Common use of TERMINATION, CONDITIONS OF SETTLEMENT, AND EFFECT OF DISAPPROVAL, CANCELLATION, OR TERMINATION Clause in Contracts

TERMINATION, CONDITIONS OF SETTLEMENT, AND EFFECT OF DISAPPROVAL, CANCELLATION, OR TERMINATION. 12.1. The Settlement Agreement shall automatically terminate, and thereby become null and void with no further force or effect if: Under Section 2.1, (a) either the Independent Fiduciary does not approve the Settlement Agreement or disapproves the Settlement Agreement for any reason whatsoever, or Defendants reasonably conclude that the Independent Fiduciary’s approval does not include the determinations required by the PTE 2003-39; and (b) the Settling Parties do not mutually agree to modify the terms of this Settlement Agreement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39; and (c) Defendants do not exercise their option to waive this condition as provided in Section 11.4; The Preliminary Approval Order or the Final Order is not entered by the Court in substantially the form submitted by the Settling Parties or in a form which is otherwise agreed to by the Settling Parties; The Settlement Class is not certified as defined herein or in a form which is otherwise agreed to by the Settling Parties; This Settlement Agreement is disapproved by the Court or fails to become effective and the Settling Parties do not mutually agree to modify the Settlement Agreement in order to obtain the Court’s approval or otherwise effectuate the Settlement; or The Preliminary Order or Final Order is finally reversed on appeal, or is modified on appeal, and the Settling Parties do not mutually agree to any such modifications. 12.2. If the Settlement Agreement is terminated, deemed null and void, or has no further force or effect, the Class Action and the Released Claims asserted by the Class Representatives shall for all purposes with respect to the Settling Parties revert to their status as though the Settling Parties never executed the Settlement Agreement. All funds deposited in the Qualified Settlement Fund, and any interest earned thereon, shall be returned to Defendants’ insurer within thirty (30) calendar days after the Settlement Agreement is finally terminated or deemed null and void. 12.3. It shall not be deemed a failure to approve the Settlement Agreement if the Court denies, in whole or in part, Class Counsel’s request for Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards and/or modifies any of the proposed orders relating to Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards.

TERMINATION, CONDITIONS OF SETTLEMENT, AND EFFECT OF DISAPPROVAL, CANCELLATION, OR TERMINATION. 12.1. The 10.1 Defendants may, in their sole and absolute discretion, terminate this Settlement Agreement shall automatically terminateby delivering a notice of termination to Class Counsel at least 10 days prior to the Fairness Hearing if any of the following occur: 10.1.1 More than three percent (3%) of the total number of individuals identified as Class Members submit valid and timely opt-outs; or 10.1.2 Any counsel for Settling Plaintiffs breaches the Settlement Agreement; or 10.1.3 If, prior to the time for deadline for objections to the Settlement to be filed, the United States Department of Labor has not agreed that upon Final Approval of the Settlement it will close any existing investigations into any issues related to the Class Action or the underlying allegations in the Class Action without imposing, or seeking to impose, any additional requirements on Defendants. 10.2 Either Defendants or Class Counsel may, in their sole and thereby become null and void with no further force or effect if: Under Section 2.1absolute discretion, terminate this Settlement Agreement by delivering a notice of termination to the other party at least ten (a10) either days prior to the Independent Fiduciary does not approve Fairness Hearing or, if the event leading to termination occurs after that time, within ten (10) days of that event if any of the following occur: 10.2.1 This Settlement Agreement or disapproves any material part of it, including the Settlement Agreement for any reason whatsoeverexhibits attached thereto, or Defendants reasonably conclude that the Independent Fiduciary’s approval does not include the determinations required by the PTE 2003-39; and (b) the Settling Parties do not mutually agree to modify the terms of this Settlement Agreement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39; and (c) Defendants do not exercise their option to waive this condition as provided in Section 11.4; The Preliminary Approval Order or the Final Order is not entered by the Court in substantially the form submitted by the Settling Parties or in a form which is otherwise agreed to by the Settling Parties; The Settlement Class is not certified as defined herein or in a form which is otherwise agreed to by the Settling Parties; This Settlement Agreement is disapproved by the Court or fails to become effective and for any reason whatsoever; or 10.2.2 Either the Settling Parties do not mutually agree to modify Preliminary Order or the Final Approval Order entered by the Court contains any material modification from the terms set forth in the Settlement Agreement in order to obtain or the Court’s approval or otherwise effectuate the Settlement; or The proposed Preliminary Order or Final Approval Order is finally reversed on appealattached hereto as Exhibits 1 and 6, or is modified on appealrespectively, and the Settling Parties do not mutually agree to any such modifications.material modification; or 12.2. If 10.2.3 The Court enters any order, including but not limited to the Settlement Agreement is terminatedPreliminary Order and Final Approval Order, deemed null that has the effect of modifying in any way the class definitions set forth in the Proposed Preliminary Order attached hereto as Exhibit 1, and void, or has no further force or effect, the Class Action and the Released Claims asserted by the Class Representatives shall for all purposes with respect to the Settling Parties revert do not mutually agree to their status as though any such modification; or 10.2.4 The Court enters any alternative judgment, or any alternative judgment is modified or reversed by a court of appeal or any higher court in any material respect, and the Settling Parties never executed the Settlement Agreement. All funds deposited in the Qualified Settlement Fund, and do not mutually agree to any interest earned thereon, shall be returned to Defendants’ insurer within thirty (30) calendar days after the Settlement Agreement is finally terminated or deemed null and void. 12.3. It shall not be deemed a failure to approve the Settlement Agreement if the Court denies, in whole or in part, Class Counsel’s request for Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards and/or modifies any of the proposed orders relating to Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards.such material modification; or

