Common use of Final Judgment Clause in Contracts

Final Judgment. If this Settlement Agreement is preliminarily approved by the Court, the Settlement Class, at a time to be determined at the discretion of Co-Lead Counsel, shall seek entry of an Order and Final Judgment, which Settling Defendants shall not oppose and in which they shall reasonably cooperate, that inter alia: a. certifies the Settlement Class described in Section II(E)(2), pursuant to Rule 23 of the Federal Rules of Civil Procedure, solely for purposes of this Settlement as a Settlement Class for the Action; b. finally approves this Settlement Agreement and its terms as being a fair, reasonable, and adequate settlement as to the Class Members within the meaning of Rule 23 of the Federal Rules of Civil Procedure and directing its consummation according to its terms and conditions; c. determines that the Class Notice constituted, under the circumstances, the most effective and practicable notice of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; d. orders that all claims made against the Settling Defendants in the Action be dismissed with prejudice and, except as expressly provided for in this Settlement Agreement, without further costs or fees; e. incorporates the Releases set forth in Section II(B) of this Agreement and makes the Releases effective as of the date of the Final Order and Final Judgment; f. reserves to the Court exclusive jurisdiction over the Settlement and this Settlement Agreement, including the administration and consummation of this Agreement; g. determines under Federal Rule of Civil Procedure 54(b) that there is no just reason for delay and directs that the judgment of dismissal as to the Released Parties shall be final and entered forthwith; and h. orders that Net Settlement Fund may be disbursed as provided in the Final Approval Order or other order of the Court.

Final Judgment. If this Settlement Agreement is preliminarily approved by the Court, the Settlement Class, at a time to be determined at the discretion of Co-Lead Counsel, shall seek entry of an Order and Final Judgment, which Settling Defendants shall not oppose and in which they shall reasonably cooperate, that inter alia:, a. certifies the Settlement Class described in Section II(E)(2), pursuant to Rule 23 of the Federal Rules of Civil Procedure, solely for purposes of this Settlement as a Settlement Class for the Action; b. finally approves this Settlement Agreement and its terms as being a fair, reasonable, and adequate settlement as to the Class Members within the meaning of Rule 23 of the Federal Rules of Civil Procedure and directing its consummation according to its terms and conditions; c. determines that the Class Notice constituted, under the circumstances, the most effective and practicable notice of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; d. orders that all claims made against the Settling Defendants Defendant in the Action Action, be dismissed with prejudice and, except as expressly provided for in this Settlement Agreement, without further costs or fees; e. incorporates the Releases set forth in Section II(B) of this Agreement and makes the Releases effective as of the date of the Final Order and Final Judgment; f. reserves to the Court exclusive jurisdiction over the Settlement and this Settlement Agreement, including the administration and consummation of this Agreement; g. determines under Federal Rule of Civil Procedure 54(b) that there is no just reason for delay and directs that the judgment of dismissal as to the Released Parties shall be final and entered forthwith; and h. orders that Net Settlement Fund may be disbursed as provided in the Final Approval Order or other order of the Court.

