CONDITIONS OF SETTLEMENT AND EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 10.1 Class Plaintiffs and the Settlement Class Members, through Co-Lead Counsel, and Settling Defendant, through Settling Defendant’s Counsel, shall each have the right to terminate this Settlement in each of their separate discretions by providing written notice to the other of an election to do so (“Termination Notice”) within 30 days following any of the following events: (i) the Court enters an order declining to enter the Preliminary Approval Order in any material respect; (ii) the Court enters an order refusing to approve this Agreement or any material part of it; (iii) the Court enters an order declining to enter the Final Judgment and Order of Dismissal in any material respect; or (iv) the Final Judgment and Order of Dismissal is modified or reversed by a court of appeal or any higher court in any material respect. Settling Defendant shall have no right to seek reimbursement from any Person for the expenses actually incurred or due and owing for the Settlement Class Notice and Administration Expenses, Taxes, or Tax Expenses. For the avoidance of doubt, the Court’s determination as to the Fee and Expense Application, the Fee and Expense Award, and/or any Plan of Allocation, or any determination on appeal from any such order, shall not provide grounds for termination of this Settlement Agreement or Settlement. 10.2 If, prior to the Fairness Hearing, one or more putative members of the Settlement Class timely submit a Request for Exclusion, the processes set forth in this Paragraph shall apply. Such persons who timely request exclusion from the Settlement Class with respect to Settling Defendant, shall be excluded from the Settlement Class with respect to all other Defendants. (a) Co-Lead Counsel shall provide a list of those Persons, if any, who have filed a Request for Exclusion, together with all such Requests for Exclusion, to Settling Defendant within five (5) business days of the deadline set by the Court for the filing of Requests for Exclusion. If, after Settling Defendant receives the list of Persons who filed Requests for Exclusion, it decides to request some relief, the Parties shall first meet and confer in good faith. If the Parties are unable to reach agreement and Settling Defendant asserts that the total Requests for Exclusion represent a material portion of transactions during the Settlement Class Period that would be eligible for compensation under the Settlement, and their exclusion would materially reduce the value of the Settlement to Settling Defendant (the “Materiality Threshold”), then Settling Defendant may present the issue of whether the total Requests for Exclusion meet the Materiality Threshold and, if so, the issue of the appropriate remedy to an independent and neutral mediator (the “Mediator”) to be selected in good faith by mutual agreement of the Settling Parties and all other Defendant(s) whose settlement agreements are submitted for approval simultaneously with this Settlement Agreement (the “Additional Settling Defendants”). The Mediator’s determinations, which shall be made after a consolidated mediation involving the Settling Parties and each Additional Settling Defendant who seeks mediation under Paragraph 10.2(a) of its Settlement Agreement, shall be binding on the Settling Parties. (b) The Mediator shall have sole discretion to determine what, if any, reduction remedy is warranted due to a material impact on the value of the Settlement to Settling Defendant by the Requests for Exclusion. If the Mediator in his sole discretion selects some reduction as the appropriate remedy, he or she may not provide for a reduction in the Settlement Amount greater than a one-to-one ratio: that is, the Mediator may not reduce the Settlement Amount by more than the amount the Persons who have filed Requests for Exclusion would likely have been eligible to receive collectively (but for their exclusion) from the Settlement Fund. The Mediator is not required to grant any reduction or to impose a one-to-one ratio if he determines no such reduction is appropriate. (c) In the event the Mediator determines some reduction is appropriate, the amount of the reduction shall be paid to Settling Defendant from the Settlement Fund. (d) In the alternative to seeking a reduction, Settling Defendant may seek to terminate the Settlement if, upon application from Settling Defendant, the Mediator determines in his sole discretion that the reduction remedy is not adequate to preserve the essential benefits of the Settlement to Settling Defendant. Any application by Settling Defendant for termination relief under this Paragraph must be made in writing within 14 days following the receipt from Class Plaintiffs of the list of Persons who filed Requests for Exclusion and accompanying information required to be provided pursuant to Paragraph 10.2(a), or within 7 days of a determination on the reduction remedy by the Mediator, whichever is later. If Settling Defendant elects to terminate the Settlement, any termination shall be effected solely in accordance with the termination provisions of this Agreement. (e) The Parties and their respective counsel agree that they will make no effort to solicit or otherwise encourage potential Settlement Class Members to exclude themselves. 10.3 Unless otherwise ordered by the Court, in the event that the Stipulation is not approved by the Court or the Settlement set forth in the Stipulation is terminated or fails to become effective in accordance with its terms, the Parties shall not forfeit or waive any factual or legal claim, defense, or contention in the Action. In such event, (i) the terms and provisions of the Agreement, with the exception of Paragraphs 5.2, and 10.4, shall have no further force and effect with respect to the Releasing Parties and shall not be used in this Action or in any other proceeding for any purpose;
Appears in 2 contracts
Sources: Settlement Agreement, Settlement Agreement
CONDITIONS OF SETTLEMENT AND EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 10.1 Class Plaintiffs 10.1. The Effective Date of the Stipulation shall be conditioned on the occurrence of all of the following events:
10.1.1. execution of this Stipulation and such other documents as may be required to obtain final Court approval of the Stipulation;
10.1.2. the Settlement Class MembersAmount has been deposited into the Escrow Account as provided by Paragraph 3.1;
10.1.3. no Settling Party has exercised its option to terminate the Stipulation pursuant to Paragraph 10.2;
10.1.4. the Court has entered the Preliminary Approval Order; and
10.1.5. the Court has entered the Judgment and Order of Dismissal that, inter alia, dismisses with prejudice the Action as to Alcon.
