Disbursement Instructions. (a) Before the Effective Date, the Escrow Agent may, upon written authorization of the undersigned counsel acting jointly, withdraw from the Settlement Fund disbursements sufficient to pay costs and expenses of notice to the Settlement Classes, costs of the Settlement Administrator, and expenses payable by the Escrow Agent on be half of the Settlement Fund. After the Effective Date, such authorization may be granted by a majority of Co-Lead Class Counsel alone. Co-Lead Class Counsel is authorized, after obtaining approval of Defendants’ Counsel, to appoint, and shall appoint, an administrator (and any successors) for the Settlement Fund within the meaning of Treasury Regulation §1.468B-2(k)(3). The Court has appointed Rust Consulting, Inc., as the Settlement Administrator. Co-Lead Class Counsel shall be responsible for assuring that the Settlement Administrator qualifies as an “administrator” of the Settlement Fund within the meaning of Treasury Regulation 1.468B- 2(k)(3) and is performing its duties thereunder. Defendants shall have no responsibility for any fees of the Settlement Administrator, nor shall Defendants have any other liability for or on account of the performance of the Settlement Administrator. (b) Other than those distributions contemplated herein to pay taxes and costs of notice and administration as described in paragraph 7 a nd subparagraph 8(a) hereof, distributions from the Settlement fund may be made only after the Effective Date, as authorized by Court order. In addition upon the Effective Date, a majority of Co-Lead Class Counsel shall have the authority, in accordance with paragraph 11(g), to appoint a Successor Escrow Agent and direct that all funds be transferred to the Successor Escrow Agent, which Successor Escrow Agent shall not be a Defendant or an affiliate of a Defendant. U pon the Effective Date, Defendants’ interest in the Settlement Fund shall cease in its entirety. (c) In the event funds transfer instructions are given (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile, e-mail, telecopier or otherwise, Escrow Agent will seek confirmation of such instructions by telephone call back to the person or persons designated in subparagraphs (a) and (b) above only if it is reasonably necessary, and Escrow Agent may rely upon the confirmations of anyone purporting to be the person or persons so designated. It will not be reasonably necessary to seek confirmation if Escrow Agent receives a written letter authorizing a disbursement from the law firms required in subparagraphs (a) and (b), as applicable, signed or electronically signed by one the required persons designated in subparagraphs (a) and (b). T o assure accuracy of the instructions it receives, Escrow Agent may record such call backs. If Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it r eceives, it s hall not execute the instruction until all issues have been resolved. The persons and telephone numbers for call backs may be validly changed only in a writing that (i) is signed by the party changing its notice designations, and (ii) is received and acknowledged by Escrow Agent. Co-Lead Class Counsel and Defendants’ Counsel agree to notify Escrow Agent of any errors, delays or other problems within 30 da ys after receiving notification that a transaction has been executed. If it is determined that the transaction was delayed or erroneously executed as a r esult of Escrow Agent’s error, Escrow Agent’s sole obligation is to pay or refund the amount of such error and any amounts as may be required by applicable law. Any claim for interest payable will be at the then-published rate for United States Treasury Bills having a maturity of 91 days.
Appears in 2 contracts
Sources: Settlement Agreement, Settlement Agreement
Disbursement Instructions. (a) Before Unless otherwise defined herein, terms defined in the Effective Date, Credit Agreement and used herein shall have the Escrow Agent may, upon written authorization meanings given to them in the Credit Agreement. The Borrower hereby represents and warrants that the conditions specified in Section 5.2 of the undersigned counsel acting jointly, withdraw from the Settlement Fund disbursements sufficient to pay costs Credit Agreement will be satisfied on and expenses of notice to the Settlement Classes, costs as of the Settlement Administrator, and expenses payable by the Escrow Agent on be half date of the Settlement FundAdvance requested hereunder. After the Effective Date, such authorization may be granted by a majority of Co-Lead Class Counsel alone. Co-Lead Class Counsel is authorized, after obtaining approval of Defendants’ Counsel, to appoint, and shall appoint, an administrator (and any successors) for the Settlement Fund within the meaning of Treasury Regulation §1.468B-2(k)(3). The Court has appointed Rust Consulting, Inc.MRC ENERGY COMPANY, as the Settlement Administrator. Co-Lead Class Counsel shall be responsible for assuring that Borrower By: Name: Title: FOR VALUE RECEIVED, the Settlement Administrator qualifies undersigned MRC Energy Company, a Texas corporation (the “Borrower”), hereby unconditionally promises to pay to [ ] and its registered assigns (the “Lender”), the principal sum equal to its Revolving Credit Commitment Amount as an “administrator” set forth in the Credit Agreement (as defined below), or if less, the aggregate unpaid principal amount of all Advances made by the Lender to Borrower pursuant to the terms of the Settlement Fund within Credit Agreement, together with interest on the meaning of Treasury Regulation 1.468B- 2(k)(3) unpaid principal balance thereof as set forth in the Credit Agreement, both principal and is performing its duties thereunder. Defendants shall have no responsibility for any fees interest payable as therein provided in lawful money of the Settlement Administrator, nor shall Defendants have any other liability for or on account United State of America at the offices of Administrative Agent provided in Section 13.6 of the performance Credit Agreement, or at such other place, as from time to time may be designated by Administrative Agent in accordance with the Credit Agreement. This Revolving Credit Note (this “Note”) is one of the Settlement Administrator.
