Common use of Stay of Discovery, Termination, and Effective Date of Agreement Clause in Contracts

Stay of Discovery, Termination, and Effective Date of Agreement. (a) Until the Preliminary Approval Order has been entered, including the stay of discovery as to the Released Parties in the form contained therein, the Releasing Parties and Class Counsel covenant and agree that Class Counsel shall not pursue discovery against the Released Parties and shall not in any way subsequently argue that the Released Parties have failed to comply with their discovery obligations in any respect by reason of the Released Parties’ suspension of discovery efforts following the Execution Date. (b) If, at the Preliminary Approval Hearing or within 15 days thereafter, the Court does not enter the Preliminary Approval Order and approve the Mailed Notice, the Published Notice and the Claim Form submitted to the Court pursuant to § 4 of this Agreement, in each case in substantially the same form as Exhibits A, E, F and G, each of Class Counsel and Company shall have the right, in the sole and absolute discretion of such Party, to terminate this Agreement by delivering a notice of termination to the other, it being understood that, notwithstanding the foregoing, if the Court does not grant the stay of discovery as to Company and the interim injunction with respect to the Tag Along Actions, each in the form contained in the Preliminary Approval Order, Company may in its sole and absolute discretion terminate this Agreement by delivering a notice of termination to Class Counsel. In the event of any termination pursuant to the terms hereof, the Parties shall be restored to their original positions, except as expressly provided herein. (c) If the Court has not entered the Final Order and Judgment (including without limitation the Bar Order) substantially in the form attached hereto as Exhibit D by the date that is 180 calendar days after the Preliminary Approval Date, each of Class Counsel and Company may, in the sole and absolute discretion of such Party, terminate this Agreement by delivering a notice of termination to the other. (d) If the Final Order and Judgment (including without limitation the Bar Order) is entered by the Court and the time for appeal from all of such orders and judgment has elapsed (including without limitation any extension of time for the filing of any appeal that may result by operation of law or order of the Court) with no notice of appeal having been filed, the “Effective Date” shall be the 11th day after the last date on which notice of appeal could have been timely filed. If the Final Order and Judgment (including without limitation the Bar Order) is entered and an appeal is filed as to any of them, the “Effective Date” shall be the eleventh (11th) calendar day after the Final Order and Judgment (including without limitation the Bar Order), is affirmed, all appeals are dismissed, and no further appeal to, or discretionary review in, any Court remains. (e) From and after the Effective Date, the Releasing Parties and Class Counsel covenant agree that the Releasing Parties and Class Counsel shall not pursue discovery against the Released Parties. Nothing contained herein shall preclude the Releasing Parties or Class Counsel from introducing and relying on otherwise admissible evidence as to other defendants. (f) Notwithstanding § 15(d), if one or more notices of appeal are filed from the Final Order and Judgment (including without limitation the Bar Order), Company shall have the right, in its sole and absolute discretion, to provide notice of the occurrence of the Effective Date and the Parties shall thereafter be bound by this Agreement and shall perform their respective obligations as if the Final Order and Judgment had been affirmed. If the Final Order and Judgment (including without limitation the Bar Order) is not affirmed in their entirety on any such appeal or discretionary review, Company may, in its sole and absolute discretion, terminate this Agreement by delivering a notice of termination to Class Counsel. If Company does not elect to so terminate this Agreement, Company shall be entitled, in its sole and absolute discretion, to provide notice of the occurrence of the Effective Date (if the Company has not already done so pursuant to the first sentence of this paragraph) and the Parties shall continue to be bound by this Agreement and shall perform their respective obligations hereunder as if the Final Order and Judgment had been affirmed in its entirety on such appeal or discretionary review. (g) This Agreement shall terminate (the “Termination Date”) upon the earlier to occur of (i) termination of this Agreement by any Party pursuant to the terms hereof and (ii) the four-year anniversary of the Preliminary Approval Date. Effective on the Termination Date, the provisions of this Agreement shall immediately become void and of no further force and effect and there shall be no liability on the part of any of the Parties, except for willful or knowing breaches