Final Judgment. If 13.1 Defendant shall not be obligated to pay any sum pursuant to this Settlement Agreement except upon Final Judgment. However, in the event that Final Approval of this Settlement Agreement is preliminarily approved by not granted, Defendant will reimburse the CourtClaims Administrator for reasonable costs incurred in administering the settlement, including but not limited to time spent to prepare documents and testimony in support of the Motion for Preliminary Approval or Final Approval motion. 13.2 By entering Final Judgment, the Court shall: 13.2.1 Approve this Settlement and the proposed Settlement as fair, reasonable and adequate as to, and in the best interests of, the Settlement ClassClass Members; direct the Parties and their counsel to implement and consummate this Settlement, at a time to be determined at the discretion of Co-Lead Counsel, shall seek entry of an Order and Final Judgment, which Settling Defendants shall not oppose and in which they shall reasonably cooperate, that inter alia: a. certifies the Settlement Class described in Section II(E)(2), pursuant to Rule 23 of the Federal Rules of Civil Procedure, solely for purposes of this Settlement as a Settlement Class for the Action; b. finally approves this Settlement Agreement and its terms as being a fair, reasonable, and adequate settlement as to the Class Members within extent the meaning of Rule 23 of the Federal Rules of Civil Procedure and directing its consummation Parties have not done so already, according to its terms and conditions;provisions; and declare this Settlement to be binding on, and have res judicata and preclusive effect in all pending and future lawsuits or other proceedings maintained by or on behalf of Plaintiff and all other Settlement Class Members, as well as their past and present agents, administrators, servants, employees, representatives, assigns, heirs, executors, trustees, joint venturers, partners, successors, predecessors and attorneys, and each of them. c. determines 13.2.2 Find that the Class Notice constitutedForms and the manner of disseminating notice pursuant to the Settlement Agreement: (a) constitute the best practicable notice; (b) constitute notice that is reasonably calculated, under the circumstances, to apprise Settlement Class Members of the most effective pendency of the Action, their right to accept, object to or exclude themselves from the proposed settlement and practicable notice of this Settlement Agreement and to appear at the Fairness Hearingfairness hearing; (c) constitute reasonable, and constituted due due, adequate and sufficient notice for all other purposes to all Persons persons entitled to receive notice; and (d) meet all applicable requirements of the California Code of Civil Procedure, the Due Process Clause of the United States Constitution and any Rules of the Court; d. orders 13.2.3 Find that all claims made against Class Counsel and Plaintiff adequately represented the Settling Defendants in Class for purposes of entering into and implementing the Action be dismissed with prejudice and, except as expressly provided for in this Settlement Agreement, without further costs or feesSettlement; e. incorporates 13.2.4 Incorporate the Releases Release set forth in Section II(B) of this Agreement and makes 15, below, make the Releases Release effective as of the date of the Final Order and Final Judgment; f. reserves to the Court exclusive jurisdiction over Defendant fully funds the Settlement Fund pursuant to section 4.1, and this Settlement Agreement, including the administration and consummation of this Agreement; g. determines under Federal Rule of Civil Procedure 54(b) that there is no just reason for delay and directs that the judgment of dismissal as to forever discharge the Released Parties shall be final from any claims or liabilities arising from or related to the facts, circumstances, or subject matter of this Action; 13.2.5 Enter judgment on all claims of Plaintiff and entered forthwith; and h. orders that Net the Settlement Fund may be disbursed Class Members asserted against Defendant, as well as the Action, without costs to any party, except as provided in this Agreement. 13.3.6 Notice of Entry of Judgment will be served upon Settlement Class Members by electronic posting on the Final Approval Order or other order of the CourtSettlement Website upon filing.

Final Judgment. If At the final hearing on fairness, adequacy, and reasonableness of the settlement as set forth in this Settlement Agreement, the parties, and each of them, agree to cooperate in good faith to achieve the expeditious approval of the settlement, and shall request the Court to grant final approval of the Agreement is preliminarily approved and to enter judgment thereon ("Judgment"). In order to satisfy the requirements of the Agreement, the Judgment must include, by specific statement or by reference to the Agreement to the extent permitted by law and the rules of court, provisions which: 1. Affirm certification of the proceeding as a class action pursuant to Rule 23, Fed. R. Civ. P., with the plaintiff class as previously defined by the Court, the Settlement Class, at a time to be determined at the discretion of Co-Lead Counsel, shall seek entry of an Order and Final Judgment, which Settling Defendants shall not oppose and in which they shall reasonably cooperate, that inter alia: a. certifies the Settlement Class described in Section II(E)(2), pursuant