TERMINATION, CONDITIONS OF SETTLEMENT, AND EFFECT OF DISAPPROVAL, CANCELLATION, OR TERMINATION. 12.113.1. The Settlement Agreement shall automatically terminate, and thereby become null and void with no further force or effect if: Under Section 2.1, (a) either the Independent Fiduciary does not approve the Settlement Agreement or disapproves the Settlement Agreement for any reason whatsoever, or Defendants reasonably conclude that the Independent Fiduciary’s approval does not include the determinations required by the PTE 2003-39; and (b) the Settling Parties do not mutually agree to modify the terms of this Settlement Agreement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39; and (c) Defendants do not exercise their option to waive this condition as provided in Section 11.4; The Preliminary Approval Order or the Final Order is not entered by the Court in substantially the form submitted by the Settling Parties or in a form which is otherwise agreed to by the Settling Parties; The Settlement Class is not certified as defined herein or in a form which is otherwise agreed to by the Settling Parties; This Settlement Agreement is disapproved by the Court or fails to become effective and the Settling Parties do not mutually agree to modify the Settlement Agreement in order to obtain the Court’s approval or otherwise effectuate the Settlement; or The Preliminary Order or Final Order is finally reversed on appeal, or is modified on appeal, and the Settling Parties do not mutually agree to any such modifications. 12.213.2. If the Settlement Agreement is terminated, deemed null and void, or has no further force or effect, the Class Action and the Released Claims asserted by the Class Representatives shall for all purposes with respect to the Settling Parties revert to their status as though the Settling Parties never executed the Settlement Agreement. All funds deposited in the Qualified Settlement Fund, and any interest earned thereon, shall be returned to Defendants’ insurer within thirty (30) calendar days after the Settlement Agreement is finally terminated or deemed null and void. 12.313.3. It shall not be deemed a failure to approve the Settlement Agreement if the Court denies, in whole or in part, Class Counsel’s request for Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards and/or modifies any of the proposed orders relating to Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards.

TERMINATION, CONDITIONS OF SETTLEMENT, AND EFFECT OF DISAPPROVAL, CANCELLATION, OR TERMINATION. 12.113.1. At their sole discretion, Defendants shall have the right to withdraw from this Settlement and terminate the Agreement if: (a) At any time, another party files a separate class action that raises comparable claims against the same Releasees during some part of the same class period addressed by this Complaint. 13.2. The Settlement Agreement shall automatically terminate, and thereby become null and void with no further force or effect if: Under Section 2.1, (a) either the Independent Fiduciary does not approve the Settlement Agreement or disapproves the Settlement Agreement for any reason whatsoever, or Defendants Defendant reasonably conclude concludes that the Independent Fiduciary’s approval does not include the determinations required by the PTE 2003-39; and (b) the Settling Parties do not mutually agree to modify the terms of this Settlement Agreement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39; and (c) Defendants do Defendant does not exercise their its option to waive this condition as provided in Section 11.412.3; The Preliminary Approval Order or the Final Approval Order is not entered by the Court in substantially the form submitted by the Settling Parties or in a form which is otherwise agreed to by the Settling Parties; The Settlement Class is not certified as defined herein or in a form which is otherwise agreed to by the Settling Parties; This Settlement Agreement is disapproved by the Court or fails to become effective effective, and the Settling Parties do not mutually agree to modify the Settlement Agreement in order to obtain the Court’s approval or otherwise effectuate the Settlement; or The Preliminary Order or Final Approval Order is finally reversed on appeal, or is modified on appeal, and the Settling Parties do not mutually agree to any such modifications. 12.213.3. If the Settlement Agreement is terminated, deemed null and void, or has no further force or effect, the Class Action and the Released Claims asserted by the Class Representatives Representative shall for all purposes with respect to the Settling Parties revert to their status as though the Settling Parties never executed the Settlement Agreement. All remaining funds deposited in the Qualified Settlement Fund, and any interest earned thereon, shall be returned to Defendants’ Defendant’s insurer within thirty (30) calendar days after the Settlement Agreement is finally terminated or deemed null and void. 12.313.4. It shall not be deemed a failure to approve the Settlement Agreement if the Court denies, in whole or in part, Class Counsel’s request for Attorneys’ Fees and Costs and/or the Class Representatives’ Representatives Case Contribution Awards and/or modifies any of the proposed orders relating to Attorneys’ Fees and Costs and/or Class Representatives’ Representative’s Case Contribution AwardsAward.

