Common use of Final Approval Order and Judgment Clause in Contracts

Final Approval Order and Judgment. No later than fourteen (14) days prior to the Final Approval Hearing, Plaintiff shall move for entry of an order of final approval, granting final approval of this Settlement and holding this Agreement to be final, fair, reasonable, adequate, and binding on all Settlement Class Members who have not excluded themselves as provided herein, and ordering that the settlement relief be provided as set forth in this Agreement, approving and ordering the releases as set forth in Section 57, and entering final judgment dismissing with prejudice all claims Class Members asserted in, or that they could have asserted in, this Litigation. The Final Approval Order shall, among other things, also: a) Dismiss Plaintiff’s and the Settlement Class claims (including all individual claims and Settlement Class claims presented thereby) against the Settling Defendants on the merits and with prejudice, without fees or costs to any party; b) Dismiss Non-Settling Defendants’ crossclaims for indemnity and contribution against the Settling Defendants with prejudice pursuant to New York General Obligations Law §15-108; c) Preserve the Remaining Claims against the Non-Settling Defendants; d) Bar and permanently enjoin all potential Settlement Class Members from (i) filing, commencing, prosecuting, intervening in, or participating (as Settlement Class Members or otherwise) in any lawsuit, arbitration or other legal proceeding in any jurisdiction based on or relating to the Released Claims; e) Without affecting the finality of the Final Approval Order for the purposes of appeal, retaining the Court’s jurisdiction as to all matters relating to administration, consummation, enforcement, and interpretation of this Agreement and the Final Approval Order, and for any other necessary purpose.

Final Approval Order and Judgment. No (a) After the Settlement Agreement is approved preliminarily by the Court, Plaintiffs shall move for Final Approval of the Settlement no later than fourteen twenty-one (1421) days prior to the Final Approval Hearing, Plaintiff . Plaintiffs’ motion shall move for entry of an order of final approval, granting final approval of attach a proposed Final Approval Order and Judgment. (b) The proposed Final Approval Order and Judgment shall: a. approve this Settlement and holding this Agreement without modification (except insofar as the Parties have agreed to be final, such modification) as fair, reasonablereasonable and adequate to the Settlement Class and direct its consummation according to its terms; b. find that the form and manner of notice implemented pursuant to this Settlement Agreement constitutes the best notice practicable under the circumstances; constitutes notice that is reasonably calculated, under the circumstances, to apprise the members of the Settlement Class of the pendency of Plaintiffs’ claims, the terms of the proposed Settlement, the right to object to or exclude themselves from the proposed Settlement, and the right to appear at the Final Approval Hearing; constitutes due, adequate, and binding on sufficient notice to all persons entitled to receive notice; and meets the requirements of due process, and the applicable rules of civil procedure; c. find that all members of the Settlement Class Members (except those who have properly excluded themselves) shall be bound by this Settlement Agreement, including the release provisions and covenant not excluded themselves as provided hereinto ▇▇▇; d. direct that upon the Effective Date, judgment be entered immediately dismissing the Action with prejudice; e. incorporate the release and ordering that the settlement relief be provided as covenant not to ▇▇▇ set forth in this the Settlement Agreement, approving and ordering the releases as set forth in Section 57, and entering final judgment dismissing with prejudice all forever bar any claims Class Members asserted in, or that they could have asserted in, this Litigation. The Final Approval Order shall, among other things, also: a) Dismiss Plaintiff’s and the Settlement Class claims (including all individual claims and Settlement Class claims presented thereby) against the Settling Defendants on the merits and with prejudice, without fees or costs liabilities related to any party; b) Dismiss Non-Settling Defendants’ crossclaims for indemnity and contribution against the Settling Defendants with prejudice pursuant to New York General Obligations Law §15-108; c) Preserve the Remaining Claims against the Non-Settling Defendants; d) Bar and permanently enjoin all potential Settlement Class Members from (i) filing, commencing, prosecuting, intervening in, or participating (as Settlement Class Members or otherwise) in any lawsuit, arbitration or other legal proceeding in any jurisdiction based on or relating to the Released Claims; e) Without affecting the finality f. approve payment of the Final Approval Order for the purposes Service Awards and Attorneys’ Fees and Costs; and g. retain jurisdiction solely of appeal, retaining the Court’s jurisdiction as to all matters relating to the interpretation, administration, consummation, enforcementimplementation, and interpretation enforcement of this Agreement and the Final Approval Order, and for any other necessary purposeSettlement Agreement.