to Rule 23 of the Federal Rules of Civil Procedure, solely for purposes of this Settlement as a Settlement Class for the Action; b. finally approves this Settlement Agreement and its terms as being a fair2. Find that the notice given to class members satisfied the requirements of both Rule 23, reasonableFed. R. Civ. P, and adequate settlement as to the Class Members within the meaning of Rule 23 of the Federal Rules of Civil Procedure due process, and directing its consummation according to its terms and conditions; c. determines that the Class Notice constituted, under the circumstances, the most effective and practicable notice of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; d. orders that all claims made against the Settling Defendants in the Action be dismissed with prejudice and, except as expressly provided for in this Settlement Agreement, without further costs or fees; e. incorporates the Releases set forth in Section II(B) of this Agreement and makes the Releases effective as of the date of the Final Order and Final Judgment; f. reserves to the Court exclusive has jurisdiction over the class; 3. Find that the Agreement is fair, adequate, and reasonable in all respects; 4. Order that defendant University shall implement the Settlement Agreement; 5. Incorporate the Agreement within the Judgment to enable the District Court to exercise jurisdiction over any subsequent dispute involving the Agreement; 6. Pursuant to Rule 42(b), Fed. R. Civ. P., sever from this action the claims that are pending resolution of the ▇▇▇▇▇▇-▇▇▇▇ plaintiffs’ appeal from this Court’s orders of October 5, 2004, and February 10, 2005, denying plaintiffs’ requests for relief based on said claims; 7. Subject only to final resolution of the claims pending on appeal or severed, find that on judicial approval of this Settlement Agreement, including the administration commitments contained herein, defendant University shall be in full compliance with the law, and consummation that, therefore, there are no continuing policies or practices of this Agreementdefendant University, or remnants, traceable to de jure segregation, with present discriminatory effects which can be eliminated, altered or replaced with educationally sound, feasible and practical alternatives or remedial measures; g. determines under Federal Rule 8. Subject only to final resolution of Civil Procedure 54(bthe claims pending on appeal or severed, dismiss on the merits and with prejudice (I) that there is no just reason for delay and directs that the judgment of dismissal as to the Released Parties shall be final and entered forthwith; and h. orders that Net Settlement Fund may be disbursed as provided all claims against defendant University set forth in the Final Approval Order or other order complaint, as amended, (ii) all claims against defendant University set forth in the complaint-in-intervention, and (iii) all claims against defendant University of racial discrimination asserted before the Court throughout the pendency and trials of the Courtaction including, without limitation, claims of system or institutional aspects, features, policies and practices alleged to be remnants of the de jure system.

Final Judgment. If 14.1 Amuse shall not be obligated to pay any sum pursuant to this Settlement Agreement except upon Final Judgment. However, in the event that Final Approval of this Settlement is preliminarily approved by not granted, ▇▇▇▇▇ will reimburse the CourtClaims Administrator for reasonable costs incurred in administering the settlement, including but not limited to time spent to prepare documents and testimony in support of the Settlement Class, at a time Motion for Preliminary Approval or final approval motion. Any appeal regarding the attorneys’ fees or costs or Service Award to be determined at ▇▇▇▇▇▇▇ shall not affect other payments that are not the discretion subject of Co-Lead Counsel, shall seek entry of such an Order and appeal. 14.2 By entering Final Judgment, which Settling Defendants shall not oppose the Court shall: 14.2.1 Approve the Settlement Agreement and the proposed settlement as fair, reasonable and adequate as to, and in which they shall reasonably cooperatethe best interests of, that inter alia: a. certifies the Class Members; direct the Parties and their counsel to implement and consummate the Settlement Agreement, to the extent the Parties have not done so already, according to its terms and provisions; and declare the Settlement Agreement to be binding on, and have res judicata and preclusive effect in all pending and future lawsuits or other proceedings maintained by or on behalf of ▇▇▇▇▇▇▇ and all other Class described in Section II(E)(2)Members, as well as their heirs, executors and administrators, successors and assigns; 14.2.2 Certify the Class pursuant to Federal Rule of Civil Procedure 23 for settlement purposes; 14.2.3 Find that the Notice Forms and the Notice Program implemented pursuant to the Settlement Agreement: (a) constitute the best practicable notice, (b) constitute notice that is reasonably calculated, under the circumstances, to apprise Class Members of the pendency of the Action, their right to accept, object to or exclude themselves from the proposed settlement and to appear at the fairness hearing, (c) constitute reasonable, due, adequate and sufficient notice to all persons entitled to receive notice, and (d) meet all applicable requirements of the Federal Rules