SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS

Transcription

1 SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS This Settlement Agreement and Release of Claims ( Agreement ) is entered into as of the last date of any signature below by and among: (a) (b) Swedish Health Services ( Swedish ), and Representative Plaintiff, as defined below, individually and as representative of the Plaintiff Class, as defined below. RECITALS A. Representative Plaintiff Chad J. Humphrey filed a lawsuit against Swedish in King County Superior Court under the caption Chad Humphrey v. Swedish Health Services, et al., No SEA (the Action ). In the Action, Representative Plaintiff makes allegations regarding, among other things, the amount and disclosure of Swedish s charges for Emergency Services. Representative Plaintiff alleges claims for Breach of Contract, Breach of the Covenant of Good Faith and Fair Dealing, Constructive Trust, Declaratory Judgment, Unjust Enrichment and Restitution, and violation of the Washington Consumer Protection Act. B. Swedish denies the material allegations in the Action and denies all liability with respect to the facts and claims alleged in the Action. Without admitting or conceding liability, Swedish now desires to settle the Action on the terms and conditions set forth in this Agreement to avoid the burden, expense, and uncertainty of continuing litigation and to put to rest all claims that were, or could have been, brought in the Action or in similar litigation based on the facts alleged in the Action. C. Class Counsel, as defined below, have analyzed and evaluated the merits of all parties contentions and the impact of this Agreement on the members of the Plaintiff Class, as defined below. Based on that analysis and evaluation, and recognizing the risks of continued litigation and the likelihood that the Action, if not settled now, may be protracted and will further delay any relief to the proposed classes, Representative Plaintiff and Class Counsel are satisfied that the terms and conditions of this Agreement are fair, reasonable, adequate, and equitable, and that a settlement of the Action on the terms described herein is in the best interests of the Plaintiff Class. NOW, THEREFORE, in consideration of the covenants and agreements set forth in this Agreement, Representative Plaintiff, the Plaintiff Class, and Swedish, for themselves and through their undersigned counsel, agree to the following settlement, subject to Court approval, under the following terms and conditions. I. DEFINITIONS 1.01 Action means the Action now pending under the caption Chad Humphrey v. Swedish Health Services, et al., No SEA Claim Payment means the amount to be paid to Eligible Claimants pursuant to paragraphs 2.01 through

2 1.03 Claims Deadline means the date by which Class Members must submit completed claim forms, which shall not be fewer than one hundred and twenty (120) days after the date established by the Court for the claims administrator to provide Class Notice Distribution Date means a date ninety (90) days from the date of Final Approval Eligible Claimant means a Class Member who complies fully with the claims submission requirements set forth in Paragraph 4.03 below, including the requirements of timely and complete submission Emergency Department means the emergency rooms located at Swedish s First Hill, Cherry Hill, Ballard, Issaquah, Edmonds, Redmond, and Mill Creek facilities Emergency Services means services rendered to Class Members by Swedish through an Emergency Department from July 31, 2006, through July 2, Final Approval means that all of the following have occurred: (a) (b) (c) The Court has entered the Settlement Order and Final Judgment; The Court has made its final award of attorneys fees and costs; and Thirty-one (31) calendar days have passed after entry of the Settlement Order and Final Judgment by the Court without any appeals of the Court s Final Judgment being filed, or, if appeals or requests for review have been taken, the time has passed for seeking further review after orders on appeal affirming the Settlement Order and Final Judgment, or review has been denied after exhaustion of all appellate remedies Financial Assistance or Charity Care means the program set forth in Swedish s Financial Assistance (Charity Care) policy that was in effect during the time period in which the Class Member received the services Parties means the Representative Plaintiff and Swedish. 2013: 1.11 Plaintiff Class means all persons who, from July 31, 2006, through July 2, (a) (b) (c) received Emergency Services through a Swedish Emergency Department; were not covered by insurance or government health care programs at the time of treatment; and did not receive a discount or waiver of any charges from Swedish. Class Plaintiff Class Members or Class Members means members of the Plaintiff 2

