Common use of Settlement Consideration Clause in Contracts

Settlement Consideration. In consideration for the full and complete release of all Released Claims against all Released Parties, and the dismissal of the Action with prejudice, Defendant VWGoA agrees to provide the following consideration to the Settlement Class: A. Reimbursement for Past Unreimbursed Out-of-Pocket Expenses Paid for a Covered Repair Prior to the Notice Date. (1) If the Covered Repair was performed prior to March 18, 2022, the Settlement Class Member shall be entitled to 100% of their paid out-of-pocket expenses (parts and labor) for the Covered Repair. (2) If the Covered Repair was performed on or after March 18, 2022, the Settlement Class Member shall be entitled to receive 100% of their paid out-of-pocket expenses (parts and labor) for the Covered Repair, provided that the Settlement Class Member submits, in addition to the Claim Form and Proof of Repair Expense, either (i) proof that Recall 90S9 was performed on the vehicle prior to the Covered Repair, or (ii) a signed declaration attesting, under penalty of perjury, that Recall 90S9 was not performed prior to the Covered Repair because that Settlement Class Member was not notified of Recall 90S9 prior to the Covered Repair, and /Audi records do not show otherwise. Proof that Recall 90S9 was performed shall take the form of an original or legible copy of an invoice, receipt, or similar record confirming that Recall 90S9 was performed on the Settlement Class Vehicle, the date that it was performed, and the Audi dealership that performed it. (3) Subject to sub-sections (1) and (2) above, if the Covered Repair was performed by a service entity or facility that is not an authorized Audi dealer, the Settlement Class Member must also submit, together with the other proof and submission requirements set forth in this Section II.A., documentation (such as a written estimate or invoice), or if documents are not available after a good-faith effort to obtain them, a Declaration signed under penalty of perjury, confirming that the Settlement Class Member first attempted to have the Covered Repair performed by an authorized Audi dealer, but the dealer declined or was unable to perform the repair free of charge. Reimbursement for a Covered Repair performed by a service entity or facility that is not an authorized Audi dealer shall not exceed a maximum reimbursement amount (parts and labor) of $1,450. B. Requirements for and Limitations on Entitlement to Reimbursement Set Forth in Section II.(A). (1) To qualify for reimbursement of past paid and unreimbursed out-of-pocket expenses for a Covered Repair under Section II.(A) above, the Settlement Class Member must mail to the Claim Administrator, by first-class mail post-marked no later than seventy-five (75) days from the Notice Date, a fully completed and dated Claim Form, signed under penalty of perjury, together with the required Proof of Repair Expense defined in Section I.(M) of this Agreement, and, if applicable, the documentation or Declaration required in Sections II.A.(2) and/or II.A.(3) of this Agreement, demonstrating that the Claim for Reimbursement is valid and complies in all respects with the terms of this Settlement Agreement. (2) Any damage to or malfunction of the Gateway Control Module resulting from misuse, abuse, accident or crash, improper operation, lack of or improper maintenance, and/or damage from an external source, does not qualify for reimbursement, with the exception of unintentional spillage of liquid inside the vehicle which directly caused a failure of the Gateway Control Module. (3) If the claimant is not a person to whom the Claim Form was addressed, and/or the vehicle with respect to which a Claim is made is not the vehicle identified by VIN number on the mailed Claim Form, the Claim shall contain proof that the claimant is a Settlement Class Member, that the vehicle is a Settlement Class Vehicle and that the Settlement Class Member paid for the Covered Repair. (4) Any Claim for Reimbursement shall be reduced by the amount of any payment, concession or goodwill accommodation or discount(s) already received, from any other source (including VWGoA/Audi of America, Inc., an Audi dealer, an insurer, service contract provider, or extended warranty provider, or any other person or entity), for all or part of the amount of the Covered Repair that is the subject of the Claim for Reimbursement. The Claim Form shall contain a statement in which the Settlement Class Member must verify either that no such payment, concession or goodwill accommodation or discount(s) was received from another source, or if it was, the amount of the payment received and from whom/what source it was received. (5) non-appealable, except that a Settlement Class Member may seek attorney review of said denial by so requesting it from the Claim Administrator within fourteen (14) days of the date of the letter or notice of the denial of that Claim. If attorney review is timely requested, Class Counsel and Defense Counsel shall confer and attempt to resolve any disputed denial by the Claim Administrator in good faith.