of Civil Procedure, solely the Due Process Clause of the United States Constitution and any Rules of the Court; 14.2.4 Find that Class Counsel and ▇▇▇▇▇▇▇ adequately represented the Class for purposes of this Settlement as a Settlement Class for entering into and implementing the Actionsettlement; b. finally approves this Settlement Agreement and its terms as being a fair, reasonable, and adequate settlement as to 14.2.5 Incorporate the Class Members within the meaning of Rule 23 of the Federal Rules of Civil Procedure and directing its consummation according to its terms and conditions; c. determines that the Class Notice constituted, under the circumstances, the most effective and practicable notice of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; d. orders that all claims made against the Settling Defendants in the Action be dismissed with prejudice and, except as expressly provided for in this Settlement Agreement, without further costs or fees; e. incorporates the Releases Release set forth in Section II(B) of this Agreement and makes 16 below, make the Releases Release effective as of the date of the Final Order Judgment, and Final Judgment; f. reserves to the Court exclusive jurisdiction over the Settlement and this Settlement Agreement, including the administration and consummation of this Agreement; g. determines under Federal Rule of Civil Procedure 54(b) that there is no just reason for delay and directs that the judgment of dismissal as to forever discharge the Released Parties shall be final from any claims or liabilities arising from or related to the facts, circumstances, or subject matter of this Action; 14.2.6 Bar and entered forthwith; and h. orders that Net Settlement Fund may be disbursed enjoin ▇▇▇▇▇▇▇ and all Class Members who have not been excluded from the Class from: (a) filing, commencing, prosecuting, intervening in, promoting, or participating (as provided class members or otherwise) in, any lawsuit in the Final Approval Order any jurisdiction based on or other order arising out of the Courtclaims and causes of action, or the facts and circumstances relating thereto, in this Action; and (b) organizing Class Members who have not been excluded from the Class into a separate class for purposes of pursuing as a purported class action any lawsuit (including by seeking to amend a pending complaint to include class allegations, or seeking class certification in a pending action) based on or relating to the claims and causes of action, or the facts and circumstances relating thereto, in this Action.

Final Judgment. If this Settlement Agreement is preliminarily approved by the Court, the Settlement Class, at a time to be determined at the discretion of through Co-Lead CounselCounsel and in accordance with any schedule set forth in the Court’s Preliminary Approval, shall seek entry of an Order and Final Judgment. A reasonable time before filing such motion, which Co-Lead Counsel shall provide the Settling Defendants Defendant’s Counsel with a draft of such motion for review. To the extent that Mar-Jac objects to any aspect of the motion, it shall not oppose communicate such objection to Co-Lead Counsel and in which they the Parties shall reasonably cooperatemeet and confer to resolve any such objection. The motion for Final Approval shall seek an entry of an Order and Final Judgment that, that inter alia: a. certifies the Settlement Class described in Section II(E)(2II(G)(2), pursuant to Rule 23 of the Federal Rules of Civil Procedure, solely for purposes of this Settlement settlement as a Settlement Class for the Action; b. finally approves this Settlement Agreement and its terms as being a fair, reasonable, and adequate settlement as to the Class Members within the meaning of Rule 23 of the Federal Rules of Civil Procedure and directing its consummation according to its terms and conditions, without material modification of those terms and conditions; c. determines that the Class Notice constituted, under the circumstances, the most effective and practicable notice of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons persons or entities entitled to receive notice; d. orders that all claims Claims made by CIIPPs against the Settling Defendants Mar-Jac in the Action Action, be dismissed with prejudice and, except as expressly provided for in this Settlement Agreement, without further costs or fees; e. incorporates the Releases set forth in Section II(B) of this Agreement and makes the Releases effective as of the date of the Final Order and Final Judgment; f. enjoins members of the Settlement Class from suing, directly or indirectly, any of the Released Parties for any of the Released Claims; g. confirms that ▇▇▇-▇▇▇ has provided the appropriate notice pursuant h. reserves to the Court continuing and exclusive jurisdiction over the Settlement settlement and this Settlement Agreement, including the administration and consummation of this Agreement; g. i. determines under Federal Rule of Civil Procedure 54(b) that there is no just reason for delay and directs that the judgment of dismissal as to the Released Parties shall be final and entered forthwith; and h. j. orders that the Net Settlement Fund may be disbursed as provided in the Final Approval Order or other order of the Court. The Parties shall use all reasonable best efforts to obtain Final Approval of the Settlement Agreement without modification to any of its material terms and conditions.