3 1.13 Plaintiffs means Representative Plaintiff and Plaintiff Class Members Plaintiff s Counsel or Class Counsel means Schroeter Goldmark & Bender and Barry L. Kramer Law Office Preliminary Approval means the Court has entered an order substantially in the form of Exhibit A to this Agreement, preliminarily approving the terms and conditions of this Agreement, including the manner of providing notice to the Plaintiff Class Prompt Payment means payment of all billed charges in full within thirty (30) days after the initial bill for Emergency Services was mailed or otherwise provided to the Class Member Released Claims means any and all claims, rights (including rights to restitution or reimbursement), demands, actions, causes of action, suits, liens, damages, attorneys fees, obligations, contracts, liabilities, agreements, costs, expenses or losses of any nature, whether known or unknown, direct or indirect, matured or unmatured, contingent or absolute, existing or potential, suspected or unsuspected, equitable or legal, and whether under federal statutory law, federal common law or federal regulation, or the statutes, constitutions, regulations, ordinances, common law, or any other law of any and all states or their subdivisions, parishes or municipalities that arise out of or relate in any way to the amount or disclosure of Swedish s Emergency Department charges, that have been, or could have been, brought in the Action, as well as any claims arising out of the same nucleus of operative facts as any of the claims asserted in the Action. In addition, with respect to Representative Plaintiff only, Released Claims includes all claims arising, out of any conduct or omissions occurring prior to the date of the Preliminary Approval that might be attributable to Swedish Released Parties means Swedish Health Services and Providence Health & Services and their respective affiliates, parents, direct and indirect subsidiaries, agents, insurers, and any company or companies under common control with any of them, and each of their respective predecessors, successors, past and present officers, directors, employees, agents, servants, accountants, attorneys, advisors, shareholders, insurers, representatives, partners, vendors, issuers, and assigns, or anyone acting on their behalf Representative Plaintiff means Chad Humphrey Settlement Order and Final Judgment means an order and judgment substantially in the form of Exhibit E to this Agreement, entered by the Court approving this Agreement as final and binding on the Representative Plaintiff, Class Members, and Released Parties The plural of any defined term includes the singular and the singular of any defined term includes the plural, as the case may be. II. GENERAL TERMS OF SETTLEMENT 2.01 Reduction of Charges. No Class Member shall owe more than 70% of the charges incurred by that Class Member for Emergency Services. Eligible Claimants who paid 3

4 more than 70% of their charges have a right to payment in the amount of the excess of their payment over 70% of their charges for Emergency Services in accordance with the procedures described more fully below Further Reduction of Charges for Class Members who Made Prompt Payment of their Charges. Any Class Member who made Prompt Payment of his or her charges for Emergency Services shall not owe more than 65% of those charges. Eligible Claimants who made Prompt Payment of their charges as shown by Swedish s records have a right to payment in the amount of the excess of their payment over 65% of their charges for Emergency Services in accordance with the procedures described more fully below. This payment is in lieu of, and not in addition to, payment under Paragraph Charity Care Evaluation. Any Class Member who received Emergency Services prior to July 3, 2013, and who did not apply for financial assistance under Swedish s Charity Care policy at the time they obtained those services may request in writing a determination of eligibility for Charity Care. Swedish shall mail an application for Charity Care to any Class Member who requests such a determination on the Claim Form within fourteen (14) days of receiving such request. If, after providing all information required by Swedish, the Class Member is found eligible for a discount under the Swedish Charity Care policy in effect during the time period in which the Class Member received the services, the Class Member shall owe no more than his or her charges for Emergency Services minus (i) the discount calculated under Paragraph 2.01 or (ii) the Charity Care discount, calculated from full charges, whichever is greater. Any Eligible Claimant who obtains a charity care determination under this paragraph has a right to payment in the amount by which such Eligible Claimant s payment for Emergency Services exceeds the smaller of (i) the discount calculated under Paragraph 2.01 or (ii) the Charity Care discount No Payments or Reissued Bills to Remaining Class Members. Only Class Members who qualify under Paragraphs and are Eligible Claimants will receive payments. Class Members who have paid nothing for their Emergency Services, or who have paid less than the amounts entitling them to payments as specified in the foregoing Paragraphs, shall not receive a payment. Such Class Members also will not receive a new bill restating the amount they owe. However, in accordance with Paragraph 2.01, the amount such Class Members owe is 70% of their charges for Emergency Services (less payments made) Settlement Administration. Settlement administration shall occur under the Court s supervision. The costs of settlement administration (including but not limited to the costs of class notice) shall be paid by Swedish. Tilghman & Co., P.C. ( T&C ) shall administer the settlement. Swedish will cooperate in the notice and administration process by providing to T&C addresses for the Class Members Payment of Fees, Costs and Expenses, and Service Awards. No later than thirty (30) days after entry of the Preliminary Approval Order, Class Counsel will apply to the Court for an award of attorneys fees, costs and expenses, and for the Representative Plaintiff service award. The total amount sought for attorneys fees, costs, and expenses will not exceed Six Hundred and Fifty Thousand Dollars ($650,000.00). The amounts sought as a service award for the Representative Plaintiff will not exceed $10,000. The service award shall be applied to 4

