Common use of PRELIMINARY AND FINAL APPROVAL Clause in Contracts

PRELIMINARY AND FINAL APPROVAL. 7.1 Promptly after the execution of this Agreement, Class Counsel shall submit this Agreement together with its Exhibits to the Court and shall move the Court for Preliminary Approval of the settlement set forth in this Agreement, appointment of Class Counsel and the Class Representatives, and entry of Preliminary Approval, which order shall set a Final Approval Hearing date and approve the Notice and Claim Form for dissemination in accordance with the Notice Plan. 7.2 At the time of the submission of this Agreement to the Court as described above, Class Counsel and Defendant’s Counsel shall request that, after Notice is disseminated to the Settlement Class, the Court hold a Final Approval Hearing and approve the settlement of the Action as set forth herein. 7.3 After Notice is disseminated to the Settlement Class, the Parties shall request and obtain from the Court a Final Judgment. The Final Judgment will (among other things): (a) find that the Court has personal jurisdiction over all Settlement Class Members and that the Court has subject matter jurisdiction to approve this Agreement, including all exhibits thereto; (b) approve this Agreement and the proposed settlement as fair, reasonable and adequate as to, and in the best interests of, the Settlement Class Members; direct the Parties and their counsel to implement and consummate this Agreement according to its terms and provisions; and declare this 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 Plaintiffs and all other Settlement Class Members, Releasing Parties, and their heirs, executors and administrators, successors and assigns; (c) find that the Notice and the Notice Plan implemented pursuant to this Agreement (1) constitute the best practicable notice under the circumstances, (2) constitute notice that is reasonably calculated, under the circumstances, to apprise Settlement Class Members of the pendency of the Action, their right to object to or exclude themselves from this Agreement and to appear at the Final Approval Hearing, (3) are reasonable and constitute due, adequate and sufficient notice to all Persons entitled to receive notice, and (4) meet all applicable requirements of the Federal Rules of Civil Procedure, the Due Process Clause of the United States Constitution and the rules of the Court; (d) find that the Class Representatives and Class Counsel adequately represented the Settlement Class for purposes of entering into and implementing this Agreement; (e) dismiss the Action (including all individual claims and Settlement Class claims presented thereby) on the merits and with prejudice, without fees or costs to any party except as provided in this Agreement and determined by the Court; (f) incorporate the Release set forth above, make the Release effective as of the date of the Final Judgment, and forever discharge the Released Parties as set forth herein; (g) permanently bar and enjoin all Settlement Class Members who have not been properly excluded from the Settlement Class from filing, commencing, prosecuting, intervening in, or participating (as class members or otherwise) in, any lawsuit or other action in any jurisdiction based on or arising out of the Released Claims; (h) authorize the Parties, without further approval from the Court, to agree to and adopt such amendments, modifications and expansions of this Agreement and its implementing documents (including all exhibits to this Agreement) as (1) shall be consistent in all material respects with the Final Judgment, or (2) do not limit the rights of Settlement Class Members; (i) without affecting the finality of the Final Judgment for purposes of appeal, retain jurisdiction as to all matters relating to administration, consummation, enforcement and interpretation of the Settlement Agreement and the Final Judgment, and for any other necessary purpose; and (j) incorporate any other provisions, as the Court deems necessary and just.