of this Agreement prior to the time of such termination; provided that in the event of a termination of this Agreement as contemplated by clause (ii) of this § 15(g), (B) the provisions of §§ 13(a), (b), (c), (d), (e)(1), (f), (g), (h) and §§ 18, 20 and 21 shall survive such termination indefinitely, (B) the provisions of § 7.10 and § 7.11 shall survive such termination only with respect to, and only for so long as is necessary to resolve, any Billing Disputes that are in the process of being resolved by the Billing Dispute External Review Board as of the date of such termination and any disputes described in § 7.11(a) that are being resolved pursuant to the Medical Necessity External Review Process as of the date of such termination and (C) the provisions of §§ 12.1 through 12.6 shall survive such termination only with respect to, and only for so long as is necessary to resolve, any Compliance Disputes that are in the process of being resolved by the Compliance Dispute Review Officer as of the date of such termination. In the event of termination of this Agreement as contemplated by clause (ii) of this § 15(g), Company agrees to file on the Termination Date a document (the “Certification”) with the Compliance Dispute Review Officer enumerating the items described elsewhere in this Agreement as required elements of such Certification. Company shall provide a copy of such Certification to the Physicians Advisory Committee. Upon the filing of the duly completed Certification by Company on the Termination Date, all of Company’s obligations under this Agreement shall be satisfied. No decision or ruling of the Compliance Dispute Review Officer shall have any force on the Parties after the Termination Date and Company shall be under no obligation to continue performance of any kind under this Agreement. Company may, in its sole and absolute discretion, elect to continue after the Termination Date, the implementation of various business practices described in this Agreement.

Stay of Discovery, Termination, and Effective Date of Agreement. (a) 15.1 Until the Preliminary Approval Date, and issuance of an Order has been entered, including the a stay of discovery as to the Released Parties in the form contained thereinPersons, the Releasing Parties Settling Plaintiffs and Class Counsel covenant and agree that neither Settling Plaintiffs nor Class Counsel shall not pursue discovery against any litigation proceedings 15.2 In the Released Parties and shall not in any way subsequently argue that the Released Parties have failed to comply with their discovery obligations in any respect by reason of the Released Parties’ suspension of discovery efforts following the Execution Date. event that: (bi) If, at the Preliminary Approval Hearing or within 15 days thereafterthis Agreement, the Court does not enter the Preliminary Approval Final Order and approve Judgment, and/or any order proposed jointly by the Mailed NoticeParties relating thereto, the Published Notice and the Claim Form submitted to are not approved by the Court substantially in the form submitted; (ii) the Company opts to terminate this Agreement pursuant to § 4 Section 7.3; or (iii) approval of this Agreement, the Final Order and Judgment, and/or such orders, are modified or reversed in any material respect by any appellate or other court (each case in substantially being a “Termination Event”), the same form as Exhibits A, E, F and G, each of Class Counsel and Company Parties that are adversely affected by the Termination Event shall have the right, in the their sole and absolute discretion of such Partydiscretion, to terminate this Agreement by delivering a providing written notice to Class Counsel or the Company’s counsel, as applicable, within twenty-one (21) Days after the Termination Event. If this Agreement is so terminated, this Agreement, the Final Order and Judgment, and all orders entered in connection with it shall become null and void and of termination to the other, it being understood that, notwithstanding the foregoing, if the Court does not grant the stay of discovery as to Company no further force and the interim injunction effect with respect to the Tag Along ActionsSettling Plaintiffs, each in the form contained in Company, and the Preliminary Approval Order, Company may in its sole and absolute discretion terminate this Agreement by delivering a notice of termination to Class CounselSettlement Classes. In the event of any termination pursuant to the terms hereofTermination Event, the Parties shall be restored to their original positions, except as expressly provided herein. (c) If the Court has not entered the Final Order and Judgment (including without limitation the Bar Order) substantially in the form attached hereto as Exhibit D by the date that is 180 calendar days after the Preliminary Approval Date, each of Class Counsel and Company may, in the sole and absolute discretion of such Party, terminate this Agreement by delivering a notice of termination to the other. (d) 15.3 If the Final Order