5 the Representative Plaintiff s outstanding bill, as adjusted in accordance with Paragraph 2.01, with the remainder, if any, payable to the Representative Plaintiff. Swedish agrees not to oppose Class Counsel s application for fees and service awards under this Paragraph. If Final Approval occurs, Swedish shall pay the total amount approved by the Court, not to exceed Six Hundred and Sixty Thousand Dollars ($660,000.00), in full and complete compensation for attorneys fees, costs, expenses, and Representative Plaintiff service awards. Any amount awarded shall be payable in the manner and at the time set forth in Paragraph III. SETTLEMENT APPROVAL AND CLASS NOTICE 3.01 Preliminary Approval. Within thirty (30) days of the complete execution of this Agreement, Representative Plaintiff will move for an order in the form of Exhibit A ( Preliminary Approval Order ), which, inter alia, grants the Court s Preliminary Approval of this Agreement; approves notices and claim forms substantially in the forms of Exhibits B, C, and D to the Plaintiff Class of the class action status and proposed settlement of the Action; and sets a hearing date to consider objections, if any, to the settlement and to enter the Settlement Order and Final Judgment. Swedish will not oppose the motion Limited Effect of Settlement. If this Agreement terminates or is nullified, the Action shall revert to the status that existed before execution of this Agreement. Thereafter, Representative Plaintiff shall be free to pursue any claims available to him, and Swedish shall be free to assert any defenses available to it. Nothing in this Agreement shall be argued or deemed to estop any party from the assertion of such claims and defenses Class Notice. The Parties will request that the Preliminary Approval Order direct that, within thirty (30) days of entry of the Preliminary Approval Order, Swedish shall provide notice of class certification and proposed settlement to all members of the class by the notice procedures set forth below Short Form Notice. T&C will provide notice to the affected Class Members via U.S. mail. Mailed notice will be provided by a short form notice sent via United States mail containing text substantially in the form of Exhibit B, accompanied by a Claim Form in substantially the form of Exhibit C. T&C shall be obliged to r any short form notice returned by the USPS with updated address information, and shall be obliged to run returned short form notices without updated address information through a skip tracing process before re mailing. Swedish shall not be obliged to direct T&C to take any further steps with respect to re mailing returned short form notices. The envelope or exterior of the short form notice shall bear the legend Official Court Notice of Class Action Settlement and a return address referencing Swedish Health Services Class Litigation Web Posting. T&C shall post a downloadable copy of a Notice and claim form, in the forms of Exhibit C and D, in.pdf format on a website it establishes. A claim form capable of electronic submission shall also be posted on the website. The Internet address of the website shall be included prominently on the short form notice described in Paragraph The website shall be active and accessible beginning on the date on which the transmittal of notice commences through the Distribution Date. 5