Settlement Consideration. 61. In consideration exchange for the full mutual promises and complete release of all Released Claims against all Released Partiescovenants in this Agreement, including, without limitation, the Releases as set forth in Section XII hereof and the dismissal of the Action with prejudiceupon Final Approval, Defendant VWGoA agrees shall, without admission of liability, pay the total amount of Twenty-One Million Nine Hundred Seventy-Five Thousand Dollars ($21,975,000.00) as the monetary component of the Settlement as set forth in Sections IX and X hereof and subject to provide the following consideration termination provisions in Section XIV. This Settlement Payment Amount includes all monetary disbursements incurred in connection with the Settlement, including but not limited to (a) all monetary payments to the Settlement Class: A. Reimbursement for Past Unreimbursed Out-of-Pocket Expenses Paid for a Covered Repair Prior Classes; (b) all Administrative Costs; (c) all attorneys’ fees, costs, and expenses awarded by the Court to Class Counsel; and (d) all Service Awards to be paid to Plaintiffs. For avoidance of doubt, Defendant shall not be required to pay any additional monetary sums in settlement of the Notice Date. (1) If the Covered Repair was performed prior Action, nor shall it be required to March 18bear any other fees, 2022costs, charges, or expenses in connection with the Settlement Class Member shall be entitled to 100% (exclusive of their paid out-of-pocket expenses (parts the costs of CAFA notice and labor) for the Covered Repair. (2) If the Covered Repair was performed on or after March 18, 2022, the Settlement Class Member shall be entitled to receive 100% implementation of their paid out-of-pocket expenses (parts and labor) for the Covered Repair, account credits as provided that the Settlement Class Member submits, in addition to the Claim Form and Proof of Repair Expense, either (i) proof that Recall 90S9 was performed on the vehicle prior to the Covered Repair, or (ii) a signed declaration attesting, under penalty of perjury, that Recall 90S9 was not performed prior to the Covered Repair because that Settlement Class Member was not notified of Recall 90S9 prior to the Covered Repair, and /Audi records do not show otherwise. Proof that Recall 90S9 was performed shall take the form of an original or legible copy of an invoice, receipt, or similar record confirming that Recall 90S9 was performed on the Settlement Class Vehicle, the date that it was performed, and the Audi dealership that performed it. (3) Subject to sub-sections (1) and (2) above, if the Covered Repair was performed by a service entity or facility that is not an authorized Audi dealer, the Settlement Class Member must also submit, together with the other proof and submission requirements set forth in this Section II.A., documentation (such as a written estimate or invoice), or if documents are not available after a good-faith effort to obtain them, a Declaration signed under penalty of perjury, confirming that the Settlement Class Member first attempted to have the Covered Repair performed by an authorized Audi dealer, but the dealer declined or was unable to perform the repair free of charge. Reimbursement for a Covered Repair performed by a service entity or facility that is not an authorized Audi dealer shall not exceed a maximum reimbursement amount (parts and labor) of $1,450. B. Requirements for and Limitations on Entitlement to Reimbursement Set Forth in Section II.(A). (1) To qualify for reimbursement of past paid and unreimbursed out-of-pocket expenses for a Covered Repair under Section II.(A) above, the Settlement Class Member must mail to the Claim Administrator, by first-class mail post-marked no later than seventy-five (75) days from the Notice Date, a fully completed and dated Claim Form, signed under penalty of perjury, together with the required Proof of Repair Expense defined in Section I.(M) X of this Agreement, and, if applicable, the documentation ). Defendant also shall not be required to take any action or Declaration required in Sections II.A.(2) and/or II.A.(3) refrain from taking any action as a result of this Agreement, demonstrating that the Claim for Reimbursement is valid and complies in all respects with Settlement except to fulfill its obligations to implement the terms of this Settlement AgreementAgreement as specifically provided herein. (2) Any damage 62. In addition to or malfunction the Settlement Payment Amount described in the preceding paragraph, and subject to the occurrence of the Gateway Control Module resulting from misuseEffective Date, abuse, accident or crash, improper operation, lack Defendant shall provide Ten Million Two-Hundred Fifty Thousand Dollars ($10,250,000.00) in the form of or improper maintenance, and/or damage from an external source, does reductions to the outstanding balances of Settlement Class Members whose accounts were closed with amounts owed to Defendant. This Overdraft Forgiveness Amount shall serve to reduce the amounts that Participating Settlement Class Members owe to Defendant for Overdraft Fees and overdrafts Defendant paid but for which Defendant was not qualify for reimbursement, with the exception of unintentional spillage of liquid inside the vehicle which directly caused a failure of the Gateway Control Modulereimbursed. (3) If 