Common use of Later Litigating Subdivisions Clause in Contracts

Later Litigating Subdivisions. 1. If a Later Litigating Subdivision in a Settling State with a population above 10,000 brings a lawsuit or other legal proceeding against Released Entities asserting Released Claims, Xxxxxxx shall, within thirty (30) days of the lawsuit or other legal proceeding being served on Xxxxxxx, provide notice of the lawsuit or other legal proceeding to the Settlement Fund Administrator and the Settling State in which the Later Litigating Subdivision sits and provide the Settling State an opportunity to intervene in the lawsuit or other legal proceeding. A Released Entity shall not enter into a settlement with a Later Litigating Subdivision unless the State in which the Later Litigating Subdivision sits consents to such a settlement or unreasonably withholds consent to such a settlement. 2. If no Participation Tier applies and the Later Litigating Subdivision’s lawsuit or other legal proceeding survives a Threshold Motion before Xxxxxxx makes its last settlement payment to the Settling State, the following shall apply: x. Xxxxxxx will, from the date of the entry of the order denying the Threshold Motion and so long as the lawsuit or other legal proceeding is pending, be entitled to a suspension of the following payments it would otherwise owe the Settling State in which the Later Litigating Subdivision is located: (1) all remaining incentive payments to the relevant state; and (2) the last two scheduled base payments, if not already paid (the “Suspended Payments”). b. For each Payment Year that Xxxxxxx is entitled to a suspension of payments, the Settlement Fund Administrator shall calculate the Suspended Payments applicable to the next Payment due from Xxxxxxx. The Suspended Payments shall be paid into the Settlement Fund Escrow account. 3. If a Participation Tier applies at the time the Threshold Motion is denied, Xxxxxxx will be entitled to a suspension of the following percentages of Suspended Payments depending on the applicable Tier—75% for Tier 1, 50% for Tier 2, 35% for Tier 3, and 25% for Tier 4. Otherwise, the requirements of subsection IX.A.2 apply. 4. If the Released Claim is resolved with finality without requirement of payment by a Released Entity, the placement of any remaining balance of the Suspended Payments into the Settlement Fund Escrow shall cease and the Settlement Fund Administrator shall immediately transfer amounts in the Settlement Fund Escrow on account of the suspension to the Settling State at issue and its Participating Subdivisions listed on Exhibit G. The lawsuit will not cause further suspensions unless the Released Claim is reinstated upon further review, legislative action, or otherwise. 5. If the Released Claim is resolved with finality on terms requiring payment by a Released Entity (e.g., if the lawsuit in which the Released Claim is asserted results in a judgment against Xxxxxxx or a settlement with Xxxxxxx), the Settlement Fund Administrator will transfer the amounts in the Settlement Fund Escrow on account of the suspension to Xxxxxxx necessary to satisfy 75% of the payment obligation of the Released Entity to the relevant Later Litigating Subdivision. The Settlement Fund Administrator shall immediately transfer any remaining balance in the Settlement Fund Escrow on account of the suspension to the Settling State at issue and its Participating Subdivisions listed on Exhibit G. If the amount to be transferred to Xxxxxxx exceeds the amounts in the Settlement Fund Escrow on account of the suspension, Xxxxxxx shall receive a dollar-for-dollar offset for the excess amount against its obligation to pay any remaining payments that would be apportioned to the Settling State at issue and to its Participating Subdivisions listed on Exhibit G.