6 3.04 Submission of Exclusion Requests or Objections. Plaintiff will request that the Preliminary Approval Order direct that Class Members be allowed forty-five (45) days from the date of initial mailing of the letter notice (the Opt Out Period ) to request exclusion from the Class or to submit objections to the proposed settlement. Any re-sending of notice shall not extend the time for a Plaintiff Class Member to request exclusion or submit objections Termination Based on Exclusion Requests. The notice shall direct that exclusion requests, if any, be sent to T&C, which will provide periodic updates on exclusion requests to both Swedish and Class Counsel. Swedish, in its sole and absolute discretion, may elect to terminate this Agreement if (1) exclusion requests as provided for in the Preliminary Approval Order exceed five percent of the Class or (2) the total amounts owed to Swedish by Class Members requesting exclusion exceeds $50,000. Swedish may terminate under this Paragraph by providing written notice of termination to Class Counsel no later than seven (7) days before the hearing date set by the Court in the Preliminary Approval Order to consider objections, if any, to the settlement and to enter the Settlement Order and Final Judgment Entry of Final Judgment. Plaintiff will request that the Court (a) grant Final Approval and (b) enter judgment in accordance with this Agreement, in the form of Exhibit E, approving the Agreement as fair, reasonable, and adequate, and binding on all Class Members who have not excluded themselves, ordering that the Claim Payments be paid to Eligible Claimants (as set forth below in Paragraph 4.06), ordering that attorneys fees, costs, expenses, and Representative Plaintiff service award be paid in the amount approved by the Court, dismissing the Action with prejudice, and barring Class Members from bringing claims within the scope of the Released Claims. Swedish will not oppose the request Reporting. Within ninety (90) days of completing the distribution of payments in Section IV below, Swedish will provide the Court a report verifying its compliance with this Agreement to the date of the report. IV. DISTRIBUTION OF PAYMENTS 4.01 Responsibility for Distributions. Swedish will be responsible for making all distributions required under this Agreement. Swedish will have authority to make the computations necessary to determine the Claim Payment for each Eligible Claimant, as well as the authority to make all decisions reasonably necessary for the orderly implementation and administration of the Settlement Agreement and the distribution of all payments prescribed in this Agreement. Swedish shall have no liability for any computation or settlement administration decision made in good faith and not inconsistent with the express terms of this Agreement Distribution of Fees, Costs, Expenses, and Service Awards. No later than thirty (30) days after the date of Final Approval, and contingent on receipt of an IRS Form W-9, Swedish shall distribute attorneys fees, costs, expenses, and the Representative Plaintiff service award (after deducting for amounts owed by the Representative Plaintiff to Swedish) in an amount approved by the Court (not to exceed $660, in the aggregate) by a check or wire transfer (at Swedish s option) made payable to Class Counsel and delivered to Schroeter, Goldmark, & Bender. Swedish shall have no responsibility or liability for any failure of Schroeter, Goldmark, & Bender to deliver any share of fees or costs to any counsel claiming 6

7 some right to fees as a result of resolution of the Action or any payment to Representative Plaintiff. Swedish s obligations with respect to any fees, costs or payments to any of Class Counsel (or to any counsel not included in the definition of Class Counsel but claiming some right to fees as a result of resolution of the Action) or Representative Plaintiff shall be fully and forever discharged upon their payment to Class Counsel pursuant to this Paragraph. Other than Swedish s obligation to cause payment of the attorneys fees, costs, expenses, and Representative Plaintiff service award in an amount approved by the Court (not to exceed $660, in the aggregate), Swedish shall have no further obligations to Class Counsel or Representative Plaintiff Submission of Claims and Eligibility for Distribution. To be eligible for distribution of any Claim Payment pursuant to this Agreement, Class Members must submit a completed claim form, substantially in the form attached as Exhibit C. Class Members must submit completed claim forms via electronic submission or to the address set forth on the claim form by the Claims Deadline, i.e., a date specified in the notice, which shall be not fewer than one hundred and twenty (120) days after the date established by the Court for T&C to provide Class Notice as set forth in Paragraph Determination of Claims. Swedish may reject or deny any claims that Swedish deems incomplete or false based on Swedish records. If a Class Member s claim form is properly completed (including an affirmation under penalty of perjury that the Class Member satisfies the preconditions to payment), signed and submitted within the specified time, and Swedish does not deny the claim (or Swedish s direction is reversed, as set forth below), that Class Member will be deemed an Eligible Claimant entitled to the Claim Payment (if any) applicable to that Eligible Claimant, as computed based on Swedish s records. Inaccuracies in the location, date of service, or amount paid listed on the Claim Form shall not be deemed a material error or omission for purposes of determining whether a Claim Form has been properly completed and submitted. Failure to fully complete the Claim Form shall be deemed a material omission for purposes of determining whether a Claim Form has been properly completed and submitted. Each claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to the claimant s claim, and the claim will be subject to investigation and discovery under the Civil Rules to the extent the Court allows. No discovery shall be allowed on the merits of the Action or this Agreement in connection with processing of the claim forms Notification to Class Counsel and Claimants. No later than fourteen (14) days after the Claims Deadline, Swedish shall provide to Class Counsel the names and addresses of all Class Members submitting claims that Swedish has deemed incomplete. Any claims deemed incomplete may be resubmitted to Swedish no later than forty (40) days prior to the Distribution Date. No later than thirty (30) days before the Distribution Date, Swedish shall provide to Class Counsel (i) the names and addresses of Eligible Claimants whose claims have been approved, and the Claim Payment payable to each Eligible Claimant, and (ii) copies of all claim forms deemed not eligible, together with all supporting documents and a brief statement of the reason(s) why the claim has been disallowed, including any claim of falsity based on Swedish s records. Swedish may provide this information in such form or media as Swedish and Class Counsel reasonably agree, subject to approval by Swedish. By no later than the same date, Swedish shall also provide all Claimants whose claims have been deemed not eligible with a brief statement of the reason(s) why the claim has been disallowed, including any claim of falsity 7

