releasors or to Non-Released Entities than the amounts owed under this Settlement Agreement by XxxxxxxWalgreens: x. Xxxxxxx a. Walgreens 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; x. Xxxxxxx b. Walgreens 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 Alleged Xxxxx and/or Covered Conduct than the amounts owed by Xxxxxxx Walgreens under this Settlement Agreement; c. That Releasor and Xxxxxxx Walgreens shall take steps sufficient and permissible under the applicable 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 Alleged Xxxxx and/or Covered Conduct than the amounts owed by Xxxxxxx Walgreens under this Settlement Agreement. Such steps may include, where permissible: (1) Filing of motions to dismiss or such other appropriate motion by Xxxxxxx Walgreens 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 the Settlement Fund 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 Xxxxxxx to that Releasor Walgreens under this Agreement to the Settlement Agreement Fund Escrow not yet distributed to Releasors to permit satisfaction of a judgment against or settlement with the Non-Non- Released Entity to satisfy the Claim- Claim-Over; (5) Payment of monies to Xxxxxxx Walgreens by that Releasor to ensure it is held harmless from such Claim-Over, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Released Entity; (6) Credit to Xxxxxxx Walgreens under this Settlement Agreement to reduce the overall amounts to be paid under the Settlement Agreement such that it is held harmless from the Claim-Over; and (7) Such other actions as that Releasor and Xxxxxxx Walgreens may devise to hold Xxxxxxx Walgreens harmless from the Claim Claim-Over. d. The actions of that Releasor and Xxxxxxx Walgreens taken pursuant to paragraph (c) must, in combination, ensure Xxxxxxx Walgreens is not required to pay more with respect to Alleged Xxxxx and/or Covered Conduct than the amounts owed by Xxxxxxx Walgreens under this Settlement Agreement. e. In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph (c), that Releasor and Xxxxxxx Walgreens may seek review by the National Arbitration Panel, provided that, if the parties agree, such dispute may be heard by the state court where the relevant Consent Judgment was filed. The National Arbitration Panel shall have authority to require Releasors to implement a remedy that includes one or more of the actions specified in paragraph (c) sufficient to hold Released Entities fully harmlessCourt. In the event that the panelCourt’s actions do not result in Released Entities being held fully harmless, Xxxxxxx Walgreens shall have a claim for breach of this Settlement Agreement by Releasors, with the remedy being payment of sufficient funds to hold Xxxxxxx Walgreens harmless from the Claim-Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Xxxxxxx Walgreens may have.

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.3Section II.B.3, or any Releasor files a Non-Non- Party Covered Conduct Claim against a non-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.3Section II.B.3, and such Non-Released Entity asserts a Claim-Over against a Released Entity, that then Releasor and Xxxxxxx CVS shall take the following actions to ensure that the Released Entities do not pay more with respect to Alleged Xxxxx and/or Covered Conduct to Releasors or to Non-Released Entities than the amounts owed under this Settlement Agreement by XxxxxxxCVS: x. Xxxxxxx a. CVS 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; x. Xxxxxxx b. CVS 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 Alleged Xxxxx and/or Covered Conduct than the amounts owed by Xxxxxxx CVS under this Settlement Agreement; c. That Releasor and Xxxxxxx CVS shall take steps sufficient and permissible under the applicable 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 Alleged Xxxxx and/or Covered Conduct than the amounts owed by Xxxxxxx CVS under this Settlement Agreement. Such steps may include, where permissible: (1) Filing of motions to dismiss or such other appropriate motion by Xxxxxxx CVS 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 the Settlement Fund 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 Xxxxxxx to that Releasor CVS under this Agreement to the Settlement Agreement Fund Escrow not yet distributed to Releasors to permit satisfaction of a judgment against or settlement with the Non-Released Entity to satisfy the Claim- Claim-Over; (5) Payment of monies to Xxxxxxx CVS by that Releasor to ensure it is held harmless from such Claim-Over, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Released Entity; (6) Credit to Xxxxxxx CVS under this Settlement Agreement to reduce the overall amounts to be paid under the Settlement Agreement such that it is held harmless from the Claim-Over; and (7) Such other actions as that Releasor and Xxxxxxx CVS may devise to hold Xxxxxxx CVS harmless from the Claim Claim-Over. d. The actions of that Releasor and Xxxxxxx CVS taken pursuant to paragraph (c) must, in combination, ensure Xxxxxxx CVS is not required to pay more with respect to Alleged Xxxxx and/or Covered Conduct than the amounts owed by Xxxxxxx CVS under this Settlement Agreement. e. In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph (c), that Releasor and Xxxxxxx CVS may seek review by the National Arbitration Panel, provided that, if the parties agree, such dispute may be heard by the state court where the relevant Consent Judgment was filed. The National Arbitration Panel shall have authority to require Releasors to implement a remedy that includes one or more of the actions specified in paragraph (c) sufficient to hold Released Entities fully harmlessCourt. In the event that the panelCourt’s actions do not result in Released Entities being held fully harmless, Xxxxxxx CVS shall have a claim for breach of this Settlement Agreement by Releasors, with the remedy being payment of sufficient funds to hold Xxxxxxx CVS harmless from the Claim-Claim- Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Xxxxxxx CVS may have.

