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UNH » Topics » 7.1 Stay And Dismissal Of Oxford Action

This excerpt taken from the UNH 10-K filed Feb 11, 2009.

7.1 Stay And Dismissal Of Oxford Action

Promptly following the Execution Date, the Parties jointly shall request from the court in the Oxford Action a stay of proceedings pending the Effective Date, and until the Effective Date. Upon the occurrence of the Effective Date, the Parties jointly

 

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shall move to dismiss the Oxford Action with prejudice. In the event that this Settlement Agreement is terminated or the Effective Date does not occur, the stay shall be vacated and the Oxford Action shall proceed as though the Settlement Class has never been certified.

 

8. Application Of Settlement Agreement To Self-Funded Plans

No provision of this Settlement Agreement relating to Defendants’ conduct following the Preliminary Approval Date shall apply to a Self-Funded Plan where that plan does not consent to such provisions. The Company shall make reasonable efforts to obtain consent from Self-Funded Plans to the provisions of this Settlement Agreement.

 

9. Compliance With Applicable Laws And Requirements Of Government Contracts

The obligations undertaken in this Settlement Agreement shall be fulfilled by Defendants to the extent permissible under applicable laws and regulations, the terms and conditions of current and future government contracts, and applicable government directives, and it is expressly agreed and understood that compliance with such obligations is excused to the extent compliance would be contrary to such laws, regulations, and government contracts or directives. To the extent that any governmental approval is required for Defendants to fulfill an obligation under this Settlement Agreement, such Defendants shall make reasonable efforts to obtain any necessary approvals from the appropriate governmental entities.

 

10. Commitment To Support And Communications With Settlement Class Members

The Parties agree that it is in their best interests to: (i) consummate this Settlement Agreement and all the terms and conditions contained herein; (ii) cooperate with each other; (iii) take all actions reasonably necessary to obtain Court approval of this Settlement Agreement and entry of the orders of the Court that are required to implement its provisions; and (iv) support this Settlement Agreement in accordance with, and subject to, the provisions of this Settlement Agreement.

Settlement Class Counsel and Settling Plaintiffs shall make every reasonable effort to encourage putative Settlement Class Members to participate and not to Opt-Out pursuant to Section 14.1 of this Settlement Agreement. Settling Plaintiffs, Settlement Class Counsel, and Defendants agree that Defendants may communicate with putative Settlement Class Members regarding the provisions of this Settlement Agreement, so long as such communications are not inconsistent with the terms of this Settlement Agreement. The Parties agree that from the Notice Date until the Effective Date, Defendants shall refer all Settlement Class Member inquiries concerning the Settlement to the Claims Administrator identified in the Mailed Notice and Published Notice. Nothing contained herein, however, shall prevent Defendants from communicating with Settlement Class Members in the ordinary course of Defendants’ business.

 

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11. Preliminary Approval Of Settlement

Within ten (10) business days following the Execution Date, Settling Plaintiffs shall submit to the Court a joint motion for entry of the Preliminary Approval Order, substantially in the form annexed hereto as Exhibit 1, accompanied by a copy of this Settlement Agreement and a memorandum in support of the motion, which, among other things, asks the Court to:

 

  (a) Conditionally certify the Settlement Class (solely for the purpose of certifying the Settlement Class for settlement, Defendants agree not to present or pursue any of their individualized affirmative and negative defenses to the claims in any of the complaints Settling Plaintiffs filed in the Actions);

 

  (b) Find that the Settling Plaintiffs who are representative plaintiffs as set out in the Preliminary Approval Order fairly and adequately represent the interests of the Settlement Class and have claims typical of Settlement Class Members and provisionally designate them as representatives for the Settlement Class (solely for the purpose of certifying the Settlement Class for settlement, Defendants agree not to present or pursue any of their affirmative and negative defenses to the claims of Settling Plaintiffs in any of the complaints filed in the Actions);

 

  (c) Find preliminarily that Settlement Class Counsel fairly and adequately represent the interests of the Settlement Class, and provisionally designating Settlement Class Counsel;

 

  (d) Find that the terms of the Settlement contemplated by this Settlement Agreement fall within the range of possible approval, and therefore order that the Settlement Agreement be preliminarily approved;

 

  (e) Schedule a Final Settlement Hearing to determine the fairness of the Settlement Agreement;

 

  (f) Approve the Mailed Notice and the Published Notice, which the Parties agree is appropriate settlement notice and is reasonably calculated to apprise Settlement Class Members of the pendency of the Actions, the Settlement Agreement, and their rights under the Settlement Agreement;

 

  (g) Approve the Claims Administrator designated pursuant to Section 15.2 of this Settlement Agreement, and direct that the Claims Administrator perform the functions described in this Settlement Agreement;

 

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  (h) Direct the Claims Administrator to mail, via first class postage, to the last-known address of all Settling Plaintiffs and Settlement Class Members, the Mailed Notice within one hundred twenty (120) days of the Preliminary Approval Date;

 

  (i) Direct the Claims Administrator to publish the Published Notice no more than three (3) times in the legal notices section in USA Today within thirty-five (35) days of the Notice Date. All costs and expenses associated with disseminating the Mailed Notice or the Published Notice shall be paid solely out of the Settlement Account; and

 

  (j) Find that the Parties have complied fully with the notice provisions pursuant to the Class Action Fairness Act of 2005, 28 U.S.C. § 1715.

 

12. Designated Recipients For Notices Under Settlement Agreement

The Persons designated to receive notices under this Settlement Agreement are as follows, unless notification of any change to such designation is given to each other Party hereto in writing pursuant to this Section:

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