Final Approval Order and Judgment. No later than fourteen On , this Court entered an order granting preliminary approval (14the “Preliminary Approval Order”) days prior (Doc. ) of the Class Action Settlement (“Settlement”) between Plaintiff ▇▇▇▇▇▇ ▇▇▇▇, ▇▇., on his own behalf and on behalf of the Settlement Class, and Defendants Wyndham Hotels & Resorts, LLC and Wyndham Hotel Group, LLC (“Wyndham Hotels” or “Defendants”), as memorialized in the Class Action Settlment Agreement, Exhibit _ (Doc. ) (the “Settlement Agreement”).1 On , pursuant to the notice requirements set forth in the Settlement and in the Preliminary Approval Order, the Settlement Class was apprised of the nature and pendency of the Litigation, the terms of the Settlement, and their rights to request exclusion, object, and/or appear at the final approval hearing; On , Plaintiff filed his Motion for Final Approval Hearingof the Class Action Settlement (“Final Approval Motion”) and accompanying Memorandum of Law and supporting 1 The capitalized terms used in this Final Approval Order and Judgment shall have the same meaning as defined in the Settlement Agreement except as may otherwise be indicated. exhibits, Plaintiff shall move and Class Counsel filed their Application for entry Attorneys’ Fees, Expenses and Service Award and accompanying Memorandum of an order of final approvalLaw and supporting exhibits (“Fee Application”); On , granting the Court held a final approval of this hearing to determine, inter alia: (1) whether the Settlement and holding this Agreement to be final, is fair, reasonable, and adequate; and (2) whether judgment should be entered dismissing all claims in the Complaint with prejudice. Prior to the final approval hearing, Class Counsel filed a declaration from the Settlement Administrator confirming that the Notice Program was completed in accordance with the Parties’ instructions and the Preliminary Approval Order. Therefore, the Court is satisfied that Settlement Class Members were properly notified of their right to appear at the final approval hearing in support of or in opposition to the proposed Settlement, the award of attorneys’ fees, costs, and expenses, and the payment of Service Awards. Having given an opportunity to be heard to all requesting persons in accordance with the Preliminary Approval Order, having heard the presentation of Class Counsel and counsel for Defendants, having reviewed all of the submissions presented with respect to the proposed Settlement, having determined that the Settlement is fair, adequate, and binding on all Settlement reasonable, having considered the application made by Class Members who have not excluded themselves as provided hereinCounsel for attorneys’ fees, costs, and ordering that the settlement relief be provided as set forth in this Agreement, approving and ordering the releases as set forth in Section 57expenses, and entering final judgment dismissing with prejudice all claims Class Members asserted inthe application for Service Awards, or that they could have asserted inand having reviewed the materials in support thereof, this Litigation. The and good cause appearing in the record and Plaintiff’s Final Approval Order shall, among other things, also: a) Dismiss Plaintiff’s and the Settlement Class claims (including all individual claims and Settlement Class claims presented thereby) against the Settling Defendants on the merits and with prejudice, without fees or costs to any party; b) Dismiss Non-Settling Defendants’ crossclaims for indemnity and contribution against the Settling Defendants with prejudice pursuant to New York General Obligations Law §15-108; c) Preserve the Remaining Claims against the Non-Settling Defendants; d) Bar and permanently enjoin all potential Settlement Class Members from (i) filing, commencing, prosecuting, intervening in, or participating (as Settlement Class Members or otherwise) in any lawsuit, arbitration or other legal proceeding in any jurisdiction based on or relating to the Released Claims; e) Without affecting the finality of the Final Approval Order for the purposes of appeal, retaining the Court’s jurisdiction as to all matters relating to administration, consummation, enforcementMotion is GRANTED, and interpretation of this Agreement and the Final Approval OrderClass Counsel’s Fee Application is GRANTED, and for any other necessary purpose.and:

Final Approval Order and Judgment. No 57. Plaintiffs’ motion for preliminary approval of the Settlement will include a request to the Court for a scheduled date on which the Final Approval Hearing will occur. Plaintiffs shall file their application for attorneys’ fees and costs and for a Service Award for Plaintiffs, no later than fourteen (14) 21 days prior to the Objection Deadline. Plaintiffs shall file their motion for final approval of the Settlement no later than 14 days prior to the Final Approval Hearing, Plaintiff shall move for entry of an order of final approval, granting final approval of this Settlement and holding this Agreement to be final, fair, reasonable, adequate, and binding on all Settlement Class Members who have not excluded themselves as provided herein, and ordering that the settlement relief be provided as set forth in this Agreement, approving and ordering the releases as set forth in Section 57, and entering final judgment dismissing with prejudice all claims Class Members asserted in, or that they could have asserted in, this Litigation. 