MODIFICATION OR TERMINATION OF THIS AGREEMENT. 13.1. The terms and provisions of this Agreement may be amended, modified, or expanded by written agreement of all the Parties and approval of the Court; provided, however, that after entry of the Final Approval Order, the Parties may by written agreement effect such amendments, modifications, or expansions of this Agreement and its implementing documents (including exhibits hereto) without further notice to the Settlement Class or approval by the Court if such changes are: (1) for the purposes of addressing typographical or formatting issues in any proposed or approved notice; or (2) are consistent with the Court’s Final Approval Order and are for the purposes of benefiting Settlement Class Members. 13.2. This Agreement shall terminate at the discretion of any of the Defendants or Plaintiffs, if: (a) the Court, or any appellate court(s), rejects, modifies, or denies approval of any portion of the proposed Settlement that the terminating Party in its (or their) judgment reasonably determine(s) is material, including, without limitation, the terms of relief, the findings, or conclusions of the Court, the provisions relating to the Notice Plan, the definition of the Settlement Class, and/or the terms of the releases; (b) if the Class Members that timely and validly submit requests for exclusion from the Settlement Class as defined in Paragraph 2.60, thereby opting out of the Settlement, exceed 3% of the total number of Class Members; or (c) the Court, or any appellate court(s), does not enter or completely affirm, or alters, narrows or expands, any portion of the Final Approval Order, that the terminating Party in its (or their) judgment reasonably determine(s) is material. The terminating Party must exercise the option to withdraw from and terminate this Agreement, as provided in this Section, by a signed writing served on the other Parties no later than thirty (30) calendar days after receiving notice of the event prompting the termination. For purposes of this Paragraph, opt-outs shall not include (i) individuals who are specifically excluded from the Settlement Class under Paragraph 2.31 of the Settlement Agreement; or (ii) opt-outs who elect to timely withdraw their request for exclusion. In the event of a dispute with respect to the effectiveness of any Party’s exercise of the option to terminate this Agreement, the Settlement Administrator shall not disburse any funds from the Settlement Fund until such time as the dispute is resolved by written agreement of all of the Parties or by order of the Court entered subsequent to the dispute becomes final including the exhaustion of any right to appeal. 13.3. If an option to terminate this Agreement arises under Paragraph 13.1 or 13.2 above, neither Released Defendants nor Plaintiffs are required for any reason or under any circumstance to exercise that option. If, but only if, this Agreement is terminated pursuant to Paragraph 13.1 or 13.2, then: (a) This Agreement shall be null and void and shall have no force or effect, and no Party shall be bound by any of its terms, except for the terms of this Paragraph 13.3; (b) Any Party may petition the court in any of the Actions to have any stay orders lifted in any of the Actions; (c) All of the provisions of this Agreement, and all negotiations, statements, and proceedings relating to it, shall be without prejudice to the rights of Defendants, Plaintiffs, or any Class Member, all of whom shall be restored to their respective positions existing immediately before the execution of this Agreement, and, consistent with the applicable evidentiary rules, neither this Agreement, the fact of its having been entered into, nor the negotiations leading to it shall be offered into evidence for any purpose other than with respect to disputes about the terms of the Agreement or with respect to explanations of procedural histories of the Actions in connection with scheduling matters; (d) The Parties shall cause to be filed a stipulation to strike the amended complaint in the Consolidated Action without prejudice, and to request that the original complaint in the Elgindy Action be deemed the operative complaint in that action, with Plaintiffs Elgindy and ▇▇▇▇▇▇▇▇▇▇ as the only named plaintiffs, and Plaintiff Tasakos shall cooperate in requesting that the Court in the Tasakos Action set a new scheduling order such that no Party’s substantive or procedural rights in any of the Actions are prejudiced by the settlement negotiations and proceedings; (e) The Parties expressly and affirmatively reserve all claims, defenses, arguments, and motions as to all claims that have been or might later be asserted in the Actions; (f) Plaintiffs and all other Class Members expressly and affirmatively reserve and do not waive all motions as to, and arguments in support of, all claims, causes of action or remedies that have been or might later be asserted in the Actions; (g) Defendants expressly and affirmatively reserve and do not waive all motions as to, and arguments in support of, opposition to class certification, any defense to all claims, causes of action or remedies that have been or might later be asserted in the Actions; (h) If it has not yet been publicly filed with a Motion for Approval of Settlement, the Agreement as well as all of its terms and conditions shall remain Confidential; (i) Any settlement-related order(s) or judgment(s) entered in this Consolidated Action after the date of execution of this Agreement shall be deemed vacated and shall be without any force or effect; and, (j) Within ten (10) business days of such termination, any funds in the Escrow Account, including any interest accrued, shall revert to AGA, minus incurred Notice and Administration Expenses, Taxes and Tax Expenses.
