Common use of General Release - Claims Extinguished Clause in Contracts

General Release - Claims Extinguished. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Upon the Effective Date, Settling Plaintiffs and each member of the Settlement Class also hereby expressly waives and releases any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code. Settling Plaintiffs and each member of the Settlement Class may hereafter discover facts other than or different from those that it knows or believes to be true with respect to the claims that are the subject of this Paragraph, but Settling Plaintiffs and each member of the Settlement Class hereby agrees that as of the Effective Date, it expressly waives and fully, finally, and forever settles and releases as to the Releasees all known or unknown, suspected or unsuspected, accrued or unaccrued, contingent or non-contingent claim that would otherwise fall within the definition of Released Claims, whether or not concealed or hidden, without regard to the subsequent discovery or existence of such different or additional facts. For the avoidance of doubt, Settling Plaintiffs and each member of the Settlement Class also hereby agrees that as of the Effective Date, it expressly waives and fully, finally, and forever settles and releases any and all claims that would otherwise fall within the definition of Released Claims it may have against any of the Releasees under § 17200, et seq., of the California Business and Professions Code or any similar, comparable, or equivalent provision of the law of any other state or territory of the United States or other jurisdiction, which claims are hereby expressly incorporated into the definition of Released Claims.

General Release - Claims Extinguished. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASEgeneral release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORwhich if known by him or her must have materially affected his or her settlement with the debtor. Upon the Effective Date, Settling Plaintiffs and each member Each of the Settlement Class also hereby expressly waives and releases any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code. Settling Plaintiffs and each member of the Settlement Class may hereafter discover facts other than or different from those that which it knows or believes to be true with respect to the claims that Claims which are the subject matter of this ParagraphParagraph 5, but Settling Plaintiffs and each member of the Settlement Class States hereby agrees that as of the Effective Date, it expressly waives and fully, finally, finally and forever settles and releases as to the Releasees all any known or unknown, suspected or unsuspected, accrued or unaccrued, contingent or non-contingent claim Claim that would otherwise fall within the definition of Released Claims, whether or not concealed or hidden, without regard to the subsequent discovery or existence of such different or additional facts. 7. For Released Claims shall not include claims arising in the avoidance ordinary course of doubtbusiness between the Releasing Parties and the Released Parties concerning product liability, Settling Plaintiffs breach of warranty, breach of contract (other than breach of contract based in whole or in part on the Conduct) or bodily injury. Released Claims also shall not include (a) claims of criminal liability; and each member (b) claims involving: “best price,” “direct price,” “average wholesale price” or “wholesale acquisition cost” reporting practices; federal Medicaid drug rebate statute violations; FDA marketing violations; Medicaid fraud or abuse; and/or kickback violations related to any State’s Medicaid program. 8. Each of the States represents and warrants that it has not assigned or transferred to any person or entity any right to recover for any Claim that otherwise would be a Released Claim. 9. The States and their counsel shall look solely to the Settlement Class also hereby agrees that as Funds for settlement and satisfaction against the Released Parties of all Released Claims, including without limitation any costs, fees or expenses of any of the Effective DateStates or their attorneys, it expressly waives experts, advisors, agents and fullyrepresentatives, finallyincluding with respect to the Lawsuit and to the performance of their obligations under this Agreement. 10. It is further understood and agreed that this Agreement is made in compromise and settlement of claims made and denied, and forever settles that nothing in this Agreement, and releases no action taken pursuant to it, should be construed as an admission or concession by the Defendants, or a finding by any court, (i) of a violation of any statute, regulation, or other legal requirement or of any liability under any theory of recovery at law or in equity; or (ii) regarding the strengths or merits of any claim previously alleged or which could have been alleged in the Lawsuit. This Agreement and any and all claims that would otherwise fall within negotiations, documents and discussions associated with it (including but not limited to any injunction entered in the definition Lawsuit pursuant to his Agreement) shall not be construed as or deemed to be evidence of Released Claims it may have against any admission of liability or wrongdoing on the part of Defendants, or of the truth of any of the Releasees under § 17200claims or allegations contained in any complaint or any other pleading or document, et seqand evidence thereof shall not be offered or accepted as evidence of such in any litigation, arbitration, or other proceeding, and shall have no precedential value; provided, however, that nothing contained herein shall preclude use of this Agreement in any proceeding to enforce this Agreement. 11. This Agreement shall be binding upon, and inure to the benefit of the California Business parties hereto and Professions Code or any similartheir predecessors, comparablesuccessors and assigns. 