10.2. Plaintiffs, through Co-Lead Counsel, and Settling DefendantAlcon, through Settling DefendantAlcon’s Counselcounsel, shall shall, in each of their separate discretions, have the right to terminate the Settlement set forth in this Settlement in each of their separate discretions Agreement by providing written notice to the other of an their election to do so (“Termination Notice”) to all other Parties hereto within 30 thirty (30) days following any of the following eventsdate on which: (i) the Court enters an order declining to enter the Preliminary Approval Order in any material respect; (ii) the Court enters an order refusing to approve this Settlement Agreement or any material part of it; (iii) the Court enters an order declining to enter the Final Judgment and Order of Dismissal in any material respect; or (iv) the Final Judgment and Order of Dismissal is modified or reversed by a court of appeal or any higher court in any material respect. Settling Defendant shall have no right to seek reimbursement from any Person for the expenses actually incurred or due and owing for the Settlement Class Notice and Administration Expenses, Taxes, or Tax Expenses. For the avoidance of doubtNotwithstanding this paragraph, the Court’s determination as to the Fee and Expense Application, the Fee and Expense AwardPlaintiffs’ Service Award Application, and/or any Plan of Allocation, or any determination on appeal from any such order, shall not provide grounds for termination of this Settlement Agreement or Settlement. Alcon shall have the option, in its sole discretion, to terminate the Settlement set forth in this Settlement Agreement if more than 5% of the putative members of the Settlement Class timely exercise their rights to be excluded from the Settlement Class pursuant to the processes set forth in Paragraph 10.4 (“Opt-Outs”). Any disputes regarding the application of any aspect of this Paragraph 10.2, including the calculation of the percentage of excluded class member, shall be resolved by the Court, with Plaintiffs, Alcon, and the Opt-Outs all having the opportunity to be heard.
10.2 10.3. The Settlement is non-recapture, i.e., not a claims-made settlement. As of the Effective Date, Alcon shall not have any right to the return of the Settlement Fund or any portion thereof for any reason. Upon the occurrence of all of the events referenced in Paragraph 10.1, any and all remaining interest or right of Alcon, if any, in or to the Settlement Fund shall be absolutely and forever extinguished. If all of the conditions specified in Paragraph 10.1 are not met, then the Stipulation shall be canceled and terminated subject to Paragraph 10.6, unless Lead Counsel and counsel for Alcon mutually agree in writing to proceed with the Settlement.
10.4. If, prior to the Fairness Settlement Hearing, one or more putative members of the Settlement Class timely submit a Request for Exclusionexercise their rights to be excluded from the Settlement Class, the processes set forth in this Paragraph paragraph shall apply. Such persons Any Settlement Class Member who timely does not request exclusion from the Settlement has the right to object to the Settlement. Settlement Class with respect Members may not both object and opt out of the Settlement. Any Settlement Class Member who wishes to Settling Defendant, shall be excluded from object must timely submit an objection before the Settlement Class with respect to all other Defendants.
