Common use of The Escrow Agent Clause in Contracts

The Escrow Agent. 2.3 The Escrow Agent shall invest the Settlement Amount deposited pursuant to ¶2.1 hereof in United States Agency or Treasury Securities or other instruments backed by the Full Faith & Credit of the United States Government or an Agency thereof, or fully insured by the United States Government or an Agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund and the Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to investment decisions or the actions of the Escrow Agent, or any transactions executed by the Escrow Agent. The Settlement Fund shall indemnify and hold each of the Released Persons and their counsel harmless for the actions of the Escrow Agent. The Escrow Agent shall not disburse the Settlement Fund except as provided in the Stipulation, by an order of the Court, or with the written agreement of counsel for Defendants. 2.4 Subject to further order(s) and/or directions as may be made by the Court, or as provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are consistent with the terms of the Stipulation. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court. The Settlement Fund shall indemnify and hold each of the Released Persons and their counsel harmless for any transaction executed by the Escrow Agent. 2.5 The Settlement Fund may be used by Lead Counsel to pay reasonable costs and expenses actually incurred in connection with providing notice to the Class, locating Class Members, soliciting claims, assisting with the submission of claims, processing Proof of Claim and Release forms, administering and distributing the Net Settlement Fund to Authorized Claimants, and paying escrow fees and costs, if any (“Notice and Administration Expenses”). 2.6 It shall be Lead Counsel’s sole responsibility to disseminate the Notice (as defined below) and summary notice to the Class in accordance with this Stipulation and as ordered by the Court. Defendants shall not bear any cost or responsibility for class notice, administration, or the allocation of the Net Settlement Fund among Authorized Claimants. Class Members shall have no recourse as to the Released Persons with respect to any claims they may have that arise from any failure of the notice process. The Settlement Fund shall indemnify and hold each of the Released Persons and their counsel harmless for any Notice and Administration Expenses.

The Escrow Agent. 2.3 The reasonable fees and expenses of the Escrow Agent shall invest the Settlement Amount deposited pursuant to ¶2.1 hereof ---------------- in United States Agency or Treasury Securities or other instruments backed by the Full Faith & Credit connection with its execution and performance of the United States Government or an Agency thereof, or fully insured by the United States Government or an Agency thereof and shall reinvest the proceeds of these instruments this Escrow Agreement as they mature in similar instruments at their then-current market rates. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph on Exhibit B hereto shall be borne by the Settlement Fund Premiere and the Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to investment decisions or the actions of the Escrow Agent, or any transactions executed by the Escrow Agent. The Settlement Fund shall indemnify and hold each of the Released Persons and their counsel harmless for the actions of the Escrow AgentStockholders --------- equally. The Escrow Agent shall not disburse the Settlement Fund except as provided in the Stipulation, by an order be entitled to such rights and shall perform such duties of the CourtEscrow Agent as set forth herein, or including but not limited to the following (collectively, the "Duties"): (a) The Escrow Agent shall hold and safeguard the Escrow during the Escrow Period, shall treat such Escrow as an escrow fund in accordance with the written agreement terms of counsel for Defendantsthis Escrow Agreement and not as the property of Premiere, and shall hold and dispose of the Escrow only in accordance with the terms of this Escrow Agreement. 2.4 Subject (b) The Escrow Agent shall distribute to further order(s) and/or directions the Stockholders all material relating to a vote of holders of Premiere Common Stock that the Escrow Agent receives from the Premiere or any third party, and the Stockholders shall, in such Stockholder's sole discretion, vote such shares and execute such documents as may be made necessary to permit such shares to be voted by the CourtStockholders in accordance with their respective beneficial interests. The Escrow Agent shall have no right to vote the Escrow Shares, or except to the extent so directed to do so by the beneficial owner of the respective shares. (c) Promptly following termination of the Escrow Period as provided set forth in the StipulationSection 2 hereof, the Escrow Agent is authorized shall deliver to execute such transactions as are consistent