Notes referred to in the Third Amended and Restated Credit Agreement, dated as of September 28, 2012 (b) Other than those distributions contemplated herein as amended, restated, amended and restated, supplemented or otherwise modified from time to pay taxes time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto, and costs Royal Bank of notice and administration as described in paragraph 7 a nd subparagraph 8(a) hereof, distributions from the Settlement fund may be made only after the Effective DateCanada, as authorized by Court orderAdministrative Agent. In addition upon Unless otherwise defined herein, terms defined in the Effective Date, a majority of Co-Lead Class Counsel Credit Agreement and used herein shall have the authoritymeanings given to them in the Credit Agreement. This Note is entitled to the benefits of the Credit Agreement and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and the Collateral Documents. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. The Borrower hereby waives presentment for payment, demand, protest and notice of dishonor and nonpayment of this Note. This Note shall be governed by and construed in accordance with paragraph 11(g)the applicable laws of the United States of America and the laws of the State of Texas. THIS NOTE, to appoint a Successor Escrow Agent and direct that all funds be transferred to the Successor Escrow AgentTHE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENTS BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, which Successor Escrow Agent shall not be a Defendant or an affiliate of a DefendantCONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. U pon the Effective Date, Defendants’ interest in the Settlement Fund shall cease in its entirety.
(c) In the event funds transfer instructions are given (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile, e-mail, telecopier or otherwise, Escrow Agent will seek confirmation of such instructions by telephone call back to the person or persons designated in subparagraphs (a) and (b) above only if it is reasonably necessary, and Escrow Agent may rely upon the confirmations of anyone purporting to be the person or persons so designatedTHERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. It will not be reasonably necessary to seek confirmation if Escrow Agent receives a written letter authorizing a disbursement from the law firms required in subparagraphs (a) and (b)MRC ENERGY COMPANY, as applicable, signed or electronically signed by one the required persons designated in subparagraphs (a) and (b). T o assure accuracy of the instructions it receives, Escrow Agent may record such call backs. If Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it r eceives, it s hall not execute the instruction until all issues have been resolved. The persons and telephone numbers for call backs may be validly changed only in a writing that (i) is signed by the party changing its notice designations, and (ii) is received and acknowledged by Escrow Agent. Co-Lead Class Counsel and Defendants’ Counsel agree to notify Escrow Agent of any errors, delays or other problems within 30 da ys after receiving notification that a transaction has been executed. If it is determined that the transaction was delayed or erroneously executed as a r esult of Escrow Agent’s error, Escrow Agent’s sole obligation is to pay or refund the amount of such error and any amounts as may be required by applicable law. Any claim for interest payable will be at the then-published rate for United States Treasury Bills having a maturity of 91 days.Borrower By: Name: Title:
Appears in 1 contract
Disbursement Instructions. (a) Before Promptly upon its receipt of each Payment Report and the Effective Datenotices described in Section 6.02, the Escrow Collateral Agent mayand Lenders shall determine, upon written authorization in consultation with Borrower and Halozyme, the calculations of the undersigned counsel acting jointly, withdraw from the Settlement Fund disbursements sufficient to pay costs and expenses of notice amounts described in clause (b)(i) through (v) below relating to the Settlement Classesnext Quarterly Payment Date (the “Calculations”), costs of the Settlement Administrator, and expenses payable by the Escrow Agent on be half of the Settlement Fund. After the Effective Date, such authorization may be granted by a majority of Co-Lead Class Counsel alone. Co-Lead Class Counsel is authorized, after obtaining approval of Defendants’ Counsel, to appoint, and shall appoint, an administrator (and any successors) for the Settlement Fund within the meaning of Treasury Regulation §1.468B-2(k)(3). The Court has appointed Rust Consulting, Inc., as the Settlement Administrator. Co-Lead Class Counsel which Calculations shall be responsible for assuring that the Settlement Administrator qualifies as an “administrator” of the Settlement Fund within the meaning of Treasury Regulation 1.468B- 2(k)(3) and is performing its duties thereunder. Defendants shall have no responsibility for any fees of the Settlement Administrator, nor shall Defendants have any other liability for or binding on account of the performance of the Settlement Administratorall parties hereto absent manifest error.