58. The proposed Final Approval Order that will be attached to the motion shall be in a form agreed upon by Class Counsel and Chase. Such proposed Final Approval Order shall, among other things, also: a) Dismiss Plaintiff’s a. Determine that the Settlement is fair, adequate, and reasonable; b. Finally certify the Settlement Class claims (including all individual claims and Settlement Class claims presented thereby) against the Settling Defendants on the merits and with prejudice, without fees or costs to any partyfor settlement purposes only; b) c. Designate the Plaintiffs as Class Representatives; d. Appoint Class Counsel; e. Determine that the Notice provided satisfied Due Process requirements; f. Dismiss Non-Settling Defendants’ crossclaims for indemnity and contribution against the Settling Defendants Action with prejudice pursuant to New York General Obligations Law §15-108and without costs; c) Preserve the Remaining Claims against the Non-Settling Defendants; d) g. Bar and permanently enjoin Plaintiffs and all potential Settlement Class Members from (i) filing, commencing, prosecuting, intervening in, or participating (as Settlement Class Members or otherwise) in from asserting any lawsuit, arbitration or other legal proceeding in any jurisdiction based on or relating to of the Released Claims; e) Without affecting , as set forth in Section XIV hereof, including during the finality pendency of the Final Approval Order for the purposes of appeal, retaining the Court’s jurisdiction as to all matters relating to administration, consummation, enforcement, and interpretation of this Agreement and any appeal from the Final Approval Order; h. Release Chase and the Released Parties from the Released Claims, as set forth in Section XIV hereof; and i. Reserve the Court’s continuing and exclusive jurisdiction over the Parties to this Agreement, including Plaintiffs, Chase, all Settlement Class Members, and for any other necessary purposeall objectors, to administer, supervise, construe, and enforce this Agreement in accordance with its terms.

Final Approval Order and Judgment. No (a) After the Settlement Agreement is approved preliminarily by the Court, Plaintiffs shall move for Final Approval of the Settlement no later than fourteen twenty-one (1421) days prior to the Final Approval Hearing, Plaintiff . Plaintiffs’ motion shall move for entry of an order of final approval, granting final approval of attach a proposed Final Approval Order and Judgment. (b) The proposed Final Approval Order and Judgment shall: a. approve this Settlement and holding this Agreement without modification (except insofar as the Parties have agreed to be final, such modification) as fair, reasonablereasonable and adequate to the Settlement Class and direct its consummation according to its terms; b. find that the form and manner of notice implemented pursuant to this Settlement Agreement constitutes the best notice practicable under the circumstances; constitutes notice that is reasonably calculated, under the circumstances, to apprise the members of the Settlement Class of the pendency of Plaintiffs’ claims, the terms of the proposed Settlement, the right to object to or exclude themselves from the proposed Settlement, and the right to appear at the Final Approval Hearing; constitutes due, adequate, and binding on sufficient notice to all persons entitled to receive notice; and meets the requirements of due process, and the applicable rules of civil procedure; c. find that all members of the Settlement Class Members (except those who have properly excluded themselves) shall be bound by this Settlement Agreement, including the release provisions and covenant not excluded themselves as provided hereinto sue; d. direct that upon the Effective Date, judgment be entered immediately dismissing the Action with prejudice; e. incorporate the release and ordering that the settlement relief be provided as covenant not to sue set forth in this the Settlement Agreement, approving and ordering the releases as set forth in Section 57, and entering final judgment dismissing with prejudice all forever bar any claims Class Members asserted in, or that they could have asserted in, this Litigation. The Final Approval Order shall, among other things, also: a) Dismiss Plaintiff’s and the Settlement Class claims (including all individual claims and Settlement Class claims presented thereby) against the Settling Defendants on the merits and with prejudice, without fees or costs liabilities related to any party; b) Dismiss Non-Settling Defendants’ crossclaims for indemnity and contribution against the Settling Defendants with prejudice pursuant to New York General Obligations Law §15-108; c) Preserve the Remaining Claims against the Non-Settling Defendants; d) Bar and permanently enjoin all potential Settlement Class Members from (i) filing, commencing, prosecuting, intervening in, or participating (as Settlement Class Members or otherwise) in any lawsuit, arbitration or other legal proceeding in any jurisdiction based on or relating to the Released Claims; e) Without affecting the finality f. approve payment of the Final Approval Order for the purposes Service Awards and Attorneys’ Fees and Costs; and g. retain jurisdiction solely of appeal, retaining the Court’s jurisdiction as to all matters relating to the interpretation, administration, consummation, enforcementimplementation, and interpretation enforcement of this Agreement and the Final Approval Order, and for any other necessary purposeSettlement Agreement.