PRELIMINARY AND FINAL APPROVAL. 7.1 Promptly 11.1. Within fourteen (14) days after the execution of this AgreementSettlement Agreement is executed by all Parties, Class Plaintiffs’ Counsel shall submit this Agreement together with its Exhibits to the Court and shall move the Court a Motion for Preliminary Approval of the settlement set forth in this Agreement, appointment of Class Counsel and the Class Representatives, and entry of Settlement (“Preliminary Approval, which order shall set a Final Approval Hearing date and approve the Notice and Claim Form for dissemination in accordance with the Notice Plan.Motion”). The Preliminary 7.2 At the time of the submission of this Agreement to the Court as described above, Class Counsel and Defendant’s 11.2. Plaintiffs’ Counsel shall request that, after Notice is disseminated seek to the Settlement Class, the Court hold a Final Approval Hearing and approve the settlement of the Action as set forth herein. 7.3 After Notice is disseminated to the Settlement Class, the Parties shall request and obtain from the Court a Final JudgmentApproval Order, substantially in the form attached as Ex. by motion. The Final Judgment will (Approval Motion shall, among other things): , seek: (a) find that the Court has personal jurisdiction over all Settlement Class Members and that the Court has subject matter jurisdiction to approve this Agreement, including all exhibits thereto; (b) approve this Agreement and the proposed settlement as fair, reasonable and adequate as to, and in the best interests of, the Settlement Class Members; direct the Parties and their counsel to implement and consummate this Agreement according to its terms and provisions; and declare this 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 Plaintiffs and all other Settlement Class Members, Releasing Parties, and their heirs, executors and administrators, successors and assigns; (c) find that the Notice and the Notice Plan implemented pursuant to this Agreement (1) constitute the best practicable notice under the circumstances, (2) constitute notice that is reasonably calculated, under the circumstances, to apprise Settlement Class Members final certification of the pendency of the Action, their right to object to or exclude themselves from this Agreement and to appear at the Final Approval Hearing, (3) are reasonable and constitute due, adequate and sufficient notice to all Persons entitled to receive notice, and (4) meet all applicable requirements of the Federal Rules of Civil Procedure, the Due Process Clause of the United States Constitution and the rules of the Court; (d) find that the Class Representatives and Class Counsel adequately represented the Settlement Class for purposes of entering into and implementing this Agreement; settlement; (eb) dismiss the Action (including all individual claims and Settlement Class claims presented thereby) on the merits and with prejudice, without fees or costs to any party except as provided in this Agreement and determined by the Court; (f) incorporate the Release set forth above, make the Release effective as final approval of the date of the Final JudgmentSettlement as fair, adequate, reasonable, and forever discharge the Released Parties as set forth herein; (g) permanently bar and enjoin binding on all Settlement Class Members who have not been properly excluded opted-out; (c) approval of an award of attorneys’ fees and costs to be made from the Settlement Class fund; (d) approval of service awards to Plaintiffs and the Named Individuals to be made from filingthe Settlement fund; and (e) an entry of judgment in accordance with this Settlement. The Final Approval Motion shall be filed at the Plaintiff’s convenience, commencing, prosecuting, intervening in, or participating but not earlier than ninety-one (as class members or otherwise91) in, any lawsuit or other action in any jurisdiction based on or arising out days after the date of the Released Claims;initial mailing of Notice. (h) authorize the Parties, without further approval from 11.3. The Final Approval Hearing shall be held at the Court’s convenience, to agree to and adopt such amendments, modifications and expansions but not earlier than ninety-eight (98) calendar days after the initial mailing of this Agreement and its implementing documents (including all exhibits to this Agreement) as (1) shall be consistent in all material respects with Notices. 11.4. In the Final Judgment, or (2) do not limit event that the rights of Settlement Class Members; (i) without affecting the finality of the Final Judgment for purposes of appeal, retain jurisdiction as to all matters relating to administration, consummation, enforcement and interpretation Court voids any provision of the Settlement Agreement and/or any of its exhibits, the Settlement Agreement and any orders effectuating it shall be void. If they wish, the Parties shall renegotiate the Settlement to the mutual satisfaction of both Parties before resubmitting to the Court for approval. No Party shall be bound by the terms of the Settlement if the Court voids any provision of the Settlement and/or any of its exhibits, and the Final JudgmentParties fail to come to a written, and for any other necessary purpose; and (j) incorporate any other provisions, as binding agreement submitted to the Court deems necessary and justthat addresses the Court’s order.