8 based on Swedish s records, and the contact information for Class Counsel. Class Counsel will have the right to review the eligible and ineligible claims and supporting documents submitted to the claims administrator. If Class Counsel does not object in writing to Swedish s claims decisions and amounts within twenty (20) days after receipt, Class Counsel shall have no further right to object to Swedish s list of claims and amounts payable. Should Class Counsel timely object to the claims decision or computations, Swedish and Class Counsel promptly shall seek to resolve any dispute as to these computations. If they cannot reach agreement within ten (10) days of Swedish s receipt of a timely objection from Class Counsel, the Parties shall submit their disagreement to the Court or, upon mutual agreement, the Honorable Terry Lukens (ret.) for disposition. Distribution of undisputed amounts shall not be delayed pending the resolution of any disputes Manner of Distribution. Swedish shall make the payments required under this Paragraph on or before the Distribution Date by check. Swedish shall not have any obligation to re mail any check returned after a mailing in accordance with this Paragraph unless the check is returned by the USPS with updated address information. V. RELEASES 5.01 Sole and Exclusive Remedy. This settlement shall be the sole and exclusive remedy for any and all Released Claims against the Released Parties. Each Class Member (including anyone claiming by or through him or her) shall be barred from initiating, asserting, or prosecuting the Released Claims Class Release to Released Parties. Effective upon Final Approval, Representative Plaintiff, for himself and as the representative of the Plaintiff Class, and on behalf of each Class Member who has not timely opted out and each of their respective agents, successors, heirs, assigns, and any other person who can claim by or through them in any manner, shall have fully, finally, and forever irrevocably released, relinquished, and forever discharged with prejudice all Released Claims against the Released Parties Individual Release by Representative Plaintiff. Effective upon Final Approval, the Representative Plaintiff, for himself and on behalf of his agents, successors, heirs, assigns, and any other person who can claim by or through him in any manner, shall have fully, finally, and forever irrevocably released, relinquished and forever discharged with prejudice all Released Claims as set forth in Paragraph VI. MISCELLANEOUS PROVISIONS 6.01 Settlement Purpose of Agreement. This Agreement is governed by the terms of Evidence Rule 408 and is for settlement purposes only, and neither the fact of, nor any provision contained in this Agreement or its attachments, nor any action taken hereunder shall constitute, be construed as, or be admissible in evidence as, any admission of the validity of any claim, defense or any fact alleged by any of the Parties in the Action or in any other pending or subsequently filed action or of any wrongdoing, fault, violation of law, or liability of any kind on the part of any party, or admission by any party of any claim, defense or allegation made in the Action or any other action, nor as an admission by any of Swedish, the Representative Plaintiff, 8