(b) Other Promptly upon such determination, in consultation with Borrower and Halozyme, of the Calculations, but in no event later than those distributions contemplated herein two (2) Business Days prior to pay taxes the next Quarterly Payment Date, Lenders and costs Borrower shall jointly deliver to Halozyme and Escrow Agent a duly executed written notice setting forth the following transfers to be made by Escrow Agent from the Escrow Account on such Quarterly Payment Date in the following order of notice and administration as priority (a “Joint Disbursement Instruction”):
(i) The amount of Escrow Agent Fees described in paragraph 7 a nd subparagraph 8(aSection 6.02(a) hereofnot previously reimbursed, distributions from if any, to be transferred by Escrow Agent to Halozyme on such Quarterly Payment Date, together with the Settlement fund may account of Halozyme to which such funds are to be transferred under the Escrow Agreement;
(ii) The amount of Borrower Expenses described in Section 6.02(b) not previously paid or reimbursed, if any, to be transferred by Escrow Agent to Borrower on such Quarterly Payment Date, together with the account of Borrower to which such funds are to be transferred under the Escrow Agreement;
(iii) The amount of Indemnity Collection Costs described in Section 6.02(c) not previously reimbursed, if any, to be transferred by Escrow Agent to Halozyme on such Quarterly Payment Date, together with the account of Halozyme to which such funds are to be transferred under the Escrow Agreement;
(iv) To the extent the Available Amount is sufficient therefor,
(A) the amount of unpaid and uncapitalized interest accrued during prior Interest Periods, if any, to be transferred by Escrow Agent to Lenders on such Quarterly Payment Date,
(B) the amount of interest accrued during the current Interest Period to be transferred by Escrow Agent to Lenders on such Quarterly Payment Date, and
(C) the amount of outstanding principal under the Loan to be transferred by Escrow Agent to Lenders on such Quarterly Payment Date, together with the account of Lenders to which such funds are to be transferred under the Escrow Agreement; and
(v) The Residual Amount, if any, to be transferred by Escrow Agent to the Residual Account on such Quarterly Payment Date. For the avoidance of doubt, such Disbursement Instruction shall specify the Quarterly Payment Date on which such transfers are to be made only after the Effective Date, as authorized by Court order. In addition upon the Effective Date, a majority of Co-Lead Class Counsel shall have the authority, in accordance with paragraph 11(g), to appoint a Successor Escrow Agent and direct that all funds be transferred pursuant to the Successor Escrow Agent, which Successor Agreement and instruct Escrow Agent shall not be a Defendant or an affiliate of a Defendant. U pon the Effective Date, Defendants’ interest in the Settlement Fund shall cease in its entiretyto make such transfers on such date.