Final Approval Order and Judgment. No later than fourteen (14) days prior to Plaintiff will request, and Defendant will concur in said request, that the Court enter, after the Final Approval Hearing, a Final Approval Order and Judgment drafted by Plaintiff shall move for entry in the form that is consistent with this Settlement Agreement and subject to prior review and approval by Defendant. Plaintiff will request that the Final Approval Order and Judgment find that this settlement is fair, just, equitable, reasonable, adequate and in the best interests of an order the Class, enter judgment in accordance with California Rules of final approvalCourt 3.769, granting final approval and require the Parties to carry out the provisions of this Settlement and holding this Agreement. 61. Voiding of Settlement Agreement if Settlement Not Finalized or for Failure to be finalSatisfy Conditions. a. The Court may award less to Plaintiff, fairClass Counsel, reasonableSettlement Administrator, adequate, and binding on all Settlement Class Members who have not excluded themselves as and/or the LWDA than is provided for herein, without impacting the validity and ordering that enforceability of this Settlement Agreement. b. If for any reason the settlement relief be provided as set forth in this Settlement Agreement is terminated as provided under this Paragraph or Paragraph 54 or does not otherwise become final: i. The settlement shall be null and void and the orders and judgment to be entered pursuant to this Settlement Agreement shall be vacated; and the Parties will be returned to the status quo as of February 1, 2021, with respect to the Lawsuit and Plaintiff’s class and representative claims, as if the Parties had never entered into this Settlement Agreement. ii. This Settlement Agreement and all negotiations, court orders and proceedings relating thereto shall be without prejudice to the rights of any and all Parties hereto and Class Members, whom shall be restored to their respective positions existing prior to the execution of this Settlement Agreement, approving and ordering evidence relating to this Settlement Agreement and all negotiations shall not be admissible or discoverable in the releases as set forth in Section 57litigation and/or Lawsuit or otherwise. iii. Defendant will not have waived, and entering final judgment dismissing with prejudice all claims instead expressly reserves, its rights to challenge the continuing propriety of class certification or representative adjudication for any purpose. iv. Plaintiff and Class Members asserted inCounsel will not have waived, or that they could have asserted inand instead expressly reserve, this Litigation. The Final their rights to move for collective and/or class certification and seek representative adjudication. v. To the extent one exists, the Preliminary Approval Order shallshall be vacated in its entirety and neither this Settlement Agreement, among other things, also: a) Dismiss Plaintiff’s and the Settlement Class claims (including all individual claims and Settlement Class claims presented thereby) against the Settling Defendants on the merits and with prejudice, without fees or costs to any party; b) Dismiss Non-Settling Defendants’ crossclaims for indemnity and contribution against the Settling Defendants with prejudice pursuant to New York General Obligations Law §15-108; c) Preserve the Remaining Claims against the Non-Settling Defendants; d) Bar and permanently enjoin all potential Settlement Class Members from (i) filing, commencing, prosecuting, intervening in, or participating (as Settlement Class Members or otherwise) in any lawsuit, arbitration or other legal proceeding in any jurisdiction based on or relating to the Released Claims; e) Without affecting the finality of the Final Approval Order for the purposes of appeal, retaining the Court’s jurisdiction as to all matters relating to administration, consummation, enforcement, and interpretation of this Agreement and the Final Preliminary Approval Order, and nor any other document in any way relating to any of the foregoing, shall be relied upon, referred to, or used in any way for any other necessary purposepurpose in connection with any further proceedings in this or any related action, including class certification proceedings.