(a) Co-Lead Counsel shall provide a list of those Persons, if any, who have filed a Request for Exclusion, together with all such Requests for Exclusion, to Settling Defendant within five (5) business days of the deadline set by the Court for the filing of Requests for Exclusion. If, after Settling Defendant receives the list of Persons who filed Requests for Exclusion, it decides to request some relief, the Parties shall first meet and confer in good faithHearing. If the Parties are unable to reach agreement and Settling Defendant asserts that the total Requests for Exclusion represent a material portion of transactions during the Settlement Class Period that would be eligible Member submits both an objection and a written request for compensation under the Settlement, and their exclusion would materially reduce the value of the Settlement to Settling Defendant (the “Materiality Threshold”), then Settling Defendant may present the issue of whether the total Requests for Exclusion meet the Materiality Threshold and, if so, the issue of the appropriate remedy to an independent and neutral mediator (the “Mediator”) to be selected in good faith by mutual agreement of the Settling Parties and all other Defendant(s) whose settlement agreements are submitted for approval simultaneously with this Settlement Agreement (the “Additional Settling Defendants”). The Mediator’s determinations, which shall be made after a consolidated mediation involving the Settling Parties and each Additional Settling Defendant who seeks mediation under Paragraph 10.2(a) of its Settlement Agreement, shall be binding on the Settling Parties.
(b) The Mediator shall have sole discretion to determine what, if any, reduction remedy is warranted due to a material impact on the value of the Settlement to Settling Defendant by the Requests for Exclusion. If the Mediator in his sole discretion selects some reduction as the appropriate remedyexclusion, he or she may shall be deemed to have requested exclusion and shall not provide for a reduction in be bound by the Agreement if approved by the Court and the objection will not be considered by the Court. There is no reversion of the Settlement Amount greater than a oneor Opt-to-one ratio: that is, Out reduction to Alcon or any other person or entity funding the Mediator may not reduce the Settlement Amount by more than the amount the Persons who have filed Requests for Exclusion would likely have been eligible to receive collectively (but for their exclusion) from the Settlement Fundsettlement.
10.5. The Mediator is not required to grant any reduction or to impose a one-to-one ratio if he determines no such reduction is appropriate.
(c) In the event the Mediator determines some reduction is appropriate, the amount of the reduction shall be paid to Settling Defendant from the Settlement Fund.
(d) In the alternative to seeking a reduction, Settling Defendant may seek to terminate the Settlement if, upon application from Settling Defendant, the Mediator determines in his sole discretion that the reduction remedy is not adequate to preserve the essential benefits of the Settlement to Settling Defendant. Any application by Settling Defendant for termination relief under this Paragraph must be made in writing within 14 days following the receipt from Class Plaintiffs of the list of Persons who filed Requests for Exclusion and accompanying information required to be provided pursuant to Paragraph 10.2(a), or within 7 days of a determination on the reduction remedy by the Mediator, whichever is later. If Settling Defendant elects to terminate the Settlement, any termination shall be effected solely in accordance with the termination provisions of this Agreement.
(e) The Parties and their respective counsel agree that they will make no effort to solicit suggest, solicit, facilitate, or otherwise encourage potential Settlement Class Members to exclude themselvesthemselves from the Settlement.
10.3 10.6. Unless otherwise ordered by the Court, in the event the Stipulation shall terminate as set forth herein or shall not become effective by order of Court, counsel for Alcon or Lead Counsel shall provide notice to the Escrow Agent and within five (5) business days after written notification, the Settlement Fund, less up to $500,000 in Class Notice and Administration Expenses, Taxes, and Tax Expenses reasonably and actually incurred, shall be refunded pursuant to written instructions from counsel for Alcon. At the written direction of counsel for Alcon, the Escrow Agent or its designee shall apply for any tax refund owed on the Settlement Fund and pay the proceeds, after deduction of any expenses incurred in connection with such application(s) for refund.
10.7. Except as otherwise provided herein, in the event that the Stipulation is not approved by the Court or the Settlement set forth in the Stipulation is terminated or fails to become effective in accordance with its terms, the Releasing Parties shall not forfeit or waive any factual or legal claim, defense, or contention in the Action. In such event, (i) the terms and provisions of the Agreement, with the exception of Paragraphs 5.2, and 10.4, shall have no further force and effect with respect to the Releasing Parties and shall not be used in this Action or in any other proceeding for any purpose;.
Appears in 1 contract
Sources: Settlement Agreement
CONDITIONS OF SETTLEMENT AND EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 10.1 Class Plaintiffs 10.1. The Effective Date of the Stipulation shall be conditioned on the occurrence of all of the following events:
10.1.1. execution of this Stipulation and such other documents as may be required to obtain final Court approval of the Stipulation;
10.1.2. ABB’s initial contribution of the Settlement Class MembersAmount has been deposited into the Escrow Account as provided by Paragraph 3.1;
10.1.3. no Settling Party has exercised its option to terminate the Stipulation pursuant to Paragraph 10.2;
10.1.4. the Court has entered the Preliminary Approval Order; and
10.1.5. the Court has entered the Judgment and Order of Dismissal that, inter alia, dismisses with prejudice the Action as to ABB.