(c) In the event funds transfer instructions are given Lenders and Borrower fail to jointly deliver to Escrow Agent the Disbursement Instruction at least two (other than 2) Business Days prior to any Quarterly Payment Date, the parties hereto agree that so long as Halozyme has timely delivered to Borrower, the Collateral Agent and Lenders the notices described in writing at the time of execution of this AgreementSection 6.02(a), whether in writing, by facsimile, e-mail, telecopier or otherwise, Halozyme shall have the right to deliver to Escrow Agent will seek confirmation a duly executed written notice of the occurrence of such instructions by telephone call back to the person or persons designated in subparagraphs (a) and (b) above only if it is reasonably necessaryfailure, and Escrow Agent may rely upon the confirmations of anyone purporting to be the person or persons so designated. It will not be reasonably necessary to seek confirmation if Escrow Agent receives a written letter authorizing a disbursement from the law firms required in subparagraphs (a) and (b), as applicable, signed or electronically signed by one the required persons designated in subparagraphs (a) and (b). T o assure accuracy of the instructions it receives, Escrow Agent may record such call backs. If Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it r eceives, it s hall not execute the instruction until all issues have been resolved. The persons and telephone numbers for call backs may be validly changed only in a writing that setting forth: (i) is signed the amount of Escrow Agent Fees described in Section 6.02(a) not previously reimbursed, if any, to be transferred by Escrow Agent to Halozyme on such Quarterly Payment Date (which amount shall be equal to the party changing its notice designations, and amount stated in such applicable notice); (ii) is received the account of Halozyme to which such funds are to be transferred under the Escrow Agreement; and acknowledged (iii) the Quarterly Payment Date on which such transfers are to be made by Escrow AgentAgent pursuant to the Escrow Agreement (a “Parent Disbursement Instruction”). Co-Lead Class Counsel and Defendants’ Counsel agree In the event any Lender has delivered an Event of Default Notice to notify Escrow Agent of any errors, delays or other problems within 30 da ys after receiving notification that a transaction has been executed. If it is determined that the transaction was delayed or erroneously executed as a r esult of Escrow Agent’s error, the parties hereto further agree that so long as Halozyme has timely delivered to Borrower, the Collateral Agent and Lenders the notices described in Section 6.02(a), Halozyme shall have the right to deliver a Parent Disbursement Instruction to Escrow Agent’s sole obligation is to pay or refund the amount of such error and any amounts as may be required by applicable law. Any claim for interest payable will be at the then-published rate for United States Treasury Bills having a maturity of 91 days.
Appears in 1 contract
Disbursement Instructions. Disbursements from the Class Settlement Interchange Escrow Account are to be made only in accordance with the terms and provisions contained in Paragraphs 20 and 24 of the Superseding and Amended Class Settlement Agreement, upon written authorization of Rule 23(b)(3) Class Counsel and the Visa Defendants and the Mastercard Defendants, and include the following:
(a) Before From the Effective Settlement Preliminary Approval Date to the date twenty business days after the Settlement Final Date, the Escrow Agent maymay make payments from the Class Settlement Interchange Escrow Account only in the amounts approved by the Court, upon written authorization and only for: (i) the costs of maintaining or administering the Class Settlement Interchange Escrow Account, including Taxes and the administrative costs of paying such Taxes; and (ii) effecting the transfer from the Class Settlement Interchange Escrow Account to the Class Settlement Cash Escrow Account after the Settlement Final Date as provided in Paragraphs 20 and 24 of the undersigned counsel acting jointly, withdraw from the Superseding and Amended Class Settlement Fund disbursements sufficient to pay costs and expenses of notice to the Settlement Classes, costs of the Settlement Administrator, and expenses payable by the Escrow Agent on be half of the Settlement Fund. After the Effective Date, such authorization may be granted by a majority of Co-Lead Class Counsel alone. Co-Lead Class Counsel is authorized, after obtaining approval of Defendants’ Counsel, to appoint, and shall appoint, an administrator (and any successors) for the Settlement Fund within the meaning of Treasury Regulation §1.468B-2(k)(3). The Court has appointed Rust Consulting, Inc., as the Settlement Administrator. Co-Lead Class Counsel shall be responsible for assuring that the Settlement Administrator qualifies as an “administrator” of the Settlement Fund within the meaning of Treasury Regulation 1.468B- 2(k)(3) and is performing its duties thereunder. Defendants shall have no responsibility for any fees of the Settlement Administrator, nor shall Defendants have any other liability for or on account of the performance of the Settlement AdministratorAgreement.
(b) Other than those distributions contemplated herein to pay taxes and costs of notice and administration as All disbursements described in paragraph 7 a nd subparagraph Section 8(a) hereof), distributions above, and any other disbursements from the Class Settlement fund may Interchange Escrow Account, must be made only after the Effective Date, as authorized by Court order. In addition upon an order of the Effective Date, a majority of Co-Lead Class Counsel shall have the authority, in accordance with paragraph 11(g), to appoint a Successor Escrow Agent and direct that all funds be transferred to the Successor Escrow Agent, which Successor Escrow Agent shall not be a Defendant or an affiliate of a Defendant. U pon the Effective Date, Defendants’ interest in the Settlement Fund shall cease in its entiretyCourt.