Final Approval Order and Judgment. No later than fourteen On [DATE], this Court entered an order allowing preliminary approval (14the “Preliminary Approval Order”) days prior (Doc. ) of the settlement (the “Settlement”) between Plaintiffs ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇’▇▇▇▇▇ (collectively, “Plaintiffs” or “Class Representatives”), individually and on behalf of all others similarly situated (the “Settlement Class”), and Defendant UMass Memorial Health Care, Inc. (“UMMHC” and together with Plaintiffs, the “Parties”), as memorialized in the Settlement Agreement, dated October , 2022. On [DATE], pursuant to the notice requirements set forth in the Settlement Agreement and in the Preliminary Approval Order, the Settlement Class was notified of the terms of the proposed Settlement Agreement and the right of Settlement Class Members to object to the Settlement Agreement and to be heard at a Final Approval Hearing. On [DATE], Plaintiff shall move for entry the Court held a Final Approval Hearing to determine, inter alia: (1) whether the terms and conditions of an order of final approval, granting final approval of this the Settlement and holding this Agreement to be final, are fair, reasonable, and adequate for the release of the claims contemplated by the Settlement Agreement; and (2) whether judgment should be entered dismissing this action with prejudice. Prior to the Final Approving Hearing, an affidavit or declaration of compliance with the provisions of the Settlement Agreement and Preliminary Approval Order relating to notice was filed with the Court as required by the Preliminary Approval Order. Therefore, the Court is satisfied that Settlement Class Members were properly notified of their right to appear at the Final Approval Hearing in support of or in opposition to the proposed Settlement Agreement, the Attorneys’ Fees, Costs, and Expenses Award to Settlement Class Counsel, and the payment of Service Awards to the Class Representatives. Having given an opportunity to be heard to all requesting persons in accordance with the Preliminary Approval Order, having heard the presentation of Settlement Class Counsel and counsel for UMMHC, having reviewed all of the submissions presented with respect to the proposed Settlement Agreement, having determined that the Settlement Agreement is fair, adequate, and binding on all Settlement reasonable, having considered the application made by Class Members who have not excluded themselves as provided hereinCounsel for attorneys’ fees and costs and the application for Service Awards to the Class Representatives, and ordering that having reviewed the settlement relief be provided as set forth materials in this Agreement, approving and ordering the releases as set forth in Section 57support thereof, and entering final judgment dismissing with prejudice all claims Class Members asserted in, or that they could have asserted in, this Litigation. The Final Approval Order shall, among other things, alsogood cause appearing: a) Dismiss Plaintiff’s and the Settlement Class claims (including all individual claims and Settlement Class claims presented thereby) against the Settling Defendants on the merits and with prejudice, without fees or costs to any party; b) Dismiss Non-Settling Defendants’ crossclaims for indemnity and contribution against the Settling Defendants with prejudice pursuant to New York General Obligations Law §15-108; c) Preserve the Remaining Claims against the Non-Settling Defendants; d) Bar and permanently enjoin all potential Settlement Class Members from (i) filing, commencing, prosecuting, intervening in, or participating (as Settlement Class Members or otherwise) in any lawsuit, arbitration or other legal proceeding in any jurisdiction based on or relating to the Released Claims; e) Without affecting the finality of the Final Approval Order for the purposes of appeal, retaining the Court’s jurisdiction as to all matters relating to administration, consummation, enforcement, and interpretation of this Agreement and the Final Approval Order, and for any other necessary purpose.