Later Litigating Subdivisions. 1A. Released Claims against Released Entities. If Subject to Section X.B, the following shall apply in the event that a Later Litigating Subdivision in a Settling State with a population above 10,000 brings maintains a lawsuit or other legal proceeding for a Released Claim against a Released Entities asserting Entity after the Effective Date: 1. The Released ClaimsEntity shall take ordinary and reasonable measures to defend the action, Xxxxxxx shall, within thirty (30) days of the lawsuit or other legal proceeding being served on Xxxxxxx, provide notice of the lawsuit or other legal proceeding including filing a Threshold Motion with respect to the Released Claim. The Released Entity shall further notify the State of Rhode Island and the Rhode Island Qualified Settlement Fund Administrator and the Settling State in which the Later Litigating Subdivision sits and provide the Settling State an opportunity to intervene in the lawsuit or other legal proceeding. A Released Entity shall not enter into a settlement with immediately upon notice of a Later Litigating Subdivision unless bringing a lawsuit for a Released Claim, and shall not oppose the State of Rhode Island’s submission in which support of the Later Litigating Subdivision sits consents to such a settlement or unreasonably withholds consent to such a settlementThreshold Motion. 2. If no Participation Tier applies and the Later Litigating Subdivision’s lawsuit or other legal proceeding survives a Threshold Motion before Xxxxxxx makes its last settlement payment to the Settling State, the following shall apply: x. Xxxxxxx will, from the date The provisions of the entry of the order denying the Threshold Motion and so long as the lawsuit or other legal proceeding is pending, be entitled to a suspension of the following payments it would otherwise owe the Settling State in which this Section X.A.2 apply if the Later Litigating Subdivision is located: a Primary Subdivision (1) all remaining incentive payments to except as provided in Section X.A.2.f): a. If a lawsuit including a Released Claim survives until the relevant state; and (2) the last two scheduled base payments, if not already paid (the “Suspended Payments”). b. For each Payment Year Suspension Deadline for that Xxxxxxx is entitled to a suspension of paymentslawsuit, the Rhode Island Qualified Settlement Fund Administrator shall calculate the Suspended Payments Suspension Amount applicable to the next Payment due from Xxxxxxxthe Settling Distributor(s) at issue and apportioned to the State of Rhode Island and the Participating Subdivisions; provided, however, that the Suspension Amount for a Payment Year cannot exceed the Suspension Cap. The Suspended Payments Suspension Amount shall be paid into the Rhode Island Qualified Settlement Fund Escrow account. If the Suspension Amount exceeds the Suspension Cap for that Payment Year, then the remaining amount will be paid into the Rhode Island Qualified Settlement Fund Escrow in the following Payment Year, subject to the Suspension Cap, and so forth in each succeeding Payment Year until the entire Suspension Amount has been paid into the Rhode Island Qualified Settlement Fund Escrow or the Released Claim is resolved, as provided below, whichever comes first. A suspension does not apply during the pendency of any appeal dismissing the lawsuit for a Released Claim in whole. 3. If a Participation Tier applies at the time the Threshold Motion is denied, Xxxxxxx will be entitled to a suspension of the following percentages of Suspended Payments depending on the applicable Tier—75% for Tier 1, 50% for Tier 2, 35% for Tier 3, and 25% for Tier 4. Otherwise, the requirements of subsection IX.A.2 apply. 4. b. If the Released Claim is resolved with finality without requirement of payment by a the Released Entity, the placement of any remaining balance of the Suspended Payments Suspension Amount into the Rhode Island Qualified Settlement Fund Escrow shall cease and the Rhode Island Qualified Settlement Fund Administrator shall immediately transfer amounts in the Rhode Island Qualified Settlement Fund Escrow on account of the suspension to the Settling State at issue of Rhode Island and its the Participating Subdivisions listed on Exhibit G. Subdivisions. The lawsuit will not cause further suspensions unless the Released Claim is reinstated upon further review, legislative action, or otherwise. 5. c. If the Released Claim is resolved with finality on terms requiring payment by a Released Entity (e.g., if the lawsuit in which the Released Claim is asserted results in a judgment against Xxxxxxx or a settlement with Xxxxxxx)Entity, the Rhode Island Qualified Settlement Fund Administrator will transfer the amounts in the Rhode Island Qualified Settlement Fund Escrow on account of the suspension to Xxxxxxx the Settling Distributor(s) at issue necessary to satisfy 75% of the payment obligation of the Released Entity to the relevant Later Litigating Subdivision. The Settlement Fund Administrator shall immediately transfer If any remaining balance remains in the Rhode Island Qualified Settlement Fund Escrow on account of the suspension after transfer of the amount necessary to satisfy the payment obligation, the Rhode Island Qualified Settlement Fund Administrator will immediately transfer