(c) In Consistent with the event funds transfer instructions are given (other than in writing at orders of the time of execution of this Agreement)Court, whether in writing, by facsimile, e-mail, telecopier or otherwise, Escrow Agent will seek confirmation of such instructions by telephone call back to the person or persons designated in subparagraphs (a) and (b) above only if it is reasonably necessary, and Escrow Agent may rely upon the confirmations of anyone purporting to be the person on transfer or persons so designated. It will not be reasonably necessary to seek confirmation if Escrow Agent receives disbursement instructions provided in a written letter authorizing signed writing on firm letterhead or an email by a disbursement from the law firms required counsel listed below in subparagraphs (a) and (b), as applicable, signed or electronically signed by one the required persons designated in subparagraphs (a) and (b). T o assure accuracy Section 16 for each of the instructions it receivesClass Counsel, Visa Defendants, and Mastercard Defendants. Alternatively, the Escrow Agent may record rely on such call backstransfer or disbursement instructions provided in a signed writing on firm letterhead or an email by a counsel listed in Section 16 below for either Class Counsel, the Visa Defendants, or the Mastercard Defendants, if that writing is copied to the counsel for the other Parties listed in Section 16 and one of those counsel for each of the other Parties confirms the instructions by email or other writing. If the Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it r eceivesreceives, it s hall shall not execute the instruction until all issues have been resolved. The persons Escrow Agent shall provide prompt notice as provided in Section 16 that instructions and telephone numbers for call backs may be validly changed only in a writing that (i) is signed by the party changing its notice designationstransactions have been executed, and (ii) is received and acknowledged by Escrow Agent. Co-Lead Class Counsel and Defendants’ Counsel the Parties agree to notify the Escrow Agent of any errors, delays delays, or other problems within 30 da ys days after receiving notification that a an instruction and transaction has been executed. If it is determined that the transaction was delayed or erroneously executed as a r esult result of the Escrow Agent’s error, the Escrow Agent’s sole obligation is to pay or refund the amount of such error and any amounts as may be required by applicable law. Any claim for interest payable will be at the then-published rate for United States Treasury Bills having a maturity of 91 days.
Appears in 1 contract
Disbursement Instructions. Disbursements from the Class Settlement Interchange Escrow Account(s) are to be made only in accordance with the terms and provisions contained in Paragraphs 25-26 of the Class Settlement Agreement, upon written authorization of Class Counsel and the Visa Defendants and the MasterCard Defendants, and include the following:
(a) Before Pursuant to Paragraph 25 of the Effective Class Settlement Agreement, the Escrow Agent may make payments prior to ten days after the Settlement Final Date only in the amounts approved by the Court and only to pay for (i) the costs of establishing, maintaining, or administering the Class Settlement Interchange Escrow Account(s), including Taxes and the administrative costs of paying such Taxes; (ii) Settlement Administration Costs, in amounts consistent with the limitations of Paragraph 25(b) of the Class Settlement Agreement.
(b) Pursuant to Paragraph 26 of the Class Settlement Agreement, commencing the day after ten business days after the Settlement Final Date, the Escrow Agent maymay make payments in amounts approved by the Court, upon written authorization including for paying the timely and proper claims of the undersigned counsel acting jointly, withdraw from the Settlement Fund disbursements sufficient to pay costs and expenses of notice Authorized Interchange Claimants pursuant to the Settlement Classes, costs Plan of the Settlement Administrator, Administration and expenses payable Distribution approved by the Escrow Agent on be half of Court and administered by the Settlement Fund. After the Effective Date, such authorization may be granted by a majority of Co-Lead Class Counsel alone. Co-Lead Class Counsel is authorized, after obtaining approval of Defendants’ Counsel, to appoint, and shall appoint, an administrator (and any successors) for the Settlement Fund within the meaning of Treasury Regulation §1.468B-2(k)(3). The Court has appointed Rust Consulting, Inc., as the Settlement Administrator. Co-Lead Class Counsel shall be responsible for assuring that the Settlement Administrator qualifies as an “administrator” of the Settlement Fund within the meaning of Treasury Regulation 1.468B- 2(k)(3) and is performing its duties thereunder. Defendants shall have no responsibility for any fees of the Settlement Administrator, nor shall Defendants have any other liability for or on account of the performance of the Settlement Administrator.
(b) Other than those distributions contemplated herein to pay taxes and costs of notice and administration as described in paragraph 7 a nd subparagraph 8(a) hereof, distributions from the Settlement fund may be made only after the Effective Date, as authorized by Court order. In addition upon the Effective Date, a majority of Co-Lead Class Counsel shall have the authority, in accordance with paragraph 11(g), to appoint a Successor Escrow Agent and direct that all funds be transferred to the Successor Escrow Agent, which Successor Escrow Agent shall not be a Defendant or an affiliate of a Defendant. U pon the Effective Date, Defendants’ interest in the Settlement Fund shall cease in its entirety.