Final Judgment. If 14.1 Defendant shall not be obligated to pay any sum pursuant to this Settlement Agreement except upon Final Judgment. However, in the event that Final Approval of this Settlement is preliminarily approved by not granted, Defendant will reimburse the CourtClaims Administrator for reasonable costs incurred in administering the settlement, including but not limited to time spent to prepare documents and testimony in support of the Settlement Class, at a time Motion for Preliminary Approval or final approval motion. Any appeal regarding the attorney’s fees or costs or incentive payments to be determined at Plaintiff shall not affect other payments that are not the discretion subject of Co-Lead Counsel, shall seek entry of such an Order and appeal. 14.2 By entering Final Judgment, which Settling Defendants shall not oppose the Court shall: 14.2.1 Approve the Settlement Agreement and the proposed settlement as fair, reasonable and adequate as to, and in which they shall reasonably cooperatethe best interests of, that inter alia: a. certifies the Class Members; direct the Parties and their counsel to implement and consummate the Settlement Agreement, to the extent the Parties have not done so already, according to its terms and provisions; and declare the Settlement Agreement to be binding on, and have res judicata and preclusive effect in all pending and future lawsuits or other proceedings maintained by or on behalf of Plaintiff and all other Class described in Section II(E)(2)Members, as well as their heirs, executors and administrators, successors and assigns; 14.2.2 Find that the Notice Forms and the Notice Program implemented pursuant to Rule 23 the Settlement Agreement: (a) constitute the best practicable notice, (b) constitute notice that is reasonably calculated, under the circumstances, to apprise Class Members of the pendency of the Action, their right to accept, object to or exclude themselves from the proposed settlement and to appear at the fairness hearing, (c) constitute reasonable, due, adequate and sufficient notice to all persons entitled to receive notice, and (d) meet all applicable requirements of the Federal Rules of Civil Procedure, solely the Due Process Clause of the United States Constitution and any Rules of the Court; 14.2.3 Find that Class Counsel and Plaintiff adequately represented the Class for purposes of this Settlement as a Settlement Class for entering into and implementing the Actionsettlement; b. finally approves this Settlement Agreement and its terms as being a fair, reasonable, and adequate settlement as to 14.2.4 Incorporate the Class Members within the meaning of Rule 23 of the Federal Rules of Civil Procedure and directing its consummation according to its terms and conditions; c. determines that the Class Notice constituted, under the circumstances, the most effective and practicable notice of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; d. orders that all claims made against the Settling Defendants in the Action be dismissed with prejudice and, except as expressly provided for in this Settlement Agreement, without further costs or fees; e. incorporates the Releases Release set forth in Section II(B) of this Agreement and makes 16 below, make the Releases Release effective as of the date of the Final Order Judgment, and Final Judgment; f. reserves to the Court exclusive jurisdiction over the Settlement and this Settlement Agreement, including the administration and consummation of this Agreement; g. determines under Federal Rule of Civil Procedure 54(b) that there is no just reason for delay and directs that the judgment of dismissal as to forever discharge the Released Parties shall be final from any claims or liabilities arising from or related to the facts, circumstances, or subject matter of this Action; 14.2.5 Bar and entered forthwith; and h. orders that Net Settlement Fund may be disbursed enjoin Plaintiff and all Class Members who have not been excluded from the Class from: (a) filing, commencing, prosecuting, intervening in, promoting, or participating (as provided class members or otherwise) in, any lawsuit in the Final Approval Order any jurisdiction based on or other order arising out of the Courtclaims and causes of action, or the facts and circumstances relating thereto, in this Action; and (b) organizing Class Members who have not been excluded from the Class into a separate class for purposes of pursuing as a purported class action any lawsuit (including by seeking to amend a pending complaint to include class allegations, or seeking class certification in a pending action) based on or relating to the claims and causes of action, or the facts and circumstances relating thereto, in this Action.

