Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Article 1 shall have the meanings given to them elsewhere in this Agreement. 1.1 "Agreement" means this Settlement Agreement and Mutual Release, including all exhibits and schedules attached hereto, as the same may be amended or supplemented from time to

ARTICLE 2 — SETTLEMENT PAYMENT 2.1 Settlement Amount. In full and final settlement of all claims, counterclaims, demands, and causes of action asserted or that could have been asserted in the Litigation or otherwise arising out of or relating to the Surcharge Dispute, the MSA (including Section 7.4, Exhibit C, and the Surcharge Methodology), and the Disputed Period, Nexford shall pay to Cardinal Peak the aggregate su

ARTICLE 3 — MUTUAL RELEASES 3.1 Release by Cardinal Peak. Effective upon receipt by Cardinal Peak of the First Installment payment described in Section 2.2(a), Cardinal Peak, on behalf of itself and each of the Cardinal Peak Released Parties, hereby irrevocably and unconditionally releases, acquits, and forever discharges each of the Nexford Released Parties from any and all claims, demands, actions, causes of action

ARTICLE 4 — DISMISSAL OF LITIGATION 4.1 Stipulation of Dismissal. Within five (5) business days following the Effective Date, counsel for the Parties shall jointly prepare, execute, and file with the Circuit Court of Cook County, Illinois, a Stipulation of Dismissal with Prejudice of all claims and counterclaims pending in the Litigation, Case No. 2022-L-008471, in a form substantially consistent with the requirement

ARTICLE 5 — TERMINATION OF THE MSA 5.1 MSA Termination. The MSA (MSA-NIH-CPI-2020-001, dated January 15, 2020) shall terminate by mutual agreement of the Parties effective as of August 31, 2023 (the "MSA Termination Date"). Promptly following the execution of this Agreement, and in any event no later than August 25, 2023, the Parties shall negotiate in good faith and execute a separate Mutual Termination Agreement, i

ARTICLE 6 — CONFIDENTIALITY 6.1 Confidential Treatment. The Parties agree that the existence and terms of this Agreement, including without limitation the Settlement Amount, the payment schedule, the nature and scope of the mutual releases, and all related negotiations, mediation proceedings, communications, and documents exchanged in connection therewith, shall be treated as strictly confidential and shall not be di

ARTICLE 7 — REPRESENTATIONS AND WARRANTIES 7.1 Representations of Nexford. Nexford hereby represents and warrants to Cardinal Peak, as of the Effective Date, as follows: (a) Organization and Good Standing. Nexford is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, and operate its properties

ARTICLE 8 — INDEMNIFICATION 8.1 Mutual Indemnification. Each Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its respective Released Parties (each, an "Indemnified Party") from and against any and all losses, claims, damages, liabilities, judgments, settlements, costs, and expenses (including without limitation reasonable attorneys' fees, expert witness fees, and costs

ARTICLE 9 — MISCELLANEOUS PROVISIONS 9.1 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Illinois, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of