(c) In the event funds transfer instructions are given (other than All disbursements described in writing at the time of execution of this AgreementSection 8(a)-(b), whether in writingabove, and any other disbursements from the Class Settlement Interchange Escrow Account(s), must be authorized by facsimilean order of the Court; provided, e-mailhowever, telecopier or otherwisethat the Court’s Order Preliminarily Approving the Settlement may authorize, Escrow Agent will seek confirmation without further Order of such instructions by telephone call back the Court, but subject to the person or persons designated cap provided in subparagraphs Paragraph 25(c) of the Class Settlement Agreement, the payment of all taxes due (aincluding administrative costs of paying such taxes).
(d) and (b) above only if it is reasonably necessaryConsistent with the orders of the Court, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person on transfer or persons so designated. It will not be reasonably necessary to seek confirmation if Escrow Agent receives disbursement instructions provided in a written letter authorizing signed writing on firm letterhead by a disbursement from the law firms required counsel listed below in subparagraphs (a) and (b), as applicable, signed or electronically signed by one the required persons designated in subparagraphs (a) and (b). T o assure accuracy Section 16 for each of the instructions it receivesClass Counsel, Visa Defendants, and MasterCard Defendants. Alternatively, the Escrow Agent may record rely on such call backstransfer or disbursement instructions provided in a signed writing on firm letterhead by a counsel listed in Section 16 below for either Class Counsel, the Visa Defendants, or the MasterCard Defendants, if that writing is copied to the counsel for the other Parties listed in Section 16 and one of those counsel for each of the other Parties confirms the instructions by email or other writing. If the Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it r eceivesreceives, it s hall shall not execute the instruction until all issues have been resolved. The persons Escrow Agent shall provide prompt notice as provided in Section 16 that instructions and telephone numbers for call backs may be validly changed only in a writing that (i) is signed by the party changing its notice designationstransactions have been executed, and (ii) is received and acknowledged by Escrow Agent. Co-Lead Class Counsel and Defendants’ Counsel the Parties agree to notify the Escrow Agent of any errors, delays delays, or other problems within 30 da ys days after receiving notification that a an instruction and transaction has been executed. If it is determined that the transaction was delayed or erroneously executed as a r esult result of the Escrow Agent’s error, the Escrow Agent’s sole obligation is to pay or refund the amount of such error and any amounts as may be required by applicable law. Any claim for interest payable will be at the then-published rate for United States Treasury Bills having a maturity of 91 days.
Appears in 1 contract
Disbursement Instructions. (a) Before Disbursements from the Effective DateClass Settlement Cash Escrow Account are to be made only in accordance with the terms and provisions contained in Paragraphs 19, 21-23, and 25-26 of the Escrow Agent maySuperseding and Amended Class Settlement Agreement, upon written authorization of Rule 23(b)(3) Class Counsel and the undersigned counsel acting jointlyVisa Defendants and the Mastercard Defendants, withdraw and include the following:
(a) Pursuant to Paragraph 19 of the Superseding and Amended Class Settlement Agreement, from the Settlement Fund disbursements sufficient Preliminary Approval Date to the date twenty business days after the Settlement Final Date the Escrow Agent may make payments only in the amounts approved by the Court and only to pay for: (i) the costs of maintaining or administering the Class Settlement Cash Escrow Account, including Taxes and expenses the administrative costs of notice to paying such Taxes; (ii) Settlement Administration Costs, including the Settlement Classes, costs of the Notice Plan and the exclusion procedures for Opt Outs as provided in Paragraphs 42-58 of the Superseding and Amended Class Settlement AdministratorAgreement, in amounts not to result in a collective total for all Settlement Administration Costs that would exceed $40 million, and expenses payable (iii) the Class Exclusion Takedown Payments described in Paragraphs 21-23 of the Superseding and Amended Class Settlement Agreement, in the amounts approved by the Escrow Agent on be half Court and as determined through the procedures described in Paragraph 55 of the Superseding and Amended Class Settlement Fund. After the Effective Date, such authorization may be granted by a majority of Co-Lead Class Counsel alone. Co-Lead Class Counsel is authorized, after obtaining approval of Defendants’ Counsel, to appoint, and shall appoint, an administrator (and any successors) for the Settlement Fund within the meaning of Treasury Regulation §1.468B-2(k)(3). The Court has appointed Rust Consulting, Inc., as the Settlement Administrator. Co-Lead Class Counsel shall be responsible for assuring that the Settlement Administrator qualifies as an “administrator” of the Settlement Fund within the meaning of Treasury Regulation 1.468B- 2(k)(3) and is performing its duties thereunder. Defendants shall have no responsibility for any fees of the Settlement Administrator, nor shall Defendants have any other liability for or on account of the performance of the Settlement AdministratorAgreement.