TERMINATION, CONDITIONS OF SETTLEMENT, AND EFFECT OF DISAPPROVAL, CANCELLATION, OR TERMINATION. 12.1. The Settlement Agreement shall automatically terminate, and thereby become null and void with no further force or effect if: Under Section 2.1, (a) either the Independent Fiduciary does not approve the Settlement Agreement or disapproves the Settlement Agreement for any reason whatsoever, or Defendants reasonably conclude that the Independent Fiduciary’s approval does not include the determinations required by the PTE 2003-39; and (b) the Settling Parties do not mutually agree to modify the terms of this Settlement Agreement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39; and (c) Defendants do not exercise their option to waive this condition as provided in Section 11.4; The Preliminary Approval Order or the Final Approval Order is not entered by the Court in substantially the form submitted by the Settling Parties or in a form which is otherwise agreed to by the Settling Parties; The Settlement Class is not certified maintained as defined set forth herein or in a form which is otherwise agreed to by the Settling Parties; This Settlement Agreement is disapproved by the Court or fails to become effective and the Settling Parties do not mutually agree to modify the Settlement Agreement in order to obtain the Court’s approval or otherwise effectuate the Settlement; or The Preliminary Order or Final Approval Order is finally reversed on appeal, or is modified on appeal, and the Settling Parties do not mutually agree to any such modifications. 12.2. If the Settlement Agreement is terminated, deemed null and void, or has no further force or effect, the Class Action and the Released Claims asserted by the Class Representatives shall for all purposes with respect to the Settling Parties revert to their status as though the Settling Parties never executed the Settlement Agreement. All funds deposited in the Qualified Settlement Fund, and any interest earned thereon, shall be returned to Defendants or Defendants’ insurer insurer(s) within thirty (30) calendar days after the Settlement Agreement is finally terminated or deemed null and void. 12.3. It shall not be deemed a failure to approve the Settlement Agreement if the Court denies, in whole or in part, Class Counsel’s request for Attorneys’ Fees and Costs Litigation Expenses and/or Class Representatives’ Case Contribution Awards Award and/or modifies any of the proposed orders relating to Attorneys’ Fees and Costs Litigation Expenses and/or Class Representatives’ Representative’s Case Contribution AwardsAward.

TERMINATION, CONDITIONS OF SETTLEMENT, AND EFFECT OF DISAPPROVAL, CANCELLATION, OR TERMINATION. 12.1. The Settlement Agreement shall automatically terminate, and thereby become null and void with no further force or effect if: Under Section 2.1, (a) either the Independent Fiduciary does not approve the Settlement Agreement or disapproves the Settlement Agreement for any reason whatsoever, or Defendants reasonably conclude that the Independent Fiduciary’s approval does not include the determinations required by the PTE 2003-39; and (b) the Settling Parties do not mutually agree to modify the terms of this Settlement Agreement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39; and (c) Defendants do not exercise their option to waive this condition as provided in Section 11.4; The Preliminary Approval Order or the Final Approval Order is not entered by the Court in substantially the form submitted by the Settling Parties or in a form which is otherwise agreed to by the Settling Parties; The Settlement Class is not certified as defined herein or in a form which is otherwise agreed to by the Settling Parties; This Settlement Agreement is disapproved by the Court or fails to become effective and the Settling Parties do not mutually agree to modify the Settlement Agreement in order to obtain the Court’s approval or otherwise effectuate the Settlement; or The Preliminary Order or Final Approval Order is finally reversed on appeal, or is modified on appeal, and the Settling Parties do not mutually agree to any such modifications. 12.2. If the Settlement Agreement is terminated, deemed null and void, or has no further force or effect, the Class Action and the Released Claims asserted by the Class Representatives shall for all purposes with respect to the Settling Parties revert to their status as though the Settling Parties never executed the Settlement Agreement. All funds deposited in the Qualified Settlement Fund, and any interest earned thereon, shall be returned to Defendants’ insurer insurers within thirty (30) calendar days after the Settlement Agreement is finally terminated or deemed null and void. 12.3. It shall not be deemed a failure to approve the Settlement Agreement if the Court denies, in whole or in part, Class Counsel’s request for Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards and/or modifies any of the proposed orders relating to Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards.