63. Defendant has discontinued assessing Overdraft Fees for debit card transactions that were authorized at a time when the claimant is not a person account's Available Balance was positive. Defendant agrees to whom the Claim Form was addressed, and/or the vehicle work with respect to which a Claim is made is not the vehicle identified by VIN number on the mailed Claim Form, the Claim shall contain proof that the claimant is a Settlement Class Member, that the vehicle is a Settlement Class Vehicle and that the Settlement Class Member paid for the Covered Repair. (4) Any Claim for Reimbursement shall be reduced by the amount of any payment, concession or goodwill accommodation or discount(s) already received, from any other source (including VWGoA/Audi of America, Inc., an Audi dealer, an insurer, service contract provider, or extended warranty provider, or any other person or entity), for all or part of the amount of the Covered Repair that is the subject of the Claim for Reimbursement. The Claim Form shall contain a statement in which the Settlement Class Member must verify either that no such payment, concession or goodwill accommodation or discount(s) was received from another source, or if it was, the amount of the payment received and from whom/what source it was received. (5) non-appealable, except that a Settlement Class Member may seek attorney review of said denial by so requesting it from the Claim Administrator within fourteen (14) days of the date of the letter or notice of the denial of that Claim. If attorney review is timely requested, Class Counsel and Defense Counsel shall confer and attempt to resolve any disputed denial by the Claim Administrator Plaintiffs' counsel in good faithfaith to estimate the annual fee impact of this practice change for personal checking accounts.

Settlement Consideration. 62. In consideration exchange for the full mutual promises and complete release of all Released Claims against all Released Partiescovenants in this Agreement, including, without limitation, the Releases as set forth in Section XII hereof and the dismissal of the Action with prejudiceupon Final Approval, Defendant VWGoA agrees shall, without admission of liability, pay the total amount of Ten Million Five Hundred Thousand Dollars ($10,500,000.00) as the monetary component of the Settlement as set forth in Sections IX and X hereof and subject to provide the following consideration termination provisions in Section XIV. This Settlement Payment Amount includes all monetary disbursements incurred in connection with the Settlement, including but not limited to (a) all monetary payments to the Settlement Class: A. Reimbursement for Past Unreimbursed Out-of-Pocket Expenses Paid for a Covered Repair Prior Classes; (b) all Administrative Costs; (c) all attorneys’ fees, costs, and expenses awarded by the Court to Class Counsel; and (d) all Service Awards awarded by the Notice Date. (1) If Court to Plaintiffs. For avoidance of doubt, Defendant shall not be required to pay any additional monetary sums in settlement of the Covered Repair was performed prior Action, nor shall it be required to March 18bear any other fees, 2022costs, charges, or expenses in connection with the Settlement Class Member shall be entitled to 100% (exclusive of their paid out-of-pocket expenses (parts the costs of CAFA notice and labor) for the Covered Repair. (2) If the Covered Repair was performed on or after March 18, 2022, the Settlement Class Member shall be entitled to receive 100% implementation of their paid out-of-pocket expenses (parts and labor) for the Covered Repair, account credits as provided that the Settlement Class Member submits, in addition to the Claim Form and Proof of Repair Expense, either (i) proof that Recall 90S9 was performed on the vehicle prior to the Covered Repair, or (ii) a signed declaration attesting, under penalty of perjury, that Recall 90S9 was not performed prior to the Covered Repair because that Settlement Class Member was not notified of Recall 90S9 prior to the Covered Repair, and /Audi records do not show otherwise. Proof that Recall 90S9 was performed shall take the form of an original or legible copy of an invoice, receipt, or similar record confirming that Recall 90S9 was performed on the Settlement Class Vehicle, the date that it was performed, and the Audi dealership that performed it. (3) Subject to sub-sections (1) and (2) above, if the Covered Repair was performed by a service entity or facility that is not an authorized Audi dealer, the Settlement Class Member must also submit, together with the other proof and submission requirements set forth in this Section II.A., documentation (such as a written estimate or invoice), or if documents are not available after a good-faith effort to obtain them, a Declaration signed under penalty of perjury, confirming that the Settlement Class Member first attempted to have the Covered Repair performed by an authorized Audi dealer, but the dealer declined or was unable to perform the repair free of charge. Reimbursement for a Covered Repair performed by a service entity or facility that is not an authorized Audi dealer shall not exceed a maximum reimbursement amount (parts and labor) of $1,450. B. Requirements for and Limitations on Entitlement to Reimbursement Set Forth in Section II.