Common use of Nature of Payment Clause in Contracts

Nature of Payment. Each of the Settling States, the Participating Subdivisions and Walgreens acknowledges, agrees and understands that, notwithstanding anything to the contrary in this Agreement, for purposes of Section 162(f) of the Internal Revenue Code, the Compensatory Restitution Amount paid by Xxxxxxxxx (up to $4,788,165,456 to be paid out over fifteen (15) years) constitutes restitution 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 is an amount paid for the purpose of remediating the damage or harm allegedly caused, including to restore the affected persons, Settling States and Participating Subdivisions to the same or substantially similar position or condition as existed prior to such damage or harm allegedly caused. The Parties acknowledge, agree and understand that only the Private Attorneys Fees, xxxx XX Fees and Costs, and Additional Remediation Amount (up to $734,363,310) represent reimbursement to Settling States, Participating Subdivisions listed on Exhibit G, or any other person or entity for the fees and costs of any investigation or litigation, that no portion of the Compensatory Restitution Amount represents reimbursement to Plaintiffs or any other person or entity for the fees and costs of any investigation or litigation, and no portion of the Compensatory Restitution Amount represents or should properly be characterized as the payment of fines, penalties or other punitive assessments. Releasors acknowledge, agree and understand that Xxxxxxxxx intends to allocate the cost of the Annual Remediation Payments among the Releasees using a reasonable basis. The Designated State, on behalf of all Settling States and Participating Subdivisions 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 order entering this Agreement becomes binding. The Form 1098-F shall identify the entire Adjusted State Remediation Payment except as reported pursuant to Section V.B.2 as of December 31, 2023, as remediation/restitution amounts, and Releasors shall furnish Copy B of such Form 1098-F to Walgreens on or before January 31 of the year following the calendar year in which the order entering this Agreement becomes binding. Walgreens makes no warranty or representation to Releasors as to the tax consequences of the Compensatory Restitution Amount, Adjusted State Remediation Payment, the Private Attorneys Fees, or State AG Fees and Costs or any portion thereof. Further, Releasors specifically acknowledge that no portion of the Compensatory Restitution Amount shall be used for general enforcement efforts or other discretionary purposes as described in Treasury Regulation § 1.162-21(e)(4)(i)(C).

Nature of Payment. Each of the Settling States, the Participating Subdivisions and Walgreens acknowledges, agrees and understands that, notwithstanding anything to the contrary in this Agreement, for purposes of Section 162(f) of the Internal Revenue Code, the Compensatory Restitution Amount paid by Xxxxxxxxx Walgreens (up to $4,788,165,456 to be paid out over fifteen (15) years) constitutes restitution 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 is an amount paid for the purpose of remediating the damage or harm allegedly caused, including to restore the affected persons, Settling States and Participating Subdivisions to the same or substantially similar position or condition as existed prior to such damage or harm allegedly caused. The Parties acknowledge, agree and understand that only the Private Attorneys Fees, xxxx XX Fees and Costs, and Additional Remediation Amount (up to $734,363,310) represent reimbursement to Settling States, Participating Subdivisions listed on Exhibit G, or any other person or entity for the fees and costs of any investigation or litigation, that no portion of the Compensatory Restitution Amount represents reimbursement to Plaintiffs or any other person or entity for the fees and costs of any investigation or litigation, and no portion of the Compensatory Restitution Amount represents or should properly be characterized as the payment of fines, penalties or other punitive assessments. Releasors acknowledge, agree and understand that Xxxxxxxxx Walgreens intends to allocate the cost of the Annual Remediation Payments among the Releasees using a reasonable basis. The Designated State, on behalf of all Settling States and Participating Subdivisions 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 order entering this Agreement becomes binding. The Form 1098-F shall identify the entire Adjusted State Remediation Payment except as reported pursuant to Section V.B.2 as of December 31, 2023, as remediation/restitution amounts, and Releasors shall furnish Copy B of such Form 1098-F to Walgreens on or before January 31 of the year following the calendar year in which the order entering this Agreement becomes binding. Walgreens makes no warranty or representation to Releasors as to the tax consequences of the Compensatory Restitution Amount, Adjusted State Remediation Payment, the Private Attorneys Fees, or State AG Fees and Costs or any portion thereof. Further, Releasors specifically acknowledge that no portion of the Compensatory Restitution Amount shall be used for general enforcement efforts or other discretionary purposes as described in Treasury Regulation § 1.162-21(e)(4)(i)(C).

