Common use of Payments by Defendants Clause in Contracts

Payments by Defendants. 2.1 Plaintiffs, by and through their counsel, and Defendants, by and through their counsel, agree that, in consideration of the Releases and Covenant Not to Sue set forth in Article XVI, and the dismissal with prejudice of the Fourth Consolidated Amended Class Complaint, the Amended Master Individual Complaint, and the Related Lawsuits, and subject to the terms and conditions of this Settlement Agreement, Defendants will, in addition to other obligations set forth in this Settlement Agreement severally pay or cause to be paid the following agreed amounts into the FWC Qualified Settlement Fund: 2.1.1 State Defendants shall pay $600,000,000; 2.1.2 Flint Defendants shall pay $20,000,000; 2.1.3 McLaren Defendants shall pay $20,000,000; and 2.1.4 Xxxx shall pay the remaining balance on XL Specialty Insurance Company policy number DPR9800523, or $1,250,000, whichever amount is greater as of the due date for the payment of the Xxxx agreed amount pursuant to Paragraph 2.3. 2.2 Each Defendant will only be liable for its agreed amount, and under no circumstance for any greater amount. Defendants are not jointly liable for the whole amount to be paid into the FWC Qualified Settlement Fund. 2.3 Flint Defendants and Xxxx shall pay their agreed amount, McLaren Defendants will pay $10,000,000 of their agreed amount, and State Defendants will pay $5,000,000 of their agreed amount, into the FWC Qualified Settlement Fund on or before fifteen (15) calendar days after the Federal Court enters the Preliminary Approval Orders relating to this Settlement Agreement. State Defendants shall cause to be paid the remainder of their agreed amount into the FWC Qualified Settlement Fund, in the manner described below, on or before the dates set forth in Paragraphs 2.4 and 2.4. 1. McLaren Defendants shall cause to be paid the remainder of their agreed amount into the FWC Qualified Settlement Fund on or before October 10, 2021. 2.4 State Defendants shall pay the remainder of their agreed amount by making annual payments to the Special Purpose FWC Settlement Entity on a schedule approximately equal to the schedule set forth as Exhibit 9. State Defendants are aware that the Special Purpose FWC Settlement Entity intends to make an application to the Michigan Strategic Fund to obtain a loan against these future years’ payments. The proceeds of the loan shall be paid solely and exclusively into the FWC Qualified Settlement Fund and to reimburse the State Defendants for the $5,000,000 paid by the State into the FWC Qualified Settlement Fund as set forth in Paragraph 2.3. To facilitate this process, State Defendants agree, within reason, to modify the precise method, schedule, and termination date of the annual payments to the Special Purpose FWC Settlement Entity, as requested by the Special Purpose FWC Settlement Entity and agreed to by the Michigan Strategic Fund in relation to the bond issuance described below. The precise schedule will be provided to Plaintiffs’ Counsel after such bonds are issued. To facilitate the bond issuance by the Michigan Strategic Fund, the Special Purpose FWC Settlement Entity shall be authorized to pledge and assign amounts paid and payable by State Defendants to obtain a loan funded from bonds issued by the Michigan Strategic Fund established pursuant to Act 270 of 1984 (as amended). The Special Purpose FWC Settlement Entity shall not be authorized to otherwise pledge or assign the amounts paid and payable by State Defendants. 2.4.1 After the authorizations, appropriations, approvals, and amendments set forth in Paragraph 2.5 are obtained, the trustee or other authorized agent for the Special Purpose FWC Settlement Entity will submit an application to the Michigan Strategic Fund with all necessary information to obtain a loan for the amount to be paid by the State Defendants under Paragraph 2.1. 1. The Michigan Strategic Fund is expected to issue bonds to obtain such funds to loan to the Special Purpose FWC Settlement Entity. It is anticipated that the Michigan Strategic Fund will provide those loan proceeds to the Special Purpose FWC Settlement Entity on or before the latter of (a) March 1, 2021 or (b) one hundred-eighty (180) calendar days after the Federal Court enters the Preliminary Approval Orders relating to this Settlement Agreement. The Special Purpose FWC Settlement Entity will pay or cause to be paid the FWC Qualified Settlement Fund from such proceeds the remaining amount to be paid by the State Defendants under Paragraph 2.1.1. within five (5) days of receipt of the loan proceeds. The Special Purpose FWC Settlement Entity will repay the Michigan Strategic Fund in accordance with the precise schedule to be provided to Plaintiffs’ Counsel after the bonds mentioned above are issued. 2.5 State Defendants’ obligation to pay is subject to their ability to obtain legislative authorization, appropriation, and approval to pay the above sums into the Special Purpose FWC Settlement Entity, and to amend the Michigan Strategic Fund Act to authorize that Fund to issue bonds and make a loan to the Special Purpose FWC Settlement Entity. If State Defendants fail to obtain that authorization, appropriation, approval, and amendment within one hundred and twenty days after the entry of the Preliminary Approval Orders or the Michigan Strategic Fund fails to 2.6 Flint Defendants’ obligation to pay is subject to their ability to obtain Flint City Council authorization, appropriation, and approval to pay the above sums into the FWC Qualified Settlement Fund. If the Flint Defendants fail to obtain that authorization, appropriation, and approval by December 31, 2020 then the Flint Defendants’ participation in this Settlement Agreement shall be cancelled and rescinded as set forth in Article XVII-Rescission. 2.7 The funds paid into the FWC Qualified Settlement Fund from or on behalf of the Defendants, the initial payment from the State Defendants and the loan proceeds from the Michigan Strategic Fund shall be used to satisfy Monetary Awards to Claimants or Future Minor Claimants pursuant to the requirements and criteria set forth in this Settlement Agreement, and to pay any other amounts, costs, fees, and expenses permitted by this Settlement Agreement.