(A). (1) To qualify for reimbursement of past paid and unreimbursed out-of-pocket expenses for a Covered Repair under Section II.(A) above, the Settlement Class Member must mail to the Claim Administrator, by first-class mail post-marked no later than seventy-five (75) days from the Notice Date, a fully completed and dated Claim Form, signed under penalty of perjury, together with the required Proof of Repair Expense defined in Section I.(M) X of this Agreement, and, if applicable, the documentation ). Defendant also shall not be required to take any action or Declaration required in Sections II.A.(2) and/or II.A.(3) refrain from taking any action as a result of this Agreement, demonstrating that the Claim for Reimbursement is valid and complies in all respects with Settlement except to fulfill its obligations to implement the terms of this Settlement AgreementAgreement as specifically provided herein. (2) Any damage 63. In addition to or malfunction the Settlement Payment Amount described in the preceding paragraph, and subject to the occurrence of the Gateway Control Module resulting from misuseEffective Date, abuseDefendant shall provide Five Million Dollars ($5,000,000.00) in the form of reductions to the outstanding balances of Participating Settlement Class Members whose Accounts were closed with amounts owed to Defendant. This Overdraft Forgiveness Amount shall serve to reduce the amounts that Participating Settlement Class Members owe to Defendant for Overdraft Fees, accident or crashNSF Fees, improper operation, lack of or improper maintenance, and/or damage from an external source, does and overdrafts Defendant paid but for which Defendant was not qualify for reimbursement, with the exception of unintentional spillage of liquid inside the vehicle which directly caused a failure of the Gateway Control Modulereimbursed. (3) If 64. Defendant has discontinued assessing Overdraft Fees for debit card transactions that were authorized at a time when the claimant is not a person account's Available Balance was positive. Defendant agrees to whom work with Plaintiffs' counsel in good faith to estimate the Claim Form was addressed, and/or the vehicle with respect to which a Claim is made is not the vehicle identified by VIN number on the mailed Claim Form, the Claim shall contain proof that the claimant is a Settlement Class Member, that the vehicle is a Settlement Class Vehicle and that the Settlement Class Member paid annual fee impact of this practice change for the Covered Repairbusiness checking accounts. 65. Defendant intends to discontinue charging NSF Fees (4overdraft-return fees) Any Claim for Reimbursement shall be reduced by the amount of any payment, concession or goodwill accommodation or discount(s) already received, from any other source (including VWGoA/Audi of America, Inc., an Audi dealer, an insurer, service contract provider, or extended warranty provider, or any other person or entity), for all or part of the amount of the Covered Repair that is the subject of the Claim for Reimbursementbusiness checking accounts. The Claim Form shall contain a statement in which the Settlement Class Member must verify either that no such payment, concession or goodwill accommodation or discount(s) was received from another source, or if it was, the amount of the payment received and from whom/what source it was received. (5) non-appealable, except that a Settlement Class Member may seek attorney review of said denial by so requesting it from the Claim Administrator within fourteen (14) days of the date of the letter or notice of the denial of that Claim. If attorney review is timely requested, Class Counsel and Defense Counsel shall confer and attempt Defendant agrees to resolve any disputed denial by the Claim Administrator work with Plaintiffs’ counsel in good faithfaith to estimate the annual fee impact of this practice change for business checking accounts.

Settlement Consideration. In consideration for the full 15. All Settlement Class Members who are Authorized Claimants and complete release of all Released Claims against all Released Parties, and the dismissal of the Action with prejudice, Defendant VWGoA agrees to provide the following consideration who prior to the Settlement Class: A. Reimbursement for Past Unreimbursed OutPreliminary Approval Date experienced one failure of a Copper Coil while the Copper Coil was covered by the original limited five year warranty or extended ten year warranty and incurred any out-of-Pocket Expenses Paid pocket expenses as a result of that failure, will receive a $75 Service Rebate Certificate valid for a Covered Repair Prior one year from the date it is issued, to be used as payment for maintenance on their HVAC system performed by an authorized JCI Dealer after the date the Service Rebate Certificate is issued. Authorized Claimants must provide the Settlement Administrator with evidence of the Copper Coil failure and may do so by submitting, for example, an invoice(s), receipt(s), photograph(s), correspondence to or from JCI or an HVAC dealer or contractor, warranty claim(s), or any other competent evidence of the failure. To redeem the Service Rebate Certificate, the Authorized Claimant must provide the Settlement Administrator with proof of service by an 11 authorized JCI Dealer within 120 days of such service being performed. The rebate will be paid directly by the Settlement