Nature of Payment. Each of the Settling States, the Participating Subdivisions and Walgreens Parties acknowledges, agrees and understands that, notwithstanding anything to the contrary in this Agreement, for purposes of Section 162(f) and Section 6050X of the Internal Revenue Code, the Compensatory Restitution Total Remediation Amount paid by Xxxxxxxxx Walgreens (up to $4,788,165,456 290,159,459.30 to be paid out over fifteen (15) years) constitutes restitution or remediation, as defined in Treasury Regulation § 1.162-1.162- 21(e)(4), for damage or harm allegedly caused by the potential violation of a law and is an amount paid for the purpose of remediating the damage or harm allegedly caused, including to restore the affected persons, Settling States and Participating Subdivisions State to the same or substantially similar position or condition as existed prior to such damage or harm allegedly caused. The Parties acknowledge, agree and understand that only the Private Attorneys Fees, xxxx XX Total Attorney Fees and Costs, and Additional Remediation Amount (up to $734,363,31033,941,149.70) represent reimbursement to Settling States, Participating Subdivisions listed on Exhibit G, Plaintiffs or any other person or entity for the fees and costs of any investigation or litigation, that no portion of the Compensatory Restitution Total Remediation Amount represents reimbursement to Plaintiffs or any other person or entity for the fees and costs of any investigation or litigation, and no portion of the Compensatory Restitution Total Remediation Amount represents or should properly be characterized as the payment of fines, penalties or other punitive assessments. Releasors acknowledge, agree and understand that Xxxxxxxxx intends to allocate the cost of the Annual Remediation Payments among the Releasees using a reasonable basis. The Designated State, on behalf of all Settling States and Participating Subdivisions State shall complete and file Form 1098-F with the Internal Revenue Service on or before February 28 (March 31 if filed electronically) of identifying the year following the calendar year in which the order entering this Agreement becomes binding. The Form 1098-F shall identify the entire Adjusted State Total Remediation Payment except as reported pursuant to Section V.B.2 as of December 31, 2023, Amount as remediation/restitution amounts, identifying the Total Attorney Fees Amount as amounts to be paid for violation or potential violation of law, and Releasors shall furnish Copy B of such Form 1098-F to Walgreens on or before January 31 and shall otherwise fully comply with the requirements of Section 6050X of the year following Internal Revenue Code and all treasury regulations relating to that provision of the calendar year in which the order entering this Agreement becomes bindingInternal Revenue Code. Walgreens makes no warranty or representation to Releasors the State, and the State makes no warranty or representation to Walgreens, as to the tax consequences of the Compensatory Restitution Amount, Adjusted State Remediation Payment, Settlement Amount or the Private Attorneys Fees, or State AG Fees and Costs Settlement Product or any portion thereof. FurtherThe State notifies Walgreens, Releasors specifically acknowledge and Walgreens acknowledges, that no portion applicable law requires Walgreens to furnish its federal taxpayer identification number(s) to the State for inclusion on IRS Form 1098-F and that Walgreens may be subject to a penalty for failure to furnish taxpayer identification number(s). Walgreens shall furnish such number(s) by providing the State a completed IRS Form W-9 within 7 days of the Compensatory Restitution Amount Effective Date. Walgreens shall also provide such other information as may be used requested by the State to enable it to comply with any reporting requirements for general enforcement efforts or other discretionary purposes as described in Treasury Regulation § 1.162-21(e)(4)(i)(C)payments made pursuant to this Agreement that are imposed by applicable law.