and Judgment (including without limitation the Bar Order) is entered by the Court and the time for appeal from all of such orders and judgment has elapsed (including without limitation any extension of time for the filing of any appeal that may result by operation of law or order of the Court) with no notice of appeal having been filed, the “Effective Date” shall be the 11th day eleventh (11th) Day after the last date on which notice of appeal could have been timely filed. If the Final Order and Judgment (including without limitation the Bar Order) is entered and an appeal is filed as to any of them, the “Effective Date” shall be the eleventh (11th) calendar day Day after the Final Order and Judgment (including without limitation the Bar Order), is affirmed, all appeals are dismissed, and no further appeal to, or discretionary review in, any Court court remains. (e) From and after the Effective Date, the Releasing Parties and Class Counsel covenant agree that the Releasing Parties and Class Counsel shall not pursue discovery against the Released Parties. Nothing contained herein shall preclude the Releasing Parties or Class Counsel from introducing and relying on otherwise admissible evidence as to other defendants. (f) Notwithstanding § 15(d), if one or more notices 15.4 An appeal of appeal are filed from the Final Order and Judgment (including without limitation the Bar Order), Company shall have the right, in its sole and absolute discretion, to provide notice of postpone the occurrence of the Effective Date and the Parties shall thereafter be bound by this Agreement and shall perform their respective obligations as if the Date. If any Final Order and Judgment had been affirmed. If the Final Order and Judgment (including without limitation the Bar Order) approving this Agreement is not affirmed in their its entirety on any such appeal or discretionary review, the Company may, in its sole and absolute discretion, terminate this Agreement by delivering a notice of termination to Class Counsel. If Company does not elect to so terminate this Agreement, Company shall be entitled, in its sole and absolute discretion, to provide notice Counsel within thirty (30) Days of the occurrence of the Effective Date (if the Company has not already done so pursuant to the first sentence of this paragraph) and the Parties shall continue to be bound by this Agreement and shall perform their respective obligations hereunder as if the Final Order and Judgment had been affirmed in its entirety on such appeal appellate or discretionary reviewreview determination. (g) This Agreement shall terminate (the “Termination Date”) upon the earlier to occur of (i) termination of this Agreement by any Party pursuant to the terms hereof and (ii) the four-year anniversary of the Preliminary Approval Date. Effective on the Termination Date, the provisions of this Agreement shall immediately become void and of no further force and effect and there shall be no liability on the part of any of the Parties, except for willful or knowing breaches of this Agreement prior to the time of such termination; provided that in the event of a termination of this Agreement as contemplated by clause (ii) of this § 15(g), (B) the provisions of §§ 13(a), (b), (c), (d), (e)(1), (f), (g), (h) and §§ 18, 20 and 21 shall survive such termination indefinitely, (B) the provisions of § 7.10 and § 7.11 shall survive such termination only with respect to, and only for so long as is necessary to resolve, any Billing Disputes that are in the process of being resolved by the Billing Dispute External Review Board as of the date of such termination and any disputes described in § 7.11(a) that are being resolved pursuant to the Medical Necessity External Review Process as of the date of such termination and (C) the provisions of §§ 12.1 through 12.6 shall survive such termination only with respect to, and only for so long as is necessary to resolve, any Compliance Disputes that are in the process of being resolved by the Compliance Dispute Review Officer as of the date of such termination. In the event of termination of this Agreement as contemplated by clause (ii) of this § 15(g), Company agrees to file on the Termination Date a document (the “Certification”) with the Compliance Dispute Review Officer enumerating the items described elsewhere in this Agreement as required elements of such Certification. Company shall provide a copy of such Certification to the Physicians Advisory Committee. Upon the filing of the duly completed Certification by Company on the Termination Date, all of Company’s obligations under this Agreement shall be satisfied. No decision or ruling of the Compliance Dispute Review Officer shall have any force on the Parties after the Termination Date and Company shall be under no obligation to continue performance of any kind under this Agreement. Company may, in its sole and absolute discretion, elect to continue after the Termination Date, the implementation of various business practices described in this Agreement.