PRELIMINARY AND FINAL APPROVAL. 7.1 Promptly after 8.1. The Parties agree that Plaintiff shall move for an order seeking preliminary approval of the Settlement within 14 calendar days of the execution of this Agreement. Plaintiff shall also move for an order: (i) certifying the Settlement Class; and (ii) approving the Class Notice plan. Plaintiff will share a draft of the motions seeking preliminary and final approval of the Settlement, and all other settlement-related filings (excluding Class Counsel shall submit this Counsel’s motion for Plaintiff’s Service Award and Class Counsel’s Fees and Expenses), no less than 3 business days before it is filed. 8.2. Subject to approval by the Court, Defendant conditionally consents to certification of the Settlement Class for settlement purposes only. Defendant agrees to class action treatment of the claims alleged or potentially asserted solely for the purpose of effecting the compromise and settlement of those claims on a class basis as set forth in the Agreement. If the Settlement Agreement together with its Exhibits is terminated pursuant to the Court and shall move the Court for Preliminary Approval of the settlement provisions set forth in this Section 9.1 or the Final Settlement Date does not occur for any reason, the Parties will not offer this Settlement Agreement, appointment any agreement negotiated between the parties in connection with or regarding the Settlement or the Settlement Agreement, or any motion seeking approval of the Settlement or Agreement in connection with a motion or opposition to a motion to certify a litigation class or in any other proceeding in this action. 8.3. Class Counsel agrees to file a Motion for Final Approval of the Settlement and an Application for Plaintiff’s Service Award and Class Counsel’s Fees and Expenses no later than 45 calendar days before the Fairness Hearing. The Motion for Final Approval of the Settlement will include a proposed Final Order and Judgment in a form agreed to by the Parties. 8.4. The Final Order and Judgment proposed by the Class RepresentativesCounsel shall, among other things: (i) approve the Settlement as fair, reasonable, and entry adequate; and (ii) provide for the retention of Preliminary Approval, which order shall set a Final Approval Hearing date and approve the Notice and Claim Form for dissemination in accordance with Court’s jurisdiction over the Notice PlanParties to enforce the terms of the judgment. 7.2 At 8.5. Within 10 calendar days following the time of the submission filing of this Agreement to with the Court as described aboveCourt, Class Counsel and Defendant’s Counsel shall request that, after Notice is disseminated to with the assistance of the Settlement ClassAdministrator, the Court hold a Final Approval Hearing and approve the settlement shall serve notices of the Action as set forth herein. 7.3 After Notice is disseminated to proposed Settlement upon the Settlement Class, appropriate officials in compliance with the Parties shall request and obtain from the Court a Final Judgment. The Final Judgment will (among other things): (a) find that the Court has personal jurisdiction over all Settlement Class Members and that the Court has subject matter jurisdiction to approve this Agreement, including all exhibits thereto; (b) approve this Agreement and the proposed settlement as fair, reasonable and adequate as to, and in the best interests of, the Settlement Class Members; direct the Parties and their counsel to implement and consummate this Agreement according to its terms and provisions; and declare this 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 Plaintiffs and all other Settlement Class Members, Releasing Parties, and their heirs, executors and administrators, successors and assigns; (c) find that the Notice and the Notice Plan implemented pursuant to this Agreement (1) constitute the best practicable notice under the circumstances, (2) constitute notice that is reasonably calculated, under the circumstances, to apprise Settlement Class Members of the pendency of the Action, their right to object to or exclude themselves from this Agreement and to appear at the Final Approval Hearing, (3) are reasonable and constitute due, adequate and sufficient notice to all Persons entitled to receive notice, and (4) meet all applicable requirements of the Federal Rules of Civil ProcedureClass Action Fairness Act (“CAFA”), the Due Process Clause 28 U.S.C. § 1715. The cost of the United States Constitution and the rules of the Court; (d) find that the Class Representatives and Class Counsel adequately represented the Settlement Class notices provided for purposes of entering into and implementing under this Agreement; (e) dismiss the Action (including all individual claims and Settlement Class claims presented thereby) on the merits and with prejudice, without fees or costs to any party except as provided in this Agreement and determined by the Court; (f) incorporate the Release set forth above, make the Release effective as of the date of the Final Judgment, and forever discharge the Released Parties as set forth herein; (g) permanently bar and enjoin all Settlement Class Members who have not been properly excluded from the Settlement Class from filing, commencing, prosecuting, intervening in, or participating (as class members or otherwise) in, any lawsuit or other action in any jurisdiction based on or arising out of the Released Claims; (h) authorize the Parties, without further approval from the Court, to agree to and adopt such amendments, modifications and expansions of this Agreement and its implementing documents (including all exhibits to this Agreement) as (1) paragraph shall be consistent in all material respects with the Final Judgment, or (2) do not limit the rights of considered a Settlement Class Members; (i) without affecting the finality of the Final Judgment for purposes of appeal, retain jurisdiction as to all matters relating to administration, consummation, enforcement and interpretation of the Settlement Agreement and the Final Judgment, and for any other necessary purpose; and (j) incorporate any other provisions, as the Court deems necessary and justAdministration Expense.

