Common use of Nature of Payment Clause in Contracts

Nature of Payment. 1. Walmart and the TLC acknowledge and agree that notwithstanding anything to the contrary in this Agreement, including, but not limited to, the scope of the Released Claims: a. Walmart has entered into this Agreement to avoid the delay, expense, inconvenience, and uncertainty of further litigation; b. Tribes sought restitution and remediation (within the meaning of 26 U.S.C. § 162(f)(2)(A)) as damages for the Alleged Xxxxx allegedly suffered by the Tribes; c. By executing the Tribal Participation Form, the Participating Tribes acknowledge that: (a) the Total Remediation Amount is no greater than the amount, in the aggregate, of the Alleged Xxxxx allegedly suffered by the Participating Tribes; and (b) the portion of the Total Remediation Amount received by each Participating Tribe is no greater than the amount of the Alleged Xxxxx allegedly suffered by such Participating Tribe; d. The payment of the Total Remediation Amount by Walmart constitutes, and is paid for, restitution and remediation (within the meaning of 26 U.S.C. § 162(f)(2)(A)) for alleged damage or harm (as compensation for alleged damage or harm arising out of alleged bodily injury) allegedly caused by Walmart; e. The Total Remediation Amount is being paid as restitution and remediation (within the meaning of 26 U.S.C. § 162(f)(2)(A)) in order to restore, in whole or in part, the Participating Tribes and persons to the same position or condition that they would be in had the Participating Tribes and person not suffered the Alleged Xxxxx and constitutes restitution and remediation for damage or harm allegedly caused by the potential violation of a law and/or is an amount paid to come into compliance with the law; f. For the avoidance of doubt: (a) no portion of the Total Remediation Amount represents reimbursement to any Participating Tribe, or other person or entity, for the costs of any investigation or litigation, including without limitation attorneys’ fees, (b) the entire Total Remediation Amount is properly characterized as described in Section IV.G.1.e, and (c) none of the amounts paid by Walmart under Section III constitutes disgorgement or is paid for or in place of any fine, penalty, punitive damages, or other punitive assessments; and g. The Muscogee (Creek) Nation, on behalf of all Participating Tribes (the “Form 1098-F Filer”) shall complete and file Form 1098-F with the Internal Revenue Service on or before February 28 (March 31 if filed electronically) of the year following the calendar year in which the Effective Date occurs. On the Form 1098-F, the Form 1098-F Filer shall identify the entire Total Remediation Amount as remediation/restitution. The Form 1098-F Filer shall also, on or before January 31 of the year following the calendar year in which the Effective Date occurs, furnish Copy B of such Form 1098-F (or an acceptable substitute statement) to Walmart. 2. Tax Reporting and Cooperation a. Each Participating Tribe shall cooperate in good faith with Walmart with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement. b. The Muscogee (Creek) Nation shall designate one of its officers or employees to act as the “appropriate official” within the meaning of Treasury Regulation Section 1.6050X-1(f)(1)(ii)(B). c. For the avoidance of doubt, except as explicitly set forth in this Agreement, neither Walmart, the TLC, any Tribe, or counsel to any of the foregoing make any warranty or representation as to the tax consequences of the payment of the Total Remediation Amount (or any portion thereof).