10.2. Plaintiffs, through Co-Lead Counsel, and Settling DefendantABB, through Settling DefendantABB’s Counselcounsel, shall shall, in each of their separate discretions, have the right to terminate the Settlement set forth in this Settlement in each of their separate discretions Agreement by providing written notice to the other of an their election to do so (“Termination Notice”) to all other Parties hereto within 30 thirty (30) days following any of the following eventsdate on which: (i) the Court enters an order declining to enter the Preliminary Approval Order in any material respect; (ii) the Court enters an order refusing to approve this Settlement Agreement or any material part of it; (iii) the Court enters an order declining to enter the Final Judgment and Order of Dismissal in any material respect; or (iv) the Final Judgment and Order of Dismissal is modified or reversed by a court of appeal or any higher court in any material respect. Settling Defendant shall have no right to seek reimbursement from any Person for the expenses actually incurred or due and owing for the Settlement Class Notice and Administration Expenses, Taxes, or Tax Expenses. For the avoidance of doubtNotwithstanding this paragraph, the Court’s determination as to the Fee and Expense Application, the Fee and Expense AwardPlaintiffs’ Service Award Application, and/or any Plan of Allocation, or any determination on appeal from any such order, shall not provide grounds for termination of this Settlement Agreement or Settlement.
10.2 10.3. The Settlement is non-recapture, i.e., this is not a claims-made settlement. As of the Effective Date, ABB shall not have any right to the return of the Settlement Fund or any portion thereof for any reason. Upon the occurrence of all of the events referenced in Paragraph 10.1, any and all remaining interest or right of ABB, if any, in or to the Settlement Fund shall be absolutely and forever extinguished. If all of the conditions specified in Paragraph 10.1 are not met, then the Stipulation shall be canceled and terminated subject to Paragraph 10.6, unless Lead Counsel and counsel for ABB mutually agree in writing to proceed with the Settlement.
10.4. If, prior to the Fairness Settlement Hearing, one or more putative members of the Settlement Class timely submit a Request for Exclusionexercise their rights to be excluded from the Settlement Class (“Opt-Outs”), the processes set forth in this Paragraph paragraph shall apply. Such persons Any Settlement Class Member who timely does not request exclusion from the Settlement has the right to object to the Settlement. Settlement Class with respect Members may not both object and opt out of the Settlement. Any Settlement Class Member who wishes to Settling Defendant, shall be excluded from object must timely submit an objection before the Settlement Class with respect to all other Defendants.
(a) Co-Lead Counsel shall provide a list of those Persons, if any, who have filed a Request for Exclusion, together with all such Requests for Exclusion, to Settling Defendant within five (5) business days of the deadline set by the Court for the filing of Requests for Exclusion. If, after Settling Defendant receives the list of Persons who filed Requests for Exclusion, it decides to request some relief, the Parties shall first meet and confer in good faithHearing. If the Parties are unable to reach agreement and Settling Defendant asserts that the total Requests for Exclusion represent a material portion of transactions during the Settlement Class Period that would be eligible Member submits both an objection and a written request for compensation under the Settlement, and their exclusion would materially reduce the value of the Settlement to Settling Defendant (the “Materiality Threshold”), then Settling Defendant may present the issue of whether the total Requests for Exclusion meet the Materiality Threshold and, if so, the issue of the appropriate remedy to an independent and neutral mediator (the “Mediator”) to be selected in good faith by mutual agreement of the Settling Parties and all other Defendant(s) whose settlement agreements are submitted for approval simultaneously with this Settlement Agreement (the “Additional Settling Defendants”). The Mediator’s determinations, which shall be made after a consolidated mediation involving the Settling Parties and each Additional Settling Defendant who seeks mediation under Paragraph 10.2(a) of its Settlement Agreement, shall be binding on the Settling Parties.