PRELIMINARY AND FINAL APPROVAL. 7.1 Promptly after 9.1 Plaintiffs will file a motion seeking preliminary approval of the execution Settlement no later than June 9, 2023. 9.2 To the extent the Court finds that the Settlement does not meet the standard for preliminary approval, the Parties will negotiate in good faith to modify the Settlement directly or with the assistance of this Agreement, Class Counsel shall submit this Agreement together with its Exhibits the Mediator and endeavor to resolve the issue(s) to the Court and shall move the Court for Preliminary Approval satisfaction of the settlement set forth Court. Notwithstanding anything in this Agreement, appointment if the total percentage of Substituted Illustration Class Counsel Members (as measured by Illustration Damages Settlement Amounts) which submit timely and valid requests for exclusion from the Illustration Class Representativesduring the Supplemental Opt-Out Period, or on whose behalf timely and entry of Preliminary Approvalvalid requests for such exclusion are submitted during the Supplemental Opt-Out Period, which order shall exceeds the percentage set a Final Approval Hearing date forth in the Confidential Side Letter Agreement entered into by and approve among the Notice and Claim Form for dissemination in accordance Parties concurrently with the Notice Plan. 7.2 At the time of the submission of this Agreement (which will be provided to the Court as described aboveupon request), AXA Equitable shall have the option, but not the obligation, to terminate this Agreement no later than TEN (10) business days after the later of (i) the expiration of the Supplemental Opt-Out Period, or (ii) AXA Equitable’s receipt of information sufficient to identify which Substituted Illustration Class Members have timely and validly opted out of the Illustration Class. 9.3 Class Counsel agrees to file a Motion for Plaintiffs’ Service Awards and DefendantClass Counsel’s Fees and Expenses no later than 14 days before the Supplemental Opt-Out Period and objection deadline expires. Class Counsel shall request that, after Notice is disseminated further agrees to file a Motion for Final Approval of the Settlement. The Motion for Final Approval of the Settlement Class, will include a proposed Order and Judgment in a form agreed to by the Court hold a Final Approval Hearing and approve the settlement of the Action as set forth hereinParties. 7.3 After Notice is disseminated to the Settlement Class9.4 The Order and Judgment proposed by Class Counsel shall, the Parties shall request and obtain from the Court a Final Judgment. The Final Judgment will (among other things): : (a) find that the Court has personal jurisdiction over all Settlement Class Members and that the Court has subject matter jurisdiction to approve this Agreement, including all exhibits thereto; (bi) approve this Agreement and the proposed settlement Settlement as fair, reasonable reasonable, and adequate as to, and in the best interests of, the Settlement Class Members; direct the Parties and their counsel to implement and consummate this Agreement according to its terms and provisions; and declare this 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 Plaintiffs and all other Settlement Class Members, Releasing Parties, and their heirs, executors and administrators, successors and assigns; (c) find that the Notice and the Notice Plan implemented pursuant to this Agreement (1) constitute the best practicable notice under the circumstances, (2) constitute notice that is reasonably calculated, under the circumstances, to apprise Settlement Class Members of the pendency of Classes; (ii) deem the Action, their right notice provided to object to or exclude themselves from this Agreement and to appear at the Final Approval Hearing, (3) are Classes reasonable and constitute due, adequate and sufficient notice to all Persons entitled to receive notice, and (4) meet all applicable requirements of the Federal Rules of Civil Procedure, the Due Process Clause of the United States Constitution and the rules of the Court; (d) find that the Class Representatives and Class Counsel adequately represented the Settlement Class for purposes of entering into and implementing this Agreement; (e) dismiss the Action (including all individual claims and Settlement Class claims presented thereby) on the merits and with prejudice, without fees or costs to any party except as provided in this Agreement and determined by the Court; (f) incorporate the Release set forth above, make the Release effective as of the date of the Final Judgment, and forever discharge the Released Parties as set forth herein; (g) permanently bar and enjoin all Settlement Class Members who have not been properly excluded from the Settlement Class from filing, commencing, prosecuting, intervening in, or participating (as class members or otherwise) in, any lawsuit or other action in any jurisdiction based on or arising out of the Released Claims; (h) authorize the Parties, without further approval from the Court, to agree to and adopt such amendments, modifications and expansions of this Agreement and its implementing documents (including all exhibits to this Agreement) as (1) shall be consistent in all material respects with the Final Judgment, or (2) do not limit the rights of Settlement Class Memberslegal requirements; (i) without affecting the finality of the Final Judgment for purposes of appeal, retain jurisdiction as to all matters relating to administration, consummation, enforcement and interpretation of the Settlement Agreement and the Final Judgment, and for any other necessary purpose; and (j) incorporate any other provisions, as the Court deems necessary and just.