Final Approval Order and Judgment. No 1. s motion for preliminary approval of the Settlement will include a request to the Court for a scheduled date on which the Final Approval Hearing will occur. By no later than fourteen (14) 21 days prior to the Objection Deadline, Plaintiffs shall file a motion for final approval of the Settlement and a motion for Service Awards. By no later than 14 days prior to the Final Approval Hearing, Plaintiff the Parties shall move for entry of an order file responses, if any, to any objections, and any replies in support of final approvalfor each Class Representative. at the Final Approval Hearing from any Settlement Class Members (or their counsel) who object to the Settlement or to the applications , costs, and expenses, and for Service Awards, provided the objectors filed timely objections that meet all of the requirements listed in Section VII paragraph 4. 2. At or following the Final Approval Hearing, the Court will determine whether to enter the Final Approval Order granting final approval of this Settlement and holding this Agreement to be final, fair, reasonable, adequatethe Settlement, and binding on all Settlement Class Members who have not excluded themselves as provided hereinand expenses, and ordering that the settlement relief be provided as set forth in this Agreement, approving and ordering the releases as set forth in Section 57, and entering final judgment dismissing with prejudice all claims Class Members asserted in, or that they could have asserted in, this LitigationService Awards. The proposed Final Approval Order that will be filed with the motion for final approval shall be in a form agreed upon by Class Counsel and Defendants. Such proposed Final Approval Order shall, among other things, also: a) Dismiss Plaintiff’s a. Determine that the Settlement is fair, adequate, and reasonable; b. Finally certify the Settlement Class claims (including all individual claims and Settlement Class claims presented thereby) against for settlement purposes only; c. Determine that the Settling Defendants on Notice provided satisfied Due Process requirements; d. Dismiss the merits and Action with prejudice, without fees or costs to any party; b) Dismiss Non-Settling Defendants’ crossclaims for indemnity and contribution against the Settling Defendants with prejudice pursuant to New York General Obligations Law §15-108; c) Preserve the Remaining Claims against the Non-Settling Defendants; d) e. Bar and permanently enjoin all potential Settlement Class Members from (i) filing, commencing, prosecuting, intervening in, or participating (as Settlement Class Members or otherwise) in the Releasing Parties from asserting any lawsuit, arbitration or other legal proceeding in any jurisdiction based on or relating to of the Released Claims; e) Without affecting , as set forth in Section IX, including during the finality pendency of the Final Approval Order for the purposes of appeal, retaining the Court’s jurisdiction as to all matters relating to administration, consummation, enforcement, and interpretation of this Agreement and any appeal from the Final Approval Order; f. Release Defendants and the Released Parties from the Released Claims, as set forth in Section IX; and ▇. ▇▇ and exclusive jurisdiction over Defendants and all Settlement Class Members (including all objectors) to administer, supervise, construe, and for any other necessary purposeenforce this Agreement in accordance with its terms.

Final Approval Order and Judgment. No later than fourteen (14) days prior to The Court shall enter the Final Approval HearingOrder and Judgment substantially in the form attached as Exhibit 3, Plaintiff which shall move for entry of an order of final approvalamong other things: a. Find that (i) the Court has personal jurisdiction over the Settlement Class Members, granting final approval of this Settlement and holding this Agreement to be final, fair, reasonable, adequate(ii) the Court has personal jurisdiction over the claims asserted in the Action, and binding on (iii) venue is proper; b. Finally approve the Settlement; c. Finally certify the Settlement Class for settlement purposes only; d. Find that the form and means of disseminating the Class Notice complied with all laws, including, but not limited to, the Due Process Clause of the United States Constitution, and find that the Parties and procedures used complied with federal law so as to give full effect to the Settlement; e. Enter Final Judgment with respect to the Released Claims of all Settlement Class Members who have not excluded themselves and dismiss the Released Claims with prejudice; f. Make the Releases in section 10 of this Agreement effective as provided herein, and ordering that of the settlement relief be provided as set forth in this Agreement, approving and ordering date of the releases as set forth in Section 57, and entering final judgment dismissing with prejudice all claims Class Members asserted in, or that they could have asserted in, this Litigation. The Final Approval Order shall, among other things, also: a) Dismiss Plaintiff’s and the Settlement Class claims (including all individual claims and Settlement Class claims presented thereby) against the Settling Defendants on the merits and with prejudice, without fees or costs to any partyJudgment; b) Dismiss Non-Settling Defendants’ crossclaims for indemnity g. Permanently bar and contribution against enjoin the Settling Defendants with prejudice pursuant to New York General Obligations Law §15-108; c) Preserve the Remaining Claims against the Non-Settling Defendants; d) Bar Class Representatives and permanently enjoin all potential Settlement Class Members from (i) from filing, commencing, prosecuting, intervening in, or participating in (as class members or otherwise) any