(b) The Mediator shall have sole discretion to determine what, if any, reduction remedy is warranted due to a material impact on the value of the Settlement to Settling Defendant by the Requests for Exclusion. If the Mediator in his sole discretion selects some reduction as the appropriate remedyexclusion, he or she may shall be deemed to have requested exclusion and shall not provide for a reduction in be bound by the Agreement if approved by the Court and the objection will not be considered by the Court. There is no reversion of the Settlement Amount greater than a oneor Opt-to-one ratio: that is, Out reduction to ABB or any other person or entity funding the Mediator may not reduce the Settlement Amount by more than the amount the Persons who have filed Requests for Exclusion would likely have been eligible to receive collectively (but for their exclusion) from the Settlement Fundsettlement.
10.5. The Mediator is not required to grant any reduction or to impose a one-to-one ratio if he determines no such reduction is appropriate.
(c) In the event the Mediator determines some reduction is appropriate, the amount of the reduction shall be paid to Settling Defendant from the Settlement Fund.
(d) In the alternative to seeking a reduction, Settling Defendant may seek to terminate the Settlement if, upon application from Settling Defendant, the Mediator determines in his sole discretion that the reduction remedy is not adequate to preserve the essential benefits of the Settlement to Settling Defendant. Any application by Settling Defendant for termination relief under this Paragraph must be made in writing within 14 days following the receipt from Class Plaintiffs of the list of Persons who filed Requests for Exclusion and accompanying information required to be provided pursuant to Paragraph 10.2(a), or within 7 days of a determination on the reduction remedy by the Mediator, whichever is later. If Settling Defendant elects to terminate the Settlement, any termination shall be effected solely in accordance with the termination provisions of this Agreement.
(e) The Parties and their respective counsel agree that they will make no effort to solicit suggest, solicit, facilitate, or otherwise encourage potential Settlement Class Members to exclude themselvesthemselves from the Settlement.
10.3 10.6. Unless otherwise ordered by the Court, in the event the Stipulation shall terminate as set forth herein or shall not become effective by order of Court, counsel for ABB or Lead Counsel shall provide notice to the Escrow Agent and within five (5) business days after written notification, the Settlement Fund, less up to $500,000 in Class Notice and Administration Expenses, Taxes, and Tax Expenses reasonably and actually incurred, shall be refunded pursuant to written instructions from counsel for ABB. At the written direction of counsel for ABB, the Escrow Agent or its designee shall apply for any tax refund owed on the Settlement Fund and pay the proceeds, after deduction of any expenses incurred in connection with such application(s) for refund.
10.7. Except as otherwise provided herein, in the event that the Stipulation is not approved by the Court or the Settlement set forth in the Stipulation is terminated or fails to become effective in accordance with its terms, the Releasing Parties shall not forfeit or waive any factual or legal claim, defense, or contention in the Action. In such event, (i) the terms and provisions of the Agreement, with the exception of Paragraphs 5.2, and 10.4, shall have no further force and effect with respect to the Releasing Parties and shall not be used in this Action or in any other proceeding for any purpose;.
Appears in 1 contract
Sources: Settlement Agreement
CONDITIONS OF SETTLEMENT AND EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 10.1 Class Plaintiffs 10.1. The Effective Date of the Stipulation shall be conditioned on the occurrence of all of the following events:
10.1.1. execution of this Stipulation and such other documents as may be required to obtain final Court approval of the Stipulation;
10.1.2. the Settlement Class MembersAmount has been deposited into the Escrow Account as provided by Paragraph 3.1;
10.1.3. no Settling Party has exercised its option to terminate the Stipulation pursuant to Paragraph 10.2;
10.1.4. the Court has entered the Preliminary Approval Order; and
10.1.5. the Court has entered the Judgment and Order of Dismissal that, inter alia, dismisses with prejudice the Action as to JJVCI. 10.2. Plaintiffs, through Co-Lead Counsel, and Settling DefendantJJVCI, through Settling DefendantJJVCI’s Counselcounsel, shall shall, in each of their separate discretions, have the right to terminate the Settlement set forth in this Settlement in each of their separate discretions Agreement by providing written notice to the other of an their election to do so (“Termination Notice”) to all other Parties hereto within 30 thirty (30) days following any of the following eventsdate on which: (i) the Court enters an order declining to enter the Preliminary Approval Order in any material respect; (ii) the Court enters an order refusing to approve this Settlement Agreement or any material part of it; (iii) the Court enters an order declining to enter the Final Judgment and Order of Dismissal in any material respect; or (iv) the Final Judgment and Order of Dismissal is modified or reversed by a court of appeal or any higher court in any material respect. Settling Defendant shall have no right to seek reimbursement from any Person for the expenses actually incurred or due and owing for the Settlement Class Notice and Administration Expenses, Taxes, or Tax Expenses. For the avoidance of doubtNotwithstanding this paragraph, the Court’s determination as to the Fee and Expense Application, the Fee and Expense AwardPlaintiffs’ Service Award Application, and/or any Plan of Allocation, or any determination on appeal from any such order, shall not provide grounds for termination of this Settlement Agreement or Settlement.