PRELIMINARY AND FINAL APPROVAL. 7.1 Promptly after the execution A. Within fourteen (14) days of signing of this Agreement, Class Counsel shall submit this Agreement together with its Exhibits to the Court and shall will move the Court for Preliminary Approval preliminary approval of the Settlement, provisional certification of the Settlement Class for settlement set forth in this Agreementpurposes only, appointment of Plaintiffs as representatives of the Settlement Class, appointment of Class Counsel as counsel for the Settlement Class, appointment of the Settlement Administrator, approve the Settlement Class Notice Program, and the Class Representatives, scheduling of the Fairness Hearing and entry of Preliminary Approval, which order shall set a Final Approval Hearing date and approve the Notice and Claim Form for dissemination in accordance other applicable deadlines. B. Concurrently with the Notice Plan. 7.2 At the time of the submission of this Agreement motion for preliminary approval, Class Counsel shall apply to the Court for, and the University shall agree to, entry of the proposed Preliminary Approval Order, substantially in the form attached hereto as described aboveExhibit 3. C. If this Settlement Agreement (including any modification thereto made with the consent or the Parties as provided for herein) is approved by the Court following the Fairness Hearing scheduled by the Court in its Preliminary Approval Order, Class Counsel and Defendant’s Counsel the Parties shall request the Court enter a Final Order and Judgment pursuant to the Colorado Rules of Civil Procedure and all applicable laws that, after Notice is disseminated among other things: 1. Certifies the Settlement Class solely for the purposes of this Settlement; 2. Grants final approval of the Settlement as fair, reasonable, and adequate to the Settlement Class, the Court hold a Final Approval Hearing and approve the settlement direct consummation of the Settlement in accordance with the terms and provisions of the Settlement; 3. Fully and finally dismiss the Action with prejudice, and without costs (except as set forth may be provided herein.) to any Party as against any other; 7.3 After Notice is disseminated to 4. Provides that upon the Settlement ClassEffective Date, the Parties shall request Plaintiffs and obtain from the Court a Final Judgment. The Final Judgment will (among other things): (a) find that the Court has personal jurisdiction over all Settlement Class Members shall be barred from asserting any Released Claims against the Universities and/or any Released Persons, and that any such Settlement Class Members shall have released any and all Released Claims as against the Court has subject matter jurisdiction University and all Released Persons: 5. Approves the manner of distribution of the Settlement Fund and order the payments be made to approve this Agreement, including all exhibits theretoSettlement Class Members only in accordance with same; 6. Approves payment of the Attorneys’ Fee Award and Service Awards as determined by the Court; and 7. Reserve jurisdiction over: (bi) approve this Agreement and the proposed settlement as fair, reasonable and adequate as to, and in the best interests of, implementation of the Settlement Class Members; direct the Parties and their counsel any distribution to implement and consummate this Agreement according to its terms and provisions; and declare this 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 Plaintiffs and all other Settlement Class Members, Releasing Parties, and their heirs, executors and administrators, successors and assigns; (c) find that the Notice and the Notice Plan implemented pursuant to this Agreement (1) constitute the best practicable notice under the circumstances, (2) constitute notice that is reasonably calculated, under the circumstances, to apprise Settlement Class Members further orders of the pendency Court; (ii) disposition of the Settlement Fund; (iii) the Action, their right until each and every act agreed to object be performed pursuant to or exclude themselves from this Agreement and the Settlement shall have been performed, pursuant to appear at the Final Approval Hearing, (3) are reasonable and constitute due, adequate and sufficient notice to all Persons entitled to receive notice, and (4) meet all applicable requirements of the Federal Rules of Civil Procedure, the Due Process Clause of the United States Constitution and the rules further orders of the Court; ; and (div) find that the Class Representatives and Class Counsel adequately represented the Settlement Class for purposes of entering into and implementing this