with SunTrust Bank, Atlanta, Trust Company Tower, ▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the terms transfer agent of the Stipulation. The Released Persons shall have no responsibility forPremiere Common Stock (the "Transfer Agent"), interest inthe certificate representing the Escrow Shares with instructions for the Transfer Agent to issue to each Stockholder a new certificate, or liability whatsoever with respect subject to Section 5(d) hereof, in the actions name of each Stockholder representing each Stockholder's pro rata portion of the Escrow AgentShares at the time of such distribution based on Exhibit A to this Escrow --------- Agreement, or any transaction executed provided, however, that in the event that there are claims by Premiere for Losses outstanding at the time of the termination of the Escrow Agent. All funds held by Period, the Escrow Agent shall be deemed and considered to be retain an amount of such Escrow Shares sufficient in custodia legis the reasonable judgment of the CourtPremiere, and shall remain subject to the jurisdiction objection of the CourtEscrow Committee and subsequent resolution of the matter in the manner provided in Section 3 above, until such time as such funds shall be distributed pursuant to satisfy any unsatisfied claims for Losses specified in any notice by Premiere theretofore delivered to the Stipulation and/or further order(s) Escrow Committee and Escrow Agent prior to termination of the Court. The Settlement Fund shall indemnify Escrow Period with respect to facts and hold each circumstances existing prior to expiration of the Released Persons Escrow Period, and their counsel harmless to pay expenses as provided in this Escrow Agreement. As soon as all such claims have been fully resolved, the Escrow Agent shall deliver to the Stockholders any and all of the Escrow Shares and other property remaining in the Escrow and not required to satisfy such claims and expenses. Each Stockholder shall receive that number of Escrow Shares which bears the same relationship to the total number of Escrow Shares in the Escrow and available for any transaction executed distribution as the number of Escrow Shares set forth opposite the name of each such Stockholder on Exhibit A hereto bears to the total number of Escrow Shares on Exhibit A as --------- --------- calculated by the Escrow Agent. 2.5 (d) The Settlement Fund may be used by Lead Counsel to pay reasonable costs and expenses actually incurred in connection with providing notice to the Class, locating Class Members, soliciting claims, assisting with the submission of claims, processing Proof of Claim and Release forms, administering and distributing the Net Settlement Fund to Authorized Claimants, and paying escrow fees and costs, if any (“Notice and Administration Expenses”). 2.6 It shall be Lead Counsel’s sole responsibility to disseminate the Notice (as defined below) and summary notice to the Class in accordance with this Stipulation and as ordered by the Court. Defendants shall not bear any cost or responsibility for class notice, administration, or the allocation of the Net Settlement Fund among Authorized Claimants. Class Members Stockholders shall have no recourse as right to receive, and the Escrow Agent shall not distribute to the Released Persons with respect to Stockholders, fractional Escrow Shares. In the event that the distribution of any claims they may have that arise from any failure Stockholder's pro rata share of the notice process. The Settlement Fund Escrow Shares would, but for this Section 5(d), result in such Stockholder receiving fractional shares of Premiere Common Stock, (i) the Escrow Agent shall indemnify instruct the Transfer Agent to issue a certificate in such Stockholder's name for his or pro rata share of Escrow Shares rounded down to the nearest whole share, (ii) the Escrow Agent shall instruct the Transfer Agent to issue an additional certificate representing, in the aggregate, all fractional share interests at the time of such distribution and hold each the Escrow Agent shall thereupon deliver such certificate to Premiere, (iii) Premiere shall deliver to the Escrow Agent an amount of cash representing, the aggregate market value (based on the closing sale price of Premiere Common Stock on the day of the Released Persons termination of the Escrow Period or, if such day is not a business day, the business day immediate preceding such date, as reported in the Wall Street Journal) of such fractional share interests as of the time of such distribution, and their counsel harmless for any Notice (iv) the Escrow Agent shall deliver to each applicable Stockholder cash or a check representing such Stockholder's fractional share interest. Premiere agrees to cause all necessary Form 1099 information reports to be filed and Administration Expenseshereby indemnifies the Escrow Agent against all costs resulting from the failure to file such reports.