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.3V.B.3, or any Releasor files a Non-Party Covered Conduct Claim against a nonNon-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.3V.B.3, and such Non-Released Entity asserts a Claim-Claim Over against a Released Entity, that Releasor and Xxxxxxx Teva 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 XxxxxxxTeva: x. Xxxxxxx a. Teva 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; x. Xxxxxxx b. Teva 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 Xxxxxxx Teva under this Settlement Agreement; c. That Releasor and Xxxxxxx Teva 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 Xxxxxxx Teva under this Settlement Agreement. Such steps may include, where permissible: (1i) Filing of motions to dismiss or such other appropriate motion by Xxxxxxx Teva or Released Entities, and supported by Releasors, in response to any claim Claim filed in litigation or arbitration; (2ii) 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; (3iii) Placement into escrow of funds paid by the Non-Released Entities such that those funds are available to satisfy the Claim-Over; (4iv) Return of monies paid by Xxxxxxx Teva 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- Claim-Over;; Table of Contents (5v) Payment of monies to Xxxxxxx Teva by that Releasor to ensure it is held harmless from such Claim-Over, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Released Entity; (6vi) Credit to Xxxxxxx Teva under this Settlement Agreement to reduce the overall amounts to be paid under the Settlement Agreement such that it is held harmless from the Claim-Over; and (7vii) Such other actions as that Releasor and Xxxxxxx Teva may devise to hold Xxxxxxx Teva harmless from the Claim Over. d. The actions of that Releasor and Xxxxxxx Teva taken pursuant to paragraph (c) must, in combination, ensure Xxxxxxx Teva is not required to pay more with respect to Covered Conduct than the amounts owed by Xxxxxxx Teva under this Settlement Agreement. e. In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph (c), that Releasor and Xxxxxxx Teva may seek review by the National Arbitration Panel, provided that, if the parties Parties agree, such dispute may be heard by the state court Court where the relevant Consent Judgment was filed. The National Arbitration Panel shall have authority to require Releasors to implement a remedy that includes one or more of the actions specified in paragraph (c) sufficient to hold Released Entities fully harmless. In the event that the panel’s actions do not result in Released Entities being held fully harmless, Xxxxxxx Teva shall have a claim Claim for breach of this Settlement Agreement by Releasors, with the remedy being payment of sufficient funds to hold Xxxxxxx Teva harmless from the Claim-Claim Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Xxxxxxx Teva may have.

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.3II.B.3, or any Releasor files a Non-Party Covered Conduct Claim against a non-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.3II.B.3, and such Non-Released Entity asserts a Claim-Over against a Released Entity, that Releasor and Xxxxxxx 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 Xxxxxxx: x. Xxxxxxx 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; x. Xxxxxxx 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 Xxxxxxx under this Settlement Agreement; c. That Releasor and Xxxxxxx shall take steps sufficient and permissible under the applicable 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 Xxxxxxx under this Settlement Agreement. Such steps may include, where permissible: (1) Filing of motions to dismiss or such other appropriate motion by Xxxxxxx 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 the Settlement Fund 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 Xxxxxxx to that Releasor under this Agreement to the Settlement Agreement Fund Escrow not yet distributed to Releasors to permit satisfaction of a judgment against or settlement with the Non-Released Entity to satisfy the Claim- Claim-Over; (5) Payment of monies to Xxxxxxx by that Releasor to ensure it is held harmless from such Claim-Over, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Released Entity; (6) Credit to Xxxxxxx under this Settlement Agreement to reduce the overall amounts to be paid under the Settlement Agreement such that it is held harmless from the Claim-Over; and (7) Such other actions as that Releasor and Xxxxxxx may devise to hold Xxxxxxx harmless from the Claim Over. d. The actions of that Releasor and Xxxxxxx taken pursuant to paragraph (c) must, in combination, ensure Xxxxxxx is not required to pay more with respect to Covered Conduct than the amounts owed by Xxxxxxx under this Settlement Agreement. e. In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph (c), that Releasor and Xxxxxxx may seek review by the National Arbitration Panel, provided that, if the parties agree, such dispute may be heard by the state court where the relevant Consent Judgment was filed. The National Arbitration Panel shall have authority to require Releasors to implement a remedy that includes one or more of the actions specified in paragraph (c) sufficient to hold Released Entities fully harmlessCourt. In the event that the panelCourt’s actions do not result in Released Entities being held fully harmless, Xxxxxxx shall have a claim for breach of this Settlement Agreement by Releasors, with the remedy being payment of sufficient funds to hold Xxxxxxx harmless from the Claim-Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Xxxxxxx may have.