Administrator to the Notice DateAuthorized Claimant by check within thirty (30) days after submission of such proof. (1) If the Covered Repair was performed 16. All Settlement Class Members who are Authorized Claimants and who prior to March 18the Preliminary Approval Date experienced two or more failures of a Copper Coil while the Copper Coil was covered by the original limited five year warranty or extended ten year warranty, 2022and paid for labor, refrigerant, or parts associated with the replacement of their Copper Coils, will receive a check as reimbursement for their out-of-pocket expenses of up to $550.00 for each replacement (but no more than $1,100.00 for all replacements). Authorized Claimants must provide the Settlement Class Member shall be entitled Administrator with evidence of the Copper Coil failures and may do so by submitting, for example, an invoice(s), receipt(s), photograph(s), correspondence to 100% or from JCI or an HVAC dealer or contractor, warranty claim(s), or any other competent evidence of their the failure. Authorized Claimants must also provide the Settlement Administrator with evidence of the amounts they paid out-of-pocket expenses (for labor, refrigerant, or parts to replace those Copper Coils, and labor) for the Covered Repairmay do so by submitting an invoice(s), receipt(s), cancelled check(s), or other competent evidence. (2) If 17. All Settlement Class Members who are Authorized Claimants and who after the Covered Repair was Preliminary Approval Date experience a first failure of a Copper Coil while the Copper Coil is covered by the original limited five year warranty or extended ten year warranty, will receive at no cost a new Aluminum Replacement Coil, plus a $75 Service Rebate Certificate valid for one year from the date it is issued, to help defray the cost of the installation of the Aluminum Replacement Coil or to be used as payment for maintenance on their HVAC system performed on by an authorized JCI Dealer after the date the Service Rebate Certificate is issued. The new Aluminum Replacement Coil will be provided through any authorized JCI Dealer. Authorized Claimants must provide the Settlement Administrator with evidence of the Copper Coil failure and may do so by submitting, for example, an invoice(s), receipt(s), photograph(s), correspondence to or after March 18from JCI or an HVAC dealer or contractor, 2022warranty claim(s), or any other competent evidence of the failure. To redeem the Service Rebate Certificate, the Authorized Claimant must provide the Settlement Administrator with proof of service by an authorized JCI dealer within 120 days of such service being performed. The rebate will be paid directly by the Settlement Administrator to the Authorized Claimant by check within thirty (30) days after submission of such proof. 18. All Settlement Class Member shall be entitled to receive 100% Members who are Authorized Claimants and who experience two or more failures of their Copper Coil while the Copper Coil is covered by the original limited five year warranty or extended ten year warranty, if at least one of the failures occurs after the Preliminary Approval Date, and paid for labor, refrigerant, or parts associated with the replacement of their Copper Coils, will receive at no cost a new Aluminum Replacement Coil, plus a check as reimbursement for their out-of-pocket expenses of up to $550.00 for each replacement (but no more than $1,100.00 for all replacements). The new Aluminum Replacement Coil will be provided through any authorized JCI Dealer. Authorized Claimants must provide the Settlement Administrator with evidence of each Copper Coil failures and may do so by submitting, for example, an invoice(s), receipt(s), photograph(s), correspondence to or from JCI or an HVAC dealer or contractor, warranty claim(s) or any other competent evidence of the failure. Authorized Claimants must also provide the Settlement Administrator with evidence of the amounts they paid out-of-pocket expenses (parts and for labor) for the Covered Repair, provided that the Settlement Class Member submits, in addition to the Claim Form and Proof of Repair Expense, either (i) proof that Recall 90S9 was performed on the vehicle prior to the Covered Repairrefrigerant, or (ii) a signed declaration attesting, under penalty of perjury, that Recall 90S9 was not performed prior parts to the Covered Repair because that Settlement Class Member was not notified of Recall 90S9 prior to the Covered Repairreplace those Copper Coils, and /Audi records may do not show otherwise. Proof that Recall 90S9 was performed shall take the form of so by submitting an original or legible copy of an invoiceinvoice(s), receiptreceipt(s), cancelled check(s), or similar record confirming that Recall 90S9 was performed on the Settlement Class Vehicle, the date that it was performed, and the Audi dealership that performed itother competent evidence. (3) Subject 19. Under no circumstances shall JCI be required to sub-sections (1) and (2) above, if the Covered Repair was performed by a service entity provide any relief or facility that is not an authorized Audi dealer, the Settlement Class Member must also submit, together with the bear any costs or expenses other proof and submission requirements than as expressly set forth in this Section II.A., documentation (such as a written estimate or invoice), or if documents are not available after a good-faith effort to obtain them, a Declaration signed under penalty of perjury, confirming that the Settlement Class Member first attempted to have the Covered Repair performed by an authorized Audi dealer, but the dealer declined or was unable to perform the repair free of charge. Reimbursement for a Covered Repair performed by a service entity or facility that is not an authorized Audi dealer shall not exceed a maximum reimbursement amount (parts and labor) of $1,450. B. Requirements for and Limitations on Entitlement to Reimbursement Set Forth in Section II.