action in any jurisdiction for the Released Claims; h. Permanently bar and enjoin the Class Representatives and all Settlement Class Members from organizing Settlement Class Members, or otherwise) soliciting the participation of Settlement Class Members, or persons who would otherwise fall within the definition of Settlement Class Members but who have requested to be excluded from the Settlement Class, in a separate class for purposes of pursuing any lawsuitaction (including by seeking to amend a pending complaint or counterclaim to include class allegations, arbitration or other legal proceeding seeking class certification in a pending action in any jurisdiction based on or relating to any of the Released Claims); e) Without affecting i. Find that, by operation of the finality entry of the Final Approval Order for and Judgment, the purposes Class Representatives and all of appealthe Settlement Class Members shall be deemed to have forever released, retaining relinquished, and discharged Releasees from any and all Released Claims; j. Authorize the Court’s Parties to implement the terms of this Agreement; k. Retain jurisdiction as to all matters relating to the administration, consummation, enforcement, and interpretation of this Agreement and the Agreement, the Final Approval OrderOrder and Judgment, and for any other necessary purposepurposed; and l. Issue related orders to effectuate the final approval of the Settlement and its implementation.

Final Approval Order and Judgment. No 2.1.5.1 Plaintiffs shall file a motion seeking final approval of the Settlement (the “Final Approval Motion”) with the Court no later than fourteen thirty-one (1431) days prior before the Final Approval Hearing. In the Final Approval Motion, the Plaintiffs will request that the Court, on or after the Final Approval Hearing: (a) enter a Final Approval Order and Judgment, substantially in the form attached as Exhibit B, granting final approval of the Settlement and dismissing the Action with prejudice; (b) approve the distribution of the Net Settlement Fund as provided in the Plan of Allocation; (c) determine the amount of legal fees and expenses to be awarded to Co-Lead Class Counsel as contemplated by Section 11 of this Settlement Agreement; and (d) determine the Case Contribution Awards, if any, to be awarded to the Plaintiffs. 2.1.5.2 The Final Approval Motion also shall ask the Court to permanently enjoin: (i) the members of the Settlement Class from bringing in any forum any of Plaintiffs’ Released Claims against any of Plaintiffs’ Released Persons; and (ii) ▇▇▇▇▇▇ ▇▇▇ Parties from bringing in any forum any of ▇▇▇▇▇▇ ▇▇▇ Parties’ Released Claims against any of ▇▇▇▇▇▇ ▇▇▇ Parties’ Released Persons. 2.1.5.3 At the Final Approval Hearing, Plaintiff the Plaintiffs and ▇▇▇▇▇▇ ▇▇▇ shall move for entry of an order of final approvalrequest that the Court rule on any objections to the Settlement (“Objections”) by any Class Member, granting final approval of find that the Settlement is fair, reasonable and adequate, and enter the Final Approval Order and Judgment. To be considered timely, Objections must be received by the Court no later than twenty-one (21) days before the Final Approval Hearing. The Objection must be signed by the objector, set forth any and all objections to this Settlement and holding this Agreement include any supporting papers and arguments. 2.1.5.4 The Parties agree to be final, fair, reasonable, adequate, and binding on all Settlement Class Members who have not excluded themselves as provided herein, and ordering that the settlement relief be provided as set forth in this Agreement, approving and ordering the releases as set forth in Section 57, and entering final judgment dismissing with prejudice all claims Class Members asserted in, or that they could have asserted in, this Litigation. The Final Approval Order shall, among other things, also: a) Dismiss Plaintiff’s and the Settlement Class claims (including all individual claims and Settlement Class claims presented thereby) against the Settling Defendants on the merits and with prejudice, without fees or costs to any party; b) Dismiss Non-Settling Defendants’ crossclaims for indemnity and contribution against the Settling Defendants with prejudice pursuant to New York General Obligations Law §15-108; c) Preserve the Remaining Claims against the Non-Settling Defendants; d) Bar and permanently enjoin all potential Settlement Class Members from (i) filing, commencing, prosecuting, intervening in, or participating (as Settlement Class Members or otherwise) in any lawsuit, arbitration or other legal proceeding in any jurisdiction based on or relating to the Released Claims; e) Without affecting the finality support entry of the Final Approval Order and Judgment, including through the conclusion of any Review Proceeding. Further, ▇▇▇▇▇▇ ▇▇▇ Parties shall not take any adverse position with respect to the matters described in clauses b, or d of Section 2.1.5.1, so long as disposition of those matters is substantially in accordance with the provisions of Section 9 and Section 11 of this Settlement Agreement. The Parties otherwise covenant and agree to reasonably cooperate with one another and to take all actions reasonably necessary to effectuate the Settlement Agreement and to obtain a Final Approval Order and Judgment. 2.1.5.5 The Settlement provided for in this Settlement Agreement is expressly conditioned upon the purposes entry of appeal, retaining the Final Approval Order and Judgment by the Court’s jurisdiction as to all matters relating to administration, consummation, enforcement, and interpretation of this Agreement and the Final Approval OrderOrder and Judgment becoming Final in accordance with Sections 2.1.5.1, 2.1.5.2, 2.1.5.3, and for any other necessary purpose2.1.5.