Payments by Defendants. ‌ 2.1 Plaintiffs, by and through their counsel, and Defendants, by and through their counsel, agree that, in consideration of the Releases and Covenant Not to Sue set forth in Article XVI, and the dismissal with prejudice of the Fourth Consolidated Amended Class Complaint, the Amended Master Individual Complaint, and the Related Lawsuits, and subject to the terms and conditions of this Settlement Agreement, Defendants will, in addition to other obligations set forth in this Settlement Agreement severally pay or cause to be paid the following agreed amounts into the FWC Qualified Settlement Fund: 2.1.1 State Defendants shall pay $600,000,000; 2.1.2 Flint Defendants shall pay $20,000,000; 2.1.3 McLaren Defendants shall pay $20,000,000; and 2.1.4 Xxxx shall pay the remaining balance on XL Specialty Insurance Company policy number DPR9800523, or $1,250,000, whichever amount is greater as of the due date for the payment of the Xxxx agreed amount pursuant to Paragraph 2.3. 2.2 Each Defendant will only be liable for its agreed amount, and under no circumstance for any greater amount. Defendants are not jointly liable for the whole amount to be paid into the FWC Qualified Settlement Fund. 2.3 Flint Defendants and Xxxx shall pay their agreed amount, McLaren Defendants will pay $10,000,000 of their agreed amount, and State Defendants will pay $5,000,000 of their agreed amount, into the FWC Qualified Settlement Fund on or before fifteen (15) calendar days after the Federal Court enters the Preliminary Approval Orders relating to this Settlement Agreement. State Defendants shall cause to be paid the remainder of their agreed amount into the FWC Qualified Settlement Fund, in the manner described below, on or before the dates set forth in Paragraphs 2.4 and 2.4. 1. McLaren Defendants shall cause to be paid the remainder of their agreed amount into the FWC Qualified Settlement Fund on or before October 10, 2021. 2.4 State Defendants shall pay the remainder of their agreed amount by making annual payments to the Special Purpose FWC Settlement Entity on a schedule approximately equal to the schedule set forth as Exhibit 9. State Defendants are aware that the Special Purpose FWC Settlement Entity intends to make an application to the Michigan Strategic Fund to obtain a loan against these future years’ payments. The proceeds of the loan shall be paid solely and exclusively into the FWC Qualified Settlement Fund and to reimburse the State Defendants for the $5,000,000 paid by the State into the FWC Qualified Settlement Fund as set forth in Paragraph 2.3. To facilitate this process, State Defendants agree, within reason, to modify the precise method, schedule, and termination date of the annual payments to the Special Purpose FWC Settlement Entity, as requested by the Special Purpose FWC Settlement Entity and agreed to by the Michigan Strategic Fund in relation to the bond issuance described below. The precise schedule will be provided to Plaintiffs’ Counsel after such bonds are issued. To facilitate the bond issuance by the Michigan Strategic Fund, the Special Purpose FWC Settlement Entity shall be authorized to pledge and assign amounts paid and payable by State Defendants to obtain a loan funded from bonds issued by the Michigan Strategic Fund established pursuant to Act 270 of 1984 (as amended). The Special Purpose FWC Settlement Entity shall not be authorized to otherwise pledge or assign the amounts paid and payable by State Defendants. 2.4.1 After the authorizations, appropriations, approvals, and amendments set forth in Paragraph 2.5 are obtained, the trustee or other authorized agent for the Special Purpose FWC Settlement Entity will submit an application to the Michigan Strategic Fund with all necessary information to obtain a loan for the amount to be paid by the State Defendants under Paragraph 2.1. 1. The Michigan Strategic Fund is expected to issue bonds to obtain such funds to loan to the Special Purpose FWC Settlement Entity. It is anticipated that the Michigan Strategic Fund will provide those loan proceeds to the Special Purpose FWC Settlement Entity on or before the latter of (a) March 1, 2021 or (b) one hundred-eighty (180) calendar days after the Federal Court enters the Preliminary Approval Orders relating to this Settlement Agreement. The Special Purpose FWC Settlement Entity will pay or cause to be paid the FWC Qualified Settlement Fund from such proceeds the remaining amount to be paid by the State Defendants under Paragraph 2.1.1. within five (5) days of receipt of the loan proceeds. The Special Purpose FWC Settlement Entity will repay the Michigan Strategic Fund in accordance with the precise schedule to be provided to Plaintiffs’ Counsel after the bonds mentioned above are issued. 2.5 State Defendants’ obligation to pay is subject to their ability to obtain legislative authorization, appropriation, and approval to pay the above sums into the Special Purpose FWC Settlement Entity, and to amend the Michigan Strategic Fund Act to authorize that Fund to issue bonds and make a loan to the Special Purpose FWC Settlement Entity. If State Defendants fail to obtain that authorization, appropriation, approval, and amendment within one hundred and twenty days after the entry of the Preliminary Approval Orders or the Michigan Strategic Fund fails to 2.6 Flint Defendants’ obligation to pay is subject to their ability to obtain Flint City Council authorization, appropriation, and approval to pay the above sums into the FWC Qualified Settlement Fund. If the Flint Defendants fail to obtain that authorization, appropriation, and approval by December 31, 2020 then the Flint Defendants’ participation in this Settlement Agreement shall be cancelled and rescinded as set forth in Article XVII-Rescission. 2.7 The funds paid into the FWC Qualified Settlement Fund from or on behalf of the Defendants, the initial payment from the State Defendants and the loan proceeds from the Michigan Strategic Fund shall be used to satisfy Monetary Awards to Claimants or Future Minor Claimants pursuant to the requirements and criteria set forth in this Settlement Agreement, and to pay any other amounts, costs, fees, and expenses permitted by this Settlement Agreement.