the balance to the Settling State at issue of Rhode Island and its the Participating Subdivisions listed on Exhibit G. Subdivisions. If the amount payment obligation of the Released Entity to be transferred to Xxxxxxx the relevant Later Litigating Subdivision exceeds the amounts in the Rhode Island Qualified Settlement Fund Escrow on account of the suspension, Xxxxxxx the Settling Distributor at issue shall receive a dollar-for-dollar offset offset, subject to the yearly Offset Cap, for the excess amount against its obligation to pay any remaining payments its allocable share of Annual Payments that would be apportioned to the State of Rhode Island and to the Participating Subdivisions. The offset shall be applied as follows: first against the Settling Distributor’s allocable share of the Annual Payment due in Payment Year 18, up to the Offset Cap for that Payment Year, with any remaining amounts above the Offset Cap applied against the Settling Distributor’s allocable share of the Annual Payment due in Payment Year 17, up to the Offset Cap for that Payment Year, and so forth for each preceding Payment Year until the entire amount to be offset has been applied or no future Payment Years remain. d. If the lawsuit asserting a Released Claim is resolved with finality on terms requiring payment by the Released Entity, and the Released Claim did not give rise to a suspension of Annual Payments (e.g., because it was resolved during Payment Years 1 or 2, during which the State of Rhode Island is deemed eligible for Incentive Payment A and thus no suspension of payments took place, as provided by Section X.B), the Settling Distributor at issue shall receive a dollar- for-dollar offset, subject to the yearly Offset Cap, for the amount paid. The offset shall be applied against the relevant Settling Distributor’s allocable portion of the Annual Payments starting in Payment Year 18 and working backwards as set forth in Section X.A.2.c. If the lawsuit for a Released Claim is otherwise resolved by the Released Entity, without the Settling Distributor filing a Threshold Motion despite an opportunity to do so, and the Released Claim did not give rise to a suspension of any Settling Distributor’s portion of any Annual Payments, the Settling Distributor at issue shall not receive any offset for the amount paid. e. If more than one Primary Subdivision becomes a Later Litigating Subdivision, a single Suspension Cap applies and the total amounts deducted from the State of Rhode Island’s Annual Payment in a given Payment Year cannot exceed the Suspension Cap. For the avoidance of doubt, an individual Primary Subdivision shall not trigger more than one suspension regardless if it (or any of its officials) is named as multiple plaintiffs in the same lawsuit. f. This Section X.A.2 shall not apply with respect to a Primary Subdivision that is either (i) a Later Litigating Subdivision under clause (3) of the definition of that term solely because a legislative Bar or legislative Case-Specific Resolution applicable as of the Effective Date is invalidated by judicial decision after the Effective Date, or (ii) a Later Litigating Subdivision under clause (4) of the definition of that term. Such a Primary Subdivision shall be treated as a General Purpose Government under Section X.A.3. 3. The terms of this Section X.A.3 apply if a Later Litigating Subdivision is not a Primary Subdivision (except for Primary Subdivisions referenced in Section X.A.2.f) but is a General Purpose Government, School District, Health District or Hospital District: if the Released Claim is resolved with finality on terms requiring payment by the Released Entity, the Settling Distributor at issue shall receive a dollar-for-dollar offset, subject to the yearly Offset Cap, for the amount paid against its portion of the obligation to make Annual Payments that would be apportioned to the State of Rhode Island and to its the Participating Subdivisions listed Subdivisions. The offset shall be applied as follows: first against the relevant Settling Distributor’s allocable share of the Annual Payment due in Payment Year 18, up to the Offset Cap for that Payment Year, with any remaining amounts above the Offset Cap applied against the Payment due in Payment Year 17, up to the Offset Cap for that Payment Year, and so forth for each preceding Payment Year until the entire amount to be offset has been applied or no future Payment Year remains. If the Released Claim is resolved on Exhibit G.terms requiring payment during the first two (2) Payment Years, in no case will any amounts be offset against the amounts due in Payment Years 1 and 2. 4. In no event shall the total of Suspension Amounts and offsets pursuant to this Section X applicable to the State of Rhode Island in a Payment Year for that Payment Year exceed the Offset Cap for the State of Rhode Island. If, in a Payment Year, the total of Suspension Amounts and offsets applicable to the State of Rhode Island exceeds the Offset Cap, the Suspension Amounts shall be reduced so that the total of Suspension Amounts and offsets equals the Offset Cap. 5. For the avoidance of doubt, any offset pursuant to this Section X that is not eligible for Incentive Payment A shall continue to apply even if the State of Rhode Island subsequently becomes eligible for Incentive Payment A.