The Escrow Agent. 2.3 2.2 The Escrow Agent shall invest the Settlement Amount Fund deposited pursuant to ¶2.1 hereof in United States Agency or Treasury Securities or other instruments backed by the Full Faith & Credit full faith and credit of the United States Government or an Agency thereof, or fully insured by the United States Government or an Agency agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All costs and risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund Fund. The Escrow Agent ▇▇▇▇▇▇ accepts all fiduciary and other obligations of an escrow agent, including, but not limited to, the duty to safeguard the funds held in escrow and the Released Persons shall have no responsibility for, interest in, or liability whatsoever duty to release any funds in a manner consistent with respect to investment decisions or the actions of the Escrow Agent, or any transactions executed this Settlement Agreement and as approved by the Escrow Agent. The Settlement Fund shall indemnify and hold each of the Released Persons and their counsel harmless for the actions of the Escrow Agent. Court. 2.3 The Escrow Agent shall not disburse the Settlement Fund except (a) as provided in the Stipulation, or (b) by an order of the Court, or with the written agreement of counsel for Defendants. 2.4 Subject to further order(s) and/or directions as may be made by the Court, or as provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are consistent with the terms of the Stipulation. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to to, the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. The Escrow Agent agrees to indemnify Defendants and their insurance carriers for any claims by Class Members regarding the selection of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ LLP as the Escrow Agent, the Escrow Agent’s performance of its duties, or the distribution of the Settlement Fund. 2.5 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court. The Settlement Fund shall indemnify and hold each of . 2.6 Prior to the Released Persons and their counsel harmless for any transaction executed by Effective Date, the Escrow Agent. 2.5 The , without further approval of Defendants or the Court, may pay from the Settlement Fund may be used by Lead Counsel up to pay reasonable $500,000.00 in notice and administration costs associated with the administration of the Settlement, including, without limitation: the cost of identifying and expenses actually incurred in connection with providing notice to locating members of the Class, locating mailing the Notice of Pendency of Class MembersAction and Proposed Settlement, Motion for Attorneys’ Fees and Settlement Fairness Hearing (the “Notice”) and Proof of Claim and Release and publishing notice (such amount shall include, without limitation, the actual costs of publication, printing and mailing the Notice, and reimbursement to nominee owners for forwarding notice to their beneficial owners), soliciting Class claims, assisting with the submission filing of claims, processing Proof of Claim and Release forms, administering and distributing the Net Settlement Fund to Authorized Claimants, processing Proof of Claim and Release forms, and paying escrow fees and costs, if any any, and the administrative expenses incurred and fees charged by the Claims Administrator in connection with providing notice and processing the submitted claims (“Class Notice and Administration ExpensesCosts”). 2.6 It shall be Lead Counsel’s sole responsibility to disseminate the Notice (as defined below) and summary notice . Prior to the Effective Date, payment of any Class in accordance with this Stipulation Notice and as ordered Administration Costs exceeding $500,000.00 shall require approval by the Court. Subsequent to the Effective Date, without further approval by Defendants shall not bear any cost or responsibility for class notice, administration, or the allocation of Court, the Net Settlement Fund among Authorized Claimants. may be used by Lead Counsel to pay reasonable and necessary Class Members shall have no recourse as to the Released Persons with respect to any claims they may have that arise from any failure of the notice process. The Settlement Fund shall indemnify and hold each of the Released Persons and their counsel harmless for any Notice and Administration ExpensesCosts in excess of $500,000.00.

The Escrow Agent. 2.3 2.7 Except as provided herein or pursuant to orders of the Court, the Net Settlement Fund shall remain in the Escrow Account prior to the Effective Date. The Escrow Agent shall invest the Settlement Amount deposited pursuant to ¶2.1 ¶2.2 hereof in United States Agency or Treasury Securities or other instruments backed by the Full Faith & Credit of the United States Government or an Agency thereof, or fully insured by the United States Government or an Agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund Fund, and the Released Persons Defendant Parties shall have no responsibility for, interest in, or liability whatsoever with respect to investment decisions or the actions of the Escrow Agent, or any transactions executed by the Escrow Agent. The Escrow Agent, through the Settlement Fund Fund, shall indemnify and hold each of the Released Persons Defendant Parties and their counsel harmless for the actions of the Escrow Agent. . 2.8 The Escrow Agent shall not disburse the Settlement Fund except as provided in the this Stipulation, or by an order of the Court, or with the written agreement of counsel for Defendants. 2.4 2.9 Subject to further order(s) and/or directions as may be made by the Court, or as provided in the this Stipulation, the Escrow Agent is authorized to execute such transactions as are consistent with the terms of the this Stipulation. The Released Persons Defendant Parties shall have no responsibility for, interest in, or liability whatsoever with respect to the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. The Escrow Agent, through the Settlement Fund, shall indemnify and hold each of the Released Defendant Parties and their counsel harmless for any transaction executed by the Escrow Agent. 2.10 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis the custody of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed or returned pursuant to the this Stipulation and/or further order(s) of the Court. The Settlement Fund shall indemnify and hold each . 2.11 Notwithstanding the fact that the Effective Date of the Released Persons and their counsel harmless for any transaction executed by the Escrow Agent. 2.5 The Settlement Fund may be used by has not yet occurred, Lead Counsel to may pay from the Settlement Fund, without further approval from Defendants and/or order of the Court, reasonable costs and expenses (paid from and not to exceed the $350,000 paid by Graña y ▇▇▇▇▇▇▇ pursuant to ¶2.2 hereof) actually incurred in connection with providing notice to of the ClassSettlement by mail, publication, and other means, locating potential Settlement Class Members, soliciting claims, assisting with the submission of claimsClaims, processing Proof of Claim and Release forms, administering and distributing the Net Settlement Fund to Authorized ClaimantsSettlement, and paying escrow taxes, fees and costs, if any (“Notice and Administration Expenses”). After the Effective Date, Notice and Administration Expenses may be paid as incurred, without approval of Defendants or further order of the Court. 2.6 2.12 It shall be Lead Counsel’s sole responsibility to disseminate the Notice, Proof of Claim and Release, and Summary Notice (as defined below) and summary notice to the potential Settlement Class Members in accordance with this Stipulation and as ordered by the Court. Defendants shall not bear any cost or responsibility for class notice, administration, or the allocation of the Net Settlement Fund among Authorized Claimants. Class Members The Released Defendant Parties shall have no recourse as to the Released Persons responsibility for or liability whatsoever with respect to the Notice and Administration Expenses, nor shall they have any responsibility or liability whatsoever for any claims they may have that arise from any failure of the notice processwith respect thereto. The Escrow Agent through the Settlement Fund Fund, shall indemnify and hold each of the Released Persons Defendant Parties and their counsel harmless for any Notice and Administration Expenses.