(b) Other than those distributions contemplated herein Pursuant to pay taxes Paragraph 25 of the Superseding and Amended Class Settlement Agreement, commencing the day after twenty business days after the Settlement Final Date, if the Superseding and Amended Class Settlement Agreement has not been terminated, the Escrow Agent may make payments only in the amounts approved by the Court for: (i) the costs of notice maintaining or administering the Class Settlement Cash Escrow Account, including Taxes and administration as described in paragraph 7 a nd subparagraph 8(athe administrative costs of paying such Taxes; (ii) hereofSettlement Administration Costs not already paid; (iii) Attorneys’ Fee Awards, distributions from Rule 23(b)(3) Class Plaintiffs’ Service Awards, and Expense Awards; and (iv) the Settlement fund may be made only after the Effective Date, as authorized by Court order. In addition upon the Effective Date, a majority timely and proper claims of Co-Lead Class Counsel shall have the authority, in accordance with paragraph 11(g), to appoint a Successor Escrow Agent and direct that all funds be transferred Authorized Claimants pursuant to the Successor Escrow Agent, which Successor Escrow Agent shall not be a Defendant or an affiliate Plan of a Defendant. U pon Administration and Distribution approved by the Effective Date, Defendants’ interest in Court and administered by the Settlement Fund shall cease in its entiretyClass Administrator.
(c) In the event funds transfer instructions are given (other than All disbursements described in writing at the time of execution of this AgreementSection 8(a)-(b), whether in writing, by facsimile, e-mail, telecopier or otherwise, Escrow Agent will seek confirmation of such instructions by telephone call back to the person or persons designated in subparagraphs (a) and (b) above only if it is reasonably necessaryabove, and any other disbursements from the Class Settlement Cash Escrow Account, must be authorized by an order of the Court.
(d) Consistent with the orders of the Court, the Escrow Agent may rely upon the confirmations of anyone purporting to be the person on transfer or persons so designated. It will not be reasonably necessary to seek confirmation if Escrow Agent receives disbursement instructions provided in a written letter authorizing signed writing on firm letterhead or an email by a disbursement from the law firms required counsel listed below in subparagraphs (a) and (b), as applicable, signed or electronically signed by one the required persons designated in subparagraphs (a) and (b). T o assure accuracy Section 16 for each of the instructions it receivesRule 23(b)(3) Class Counsel, Visa Defendants, and Mastercard Defendants. Alternatively, the Escrow Agent may record rely on such call backstransfer or disbursement instructions provided in a signed writing on firm letterhead or an email by a counsel listed in Section 16 below for either Rule 23(b)(3) Class Counsel, the Visa Defendants, or the Mastercard Defendants, if that writing is copied to the counsel for the other Parties listed in Section 16 and one of those counsel for each of the other Parties confirms the instructions by email or other writing. If the Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it r eceivesreceives, it s hall shall not execute the instruction until all issues have been resolved. The persons Escrow Agent shall provide prompt notice as provided in Section 16 that instructions and telephone numbers for call backs may be validly changed only in a writing that (i) is signed by the party changing its notice designationstransactions have been executed, and (ii) is received and acknowledged by Escrow Agent. Co-Lead Class Counsel and Defendants’ Counsel the Parties agree to notify the Escrow Agent of any errors, delays delays, or other problems within 30 da ys days after receiving notification that a an instruction and transaction has been executed. If it is determined that the transaction was delayed or erroneously executed as a r esult result of the Escrow Agent’s error, the Escrow Agent’s sole obligation is to pay or refund the amount of such error and any amounts as may be required by applicable law. Any claim for interest payable will be at the then-published rate for United States Treasury Bills having a maturity of 91 days.