Later Litigating Subdivisions. 1. If a Later Litigating Subdivision in a Settling State with a population above 10,000 brings a lawsuit or other legal proceeding against Released Entities asserting Released Claims, Xxxxxxx shall, within thirty (30) days of the lawsuit or other legal proceeding being served on XxxxxxxJanssen, provide notice of the lawsuit or other legal proceeding to the Settlement Fund Administrator and the Settling State in which the Later Litigating Subdivision sits and provide the Settling State an opportunity to intervene in the lawsuit or other legal proceeding. A Released Entity shall not enter into a settlement with a Later Litigating Subdivision unless the State in which the Later Litigating Subdivision sits consents to such a settlement or unreasonably withholds consent to such a settlement. 2. If no Participation Tier applies and the Later Litigating Subdivision’s lawsuit or other legal proceeding survives a Threshold Motion before Xxxxxxx makes its last settlement payment to the Settling State, the following shall apply: x. Xxxxxxx will, from the date of the entry of the order denying the Threshold Motion and so long as the lawsuit or other legal proceeding is pending, be entitled to a suspension of the following payments it would otherwise owe the Settling State in which the Later Litigating Subdivision is located: (1) all remaining incentive payments to the relevant state; and (2) the last two scheduled base payments, if not already paid (the “Suspended Payments”). b. For each Payment Year that Xxxxxxx is entitled to a suspension of payments, the Settlement Fund Administrator shall calculate the Suspended Payments applicable to the next Payment due from Xxxxxxx. The Suspended Payments shall be paid into the Settlement Fund Escrow account. 3. If a Participation Tier applies at the time the Threshold Motion is denied, Xxxxxxx will be entitled to a suspension of the following percentages of Suspended Payments depending on the applicable Tier—75% for Tier 1, 50% for Tier 2, 35% for Tier 3, and 25% for Tier 4. Otherwise, the requirements of subsection IX.A.2 apply. 4. If the Released Claim is resolved with finality without requirement of payment by a Released Entity, the placement of any remaining balance of the Suspended Payments into the Settlement Fund Escrow shall cease and the Settlement Fund Administrator shall immediately transfer amounts in the Settlement Fund Escrow on account of the suspension to the Settling State at issue and its Participating Subdivisions listed on Exhibit G. The lawsuit will not cause further suspensions unless the Released Claim is reinstated upon further review, legislative action, or otherwise. 5. If the Released Claim is resolved with finality on terms requiring payment by a Released Entity (e.g., if the lawsuit in which the Released Claim is asserted results in a judgment against Xxxxxxx or a settlement with Xxxxxxx), the Settlement Fund Administrator will transfer the amounts in the Settlement Fund Escrow on account of the suspension to Xxxxxxx necessary to satisfy 75% of the payment obligation of the Released Entity to the relevant Later Litigating Subdivision. The Settlement Fund Administrator shall immediately transfer any remaining balance in the Settlement Fund Escrow on account of the suspension to the Settling State at issue and its Participating Subdivisions listed on Exhibit G. If the amount to be transferred to Xxxxxxx exceeds the amounts in the Settlement Fund Escrow on account of the suspension, Xxxxxxx shall receive a dollar-for-dollar offset for the excess amount against its obligation to pay any remaining payments that would be apportioned to the Settling State at issue and to its Participating Subdivisions listed on Exhibit G.