Agreement; (e) dismiss the Action (including all individual claims and Settlement Class claims presented thereby) on the merits and with prejudice, without fees or costs to any party except as provided in this Agreement and determined by the Court; (f) incorporate the Release set forth above, make the Release effective as of the date of the Final Judgment, and forever discharge the Released Parties as set forth herein; (g) permanently bar and enjoin all Settlement Class Members who have not been properly excluded from the Settlement Class from filing, commencing, prosecuting, intervening in, or participating (as class members or otherwise) in, any lawsuit or other action in any jurisdiction based on or arising out of the Released Claims; (h) authorize the Parties, without further approval from for the Court, to agree to purpose of enforcing and adopt such amendments, modifications and expansions of this Agreement and its implementing documents (including all exhibits to this Agreement) as (1) shall be consistent in all material respects with administering the Final Judgment, or (2) do not limit the rights of Settlement Class Members; (i) without affecting the finality of the Final Judgment for purposes of appeal, retain jurisdiction as to all matters relating to administration, consummation, enforcement and interpretation of the Settlement Agreement and the Final Judgment, and for any other necessary purpose; and (j) incorporate any other provisions, as the Court deems necessary and justSettlement.

PRELIMINARY AND FINAL APPROVAL. 7.1 Promptly after 10.1. On or before the execution date in which they file for preliminary approval, Plaintiffs, through Class Counsel, will submit, by joint stipulation of the Parties, a second amended class action complaint that: (a) conforms the class allegations to match the definition of the Settlement Class; and (b) adds each Plaintiff, as a party plaintiff, that Class Counsel deem necessary to effectuate approval of this Agreement. Defendants shall file an answer to the second amended complaint in due course. In the event the Settlement is not approved and cannot be cured pursuant to Paragraph 11.1, Class Counsel the Parties agree that the second amended complaint shall submit be withdrawn and that the Action shall proceed as it was previously pled without prejudice to any Party. 10.2. The Parties shall, before the filing of Plaintiffs’ motion for preliminary approval, inform the court in each Related Action of the pendency of this Agreement together with its Exhibits and also file joint motions to the Court and shall move the Court for Preliminary Approval stay all of the proceedings in the Related Actions pending the entry of the Order and Judgment in this Action. In the event any court in a Related Action raises any concerns regarding the Agreement, the Parties will work in good faith to resolve those concerns consistent with the terms and intent of this Agreement prior to or in conjunction with seeking preliminary approval in this Action. It is the Parties’ intent to effectuate a global settlement set forth encompassing the Related Actions in the ▇▇▇▇▇▇▇▇ Action. However, in the event one or more Related Actions cannot be settled as part of ▇▇▇▇▇▇▇▇, the Parties agree that the portion of the Settlement Fund allocated under the Distribution Plan to Settlement Class Members covered by such Related Action(s) shall be divided into a separate settlement fund and a separate settlement agreement, with terms materially the same as this Agreement, appointment which shall be executed and approval sought before the presiding judge in the relevant Related Action promptly. In the event such a division is necessary, the subsequent settlement shall be treated as an independent and separate settlement agreement. Failure of Class Counsel and one settlement to be approved shall not affect the Class Representatives, and entry finality of Preliminary Approval, which order shall set a Final Approval Hearing date and approve any other settlement. No change may be made to the Notice and Claim Form for dissemination in accordance with Distribution Plan or any allocation under the Notice Plan. 7.2 At Distribution Plan that changes Defendants’ financial obligations under this Agreement. Any disputes regarding the time application of the submission terms of this Agreement to the new settlement agreement(s) shall be resolved with the assistance of the ▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇.). 