Appears in 1 contract
Disbursement Instructions. Disbursements from the Class Settlement Cash Escrow Account(s) are to be made only in accordance with the terms and provisions contained in Paragraphs 16-24 of the Class Settlement Agreement, upon written authorization of Class Counsel and the Visa Defendants and the MasterCard Defendants, and include the following:
(a) Before Pursuant to Paragraph 16 of the Effective Class Settlement Agreement, the Escrow Agent may make payments prior to the Settlement Final Approval Date only in the amounts approved by the Court and only to pay for (i) the costs of establishing, maintaining, or administering the Class Settlement Cash Escrow Account(s), including Taxes and the administrative costs of paying such Taxes; (ii) Settlement Administration Costs, including the costs of the Notice Plan and the exclusion procedures for Opt Outs as provided in Paragraphs 79-93 of the Class Settlement Agreement, and additional costs for claims administration, in amounts consistent with the limitations of Paragraph 21(c) of the Class Settlement Agreement.
(b) Pursuant to Paragraphs 17-20 of the Class Settlement Agreement, within ten business days after the Settlement Final Approval Date, the Escrow Agent may, upon written authorization shall make payments in amounts approved by the Court to pay for the Class Exclusion Takedown Payments described in Paragraphs 17-20 of the undersigned counsel acting jointlyClass Settlement Agreement, withdraw from as determined through the Settlement Fund disbursements sufficient to pay costs and expenses of notice to the Settlement Classes, costs procedures described in Paragraph 90 of the Class Settlement Administrator, and expenses payable by the Escrow Agent on be half of the Settlement Fund. After the Effective Date, such authorization may be granted by a majority of Co-Lead Class Counsel alone. Co-Lead Class Counsel is authorized, after obtaining approval of Defendants’ Counsel, to appoint, and shall appoint, an administrator (and any successors) for the Settlement Fund within the meaning of Treasury Regulation §1.468B-2(k)(3). The Court has appointed Rust Consulting, Inc., as the Settlement Administrator. Co-Lead Class Counsel shall be responsible for assuring that the Settlement Administrator qualifies as an “administrator” of the Settlement Fund within the meaning of Treasury Regulation 1.468B- 2(k)(3) and is performing its duties thereunder. Defendants shall have no responsibility for any fees of the Settlement Administrator, nor shall Defendants have any other liability for or on account of the performance of the Settlement Administrator.
(b) Other than those distributions contemplated herein to pay taxes and costs of notice and administration as described in paragraph 7 a nd subparagraph 8(a) hereof, distributions from the Settlement fund may be made only after the Effective Date, as authorized by Court order. In addition upon the Effective Date, a majority of Co-Lead Class Counsel shall have the authority, in accordance with paragraph 11(g), to appoint a Successor Escrow Agent and direct that all funds be transferred to the Successor Escrow Agent, which Successor Escrow Agent shall not be a Defendant or an affiliate of a Defendant. U pon the Effective Date, Defendants’ interest in the Settlement Fund shall cease in its entirety.Agreement
(c) In Pursuant to Paragraphs 21-22 of the event funds transfer instructions are given (other than in writing at Class Settlement Agreement, from the time of execution of this Agreement), whether in writing, by facsimile, e-mail, telecopier or otherwise, Escrow Agent will seek confirmation of such instructions by telephone call back Settlement Final Approval Date to the person or persons designated in subparagraphs (a) and (b) above only if it is reasonably necessarydate twenty business days after the Settlement Final Date, and subject to making the Class Exclusion Takedown Payments provided in Paragraphs 17-20 of the Class Settlement Agreement, the Escrow Agent may rely upon the confirmations of anyone purporting to be the person or persons so designated. It will not be reasonably necessary to seek confirmation if Escrow Agent receives a written letter authorizing a disbursement from the law firms required in subparagraphs (a) and (b), as applicable, signed or electronically signed by one the required persons designated in subparagraphs (a) and (b). T o assure accuracy of the instructions it receives, Escrow Agent may record such call backs. If Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it r eceives, it s hall not execute the instruction until all issues have been resolved. The persons and telephone numbers for call backs may be validly changed make payments only in a writing that amounts approved by the Court for (i) is signed by the party changing its notice designationscosts of maintaining or administering the Class Settlement Cash Escrow Account(s), including Taxes and (ii) is received and acknowledged by Escrow Agent. Co-Lead Class Counsel and Defendants’ Counsel agree to notify Escrow Agent the administrative costs of any errorspaying such Taxes, delays or other problems within 30 da ys after receiving notification that a transaction has been executed. If it is determined that the transaction was delayed or erroneously executed as a r esult of Escrow Agent’s error, Escrow Agent’s sole obligation is to pay or refund the amount of such error and any amounts as may be required by applicable law. Any claim for interest payable will be at the then-published rate for United States Treasury Bills having a maturity of 91 days.and
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