(A). (1) To qualify for reimbursement of past paid and unreimbursed out-of-pocket expenses for a Covered Repair under Section II.(A) above, the Settlement Class Member must mail to the Claim Administrator, by first-class mail post-marked no later than seventy-five (75) days from the Notice Date, a fully completed and dated Claim Form, signed under penalty of perjury, together with the required Proof of Repair Expense defined in Section I.(M) of this Agreement, and, if applicable, the documentation or Declaration required in Sections II.A.(2) and/or II.A.(3) of this Agreement, demonstrating that the Claim for Reimbursement is valid and complies in all respects with the terms of this Settlement Agreement. (2) Any damage to or malfunction of the Gateway Control Module resulting from misuse, abuse, accident or crash, improper operation, lack of or improper maintenance, and/or damage from an external source, does not qualify for reimbursement, with the exception of unintentional spillage of liquid inside the vehicle which directly caused a failure of the Gateway Control Module. (3) If the claimant is not a person to whom the Claim Form was addressed, and/or the vehicle with respect to which a Claim is made is not the vehicle identified by VIN number on the mailed Claim Form, the Claim shall contain proof that the claimant is a Settlement Class Member, that the vehicle is a Settlement Class Vehicle and that the Settlement Class Member paid for the Covered Repair. (4) Any Claim for Reimbursement shall be reduced by the amount of any payment, concession or goodwill accommodation or discount(s) already received, from any other source (including VWGoA/Audi of America, Inc., an Audi dealer, an insurer, service contract provider, or extended warranty provider, or any other person or entity), for all or part of the amount of the Covered Repair that is the subject of the Claim for Reimbursement. The Claim Form shall contain a statement in which the Settlement Class Member must verify either that no such payment, concession or goodwill accommodation or discount(s) was received from another source, or if it was, the amount of the payment received and from whom/what source it was received. (5) non-appealable, except that a Settlement Class Member may seek attorney review of said denial by so requesting it from the Claim Administrator within fourteen (14) days of the date of the letter or notice of the denial of that Claim. If attorney review is timely requested, Class Counsel and Defense Counsel shall confer and attempt to resolve any disputed denial by the Claim Administrator in good faith.

Settlement Consideration. In consideration for 4.1 Subject to the full procedures in Sections 6 and complete release of all Released Claims against all Released Parties7 below, and in compromise of disputed claims and in consideration of this Agreement, as well as additional consideration described in this Agreement, the dismissal Parties have agreed that in exchange for a release by the Releasing Persons of the Action Released Persons of Released Claims, entry of Final Judgment as contemplated herein, and dismissal with prejudiceprejudice of the Action, Defendant VWGoA agrees to provide shall make the following consideration payments: 4.1.1 Subject to the terms, limits, conditions, coverage limits, and deductibles of policies, Class Members who timely file valid Claim Forms by the Claims Deadline will be paid Claim Settlement Class: A. Reimbursement for Past Unreimbursed Out-of-Pocket Expenses Paid for a Covered Repair Prior Payments in an amount equal to the Notice Date.Nonmaterial Depreciation that was withheld from ACV Payments and not subsequently paid; (1) If 4.1.2 For Class Members identified under subsections 4.1.1 above, simple interest at the Covered Repair was performed prior to March 18rate of 6% per annum on the Nonmaterial Depreciation determined under subsections 4.1.1, 2022, from the Settlement Class Member shall be entitled to 100% date of their paid out-of-pocket expenses (parts and labor) for the Covered Repair. (2) If the Covered Repair was performed on or after March 18, 2022, the Settlement Class Member shall be entitled to receive 100% of their paid out-of-pocket expenses (parts and labor) for the Covered Repair, provided that the Settlement Class Member submits, in addition each respective ACV Payment to the Claim Form Effective Date; 4.1.3 For Class Members identified under subsections 4.1.1 and Proof for whom all Nonmaterial Depreciation that was withheld from ACV Payments was subsequently paid, simple interest at the rate of Repair Expense6% per annum on Nonmaterial Depreciation that was initially withheld from ACV payments, either (i) proof that Recall 90S9 from the date of each ACV Payment from which