Nature of Payment. 1. Walmart Walgreens and the TLC acknowledge and agree that notwithstanding anything to the contrary in this Agreement, including, but not limited to, the scope of the Released Claims: a. Walmart Walgreens has entered into this Agreement to avoid the delay, expense, inconvenience, and uncertainty of further litigation; b. Tribes sought restitution and remediation (within the meaning of 26 U.S.C. § 162(f)(2)(A)) as damages for the Alleged Xxxxx allegedly suffered by the Tribes; c. By executing the Tribal Participation Form, the Participating Tribes acknowledge that: (a) the Total Remediation Amount is no greater than the amount, in the aggregate, of the Alleged Xxxxx allegedly suffered by the Participating Tribes; and (b) the portion of the Total Remediation Amount received by each Participating Tribe is no greater than the amount of the Alleged Xxxxx allegedly suffered by such Participating Tribe; d. The payment For purposes of Section 162(f) of the Internal Revenue Code, the Total Remediation Amount, which includes the Compensatory Restitution Amount to be paid by Walmart constitutesWalgreens ($126,102,624.99 to be paid out over fifteen (15) years), and is paid for, restitution and remediation (within the meaning of 26 U.S.C. § 162(f)(2)(A)) for alleged damage or harm (as compensation for alleged damage or harm arising out of alleged bodily injury) allegedly caused by Walmart; e. The Total Remediation Amount is being paid as restitution and remediation (within the meaning of 26 U.S.C. § 162(f)(2)(A)) in order to restore, in whole or in part, the Participating Tribes and persons to the same position or condition that they would be in had the Participating Tribes and person not suffered the Alleged Xxxxx and constitutes restitution and remediation or remediation, as defined in Treasury Regulation § 1.162-21(e)(4), for damage or harm allegedly caused by the potential violation of a law and/or and is an amount paid for the purpose of remediating the damage or harm allegedly caused, including to come into compliance with restore the law;Tribes to the same or substantially similar position or condition as existed prior to such damage or harm allegedly caused. f. e. For the avoidance of doubt: (a) no portion of the Total Remediation Compensatory Restitution Amount represents reimbursement to any Participating Tribe, or other person or entity, for the costs of any investigation or litigation, including without limitation attorneys’ fees, (b) the entire Total Remediation Amount is properly characterized as described in Section IV.G.1.e, and (c) none of the amounts paid by Walmart under Section III constitutes disgorgement or is paid for or in place of any fine, penalty, punitive damages, or other punitive assessments; and g. The Muscogee (Creek) Nation, on behalf of all Participating Tribes (the “Form 1098-F Filer”) shall complete and file Form 1098-F with the Internal Revenue Service on or before February 28 (March 31 if filed electronically) of the year following the calendar year in which the Effective Date occurs. On the Form 1098-F, the Form 1098-F Filer shall identify the entire Total Remediation Amount as remediation/restitution. The Form 1098-F Filer shall also, on or before January 31 of the year following the calendar year in which the Effective Date occurs, furnish Copy B of such Form 1098-F (or an acceptable substitute statement) to Walmart. 2. Tax Reporting and Cooperation a. Each Participating Tribe shall cooperate in good faith with Walmart with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement. b. The Muscogee (Creek) Nation shall designate one of its officers or employees to act as the “appropriate official” within the meaning of Treasury Regulation Section 1.6050X-1(f)(1)(ii)(B). c. For the avoidance of doubt, except as explicitly set forth in this Agreement, neither Walmart, the TLC, any Tribe, or counsel to any of the foregoing make any warranty or representation as to the tax consequences of the payment of the Total Remediation Amount (or any portion thereof).,

Nature of Payment. 1. Walmart Allergan and the TLC acknowledge and agree that notwithstanding anything to the contrary in this Agreement, including, but not limited to, the scope of the Released Claims: a. Walmart Allergan has entered into this Agreement to avoid the delay, expense, inconvenience, and uncertainty of further litigation; b. Tribes sought compensatory restitution and remediation (within the meaning of 26 U.S.C. § 162(f)(2)(A)) as damages for the Alleged Xxxxx allegedly suffered by the Tribes; c. By executing the Tribal Participation Form, the Participating Tribes acknowledge that: (a) the Total Remediation Compensatory Restitution Amount is no greater than the amount, in the aggregate, of the Alleged Xxxxx allegedly suffered by the Participating Tribes; and (b) the portion of the Total Remediation Compensatory Restitution Amount received by each Participating Tribe is no greater than the amount of the Alleged Xxxxx allegedly suffered by such Participating Tribe; d. The payment of the Total Remediation Compensatory Restitution Amount by Walmart Allergan constitutes, and is paid for, compensatory restitution and remediation (within the meaning of 26 U.S.C. § 162(f)(2)(A)) for alleged damage or harm (as compensation for alleged damage or harm arising out of alleged bodily injury) allegedly caused by WalmartXxxxxxxx. The payment of the Compensatory Restitution Amount by Allergan constitutes, and is paid for, compensatory restitution (within the meaning of 26 U.S.C. § 162(f)(2)(A)) for alleged damage or harm (as compensation for alleged damage or harm arising out of alleged bodily injury) allegedly caused by Xxxxxxxx; e. The Total Remediation Compensatory Restitution Amount is being paid as compensatory restitution and remediation (within the meaning of 26 U.S.C. § 162(f)(2)(A)) in order to restore, in whole or in part, the Participating Tribes and persons to the same position or condition that they would be in had the Participating Tribes and person not suffered the Alleged Xxxxx and constitutes restitution and remediation for damage or harm allegedly caused by the potential violation of a law and/or is an amount paid to come into compliance with the