10.3. Plaintiffs, through Class Counsel, will request that the Court enter a preliminary approval order in the form attached hereto as described aboveExhibit C and schedule the Fairness Hearing for purposes of determining the fairness of the Settlement, considering the motions for approval of Class Counsel’s Fees and Expenses and Plaintiffs’ Service Awards, granting final approval of the Settlement and this Agreement, and entering the Order and Judgment. 10.4. Class Counsel will file a motion for Order and Defendant’s Counsel shall request that, after Notice is disseminated to Judgment seeking certification of the Settlement Class, the Court hold a Final Approval Hearing except for members who timely and approve the settlement validly seek exclusion, and final approval of the Action as set forth herein. 7.3 After Notice is disseminated Settlement and a motion for Class Counsel’s Fees and Expenses. The motion for Order and Judgment will include the Class List and a proposed Order and Judgment in a form agreed to by the Settlement Class, Parties. The Order and Judgment proposed by the Parties shall request and obtain from the Court a Final Judgment. The Final Judgment will (will, among other things):: (a) find that the Court has personal jurisdiction over all Settlement Class Members and that the Court has subject matter jurisdiction to approve this Agreement, including all exhibits thereto; (b) approve this Agreement and the proposed settlement Settlement as fair, reasonable and adequate as toreasonable, and in the best interests of, the Settlement Class Membersadequate; direct the Parties and their counsel to implement and consummate this Agreement according to its terms and provisions; and declare this 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 Plaintiffs and all other Settlement Class Members, Releasing Parties, and their heirs, executors and administrators, successors and assigns; (c) find that the Notice and the Notice Plan implemented pursuant to this Agreement (1) constitute the best practicable notice under the circumstances, (2) constitute notice that is reasonably calculated, under the circumstances, to apprise Settlement Class Members of the pendency of the Action, their right to object to or exclude themselves from this Agreement and to appear at the Final Approval Hearing, (3) are reasonable and constitute due, adequate and sufficient notice to all Persons entitled to receive notice, and (4) meet all applicable requirements of the Federal Rules of Civil Procedure, the Due Process Clause of the United States Constitution and the rules of the Court; (d) find that the Class Representatives and Class Counsel adequately represented the Settlement Class for purposes of entering into and implementing this Agreement; (eb) dismiss the Action (including all individual claims and Settlement Class claims presented thereby) on the merits and with prejudiceprejudice pursuant to Federal Rule of Civil Procedure 41, without fees or costs to any party except as provided in this Agreement and determined with jurisdiction retained by the Court; (f) incorporate Court to enforce the Release set forth above, make the Release effective as terms of the date of the Final Judgment, Agreement; and forever discharge the Released Parties as set forth herein; (gc) permanently bar and enjoin all Settlement Class Members who have not been properly excluded from the Settlement Class from filing, commencing, prosecuting, intervening inmaintaining, or participating (as class members or otherwise) in, any lawsuit or other action in any jurisdiction continuing litigation based on or arising out of related to the Released Claims;. Class Counsel shall separately submit a proposed order with respect to Class Counsel’s Fees and Expenses and Plaintiffs’ Service Awards. 10.5. Within seven (h7) authorize the Parties, without further approval from the Court, to agree to and adopt such amendments, modifications and expansions of this Agreement and its implementing documents (including all exhibits to this Agreement) as (1) shall be consistent in all material respects with the Final Judgment, or (2) do not limit the rights of Settlement Class Members; (i) without affecting the finality days of the Final Judgment for purposes Settlement Date, Plaintiffs shall cause to be filed a stipulation of dismissal with prejudice signed by all Parties in each Related Action, including as applicable any Related Action currently pending on appeal. As a term of said stipulation, retain jurisdiction as to all matters relating to administration, consummation, enforcement each Party shall bear its own costs and interpretation of the Settlement Agreement and the Final Judgment, and for any other necessary purpose; and (j) incorporate any other provisions, as the Court deems necessary and justexpenses.