TERMINATION, CONDITIONS OF SETTLEMENT, AND EFFECT OF DISAPPROVAL, CANCELLATION, OR TERMINATION. 12.1. The Settlement Agreement shall automatically terminate, and thereby become null and void with no further force or effect if: Under Section 2.1, (a) either the Independent Fiduciary does not approve the Settlement Agreement or disapproves the Settlement Agreement for any reason whatsoever, or Defendants reasonably conclude that the Independent Fiduciary’s approval does not include the determinations required by the PTE 2003-39; and (b) the Settling Parties do not mutually agree to modify the terms of this Settlement Agreement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39; and (c) Defendants do not exercise their option to waive this condition as provided in Section 11.4; The Preliminary Approval Order or the Final Approval Order is not entered by the Court in substantially the form submitted by the Settling Parties or in a form which is otherwise agreed to by the Settling Parties; The Settlement Class is not certified maintained as defined set forth herein or in a form which is otherwise agreed to by the Settling Parties; This Settlement Agreement is disapproved by the Court or fails to become effective and the Settling Parties do not mutually agree to modify the Settlement Agreement in order to obtain the Court’s approval or otherwise effectuate the Settlement; or The Preliminary Order or Final Approval Order is finally reversed on appeal, or is modified on appeal, and the Settling Parties do not mutually agree to any such modifications. 12.2. If the Settlement Agreement is terminated, deemed null and void, or has no further force or effect, the Class Action and the Released Claims asserted by the Class Representatives shall for all purposes with respect to the Settling Parties revert to their status as though the Settling Parties never executed the Settlement Agreement. All funds deposited in the Qualified Settlement Fund, and any interest earned thereon, shall be returned to Defendants’ insurer within thirty (30) calendar days after the Settlement Agreement is finally terminated or deemed null and void. 12.3. It shall not be deemed a failure to approve the Settlement Agreement if the Court denies, in whole or in part, Class Counsel’s request for Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards and/or modifies any of the proposed orders relating to Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards.

TERMINATION, CONDITIONS OF SETTLEMENT, AND EFFECT OF DISAPPROVAL, CANCELLATION, OR TERMINATION. 12.114.1. The Settlement Agreement shall automatically terminate, and thereby become null and void with no further force or effect if: Under Section 2.1, (a) either the Independent Fiduciary does not approve the Settlement Agreement or disapproves the Settlement Agreement for any reason whatsoever, or Defendants reasonably conclude that the Independent Fiduciary’s approval does not include the determinations required by the PTE 2003-39; and (b) the Settling Parties do not mutually agree to modify the terms of this Settlement Agreement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39; and (c) Defendants do not exercise their option to waive this condition as provided in Section 11.4; The Preliminary Approval Order or the Final Order is not entered by the Court in substantially the form submitted by the Settling Parties or in a form which is otherwise agreed to by the Settling Parties; The Settlement Class is not certified as defined herein or in a form which is otherwise agreed to by the Settling Parties; This Settlement Agreement is disapproved by the Court or fails to become effective for any reason whatsoever and the Settling Parties do not mutually agree to modify the Settlement Agreement in order to obtain the Court’s approval or otherwise effectuate the Settlement; or The Preliminary Order or Final Order is finally reversed on appeal, or is modified on appeal, and the Settling Parties do not mutually agree to any such modifications. 12.214.2. If the Settlement Agreement is terminated, deemed null and void, or has no further force or effect, the Class Action and the Released Claims asserted by the Class Representatives shall for all purposes with respect to the Settling Parties revert to their status as though the Settling Parties never executed the Settlement Agreement. All funds deposited in the Qualified Settlement Fund, and any interest earned thereon, shall be returned to Defendants’ Defendant’s insurer within thirty (30) calendar days after the Settlement Agreement is finally terminated or deemed null and void. 12.314.3. It shall not be deemed a failure to approve the Settlement Agreement if the Court denies, in whole or in part, Class Counsel’s request for Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards and/or modifies any of the proposed orders relating to Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards.