The Escrow Agent. 2.3 The Escrow Agent shall invest the Settlement Amount deposited pursuant to ¶2.1 hereof in United States Agency or Treasury Securities or other instruments backed by the Full Faith & Credit full faith and credit of the United States Government or an Agency thereof, or fully insured by the United States Government or an Agency agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All The Settlement Fund shall bear all risks related to the investment investments of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund and the Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to investment decisions or the actions of the Escrow Agent, or any transactions executed by the Escrow Agent. The Settlement Fund shall indemnify and hold each of the Released Persons and their counsel harmless for the actions of the Escrow Agent. Amount. 2.4 The Escrow Agent shall not disburse the Settlement Fund except as provided in the this Stipulation, by an order of the Court, or with the written agreement of counsel for Lead Counsel and Defendants’ counsel. 2.4 2.5 Subject to further order(s) order and/or directions direction as may be made by the Court, or as provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are consistent with the terms of the Stipulation. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. . 2.6 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the this Stipulation and/or further order(s) of the Court. The . 2.7 Notwithstanding the fact that the Effective Date has not yet occurred, Lead Counsel may pay from the Settlement Fund shall indemnify and hold each of the Released Persons and their counsel harmless for any transaction executed by the Escrow Agent. 2.5 The Settlement Fund may be used by Lead Counsel to pay reasonable costs and expenses reasonably and actually incurred in connection with providing notice to the Settlement Class, locating Settlement Class Members, soliciting claims, assisting with the submission of claims, processing Proof of Claim and Release forms, administering and distributing the Net Settlement Fund to Authorized ClaimantsClaimants and processing Proofs of Claim. In the event that the Settlement does not become Final, any money paid or incurred for the above purposes, including any related fees, shall not be returned or repaid to Defendants or their insurers. Subject to ¶¶2.9 and 6.1 below, Defendants are not responsible for, and paying escrow fees and costsshall not be liable for, if any (“Notice and Administration Expenses”). 2.6 It shall be Lead Counsel’s sole responsibility to disseminate the Notice (as defined below) and summary costs incurred in connection with providing notice to the Settlement Class, locating Settlement Class in accordance with this Stipulation Members, administering and as ordered by distributing the Court. Defendants shall not bear any cost or responsibility for class notice, administrationSettlement Fund, or the allocation processing Proofs of the Net Settlement Fund among Authorized Claimants. Class Members shall have no recourse as to the Released Persons with respect to any claims they may have that arise from any failure of the notice process. The Settlement Fund shall indemnify and hold each of the Released Persons and their counsel harmless for any Notice and Administration ExpensesClaim.