9 Plaintiff Class Members, or Class Counsel of the validity of any fact or defense asserted against them in the Action or any other action. If the Court should for any reason fail to approve this Agreement in the form agreed to by the Parties, decline to enter the Settlement Order and Judgment in the form of Exhibit E, or impose any condition to approval of the settlement to which the Parties do not consent, or if the Settlement Order and Judgment is reversed or rendered void, then (a) this Agreement shall be considered null and void, (b) neither this Agreement nor any of the related negotiations shall be of any force or effect, and (c) all Parties to this Agreement shall stand in the same position, without prejudice, as if the Agreement had been neither entered into nor filed with the Court. Invalidation of any portion of this Agreement shall invalidate this Agreement in its entirety unless the Parties agree in writing that the remaining provisions shall remain in full force and effect. Upon nullification of this Agreement, Representative Plaintiff shall be free to pursue any claims available to him, and Swedish shall be free to assert any defenses available to it. In the event the Court should for any reason fail to approve this Agreement in the form agreed to by the Parties, decline to enter the Settlement Order and Judgment in the form of Exhibit E, or impose any condition to approval of the settlement to which the Parties do not consent, or if the Settlement Order and Judgment is reversed or rendered void, the parties will negotiate in good faith to address the issues raised by said events, including seeking mediation with Judge Lukens Cooperation. The Parties and their counsel will cooperate fully in the process of seeking settlement approval. Class Counsel warrant and agree they will take all steps necessary to obtain and implement Final Approval of this Agreement, to defend the Settlement Order and Final Judgment through all stages of any appeals that may be taken (regardless of who prosecutes the appeal), to give Swedish full and final peace from further prosecution of the Released Claims, and to give the Class Members the benefits they enjoy under this Agreement Governing Law. This Agreement is intended to and shall be governed by the laws of the State of Washington, without regard to its rules regarding conflict of laws Entire Agreement. The terms and conditions set forth in this Agreement constitute the complete and exclusive statement of the agreement between the Parties relating to the subject matter of this Agreement, superseding all previous negotiations and understandings, whether oral or in writing, express or implied, and may not be contradicted by evidence of any prior or contemporaneous agreement, subject only to the agreement regarding the number of exclusion requests that permits Swedish to terminate this Agreement at its sole discretion pursuant to Paragraph Any modification of the Agreement that may adversely affect Class Members substantive rights must be in writing and signed by Representative Plaintiff and Swedish; any other modification of the Agreement must be in writing and signed by Class Counsel and Swedish Construction of Agreement. The determination of the terms of, and the drafting of, this Agreement has been by mutual agreement after extensive negotiation, with consideration by and participation of counsel for all Parties. The Agreement shall be construed according to the fair intent of the language taken as a whole, and not for or against any party Public Statements. Neither the Parties nor their counsel shall make any commentary about this Agreement before notice is sent to the Plaintiff Class, except in filed 9

10 settlement approval papers or as may be required in Swedish s bond filings. The parties and their counsel further agree to refrain from disparaging one another, the practices at issue in the Action, and/or this Agreement. Nothing in this Paragraph will prohibit anyone from discussing documents that are in the public record in this case with Class Members, objectors, and/or their counsel Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors and assigns Waiver. The waiver by one party of any provision or breach of this Agreement shall not be deemed a waiver of any other provision or breach of this Agreement Effectiveness of Agreement; Counterparts. This Agreement shall become effective upon its execution by all of the persons for whom signature spaces have been provided below. The Parties and their counsel may execute this Agreement in counterparts (any one or all of which may be facsimile copies), and execution in counterparts shall have the same force and effect as if all signatories had signed the same document Use and Retention of Information. The list of Eligible Claimants names, addresses, and corresponding Distribution Payments referred to in Paragraph 4.05 of this Agreement, any claim forms submitted under Paragraph 4.03, and any other documentation containing the names and/or addresses of Swedish s patients, may be used only for purposes of implementing this Agreement. All such information shall be returned to Swedish s counsel within thirty (30) days of the Distribution Date or, in the event of claims disputed under Paragraph 4.05, within (30) days of the resolution of the dispute, whichever is later Continuing Jurisdiction. The Court shall retain exclusive and continuing jurisdiction over this Agreement and over all Parties and Class Members to interpret, effectuate, enforce, and implement this Agreement. The Court shall have exclusive jurisdiction to resolve any disputes involving this Agreement, subject to the dispute resolution mechanism set forth in Paragraphs Authority. Each individual signing this Agreement on behalf of a corporate party warrants that he or she has the authority to enter into this Agreement on behalf of the party for which that individual signs Assignment; Third Party Beneficiaries. None of the rights, commitments, or obligations recognized under this Agreement may be assigned by any member of the Plaintiff Class without the express written consent of the other Parties. The representations, warranties, covenants, and agreements contained in this Agreement are for the sole benefit of the Parties and shall not be construed to confer any right or to afford any remedy to any other person Communications. Any communications to the Parties relating to this Agreement shall be sent to all counsel signing this Agreement on behalf of the Parties. 10

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