Final Judgment. If this Settlement Agreement is preliminarily approved by the Court, the Settlement Class, at a time to be determined at the discretion of Co-Lead Counsel, Class shall seek entry of an Order and Final Judgment, the text of which Plaintiffs and Settling Defendant shall agree upon, which Settling Defendants Defendant shall not oppose and in which they it shall reasonably cooperate, that inter alia: a. certifies the Settlement Class described in Section II(E)(2), pursuant to Rule 23 of the Federal Rules of Civil Procedure, solely for purposes of this Settlement as a Settlement Class for the Action; b. finally approves this Settlement Agreement and its terms as being a fair, reasonable, and adequate settlement as to the Class Members within the meaning of Rule 23 of the Federal Rules of Civil Procedure and directing its consummation according to its terms and conditions; c. determines that the Class Notice constituted, under the circumstances, the most effective and practicable notice of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; d. orders that all claims Claims made against the Settling Defendants Defendant in the Action Action, and any Released Claims against the Released Parties, be dismissed with prejudice and, except as expressly provided for in this Settlement Agreement, without further costs or fees; e. incorporates the Releases set forth in Section II(B) of this Agreement and makes the Releases effective as of the date of the Final Order and Final Judgment; f. reserves to the Court exclusive jurisdiction over the Settlement settlement and this Settlement Agreement, including the administration and consummation of this Agreement; ; g. determines under Federal Rule of Civil Procedure 54(b) that there is no just reason for delay and directs that the judgment of dismissal as to the Released Parties shall be final and entered forthwith; and h. orders that Net Settlement Fund may be disbursed at a later time following the motion to approve a plan of distribution of the Net Settlement Fund created by this Settlement Agreement as provided for in the Final Approval Order or other order of the CourtSection II(C)(9). .

Final Judgment. If this The Final Judgment entered upon the Settlement Agreement is preliminarily approved Hearing by the Court, the Settlement ClassCourt shall include, at a time to be determined at minimum, the discretion of Co-Lead Counsel, shall seek entry of an Order and Final Judgment, which Settling Defendants shall not oppose and in which they shall reasonably cooperate, that inter aliafollowing provisions: a. certifies A finding certifying the Settlement Class described for settlement purposes only, as provided for in Section II(E)(2)this Settlement; and, b. A finding that the distribution of the Notice fully and accurately informed all Class Members and Related Parties entitled to notice of the material elements of the Settlement, pursuant to constituted the best notice practicable under the circumstances, constituted valid, due and sufficient notice, and complied fully with Rule 23 of the Federal Rules of Civil Procedure, solely for purposes of this Settlement as a Settlement the United States Constitution and any other applicable law; and c. A finding that after proper notice to the Class for the Action; b. finally approves Members and after sufficient opportunity to object, no timely Objections to this Settlement Agreement have been made, or that all timely Objections have been considered and its terms denied; and d. Approval of the Settlement, as being a set forth in the Settlement Agreement, as fair, reasonable, adequate, and adequate settlement as to in the best interests of the Settlement Class Members within the meaning of Members, under Rule 23 of the Federal Rules of Civil Procedure Procedure, and directing its consummation according to its terms and conditions; c. determines a finding that the Class Notice constitutedSettlement is in good faith, under and ordering the circumstances, Parties to perform the most effective and practicable notice Settlement in accordance with the terms of this Settlement Agreement Agreement; and e. Subject to reservation of jurisdiction for matters discussed in subparagraph (g), below, dismisses with prejudice the Action, including the Amended Complaint; and f. A finding that all Settlement Class Members and their Related Parties shall, as of the entry of Final Judgment, conclusively be deemed to have released and forever discharged Autovest and its Related Parties from all Released Claims, and forever enjoining and barring all Settlement Class Members and their Related Parties from asserting, instituting or prosecuting in any capacity, before any court or governmental agency, any action or proceedings against Autovest and its Related Parties that asserts any Released Claims; and g. A reservation of exclusive and continuing jurisdiction over the Action and the Fairness HearingParties for the purposes of, among other things: (i) supervising the implementation, enforcement, construction, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; d. orders that all claims made against interpretation of the Settling Defendants in the Action be dismissed with prejudice and, except as expressly provided for in this Settlement Agreement, without further costs or fees; e. incorporates the Releases set forth in Section II(BPreliminary Approval Order, and the Final Judgment; (ii) of this Agreement and makes the Releases effective as determination of the date award of the Final Order attorney fees to class counsel; and Final Judgment; f. reserves to the Court exclusive jurisdiction over the Settlement and this Settlement Agreement, including (iii) supervising the administration and consummation distribution of this Agreement; g. determines under Federal Rule of Civil Procedure 54(b) that there is no just reason for delay and directs that the judgment of dismissal as relief to the Released Parties shall be final Settlement Class Members and entered forthwith; and h. orders resolving any disputes that Net Settlement Fund may be disbursed as provided in the Final Approval Order or other order arise with regard to any of the Courtforegoing.