Nonmaterial Depreciation was performed on the vehicle prior withheld to the Covered Repair, or (ii) a signed declaration attesting, under penalty of perjury, that Recall 90S9 date all Nonmaterial Depreciation was not performed prior paid; 4.1.4 Subject to the Covered Repair because that Settlement Class Member was not notified of Recall 90S9 prior to the Covered Repair, and /Audi records do not show otherwise. Proof that Recall 90S9 was performed shall take the form of an original or legible copy of an invoice, receipt, or similar record confirming that Recall 90S9 was performed on the Settlement Class Vehicle, the date that it was performed, and the Audi dealership that performed it. (3) Subject to sub-sections (1) and (2) above, if the Covered Repair was performed by a service entity or facility that is not an authorized Audi dealer, the Settlement Class Member must also submit, together with the other proof and submission requirements conditions set forth in this Section II.A.Agreement, documentation (such as a written estimate or invoice), or if documents attorneys’ fees and expenses that are not available after a good-faith effort awarded by the Court to obtain them, a Declaration signed under penalty of perjury, confirming that the Settlement Class Member first attempted to have the Covered Repair performed by an authorized Audi dealer, but the dealer declined or was unable to perform the repair free of charge. Reimbursement for a Covered Repair performed by a service entity or facility that is not an authorized Audi dealer shall not exceed a maximum reimbursement amount (parts and labor) of $1,450.Counsel; B. Requirements for and Limitations on Entitlement to Reimbursement Set Forth in Section II.(A). (1) To qualify for reimbursement of past paid and unreimbursed out-of-pocket expenses for a Covered Repair under Section II.(A) above, the Settlement Class Member must mail 4.1.5 Subject to the Claim Administrator, by first-class mail post-marked no later than seventy-five (75) days from the Notice Date, a fully completed and dated Claim Form, signed under penalty of perjury, together with the required Proof of Repair Expense defined conditions set forth in Section I.(M) of this Agreement, andservice awards that are awarded by the Court to the Representative Plaintiffs. 4.1.6 The costs of Class Notice and settlement administration, if applicable, the documentation or Declaration required as provided in Sections II.A.(2) and/or II.A.(3) of this Agreement; and 4.1.7 The reasonable fees incurred by the Neutral Evaluator, demonstrating that the Claim for Reimbursement is valid and complies as provided in all respects with the terms of this Settlement Agreement. (2) Any damage 4.2 Until such time as the foregoing payments are made, all sums to be paid by Defendant shall remain under the control and ownership of Defendant or Defendant’s independent contractors. Neither Class Members nor any other Person shall have any right to or malfunction ownership or expectation interest in Claim Settlement Payments or any other sums unless and until timely and eligible claims of the Gateway Control Module resulting from misuseClass Members have been submitted and checks in payment of same have been issued and timely negotiated by Class Members, abuse, accident or crash, improper operation, lack of or improper maintenance, and/or damage from an external source, does as described in this Agreement. For any payment that has not qualify for reimbursement, with the exception of unintentional spillage of liquid inside the vehicle which directly caused been timely negotiated by a failure of the Gateway Control Module. (3) If the claimant is not a person to whom the Claim Form was addressed, and/or the vehicle with respect to which a Claim is made is not the vehicle identified by VIN number on the mailed Claim Form, the Claim shall contain proof that the claimant is a Settlement Class Member, that the vehicle is a Settlement Class Vehicle and Member’s rights to that the Settlement Class Member paid for the Covered Repair. (4) Any Claim for Reimbursement payment shall be reduced forfeited by the amount of Class Member, and all rights to any payment, concession or goodwill accommodation or discount(s) already received, from any other source (including VWGoA/Audi of America, Inc., an Audi dealer, an insurer, service contract provider, or extended warranty provider, or any other person or entity), for all or part such payments shall be governed by the Defendant’s general escheatment procedures and in accordance with the laws of the amount of the Covered Repair that is the subject of the Claim for Reimbursement. The Claim Form shall contain a statement in which the Settlement Class Member must verify either that no such payment, concession or goodwill accommodation or discount(s) was received from another source, or if it was, the amount of the payment received and from whom/what source it was receivedapplicable states. (5) non-appealable, except that a Settlement Class Member may seek attorney review of said denial by so requesting it from the Claim Administrator within fourteen (14) days of the date of the letter or notice of the denial of that Claim. If attorney review is timely requested, Class Counsel and Defense Counsel shall confer and attempt to resolve any disputed denial by the Claim Administrator in good faith.