lawXxxxx; f. For the avoidance of doubt: (a) no portion of the Total Remediation Compensatory Restitution Amount represents reimbursement to any Participating Tribe, or other person or entity, entity for the costs of any investigation or litigation, including without limitation attorneys’ fees, (b) the entire Total Remediation Compensatory Restitution Amount is properly characterized as described in Section IV.G.1.eV.G.e, and (c) none no portion of the amounts paid by Walmart under Section III Compensatory Restitution Amount constitutes disgorgement or is paid for properly characterized as the payment of statutory or in place of any fineother fines, penaltypenalties, punitive damages, or other punitive assessments, or attorneys’ fees; and g. The Muscogee (Creek) Nation, on behalf of all Participating Tribes (the “Form 1098-F Filer”) shall complete and file Form 1098-F with the Internal Revenue Service on or before February 28 (March 31 if filed electronically) of the year following the calendar year in which the Effective Date occursorder entering this Agreement becomes binding. On the Form 1098-F, the Form 1098-F Filer shall identify the entire Total Remediation Compensatory Restitution Amount received by the Form 1098-F Filer as remediation/restitution. The Form 1098-F Filer shall also, on or before January 31 of the year following the calendar year in which the Effective Date occursorder entering this Agreement becomes binding, furnish Copy B of such Form 1098-F (or an acceptable substitute statement) to WalmartAllergan. 2. Tax Reporting and Cooperation a. Each Participating Tribe shall cooperate in good faith with Walmart with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement. b. The Muscogee (Creek) Nation shall designate one of its officers or employees to act as the “appropriate official” within the meaning of Treasury Regulation Section 1.6050X-1(f)(1)(ii)(B). c. For the avoidance of doubt, except as explicitly set forth in this Agreement, neither Walmart, the TLC, any Tribe, or counsel to any of the foregoing make any warranty or representation as to the tax consequences of the payment of the Total Remediation Amount (or any portion thereof).

Nature of Payment. 1. Walmart Teva and the TLC acknowledge and agree that notwithstanding anything to the contrary in this Agreement, including, but not limited to, the scope of the Released Claims: a. Walmart Teva has entered into this Agreement to avoid the delay, expense, inconvenience, and uncertainty of further litigation; b. Tribes sought compensatory restitution and remediation (within the meaning of 26 U.S.C. § 162(f)(2)(A)) as damages for the Alleged Xxxxx allegedly suffered by the Tribes; c. By executing the Tribal Participation Form, the Participating Tribes acknowledge certify that: (a) the Total Remediation Compensatory Restitution Amount is no greater than the amount, in the aggregate, of the Alleged Xxxxx allegedly suffered by the Participating Tribes; and (b) the portion of the Total Remediation Compensatory Restitution Amount received by each Participating Tribe is no greater than the amount of the Alleged Xxxxx allegedly suffered by such Participating Tribe; d. The payment of the Total Remediation Compensatory Restitution Amount by Walmart Teva constitutes, and is paid for, compensatory restitution and remediation (within the meaning of 26 U.S.C. § 162(f)(2)(A)) for alleged damage or harm (as compensation for alleged damage or harm arising out of alleged bodily injury) allegedly caused by WalmartTeva; e. The Total Remediation Compensatory Restitution Amount is being paid as compensatory restitution and remediation (within the meaning of 26 U.S.C. § 162(f)(2)(A)) in order to restore, in whole or in part, the Participating Tribes and persons to the same position or condition that they would be in had the Participating Tribes and person not suffered the Alleged Xxxxx and constitutes restitution and remediation for damage or harm allegedly caused by the potential violation of a law and/or is an amount paid to come into compliance with the lawXxxxx; f. For the avoidance of doubt: (a) no portion of the Total Remediation Compensatory Restitution Amount represents reimbursement to any Participating Tribe, or other person or entity, entity for the costs of any investigation or litigation, including without limitation attorneys’ fees, (b) the entire Total Remediation Compensatory Restitution Amount is properly characterized as described in Section subsection IV.G.1.e, and (c) none no portion of the amounts paid by Walmart under Section III Compensatory Restitution Amount constitutes disgorgement or is paid for properly characterized as the payment of statutory or in place of any fineother fines, penaltypenalties, punitive damages, or other punitive assessments, or attorneys’ fees; and g. The Muscogee (Creek) Nation, on behalf of all Participating Tribes (the “Form 1098-F Filer”) shall complete and file Form 1098-F with the Internal Revenue Service on or before February 28 (March 31 if filed electronically) of the year following the calendar year in which the Effective Date occursorder entering this Agreement becomes binding. On the Form 1098-F, the Form 1098-F Filer shall identify the entire Total Remediation Compensatory Restitution Amount received by the Form 1098-F Filer as remediation/restitution. The Form 1098-F Filer shall also, on or before January 31 of the year following the calendar year in which the Effective Date occursorder entering this Agreement becomes binding, furnish Copy B of such Form 1098-F (or an acceptable substitute statement) to WalmartTeva. 2. Tax Reporting and Cooperation a. Each Participating Tribe shall cooperate in good faith with Walmart with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement. b. The Muscogee (Creek) Nation shall designate one of its officers or employees to act as the “appropriate official” within the meaning of Treasury Regulation Section 1.6050X-1(f)(1)(ii)(B). c. For the avoidance of doubt, except as explicitly set forth in this Agreement, neither Walmart, the TLC, any Tribe, or counsel to any of the foregoing make any warranty or representation as to the tax consequences of the payment of the Total Remediation Amount (or any portion thereof).