TERMINATION, CONDITIONS OF SETTLEMENT, AND EFFECT OF DISAPPROVAL, CANCELLATION, OR TERMINATION. 12.1. The Settlement Agreement shall automatically terminate, and thereby become null and void with no further force or effect if: Under Section 2.1, (a) either the Independent Fiduciary does not approve the Settlement Agreement or disapproves the Settlement Agreement for any reason whatsoever, or Defendants reasonably conclude that the Independent Fiduciary’s approval does not include the determinations required by the PTE 2003-39; and (b) the Settling Parties do not mutually agree to modify the terms of this Settlement Agreement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39; and (c) Defendants do not exercise their option to waive this condition as provided in Section 11.4; The Preliminary Approval Order or the Final Approval Order is not entered by the Court in substantially the form submitted by the Settling Parties or in a form which is otherwise agreed to by the Settling Parties; The Settlement Class is not certified as defined herein or in a form which is otherwise agreed to by the Settling Parties; This Settlement Agreement is disapproved by the Court or fails to become effective and the Settling Parties do not mutually agree to modify the Settlement Agreement in order to obtain the Court’s approval or otherwise effectuate the Settlement; or The Preliminary Order or Final Approval Order is finally reversed on appeal, or is modified on appeal, and the Settling Parties do not mutually agree to any such modifications. 12.2. If the Settlement Agreement is terminated, deemed null and void, or has no further force or effect, the Class Action and the Released Claims asserted by the Class Representatives shall for all purposes with respect to the Settling Parties revert to their status as though the Settling Parties never executed the Settlement Agreement. All funds deposited in the Qualified Settlement Fund, and any interest earned thereon, less any funds that were reasonably and necessarily incurred to effectuate the Settlement Agreement prior to its termination, shall be returned to Defendants’ insurer within thirty (30) calendar days after the Settlement Agreement is finally terminated or deemed null and void. 12.3. It shall not be deemed a failure to approve the Settlement Agreement if the Court denies, in whole or in part, Class Counsel’s request for Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards and/or modifies any of the proposed orders relating to Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards.

TERMINATION, CONDITIONS OF SETTLEMENT, AND EFFECT OF DISAPPROVAL, CANCELLATION, OR TERMINATION. 12.1. The Settlement Agreement shall automatically terminate, and thereby become null and void with no further force or effect if: Under Section 2.1, (a) either the Independent Fiduciary does not approve the Settlement Agreement or disapproves the Settlement Agreement for any reason whatsoever, or Defendants reasonably conclude that the Independent Fiduciary’s approval does not include the determinations required by the PTE 2003-39; and (b) the Settling Parties do not mutually agree to modify the terms of this Settlement Agreement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39; and (c) Defendants do not exercise their option to waive this condition as provided in Section 11.4; The Preliminary Approval Order or the Final Approval Order is not entered by the Court in substantially the form submitted by the Settling Parties or in a form which is otherwise agreed to by the Settling Parties; The Settlement Class is not certified as defined herein or in a form which is otherwise agreed to by the Settling Parties; This Settlement Agreement is disapproved by the Court or fails to become effective and the Settling Parties do not mutually agree to modify the Settlement Agreement in order to obtain the Court’s approval or otherwise effectuate the Settlement; or The Preliminary Order or Final Approval Order is finally reversed on appeal, or is modified on appeal, and the Settling Parties do not mutually agree to any such modifications. 12.2. If the Settlement Agreement is terminated, deemed null and void, or has no further force or effect, the Class Action and the Released Claims asserted by the Class Representatives Representative shall for all purposes with respect to the Settling Parties revert to their status as though the Settling Parties never executed the Settlement Agreement. All funds deposited in the Qualified Settlement Fund, and any interest earned thereon, shall be returned to Defendants’ insurer Defendants within thirty (30) calendar days after the Settlement Agreement is finally terminated or deemed null and void. 12.3. It shall not be deemed a failure to approve the Settlement Agreement if the Court denies, in whole or in part, Class Counsel’s request for Attorneys’ Fees and Costs and/or Class Representatives’ Representative’s Case Contribution Awards and/or modifies any of the proposed orders relating to Attorneys’ Fees and Costs and/or Class Representatives’ Representative’s Case Contribution Awards.

