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<br />10 <br /> <br /> <br />E. Representation and Warranty. The signatories hereto on behalf of the State expressly <br />represent and warrant that they will obtain on or before the Effective Date (or have obtained) <br />the authority to settle and release, to the maximum extent of the State’s power, all Released <br />Claims of (1) the State; (2) all past and present executive departments, state agencies, <br />divisions, boards, commissions and instrumentalities with the regulatory authority to enforce <br />state and federal controlled substances acts; (3) any of the State’s past and present executive <br />departments, agencies, divisions, boards, commissions and instrumentalities that have the <br />authority to bring Claims related to Covered Conduct seeking money (including abatement <br />and/or remediation) or revocation of a pharmaceutical distribution license; and (4) any <br />Participating Subdivisions. For the purposes of clause (3) above, executive departments, <br />agencies, divisions, boards, commissions, and instrumentalities are those that are under the <br />executive authority or direct control of the State’s Governor. Also, for the purposes of clause <br />(3), a release from the State’s Governor is sufficient to demonstrate that the appropriate <br />releases have been obtained. <br />F. Effectiveness. The releases set forth in the Agreement shall not be impacted in any way by <br />any dispute that exists, has existed, or may later exist between or among the Releasors. Nor <br />shall such releases be impacted in any way by any current or future law, regulation, <br />ordinance, or court or agency order limiting, seizing, or controlling the distribution or use of <br />the settlement funds or any portion thereof, or by the enactment of future laws, or by any <br />seizure of the settlement funds or any portion thereof. <br />G. Cooperation. Releasors (i) will not encourage any person or entity to bring or maintain any <br />Released Claim against any Released Entity and (ii) will reasonably cooperate with and not <br />oppose any effort by a Released Entity to secure the prompt dismissal of any and all <br />Released Claims. <br />H. Non-Released Claims. Notwithstanding the foregoing or anything in the definition of <br />Released Claims, the Agreement does not waive, release or limit any criminal liability, <br />Claims for any outstanding liability under any tax or securities law, Claims against parties <br />who are not Released Entities, Claims by private individuals and any claims arising under <br />the Agreement for enforcement of the Agreement. <br />V. Monetary Relief and Payments <br />A. Participation. As consideration for the releases from the State and Participating <br />Subdivisions provided in Section IV above and the Settlement Participation Forms specified <br />in Section VII and Exhibit B below, the State represents and warrants that, subject to the <br />holdback provision in subsection V.D below, it will obtain and deliver (or cause to be <br />obtained and delivered) to Janssen, within one hundred ten (110) days after the Effective <br />Date or such later date as the parties may agree, executed Settlement Participation Forms for <br />all Litigating Subdivisions and all Non-Litigating Subdivisions listed on Exhibit F. <br />B. Conditions to Effectiveness of Agreement . If the State is able to obtain and deliver executed <br />Settlement Participation Forms for all Litigating Subdivisions listed on Exhibit F to Janssen <br />within one hundred ten (110) days after the Effective Date or such later date as the parties <br />may agree, this Agreement shall become effective. If the State is unable to obtain and