Common use of Settlement Funds Clause in Contracts

Settlement Funds. (A) Subject to the Walk Away Right, as set forth in Article X, Organon shall deposit funds in the amount of $100,000,000 (the “Settlement Funds”) into the Qualified Settlement Fund (also referred to herein as the “QSF”) within thirty (30) days following the Effective Date of this Agreement. (B) The NPC agree that the amount of the Settlement Funds is fair and reasonable under the circumstances. The Settlement Funds shall be paid by Organon. (C) The NPC, together with the QSF Administrator, are responsible for appropriately distributing the entirety of the Settlement Funds. Defendants and their counsel shall have no role, involvement in, or responsibility for allocating the Settlement Funds among Claimants, their counsel, any lienholders, the Special Master, the Claims Administrator, or any other third parties. (D) Any term of this Agreement, or of the Qualified Settlement Fund Agreement, to the contrary notwithstanding, in no event shall Organon have any obligation to make payment of the Settlement Funds into the Qualified Settlement Fund unless and until (i) the Qualified Settlement Fund shall have been duly approved by the MDL Court, and (ii) the Effective Date shall have occurred. (E) Any term of this Agreement, or of the Qualified Settlement Fund Agreement, to the contrary notwithstanding, neither the NPC, the Program Participants, the Special Master, the Claims Administrator, the QSF Administrator, nor any other Person is entitled under this Agreement or the Qualified Settlement Fund Agreement to collect any amount from any of the Defendants or any other Released Persons other than from Organon pursuant to Organon’s express obligations to make payments into the Qualified Settlement Fund, to pay Administrative Expenses, and to pay any expenses relating to motions, appeals, or audit(s), as dictated by this Agreement. For the avoidance of doubt, neither Organon nor any other Released Persons shall have any obligation to pay (or to make any payment on account of), or reimburse, any Persons for any attorneys’ fees or costs or expenses incurred by any Claimant in connection with the

Settlement Funds. (A) Subject to the Walk Away Right, as set forth in Article X, Organon shall deposit funds in the amount of $100,000,000 (the “Settlement Funds”) into the Qualified Settlement Fund (also referred to herein as the “QSF”) within thirty (30) days following the Effective Date of this Agreement. (B) The NPC agree that the amount of the Settlement Funds is fair and reasonable under the circumstances. The Settlement Funds shall be paid by OrganonXxxxxxx. (C) The NPC, together with the QSF Administrator, are responsible for appropriately distributing the entirety of the Settlement Funds. Defendants and their counsel shall have no role, involvement in, or responsibility for allocating the Settlement Funds among Claimants, their counsel, any lienholders, the Special Master, the Claims Administrator, or any other third parties. (D) Any term of this Agreement, or of the Qualified Settlement Fund Agreement, to the contrary notwithstanding, in no event shall Organon have any obligation to make payment of the Settlement Funds into the Qualified Settlement Fund unless and until (i) the Qualified Settlement Fund shall have been duly approved by the MDL Court, and (ii) the Effective Date shall have occurred. (E) Any term of this Agreement, or of the Qualified Settlement Fund Agreement, to the contrary notwithstanding, neither the NPC, the Program Participants, the Special Master, the Claims Administrator, the QSF Administrator, nor any other Person is entitled under this Agreement or the Qualified Settlement Fund Agreement to collect any amount from any of the Defendants or any other Released Persons other than from Organon pursuant to Organon’s express obligations to make payments into the Qualified Settlement Fund, to pay Administrative Expenses, and to pay any expenses relating to motions, appeals, or audit(s), as dictated by this Agreement. For the avoidance of doubt, neither Organon Xxxxxxx nor any other Released Persons shall have any obligation to pay (or to make any payment on account of), or reimburse, any Persons for any attorneys’ fees or costs or expenses incurred by any Claimant in connection with the