Final Approval Order and Judgment. 11.01 No later than fourteen (14) calendar days prior to the Final Approval Hearing, Plaintiff the Claims Administrator shall move file with the Court and serve on counsel for entry all Parties a declaration stating that the Notice required by the Agreement has been completed in accordance with the terms of an order the Preliminary Approval Order. 11.02 If the Settlement is approved preliminarily by the Court, and all other conditions precedent to the Settlement have been satisfied, no later than fourteen (14) calendar days prior to Final Approval Hearing: a. The Parties shall both request individually or collectively, that the Court enter the Final Approval Order in substantially the form attached as Exhibit B and the Judgment in substantially the form attached as Exhibit E, with Class Counsel filing a memorandum of final approvalpoints and authorities in support of the motion; and, b. Class Counsel and/or Defendant may file a memorandum addressing any objections submitted to the Settlement. 11.03 At the Final Approval Hearing, granting the Parties will ask the Court to consider and determine whether the provisions of this Agreement should be approved, whether the Settlement should be finally approved as fair, reasonable and adequate, whether any objections to the Settlement should be overruled, whether the fee award and incentive payments to the Class Representatives should be approved, and whether the Final Approval Order and Judgments should be entered. 11.04 This Agreement is subject to and conditioned upon the issuance by the Court of a Final Approval Order which grants final approval of this Settlement Agreement and: a. finds that the Notice provided satisfies the requirements of due process and holding this Agreement to be final, fair, reasonable, adequate, and binding on all Federal Rule of Civil Procedure Rule 23(e)(1); b. finds that Settlement Class Members who have not excluded themselves as provided herein, been adequately represented by Plaintiffs and ordering Class Counsel; c. finds that the settlement relief Settlement Agreement is fair, reasonable and adequate to the Settlement Class, that each Settlement Class Member shall be provided as set forth in bound by this Agreement, approving including the release in Sections 13.01 through 13.04, and ordering the releases as set forth covenant not to sue in Section 5713.05, and entering final judgment dismissing with prejudice all claims Class Members asserted in, or that they could have asserted in, this Litigation. The Final Approval Order shall, among other things, also: a) Dismiss Plaintiff’s Settlement Agreement should be and the Settlement Class claims (including all individual claims and Settlement Class claims presented thereby) against the Settling Defendants on the merits and with prejudice, without fees or costs to any partyis approved; b) Dismiss Non-Settling Defendants’ crossclaims for indemnity and contribution against the Settling Defendants with prejudice pursuant to New York General Obligations Law §15-108; c) Preserve the Remaining Claims against the Non-Settling Defendants; d) Bar and permanently enjoin all potential Settlement Class Members from (i) filing, commencing, prosecuting, intervening in, or participating (as Settlement Class Members or otherwise) in any lawsuit, arbitration or other legal proceeding in any jurisdiction based on or relating to the Released Claims; e) Without affecting the finality of the Final Approval Order for the purposes of appeal, retaining the Court’s jurisdiction as to all matters relating to administration, consummation, enforcement, and interpretation of this Agreement and the Final Approval Order, and for any other necessary purpose.