TERMINATION, CONDITIONS OF SETTLEMENT, AND EFFECT OF DISAPPROVAL, CANCELLATION, OR TERMINATION. 12.1. The Settlement Agreement shall automatically terminate, and thereby become null and void with no further force or effect if: Under Section Paragraph 2.1, (a) either the Independent Fiduciary does not approve the Settlement Agreement or disapproves the Settlement Agreement for any reason whatsoever, or Defendants reasonably conclude that the Independent Fiduciary’s approval does not include the determinations required by the PTE 2003-39; and (b) the Settling Parties do not mutually agree to modify the terms of this Settlement Agreement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39; and (c) Defendants do the Company does not exercise their its option to waive this condition as provided in Section Paragraph 11.4; The Preliminary Approval Order or the Final Order is not entered by the Court in substantially the form submitted by the Settling Parties or in a form which is otherwise agreed to by the Settling Parties; The Settlement Class is not certified as defined herein or in a form which is otherwise agreed to by the Settling Parties; This Settlement Agreement is disapproved by the Court or fails to become effective and the Settling Parties do not mutually agree to modify the Settlement Agreement in order to obtain the Court’s approval or otherwise effectuate the Settlementfor any reason whatsoever; or The Preliminary Order or Final Order is finally reversed on appeal, or is modified on appeal, and the Settling Parties do not mutually agree to any such modifications. 12.2. If the Settlement Agreement is terminated, deemed null and void, or has no further force or effect, the Class Action and the Released Claims asserted by the Class Representatives shall for all purposes with respect to the Settling Parties revert to their status as though the Settling Parties never executed the Settlement Agreement. All funds deposited in the Qualified Settlement Fund, and any interest earned thereon, shall be returned to Defendants’ insurer Defendants or their insurers within thirty (30) calendar days after the Settlement Agreement is finally terminated or deemed null and void, except as provided for in Paragraph 12.4. 12.3. It shall not be deemed a failure to approve the Settlement Agreement if the Court denies, in whole or in part, Class Counsel’s request for Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards and/or modifies any of the proposed orders relating to Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards.

TERMINATION, CONDITIONS OF SETTLEMENT, AND EFFECT OF DISAPPROVAL, CANCELLATION, OR TERMINATION. 12.1. The Settlement Agreement shall automatically terminate, and thereby become null and void with no further force or effect if: Under Section 2.1, (a) either the Independent Fiduciary does not approve the Settlement Agreement or disapproves the Settlement Agreement for any reason whatsoever, or Defendants reasonably conclude that the Independent Fiduciary’s approval does not include the determinations required by the PTE 2003-39; and (b) the Settling Parties do not mutually agree to modify the terms of this Settlement Agreement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39; and (c) Defendants do not exercise their option to waive this condition as provided in Section 11.4; The Preliminary Approval Order or the Final Approval Order is not entered by the Court in substantially the form submitted by the Settling Parties or in a form which is otherwise agreed to by the Settling Parties; The Settlement Class is not certified as defined herein or in a form which is otherwise agreed to by the Settling Parties; This Settlement Agreement is disapproved by the Court or fails to become effective and the Settling Parties do not mutually agree to modify the Settlement Agreement in order to obtain the Court’s approval or otherwise effectuate the Settlement; or The Preliminary Order or Final Approval Order is finally reversed on appeal, or is modified on appeal, and the Settling Parties do not mutually agree to any such modifications. 12.2. If the Settlement Agreement is terminated, deemed null and void, or has no further force or effect, the Class Action and the Released Claims asserted by the Class Representatives shall for all purposes with respect to the Settling Parties revert to their status as though the Settling Parties never executed the Settlement Agreement. All funds deposited in the Qualified Settlement Fund, and any interest earned thereon, shall be returned to Defendants’ insurer within thirty (30) calendar days after the Settlement Agreement is finally terminated or deemed null and void. 12.3. It shall not be deemed a failure to approve the Settlement Agreement if the Court denies, in whole or in part, Class Counsel’s request for Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards and/or modifies any of the proposed orders relating to Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards.

TERMINATION, CONDITIONS OF SETTLEMENT, AND EFFECT OF DISAPPROVAL, CANCELLATION, OR TERMINATION. 12.111.1. The Settlement Agreement shall automatically terminate, and thereby become null and void with no further force or effect if: : 11.1.1. Under Section 2.1, (a) either the Independent Fiduciary does not approve the Settlement Agreement or disapproves the Settlement Agreement for any reason whatsoever, or Defendants reasonably conclude that the Independent Fiduciary’s approval does not include the determinations required by the PTE 2003-39; and (b) the Settling Parties do not mutually agree to modify the terms of this Settlement Agreement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39; and (c) Defendants do not exercise their option to waive this condition as provided in Section 11.4; 10.4; 11.1.2. The Preliminary Approval Order or the Final Order is not entered by the Court in substantially the form submitted by the Settling Parties or in a form which is otherwise agreed to by the Settling Parties; ; 11.1.3. The Settlement Class is not certified as defined herein or in a form which is otherwise agreed to by the Settling Parties; ; 11.1.4. This Settlement Agreement Agreement, including the proposed Plan of Allocation, is disapproved by the Court in whole or in part or fails to become effective and the Settling Parties do not mutually agree to modify the Settlement Agreement in order to obtain the Court’s approval or otherwise effectuate the Settlement; or or 11.1.5. The Preliminary Order or Final Order is finally reversed on appeal, or is modified on appeal, and the Settling Parties do not mutually agree to any such modifications. 12.211.2. If the Settlement Agreement is terminated, deemed null and void, or has no further force or effect, the Class Action and the Released Claims asserted by the Class Representatives shall for all purposes with respect to the Settling Parties revert to their status as though the Settling Parties never executed the Settlement Agreement. All In that event, Defendants shall bear the expense of all funds deposited in disbursed for notice and settlement administration costs actually incurred or paid as of the Qualified Settlement Fund, and any interest earned thereon, shall be returned to Defendants’ insurer within thirty (30) calendar days after date of such termination of the Settlement Agreement is finally terminated or deemed null and voidAgreement. 12.311.3. It shall not be deemed a failure to approve the Settlement Agreement if the Court denies, in whole or in part, Class Counsel’s request for Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Service Awards and/or modifies any of the proposed orders relating to Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Service Awards.