The Escrow Agent. 2.3 3.1 The Escrow Agent shall invest the Settlement Amount deposited pursuant to ¶2.1 hereof in United States Agency or Treasury Securities or other instruments backed by the Full Faith & Credit of the United States Government or an Agency thereof, or fully insured by the United States Government or an Agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund and the Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to investment decisions or the actions of the Escrow Agent, or any transactions executed by the Escrow Agent. The Settlement Fund shall indemnify and hold each of the Released Persons and their counsel harmless for the actions of the Escrow Agent. . 3.2 The Escrow Agent shall not disburse the Settlement Fund except as provided in the StipulationSettlement Agreement, by an order of the Court, or with the written agreement of counsel for DefendantsDefendant. 2.4 3.3 Subject to further order(s) and/or directions as may be made by the Court, or as provided in the StipulationSettlement Agreement, the Escrow Agent is authorized to execute such transactions as are consistent with the terms of the StipulationSettlement Agreement. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. . 3.4 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation Settlement Agreement and/or further order(s) of the Court. The Settlement Fund shall indemnify . 3.5 Prior to the Effective Date and hold each without further order of the Released Persons and their counsel harmless for any transaction executed by Court, up to $250,000 of the Escrow Agent. 2.5 The Settlement Fund may be used by Lead Class Counsel to pay reasonable costs and expenses actually incurred in connection with providing notice to the Class, locating Class Members, soliciting claims, assisting with the submission of claims, processing Proof of Claim and Release forms, administering and distributing the Net Settlement Fund to Authorized Claimants, and paying escrow fees and costs, if any (“Notice and Administration Expenses”)Costs. After the Effective Date, Class Counsel may pay all further reasonable Notice and Administration Costs, regardless of amount, without further order of the Court. 2.6 3.6 It shall be Lead Class Counsel’s sole responsibility to disseminate the Notice (as defined below) and summary notice to the Class in accordance with this Stipulation Settlement Agreement and as ordered by the Court. Defendants shall not bear any cost or responsibility for class notice, administration, or the allocation of the Net Settlement Fund among Authorized Claimantsand to respond to all inquiries from Class Members related thereto. Class Members shall have no recourse as to the Released Persons with respect to any claims they may have that arise from any failure of the notice process. The Settlement Fund shall indemnify and hold each of the Released Persons and their counsel harmless for any Notice and Administration Expenses.

The Escrow Agent. 2.3 2.5 The Escrow Agent shall invest the Settlement Amount deposited pursuant to ¶2.1 hereof in United States Agency or Treasury Securities or other instruments backed by the Full Faith & Credit of the United States Government or an Agency thereof, or fully insured by the United States Government or an Agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund and the Fund. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the investment decisions or the actions of the Escrow Agent, or any transactions executed by the Escrow Agent. The Settlement Fund shall indemnify and hold each of the Released Persons and their counsel harmless for the actions of the Escrow Agent. . 2.6 The Escrow Agent shall not disburse the Settlement Fund Fund, or any portion thereof, except as provided in the Stipulation, by an order of the Court, or with the written agreement of counsel for Lead Counsel and the Settling Defendants’ Counsel. 2.4 2.7 Subject to further order(s) and/or directions as may be made by the Court, or as provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are consistent with the terms of the Stipulation. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the actions of the Escrow Agent, or any transaction executed by the monies maintained in the Escrow Agent. Account, including, without limitation, any responsibility or liability related to any fees, Taxes, investment decisions, maintenance, supervision, or distributions of any portion of the Settlement Fund.. 2.8 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court. The . 2.9 Notwithstanding the fact that the Effective Date has not yet occurred, Lead Counsel may pay from the Settlement Fund shall indemnify the Notice and hold each of Administration Expenses reasonably and actually incurred. If the Released Persons and their counsel harmless for any transaction executed Settlement is not approved by the Escrow Agent. 2.5 The Court or the Settlement Fund may is terminated, canceled, or the Effective Date otherwise does not occur, any money paid or incurred for the above purposes shall not be used by Lead Counsel to pay reasonable costs and expenses actually incurred in connection with providing notice returned or repaid to the ClassSettling Defendants or their insurers. Subject to ¶2.10 below, locating Class Membersthe Settling Defendants are not responsible for, soliciting claimsand shall not be liable for, assisting with the submission of claims, processing Proof of Claim any Notice and Release formsAdministration Expenses, administering and distributing the Net Settlement Fund to Authorized ClaimantsSettlement, and paying Taxes, Tax Expenses, and escrow fees and costs, if any (“Notice and Administration Expenses”)any. 2.6 It shall be Lead Counsel’s sole responsibility to disseminate the Notice (as defined below) and summary notice to the Class in accordance with this Stipulation and as ordered by the Court. Defendants shall not bear any cost or responsibility for class notice, administration, or the allocation of the Net Settlement Fund among Authorized Claimants. Class Members shall have no recourse as to the Released Persons with respect to any claims they may have that arise from any failure of the notice process. The Settlement Fund shall indemnify and hold each of the Released Persons and their counsel harmless for any Notice and Administration Expenses.