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<br />15 <br /> <br /> <br />any tax claim, dispute, investigation, audit, examination, contest, litigation, or other <br />proceeding relating to this Agreement. <br />3. The State, on behalf of itself and Participating Subdivisions, shall designate one of <br />its officers or employees to act as the “appropriate official” within the meaning of <br />Treasury Regulations Section 1.6050X-1(f)(1)(ii)(B) (the “Appropriate Official”). <br />4. For the avoidance of doubt, neither Janssen nor the State and Participating <br />Subdivisions make any warranty or representation to any Settling jurisdiction or <br />Releasor as to the tax consequences of the payment of the Compensatory Restitution <br />Amount (or any portion thereof). <br />D. No Third-Party Beneficiaries. Except as expressly provided in this Agreement, no portion of <br />this Agreement shall provide any rights to, or be enforceable by, any person or entity that is <br />not the State or a Released Entity. The State may not assign or otherwise convey any right to <br />enforce any provision of this Agreement. <br />E. Calculation. Any figure or percentage referred to in this Agreement shall be carried to seven <br />decimal places. <br />F. Construction. None of the Parties and no Participating Subdivision shall be considered to be <br />the drafter of this Agreement or of any of its provisions for the purpose of any statute, case <br />law, or rule of interpretation or construction that would or might cause any provision to be <br />construed against the drafter of this Agreement. The headings of the provisions of this <br />Agreement are not binding and are for reference only and do not limit, expand, or otherwise <br />affect the contents or meaning of this Agreement. <br />G. Cooperation. Each Party and each Participating Subdivision agrees to use its best efforts and <br />to cooperate with the other Parties and Participating Subdivisions to cause this Agreement <br />and the Consent Judgment to become effective, to obtain all necessary approvals, consents <br />and authorizations, if any, and to execute all documents and to take such other action as may <br />be appropriate in connection herewith. Consistent with the foregoing, each Party and each <br />Participating Subdivision agrees that it will not directly or indirectly assist or encourage any <br />challenge to this Agreement or the Consent Judgment by any other person, and will support <br />the integrity and enforcement of the terms of this Agreement and the Consent Judgment. <br />H. Entire Agreement. This Agreement, its exhibits and any other attachments embodies the <br />entire agreement and understanding between and among the Parties and Participating <br />Subdivisions relating to the subject matter hereof and supersedes (1) all prior agreements <br />and understandings relating to such subject matter, whether written or oral and (2) all <br />purportedly contemporaneous oral agreements and understandings relating to such subject <br />matter. <br />I. Execution. This Agreement may be executed in counterparts and by different signatories on <br />separate counterparts, each of which shall be deemed an original, but all of which shall <br />together be one and the same Agreement. One or more counterparts of this Agreement may <br />be delivered by facsimile or electronic transmission with the intent that it or they shall