12. This Agreement contains the entire, or equivalent complete, and integrated statement of each and every term and provision of the settlement between the States and Defendants. This Agreement may not be modified in any respect except by a writing executed by duly authorized representatives of all the parties hereto or by counsel on their behalf. All terms of this Agreement shall be governed by and interpreted according to the law of any other state or territory the State of Delaware, without regard to its conflict of law provisions. 13. Defendants and the States hereby irrevocably submit to the jurisdiction of the United States District Court for the District of Delaware for any suit, action, proceeding or dispute arising out of or relating to this Agreement or the applicability of this Agreement, except that this shall not prohibit the assertion and enforcement of this Agreement as a defense to a claim in the forum in which such claim is brought. 14. The undersigned counsel for the States warrant that all of the States listed herein are parties to this Agreement even if one or more of them is mistakenly identified in this Agreement by an incorrect name (for example, if the “Commonwealth of Pennsylvania” were actually the “State of Pennsylvania”). 15. Each of the parties hereto participated materially in the drafting of this Agreement. None of the parties hereto shall be considered the drafter of this Agreement or any provision hereof for the purpose of any statute, case law or rule of interpretation or construction that would or might cause any provision to be construed against the drafter thereof. 16. The complaint and claims in the Lawsuit shall be dismissed with prejudice (each party to bear its own costs and attorney’s fees except as otherwise expressly provided herein) upon entry by the court in which the Lawsuit is pending of the Stipulated Injunction and Order in the form specified in Exhibit A hereto. 17. Notice to Defendants pursuant to this Agreement shall be sent by United States mail and either facsimile or electronic mail to the following, or such other persons as Defendants subsequently specify: Xxxxxxx X. Xxxxxxxxxx Xxxxxx X. Senator Xxxxxx, Xxxxxx & Xxxxx LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, XX 00000 (For Xxxxxx Laboratories) Xxxxx X. Xxxxxx Xxxxxx & Xxxxxx LLP 000 Xxxxxxx Xxxxxx, XX Xxxxxxxxxx, XX 00000-0000 (For Xxxxxxxx Industrie et Sante and Laboratoires Xxxxxxxx X.X.) Notice to any of the States pursuant to this Agreement shall be sent by United States mail and either facsimile or electronic mail to the following State Liaison Counsel, the Attorney General of the relevant State (with copies to State Liaison Counsel), or such other persons as the States subsequently specify: Xxxxxxxxx X. Xxxxxx Assistant Attorney General Office of the Attorney General PL-01, The Capitol Xxxxxxxxxxx, XX 00000-0000 Xxxx Xxxx Assistant Attorney General and Deputy Chief Office of the Attorney General 000 Xx. Xxxx Xxxxx Baltimore, MD 21202 Xxxxxx Xxxxxxx Deputy Attorney General Office of the Attorney General 000 X. Xxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Xxxxxx Xxxxxxxx Assistant Attorney General Office of the Attorney General 000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Xxxx Xxxxxxxxx Assistant Attorney General/Antitrust Counsel Office of the Attorney General XX Xxx 000 Xxxxxxxxx Xxxx, XX 00000 18. This Agreement may be pleaded as a full and complete defense to any action, suit or other jurisdictionproceeding that has been or may be instituted, which claims are hereby expressly incorporated into prosecuted or attempted with respect to any of the definition of Released Claims. The parties agree that for any such proceeding, any court of competent jurisdiction may enter an injunction restraining prosecution of such proceeding. The parties further agree that this Agreement may be pleaded as necessary for the purpose of enforcing the Agreement. 19. In the event any one or more of the provisions of this Agreement shall for any reason be held to be illegal, invalid or unenforceable in any respect, such illegality, invalidity or unenforceability shall not affect any other provision if Defendants’ and the States’ counsel mutually agree to proceed as if such illegal, invalid or unenforceable provision had never been Case 1:08-cv-00155-SLR Document 244-1 Filed 01/07/10 Page 9 of 33 Xxxxxx Xxxxxxx Deputy Attorney General 000 X. Xxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Phone: (000) 000-0000 STATE OF CONNECTICUT XXXXXXX XXXXXXXXXX Attorney General Xxxx X. Xxxxxx Assistant Attorney General 00 Xxx Xxxxxx Xxxxxxxx, XX 00000 Phone: (000) 000-0000 DISTRICT OF COLUMBIA XXXXX X. XXXXXXX Attorney General Xxxxx X. Xxxxxxxxx Assistant Attorney General, Consumer & Trade Office of the Attorney General 000 0xx Xxxxxx XX, Xxxxx 0000 X Xxxxxxxxxx, XX 00000 (000)-000-0000 STATE OF IDAHO XXXXXXXX X. XXXXXX Attorney General Xxxxx X. XxXxxxx Deputy Attorney General Idaho Attorney General’s Office P. O. Xxx 00000 Xxxxx, Xxxxx 00000-0000 Telephone: (000) 000-0000 STATE OF IOWA XXXXXX X.XXXXXX Attorney General Xxxx X. Xxxxx Xxxxx X. Xxxxxxxx Assistant Attorney General Iowa Department of Justice Xxxxxx Office Building-Second Floor 0000 Xxxx Xxxxxx Xxxxxx Xxx Xxxxxx, Xxxx 00000 Phone: (000) 000-0000 STATE OF KANSAS XXXXX XXX Attorney General Xxxxxxx X. Xxxxxx Assistant Attorney General Xxxxxxx X. Xxxxxx Assistant Attorney General Kansas Office of the Attorney General 000 X.X. 00xx Xxxxxx, 0xx Xxxxx Xxxxxx, XX 00000-0000 Phone: (000) 000-0000 STATE OF MAINE XXXXX X. XXXXX Attorney General Xxxxxxxxx X. Xxxxxx Assistant Attorney General Maine Attorney General’s Xxxxxx 0 Xxxxx Xxxxx Xxxxxxx Xxxxxxx, XX 00000-0000 Phone: (000) 000-0000 STATE OF MARYLAND XXXXXXX X. XXXXXXX Attorney General Xxxxx X. Xxxxxx Assistant Attorney General Chief, Antitrust Division Xxxx X. Xxxx Assistant Attorney General Deputy Chief, Antitrust Division Xxxxxxxxx X. Xxxxxx Assistant Attorney General Office of the Attorney General Antitrust Division 000 Xx. Xxxx Xxxxx, 19th Floor Baltimore, MD 21202 (000)000-0000 COMMONWEALTH OF MASSACHUSETTS ATTORNEY GENERAL XXXXXX XXXXXXX Xxxxxxx X. Xxxxxxxxx Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Assistant Attorneys General Xxx Xxxxxxxxx Xxxxx Xxxxxx, XX 00000 Phone: (000) 000-0000 STATE OF MICHIGAN XXXX XXX Attorney General