TERMINATION, CONDITIONS OF SETTLEMENT, AND EFFECT OF DISAPPROVAL, CANCELLATION, OR TERMINATION. 12.1. The Settlement Agreement shall automatically terminate, and thereby become null and void with no further force or effect if: Under Section 2.1, (a) either the Independent Fiduciary does not approve the Settlement Agreement or disapproves the Settlement Agreement for any reason whatsoever, or Defendants reasonably conclude that the Independent Fiduciary’s approval does not include the determinations required by the PTE 2003-39; and (b) the Settling Parties do not mutually agree to modify the terms of this Settlement Agreement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39; and (c) Defendants do not exercise their option to waive this condition as provided in Section 11.4; The Preliminary Approval Order or the Final Approval Order is not entered by the Court in substantially the form submitted by the Settling Parties or in a form which is otherwise agreed to by the Settling Parties; The Settlement Class is not certified and/or maintained as defined set forth herein or in a form which is otherwise agreed to by the Settling Parties; This Settlement Agreement is disapproved by the Court or fails to become effective and the Settling Parties do not mutually agree to modify the Settlement Agreement in order to obtain the Court’s approval or otherwise effectuate the Settlement; or The Preliminary Order or Final Approval Order is finally reversed on appeal, or is modified on appeal, and the Settling Parties do not mutually agree to any such modifications. 12.2. If the Settlement Agreement is terminated, deemed null and void, or has no further force or effect, the Class Action and the Released Claims asserted by the Class Representatives shall for all purposes with respect to the Settling Parties revert to their status as though the Settling Parties never executed the Settlement Agreement. All funds deposited in the Qualified Settlement Fund, and any interest earned thereon, shall be returned to Defendants’ Defendants and/or their insurer within thirty (30) calendar days after the Settlement Agreement is finally terminated or deemed null and void. 12.3. It shall not be deemed a failure to approve the Settlement Agreement if the Court denies, in whole or in part, Class Counsel’s request for Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards and/or modifies any of the proposed orders relating to Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards.

TERMINATION, CONDITIONS OF SETTLEMENT, AND EFFECT OF DISAPPROVAL, CANCELLATION, OR TERMINATION. 12.1. The Settlement Agreement shall automatically terminate, and thereby become null and void with no further force or effect if: Under Section 2.1, (a) either the Independent Fiduciary does not approve the Settlement Agreement or disapproves the Settlement Agreement for any reason whatsoever, or Defendants reasonably conclude that the Independent Fiduciary’s approval does not include the determinations required by the PTE 2003-39; and (b) the Settling Parties do not mutually agree to modify the terms of this Settlement Agreement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39; and (c) Defendants do KPMG does not exercise their option to waive this condition as provided in Section 11.4; The Preliminary Approval Order or the Final Order is not entered by the Court in substantially the form submitted by the Settling Parties or in a form which is otherwise agreed to by the Settling Parties; The Settlement Class is not certified as defined herein or in a form which is otherwise agreed to by the Settling Parties; This Settlement Agreement is disapproved by the Court or fails to become effective and the Settling Parties do not mutually agree to modify the Settlement Agreement in order to obtain the Court’s approval or otherwise effectuate the Settlement; or The Preliminary Order or Final Order is finally reversed on appeal, or is modified on appeal, and the Settling Parties do not mutually agree to any such modifications. 12.2. If the Settlement Agreement is terminated, deemed null and void, or has no further force or effect, the Class Action and the Released Claims asserted by the Class Representatives shall for all purposes with respect to the Settling Parties revert to their status as though the Settling Parties never executed the Settlement Agreement. All funds deposited in the Qualified Settlement Fund, and any interest earned thereon, shall be returned to Defendants’ insurer Defendants or their insurer(s) within thirty (30) calendar days after the Settlement Agreement is finally terminated or deemed null and void. 12.3. It shall not be deemed a failure to approve the Settlement Agreement if the Court denies, in whole or in part, Class Counsel’s request for Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards and/or modifies any of the proposed orders relating to Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards.