10.2 If. JJVCI shall also have the option, prior in its sole discretion, to terminate the Fairness Hearing, one or Settlement set forth in this Settlement Agreement if more than 5% of the putative members of the Settlement Class timely submit a Request for Exclusion, the processes set forth in this Paragraph shall apply. Such persons who timely request exclusion from the Settlement Class with respect exercise their rights to Settling Defendant, shall be excluded from the Settlement Class with respect pursuant to all other Defendants.
the processes set forth in Paragraph 10.4 (a) Co“Opt-Lead Counsel shall provide a list of those Persons, if any, who have filed a Request for Exclusion, together with all such Requests for Exclusion, to Settling Defendant within five (5) business days of the deadline set by the Court for the filing of Requests for Exclusion. If, after Settling Defendant receives the list of Persons who filed Requests for Exclusion, it decides to request some relief, the Parties shall first meet and confer in good faith. If the Parties are unable to reach agreement and Settling Defendant asserts that the total Requests for Exclusion represent a material portion of transactions during the Settlement Class Period that would be eligible for compensation under the Settlement, and their exclusion would materially reduce the value of the Settlement to Settling Defendant (the “Materiality Threshold”), then Settling Defendant may present the issue of whether the total Requests for Exclusion meet the Materiality Threshold and, if so, the issue of the appropriate remedy to an independent and neutral mediator (the “Mediator”) to be selected in good faith by mutual agreement of the Settling Parties and all other Defendant(s) whose settlement agreements are submitted for approval simultaneously with this Settlement Agreement (the “Additional Settling DefendantsOuts”). The Mediator’s determinationsAny disputes regarding the application of any aspect of this Paragraph 10.2, which shall be made after a consolidated mediation involving including the Settling Parties and each Additional Settling Defendant who seeks mediation under Paragraph 10.2(a) calculation of its Settlement Agreementthe percentage of excluded class member, shall be binding on the Settling Parties.
(b) The Mediator shall have sole discretion to determine what, if any, reduction remedy is warranted due to a material impact on the value of the Settlement to Settling Defendant by the Requests for Exclusion. If the Mediator in his sole discretion selects some reduction as the appropriate remedy, he or she may not provide for a reduction in the Settlement Amount greater than a one-to-one ratio: that is, the Mediator may not reduce the Settlement Amount by more than the amount the Persons who have filed Requests for Exclusion would likely have been eligible to receive collectively (but for their exclusion) from the Settlement Fund. The Mediator is not required to grant any reduction or to impose a one-to-one ratio if he determines no such reduction is appropriate.
(c) In the event the Mediator determines some reduction is appropriate, the amount of the reduction shall be paid to Settling Defendant from the Settlement Fund.
(d) In the alternative to seeking a reduction, Settling Defendant may seek to terminate the Settlement if, upon application from Settling Defendant, the Mediator determines in his sole discretion that the reduction remedy is not adequate to preserve the essential benefits of the Settlement to Settling Defendant. Any application by Settling Defendant for termination relief under this Paragraph must be made in writing within 14 days following the receipt from Class Plaintiffs of the list of Persons who filed Requests for Exclusion and accompanying information required to be provided pursuant to Paragraph 10.2(a), or within 7 days of a determination on the reduction remedy by the Mediator, whichever is later. If Settling Defendant elects to terminate the Settlement, any termination shall be effected solely in accordance with the termination provisions of this Agreement.
(e) The Parties and their respective counsel agree that they will make no effort to solicit or otherwise encourage potential Settlement Class Members to exclude themselves.
10.3 Unless otherwise ordered resolved by the Court, in the event that the Stipulation is not approved by the Court or the Settlement set forth in the Stipulation is terminated or fails to become effective in accordance with its termsPlaintiffs, the Parties shall not forfeit or waive any factual or legal claim, defense, or contention in the Action. In such event, (i) the terms and provisions of the Agreement, with the exception of Paragraphs 5.2JJVCI, and 10.4, shall have no further force and effect with respect the Opt-Outs all having the opportunity to the Releasing Parties and shall not be used in this Action or in any other proceeding for any purpose;heard.
Appears in 1 contract
Sources: Settlement Agreement