Common use of Participation Thresholds Clause in Contracts

Participation Thresholds. ‌ 1. If the State Participation Threshold has been satisfied by the State Participation Date, each of the Settling States will use reasonable efforts to ensure that, by March 31, 2023, or such later date as agreed to in writing by Walmart and the Enforcement Committee prior to March 31, 2023 (the “Threshold Subdivision Participation Date”), the Settling States have met the following “Subdivision Participation Thresholds”: (1) more than 85% of the aggregate population of all Litigating Subdivisions located in the Settling States and Separately Settling States (calculated on an aggregated basis and not a State-by- State basis): (a) have become Participating Subdivisions by executing a Subdivision Participation Agreement, including a release (subject to Section VII.D), in accordance with Section VII.C, (b) are subject to a Bar or Case-Specific Resolution or (c) have joined a settlement between Walmart and a Separately Settling State by executing a participation form, including a release; and (2) more than 85% of the aggregate population of all Non- Litigating Threshold Subdivisions located in the Settling States and Separately Settling States (calculated on an aggregated basis and not a State-by-State basis): (a) have become Participating Subdivisions by executing a Subdivision Participation Agreement, including a release (subject to Section VII.D), in accordance with Section VII.B, (b) are subject to a Bar or Case-Specific Resolution, or (c) have joined a settlement between Walmart and a Separately Settling State by executing a participation form, including a release (together, the “Participating Population Levels”). For the avoidance of doubt, for purposes of calculating the Participating Population Levels for the Subdivision Participation Thresholds, all Litigating Subdivisions and Non-Litigating Threshold Subdivisions located in Separately Settling States shall be included in the denominator for purposes of calculating whether the Subdivision Participation Thresholds have been satisfied, and any such Litigating Subdivisions or Non-Litigating Threshold Subdivisions located in Separately Settling States that have joined such separate settlement agreement with Walmart by executing a participation form, including a release, shall be included in the numerator for purposes of calculating whether the Subdivision Participation Thresholds have been satisfied.6 2. As soon as practicable following the Threshold Subdivision Participation Date, the Settlement Fund Administrator shall calculate the Participating Population Levels and determine whether the Subdivision Participation Thresholds have been met. a. As soon as practicable following calculation of the Participating Population Levels, the Settlement Fund Administrator shall give notice to Walmart, the Settling States, and the Enforcement Committee of the Participating Population Levels and whether the Subdivision Participation Thresholds have been met. b. Within ten (10) calendar days of the notice provided by the Settlement Fund Administrator, any Party or the Enforcement Committee may dispute, in writing, the calculation of the Participating Population Levels or the determination of whether the Subdivision Participation Thresholds have been met. Such disputing party must provide a written notice of dispute to the Settlement Fund Administrator, the Enforcement Committee, and Walmart (and the affected Settling State, as applicable) identifying the nature of the dispute. c. Within ten (10) calendar days of the sending of a written notice of dispute, any affected party may submit a response, in writing, to the Settlement Fund Administrator, the Enforcement Committee, Walmart, and the disputing Party (and the affected Settling State, as applicable) identifying the basis for disagreement with the notice of dispute. d. After the time period for a response to be filed has passed, the Settlement Fund Administrator, the Enforcement Committee, Walmart, and the disputing Party (and the affected Settling State, as applicable) shall meet and confer within ten (10) calendar days in an attempt to resolve the dispute. If no resolution is reached, disputes described in this subsection shall be handled in accordance with the terms of Section VI.F.3. 3. If the Subdivision Participation Thresholds are not satisfied by the Threshold Subdivision Participation Date, then any and all releases, commitments or obligations contained herein or in State Participation Forms or Subdivision Participation Agreements shall be void, provided, however, that on or after the Threshold Subdivision Participation Date, Walmart shall have the unilateral right in its sole discretion to extend the Threshold Subdivision Participation Date or to proceed with the Settlement if one or both of the Subdivision Participation Thresholds have not been satisfied.‌