TERMINATION, CONDITIONS OF SETTLEMENT, AND EFFECT OF DISAPPROVAL, CANCELLATION, OR TERMINATION. 12.1. The Settlement Agreement shall automatically terminate, and thereby become null and void with no further force or effect if: Under Section 2.1, (a) either the Independent Fiduciary does not approve the Settlement Agreement or disapproves the Settlement Agreement for any reason whatsoever, or Defendants reasonably conclude that the Independent Fiduciary’s approval does not include the determinations required by the PTE 2003-39; and (b) the Settling Parties do not mutually agree to modify the terms of this Settlement Agreement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39; and (c) Defendants do not exercise their option to waive this condition as provided in Section 11.4; The Preliminary Approval Order or the Final Approval Order is not entered by the Court in substantially the form submitted by the Settling Parties or in a form which is otherwise agreed to by the Settling Parties; The Settlement Class is not certified maintained as defined set forth herein or in a form which is otherwise agreed to by the Settling Parties; This Settlement Agreement is disapproved by the Court or fails to become effective and the Settling Parties do not mutually agree to modify the Settlement Agreement in order to obtain the Court’s approval or otherwise effectuate the Settlement; or The Preliminary Order or Final Approval Order is finally reversed on appeal, or is modified on appeal, and the Settling Parties do not mutually agree to any such modifications. 12.2. If the Settlement Agreement is terminated, deemed null and void, or has no further force or effect, the Class Action and the Released Claims asserted by the Class Representatives Representative shall for all purposes with respect to the Settling Parties revert to their status as though the Settling Parties never executed the Settlement Agreement. All funds deposited in the Qualified Settlement Fund, and any interest earned thereon, shall be returned to Defendants or Defendants’ insurer insurer(s) within thirty (30) calendar days after the Settlement Agreement is finally terminated or deemed null and void. 12.3. It shall not be deemed a failure to approve the Settlement Agreement if the Court denies, in whole or in part, Class Counsel’s request for Attorneys’ Fees and Costs Litigation Expenses and/or Class Representatives’ Representative’s Case Contribution Awards Award and/or modifies any of the proposed orders relating to Attorneys’ Fees and Costs Litigation Expenses and/or Class Representatives’ Representative’s Case Contribution AwardsAward.

TERMINATION, CONDITIONS OF SETTLEMENT, AND EFFECT OF DISAPPROVAL, CANCELLATION, OR TERMINATION. 12.114.1. The Settlement Agreement shall automatically terminate, and thereby become null and void with no further force or effect if: Under Section 2.1, (a) either the Independent Fiduciary does not approve the Settlement Agreement or disapproves the Settlement Agreement for any reason whatsoever, or Defendants reasonably conclude that the Independent Fiduciary’s approval does not include the determinations required by the PTE 2003-39; and (b) the Settling Parties do not mutually agree to modify the terms of this Settlement Agreement to facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s determinations required by PTE 2003-39; and (c) Defendants do not exercise their option to waive this condition as provided in Section 11.4; The Preliminary Approval Order or the Final Order is not entered by the Court in substantially the form submitted by the Settling Parties or in a form which is otherwise agreed to by the Settling Parties; The Settlement Class is not certified as defined herein or in a form which is otherwise agreed to by the Settling Parties; This Settlement Agreement is disapproved by the Court or fails to become effective for any reason whatsoever and the Settling Parties do not mutually agree to modify the Settlement Agreement in order to obtain the Court’s approval or otherwise effectuate the Settlement; or The Preliminary Order or Final Order is finally reversed on appeal, or is modified on appeal, and the Settling Parties do not mutually agree to any such modifications. 12.214.2. If the Settlement Agreement is terminated, deemed null and void, or has no further force or effect, the Class Action and the Released Claims asserted by the Class Representatives shall for all purposes with respect to the Settling Parties revert to their status as though the Settling Parties never executed the Settlement Agreement. All funds deposited in the Qualified Settlement Fund, and any interest earned thereon, shall be returned to Defendants’ insurer Defendants within thirty (30) calendar days after the Settlement Agreement is finally terminated or deemed null and void. 12.314.3. It shall not be deemed a failure to approve the Settlement Agreement if the Court denies, in whole or in part, Class Counsel’s request for Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards and/or modifies any of the proposed orders relating to Attorneys’ Fees and Costs and/or Class Representatives’ Case Contribution Awards.