Later Litigating Subdivisions. 1. If a Later Litigating Subdivision in a Settling State with a population above 10,000 brings a lawsuit or other legal proceeding against Released Entities asserting Released Claims, Xxxxxxx shall, within thirty (30) days of the lawsuit or other legal proceeding being served on XxxxxxxJanssen, provide notice of the lawsuit or other legal proceeding to the Settlement Fund Administrator and the Settling State in which the Later Litigating Subdivision sits and provide the Settling State an opportunity to intervene in the lawsuit or other legal proceeding. A Released Entity shall not enter into a settlement with a Later Litigating Subdivision unless the State in which the Later Litigating Subdivision sits consents to such a settlement or unreasonably withholds consent to such a settlement. 2. If no Participation Tier applies and the Later Litigating Subdivision’s lawsuit or other legal proceeding survives a Threshold Motion before Xxxxxxx makes its last settlement payment to the Settling State, the following shall apply: x. Xxxxxxx will, from the date of the entry of the order denying the Threshold Motion and so long as the lawsuit or other legal proceeding is pending, be entitled to a suspension of the following payments it would otherwise owe the Settling State in which the Later Litigating Subdivision is located: (1) all remaining incentive payments to the relevant state; and (2) the last two scheduled base payments, if not already paid (the “Suspended Payments”). b. For each Payment Year that Xxxxxxx is entitled to a suspension of payments, the Settlement Fund Administrator shall calculate the Suspended Payments applicable to the next Payment due from XxxxxxxJanssen. The Suspended Payments shall be paid into the Settlement Fund Escrow account. 3. If a Participation Tier applies at the time the Threshold Motion is denied, Xxxxxxx will be entitled to a suspension of the following percentages of Suspended Payments depending on the applicable Tier—75% for Tier 1, 50% for Tier 2, 35% for Tier 3, and 25% for Tier 4. Otherwise, the requirements of subsection IX.A.2 apply. 4. If the Released Claim is resolved with finality without requirement of payment by a Released Entity, the placement of any remaining balance of the Suspended Payments into the Settlement Fund Escrow shall cease and the Settlement Fund Administrator shall immediately transfer amounts in the Settlement Fund Escrow on account of the suspension to the Settling State at issue and its Participating Subdivisions listed on Exhibit G. The lawsuit will not cause further suspensions unless the Released Claim is reinstated upon further review, legislative action, or otherwise. 5. If the Released Claim is resolved with finality on terms requiring payment by a Released Entity (e.g., if the lawsuit in which the Released Claim is asserted results in a judgment against Xxxxxxx or a settlement with Xxxxxxx), the Settlement Fund Administrator will transfer the amounts in the Settlement Fund Escrow on account of the suspension to Xxxxxxx necessary to satisfy 75% of the payment obligation of the Released Entity to the relevant Later Litigating Subdivision. The Settlement Fund Administrator shall immediately transfer any remaining balance in the Settlement Fund Escrow on account of the suspension to the Settling State at issue and its Participating Subdivisions listed on Exhibit G. If the amount to be transferred to Xxxxxxx exceeds the amounts in the Settlement Fund Escrow on account of the suspension, Xxxxxxx shall receive a dollar-for-dollar offset for the excess amount against its obligation to pay any remaining payments that would be apportioned to the Settling State at issue and to its Participating Subdivisions listed on Exhibit G.