Final Judgment. If 14.1 QC shall not be obligated to pay any sum pursuant to this Settlement Agreement except upon Final Judgment. However, in the event that Final Approval of this Settlement is preliminarily approved by not granted, QC will reimburse the CourtClaims Administrator for reasonable costs incurred in administering the settlement, including but not limited to time spent to prepare documents and testimony in support of the Settlement Class, at a time Motion for Preliminary Approval or final approval motion. Any appeal regarding the attorney’s fees or costs or incentive payments to be determined at ▇▇▇▇▇▇▇ shall not affect other payments that are not the discretion subject of Co-Lead Counsel, shall seek entry of such an Order and appeal. 14.2 By entering Final Judgment, which Settling Defendants shall not oppose the Court shall: 14.2.1 Approve the Settlement Agreement and the proposed settlement as fair, reasonable and adequate as to, and in which they shall reasonably cooperatethe best interests of, that inter alia: a. certifies the Class Members; direct the Parties and their counsel to implement and consummate the Settlement Agreement, to the extent the Parties have not done so already, according to its terms and provisions; and declare the Settlement Agreement to be binding on, and have res judicata and preclusive effect in all pending and future lawsuits or other proceedings maintained by or on behalf of ▇▇▇▇▇▇▇ and all other Class described in Section II(E)(2)Members, as well as their heirs, executors and administrators, successors and assigns; 14.2.2 Certify the Class pursuant to Federal Rule of Civil Procedure 23 for settlement purposes; 14.2.3 Find that the Notice Forms and the Notice Program implemented pursuant to the Settlement Agreement: (a) constitute the best practicable notice, (b) constitute notice that is reasonably calculated, under the circumstances, to apprise Class Members of the pendency of the Action, their right to accept, object to or exclude themselves from the proposed settlement and to appear at the fairness hearing, (c) constitute reasonable, due, adequate and sufficient notice to all persons entitled to receive notice, and (d) meet all applicable requirements of the Federal Rules of Civil Procedure, solely the Due Process Clause of the United States Constitution and any Rules of the Court; 14.2.4 Find that Class Counsel and ▇▇▇▇▇▇▇ adequately represented the Class for purposes of this Settlement as a Settlement Class for entering into and implementing the Actionsettlement; b. finally approves this Settlement Agreement and its terms as being a fair, reasonable, and adequate settlement as to 14.2.5 Incorporate the Class Members within the meaning of Rule 23 of the Federal Rules of Civil Procedure and directing its consummation according to its terms and conditions; c. determines that the Class Notice constituted, under the circumstances, the most effective and practicable notice of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; d. orders that all claims made against the Settling Defendants in the Action be dismissed with prejudice and, except as expressly provided for in this Settlement Agreement, without further costs or fees; e. incorporates the Releases Release set forth in Section II(B) of this Agreement and makes 16 below, make the Releases Release effective as of the date of the Final Order Judgment, and Final Judgment; f. reserves to the Court exclusive jurisdiction over the Settlement and this Settlement Agreement, including the administration and consummation of this Agreement; g. determines under Federal Rule of Civil Procedure 54(b) that there is no just reason for delay and directs that the judgment of dismissal as to forever discharge the Released Parties shall be final from any claims or liabilities arising from or related to the facts, circumstances, or subject matter of this Action; 14.2.6 Bar and entered forthwith; and h. orders that Net Settlement Fund may be disbursed enjoin ▇▇▇▇▇▇▇ and all Class Members who have not been excluded from the Class from: (a) filing, commencing, prosecuting, intervening in, promoting, or participating (as provided class members or otherwise) in, any lawsuit in the Final Approval Order any jurisdiction based on or other order arising out of the Courtclaims and causes of action, or the facts and circumstances relating thereto, in this Action; and (b) organizing Class Members who have not been excluded from the Class into a separate class for purposes of pursuing as a purported class action any lawsuit (including by seeking to amend a pending complaint to include class allegations, or seeking class certification in a pending action) based on or relating to the claims and causes of action, or the facts and circumstances relating thereto, in this Action.