Appears in 1 contract
Sources: Class Action Settlement Agreement
MODIFICATION OR TERMINATION OF THIS AGREEMENT. 13.114.1. The terms and provisions of this Agreement may be amended, modified, or expanded by written agreement of all the Parties and approval of the Court; provided, however, that after entry of the Preliminary Approval Order or Final Approval Order, the Parties may by written agreement effect such amendments, modifications, or expansions of this Agreement and its implementing documents (including exhibits hereto) without further notice to the Settlement Settlement- Notice Class or approval by the Court if such changes are: (1) for the purposes of addressing typographical or formatting issues in any proposed or approved notice, the Settlement Website, Claim Form, or other document under the Notice Plan; or (2) are consistent with the Court’s Preliminary Approval Order and/or Final Approval Order and are for the purposes of benefiting Settlement Class Members.
13.214.2. This Agreement shall terminate at the discretion of any of the Defendants or Plaintiffs, if: (a) the Court, or any appellate court(s), rejects, modifies, or denies approval of any portion of the proposed Settlement that the terminating Party in its (or their) judgment reasonably determine(s) is material, including, without limitation, the terms of relief, the findings, or conclusions of the Court, the provisions relating to the Notice Plan, the definition of the Settlement Class, and/or the terms of the releases; (b) if the Settlement-Notice Class Members that timely and validly submit requests for exclusion from the Settlement Class as defined in Paragraph 2.60Class, thereby opting out of the Settlement, exceed 3% of the 750 total number of Settlement-Notice Class Members; or (c) the Court, or any appellate court(s), does not enter or completely affirm, or alters, narrows or expands, any portion of the Final Approval Order, that the terminating Party in its (or their) judgment reasonably determine(s) is material. The terminating Party must exercise the option to withdraw from and terminate this Agreement, as provided in this Section, by a signed writing served on the other Parties no later than thirty (30) calendar days after receiving notice of the event prompting the termination. For purposes of this Paragraph, opt-outs shall not include (i) individuals who are specifically excluded from the Settlement Class under Paragraph 2.31 2.27 of the Settlement Agreement; or (ii) opt-outs who elect to timely withdraw their request for exclusion. In the event of a dispute with respect to the effectiveness of any Party’s exercise of the option to terminate this Agreement, the Settlement Administrator shall not disburse any funds from the Settlement Fund until such time as the dispute is resolved by written agreement of all of the Parties or by order of the Court entered subsequent to the dispute becomes final including the exhaustion of any right to appeal.
13.314.3. If an option to terminate this Agreement arises under Paragraph 13.1 14.1 or 13.2 14.2 above, neither Released Defendants nor Plaintiffs are required for any reason or under any circumstance to exercise that option. If, but only if, this Agreement is terminated pursuant to Paragraph 13.1 14.1 or 13.214.2, then:
(a) This Agreement shall be null and void and shall have no force or effect, and no Party shall be bound by any of its terms, except for the terms of this Paragraph 13.314.3;
(b) Any Party may petition the court in any of the Actions to have any stay orders lifted in any of the Actions;
(c) All of the provisions of this Agreement, and all negotiations, statements, and proceedings relating to it, shall be without prejudice to the rights of Defendants, Plaintiffs, or any Settlement-Notice Class Member, all of whom shall be restored to their respective positions existing immediately before the execution of this Agreement, and, consistent with the applicable evidentiary rules, neither this Agreement, the fact of its having been entered into, nor the negotiations leading to it shall be offered into evidence for any purpose other than with respect to disputes about the terms of the Agreement or with respect to explanations of procedural histories of the Actions in connection with scheduling matters;
(d) The Parties shall cause to be filed a stipulation to strike the amended complaint in the Consolidated Action without prejudice, and to request that the original complaint in the Elgindy ▇▇▇▇▇▇ Action be deemed the operative complaint in that action, with Plaintiffs Elgindy and ▇▇▇▇▇▇▇▇▇▇ and Chuanroong as the only named plaintiffs, and Plaintiff Tasakos ▇▇▇▇▇ shall cooperate in requesting that the Court district and/or appellate court in the Tasakos ▇▇▇▇▇ Action set a new scheduling order such that no Party’s substantive or procedural rights in any of the Actions are prejudiced by the settlement negotiations and proceedings;
(e) The Parties expressly and affirmatively reserve all claims, defenses, arguments, and motions as to all claims that have been or might later be asserted in the Actions;
(f) Plaintiffs and all other Settlement-Notice Class Members expressly and affirmatively reserve and do not waive all motions as to, and arguments in support of, all claims, causes of action or remedies that have been or might later be asserted in the Actions;
(g) Defendants expressly and affirmatively reserve and do not waive all motions as to, and arguments in support of, opposition to class certification, any defense to all claims, causes of action or remedies that have been or might later be asserted in the Actions;
(h) If it has not yet been publicly filed with a Motion for Approval of Settlement, the Agreement as well as all of its terms and conditions shall remain Confidential;
(i) Any settlement-related order(s) or judgment(s) entered in this Consolidated Action after the date of execution of this Agreement shall be deemed vacated and shall be without any force or effect; and,
(j) Within ten (10) business days of such termination, any funds in the Escrow Account, including any interest accrued, shall revert to AGATravel Guard, minus incurred Notice and Administration Expenses, Taxes and Tax Expenses.
Appears in 1 contract
Sources: Class Action Settlement Agreement