Nature of Payment. 1. Walmart Each Settling Distributor, each Participating Tribe, and the TLC acknowledge acknowledges and agree agrees that notwithstanding anything to the contrary in this Agreement, including, but not limited to, the scope of the Released Claims: a. Walmart It has entered into this Agreement to avoid the delay, expense, inconvenience, and uncertainty of further litigation; b. In the actions this Agreement resolves, the Participating Tribes sought compensatory restitution and remediation (within the meaning of 26 U.S.C. § 162(f)(2)(A)) as damages for the Alleged Xxxxx allegedly suffered by the Participating Tribes; c. By executing the Tribal Participation Form, the Participating Tribes acknowledge that: (ai) the Total Remediation Compensatory Restitution Amount is no greater than the amount, in the aggregate, of the Alleged Xxxxx allegedly suffered by the Participating Tribes; and (bii) the portion of the Total Remediation Compensatory Restitution Amount received by each Participating Tribe is no greater than the amount of the Alleged Xxxxx allegedly suffered by such Participating Tribe; d. The payment of the Total Remediation Compensatory Restitution Amount by Walmart the Settling Distributors constitutes, and is paid for, compensatory restitution and remediation (within the meaning of 26 U.S.C. § 162(f)(2)(A)) for alleged damage or harm (as compensation for alleged damage or harm arising out of alleged bodily injury) allegedly caused by Walmartthe Settling Distributors; e. The Total Remediation Compensatory Restitution Amount is being paid as compensatory restitution and remediation (within the meaning of 26 U.S.C. § 162(f)(2)(A)) in order to restore, in whole or in part, the Participating Tribes and persons to the same position or condition that they would be in had the Participating Tribes and person not suffered the Alleged Xxxxx and constitutes restitution and remediation for damage or harm allegedly caused by the potential violation of a law and/or is an amount paid to come into compliance with the law;Xxxxx; and f. For the avoidance of doubt: (ai) no portion of the Total Remediation Compensatory Restitution Amount represents reimbursement to any Participating Tribe, or other person or entity, entity for the costs of any investigation or litigation, including without limitation attorneys’ fees, (bii) the entire Total Remediation Compensatory Restitution Amount is properly characterized as described in this Section IV.G.1.eV.G.1, and (ciii) none no portion of the amounts paid by Walmart under Section III Compensatory Restitution Amount constitutes disgorgement or is paid for properly characterized as the payment of statutory or in place of any fineother fines, penaltypenalties, punitive damages, or other punitive assessments; and g. The Muscogee (Creek) Nation, on behalf of all Participating Tribes (the “Form 1098-F Filer”) shall complete and file Form 1098-F with the Internal Revenue Service on or before February 28 (March 31 if filed electronically) of the year following the calendar year in which the Effective Date occurs. On the Form 1098-F, the Form 1098-F Filer shall identify the entire Total Remediation Amount as remediation/restitution. The Form 1098-F Filer shall also, on or before January 31 of the year following the calendar year in which the Effective Date occurs, furnish Copy B of such Form 1098-F (or an acceptable substitute statement) to Walmart. 2. Tax Reporting and Cooperation a. Each Participating Tribe shall cooperate in good faith with Walmart with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreementattorneys’ fees. b. The Muscogee (Creek) Nation shall designate one of its officers or employees to act as the “appropriate official” within the meaning of Treasury Regulation Section 1.6050X-1(f)(1)(ii)(B). c. For the avoidance of doubt, except as explicitly set forth in this Agreement, neither Walmart, the TLC, any Tribe, or counsel to any of the foregoing make any warranty or representation as to the tax consequences of the payment of the Total Remediation Amount (or any portion thereof).