Final Judgment. If 14.1 HDS shall not be obligated to pay any sum pursuant to this Settlement Agreement except upon Final Judgment. However, in the event that Final Approval of this Settlement is preliminarily approved by not granted, HDS will reimburse the CourtClaims Administrator for reasonable costs incurred in administering the settlement, including but not limited to time spent to prepare documents and testimony in support of the Settlement Class, at a time Motion for Preliminary Approval or final approval motion. Any appeal regarding the attorney’s fees or costs or incentive payments to be determined at ▇▇▇▇▇▇▇▇ shall not affect other payments that are not the discretion subject of Co-Lead Counsel, shall seek entry of such an Order and appeal. 14.2 By entering Final Judgment, which Settling Defendants shall not oppose the Court shall: 14.2.1 Approve the Settlement Agreement and the proposed settlement as fair, reasonable and adequate as to, and in which they shall reasonably cooperatethe best interests of, that inter alia: a. certifies the Class Members; direct the Parties and their counsel to implement and consummate the Settlement Agreement, to the extent the Parties have not done so already, according to its terms and provisions; and declare the Settlement Agreement to be binding on, and have res judicata and preclusive effect in all pending and future lawsuits or other proceedings maintained by or on behalf of ▇▇▇▇▇▇▇▇ and all other Class described in Section II(E)(2)Members, as well as their heirs, executors and administrators, successors and assigns; 14.2.2 Certify the Class pursuant to Federal Rule of Civil Procedure 23 for settlement purposes; 14.2.3 Find that the Notice Forms and the Notice Program implemented pursuant to the Settlement Agreement: (a) constitute the best practicable notice, (b) constitute notice that is reasonably calculated, under the circumstances, to apprise Class Members of the pendency of the Action, their right to accept, object to or exclude themselves from the proposed settlement and to appear at the fairness hearing, (c) constitute reasonable, due, adequate and sufficient notice to all persons entitled to receive notice, and (d) meet all applicable requirements of the Federal Rules of Civil Procedure, solely the Due Process Clause of the United States Constitution and any Rules of the Court; 14.2.4 Find that Class Counsel and ▇▇▇▇▇▇▇▇ adequately represented the Class for purposes of this Settlement as a Settlement Class for entering into and implementing the Actionsettlement; b. finally approves this Settlement Agreement and its terms as being a fair, reasonable, and adequate settlement as to 14.2.5 Incorporate the Class Members within the meaning of Rule 23 of the Federal Rules of Civil Procedure and directing its consummation according to its terms and conditions; c. determines that the Class Notice constituted, under the circumstances, the most effective and practicable notice of this Settlement Agreement and the Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; d. orders that all claims made against the Settling Defendants in the Action be dismissed with prejudice and, except as expressly provided for in this Settlement Agreement, without further costs or fees; e. incorporates the Releases Release set forth in Section II(B) of this Agreement and makes 16 below, make the Releases Release effective as of the date of the Final Order Judgment, and Final Judgment; f. reserves to the Court exclusive jurisdiction over the Settlement and this Settlement Agreement, including the administration and consummation of this Agreement; g. determines under Federal Rule of Civil Procedure 54(b) that there is no just reason for delay and directs that the judgment of dismissal as to forever discharge the Released Parties shall be final from any claims or liabilities arising from or related to the facts, circumstances, or subject matter of this Action; 14.2.6 Bar and entered forthwith; and h. orders that Net Settlement Fund may be disbursed enjoin ▇▇▇▇▇▇▇▇ and all Class Members who have not been excluded from the Class from: (a) filing, commencing, prosecuting, intervening in, promoting, or participating (as provided class members or otherwise) in, any lawsuit in the Final Approval Order any jurisdiction based on or other order arising out of the Courtclaims and causes of action, or the facts and circumstances relating thereto, in this Action; and (b) organizing Class Members who have not been excluded from the Class into a separate class for purposes of pursuing as a purported class action any lawsuit (including by seeking to amend a pending complaint to include class allegations, or seeking class certification in a pending action) based on or relating to the claims and causes of action, or the facts and circumstances relating thereto, in this Action.