Settlement Consideration. In consideration for the full and complete release of all Released Claims against all Released Parties, and the dismissal of the Action with prejudice, Defendant VWGoA agrees 4.1 Under no circumstances shall Defendants’ liability to provide the following consideration make payments to the Settlement Class: A. Reimbursement for Past Unreimbursed Out-of-Pocket Expenses Paid for a Covered Repair Prior to Class Members, including the Notice DateNamed Plaintiffs’ Enhancement Awards, exceed the Maximum Claimant Settlement Amount of $14,000,000. (1) If the Covered Repair was performed prior to March 18, 2022, 4.2 In consideration of the Settlement Class Member including the Release given herein, each Claimant shall be entitled to 100% a Calculated Payment as described in this Agreement. The total amount paid to all Claimants, including the Named Plaintiffs’ Enhancement Awards, in the aggregate, shall not exceed the Maximum Claimant Settlement Amount. In the event the aggregate total dollar value of their all Claims submitted by the Claimants and the Named Plaintiffs’ Enhancement Awards paid out-of-pocket expenses (parts to the Named Plaintiffs exceeds the Maximum Claimant Settlement Amount, each Claimant’s Calculated Payment shall be reduced and labor) for the Covered RepairClaimant shall receive, as a Calculated Payment, a pro rata share of the Maximum Claimant Settlement Amount. Only one Calculated Payment is payable per eligible Electricity Maine account; however, Claimants who maintained multiple accounts with Electricity Maine are not prohibited from submitting multiple Claims. 4.3 The payments to Claimants described herein will only be available on a claims made basis through submission of a Valid Claim, with no residue, and Electricity Maine will only be required to pay Valid Claims. 4.4 This Agreement does not create any property interest or unclaimed property or cy pres rights for Settlement Class Members who do not submit Valid Claims, or who do not present, deposit, cash, or otherwise negotiate a settlement payment, or if the Settlement is terminated. 4.5 All Settlement Class Members, Claimants, Named Plaintiffs, and Class Counsel shall be responsible for their own individual tax reporting obligations respecting the Settlement and any payments thereunder. Defendants’ Counsel and the Released Parties shall not have any liability or responsibility for any taxes or tax expenses resulting from the Settlement. 4.6 Claimants will have the opportunity to select an electronic payment option for payment of the Claimant’s Calculated Payment on the Claims Form or through the Claims Portal. The Claims Form and the Claims Portal will provide available cost-effective electronic payment options, including direct deposit and various digital payment methods. Each Claimant opting to receive their Calculated Payment electronically shall select one of the identified payment options and provide the information required to make the payment (2) If i.e., routing and account numbers for a direct deposit or email address or phone number for a digital payment). Claimants who have submitted a Valid Claim but who do not select an electronic payment option, will receive their Calculated Payment by check sent via U.S. Mail. To the Covered Repair was performed on or after March 18, 2022extent the Claims Administrator is unable to process an electronic payment to a Claimant who selected an electronic form of payment, the Settlement Class Member Administrator shall be entitled to receive 100% of their paid out-of-pocket expenses (parts and labor) for the Covered Repair, provided that the Settlement Class Member submits, in addition issue a check sent via U.S. Mail. 4.7 All settlement payments issued to the Claim Form Claimants will only be valid and Proof negotiable for, and must be presented for payment or deposit within, a period of Repair Expenseone hundred eighty (180) days. Upon the expiration of such period, either (i) proof that Recall 90S9 was performed on the vehicle prior to the Covered Repairany payment not presented, deposited, cashed, or (ii) a signed declaration attesting, under penalty otherwise negotiated shall expire and be void. The voiding of perjury, that Recall 90S9 was not performed prior to the Covered Repair because that Settlement Class Member was not notified any payment by such passage of Recall 90S9 prior to the Covered Repair, and /Audi records do not show otherwise. Proof that Recall 90S9 was performed shall take the form of an original or legible copy of an invoice, receipt, or similar record confirming that Recall 90S9 was performed on the Settlement Class Vehicle, the date that it was performed, and the Audi dealership that performed it. (3) Subject to sub-sections (1) and (2) above, if the Covered Repair was performed by a service entity or facility that is not an authorized Audi dealer, the Settlement Class Member must also submit, together with the other proof and submission requirements set forth in this Section II.A., documentation (such as a written estimate or invoice), or if documents are not available after a good-faith effort to obtain them, a Declaration signed under penalty of perjury, confirming that the Settlement Class Member first attempted to have the Covered Repair performed by an authorized Audi dealer, but the dealer declined or was unable to perform the repair free of charge. Reimbursement for a Covered Repair performed by a service entity or facility that is not an authorized Audi dealer time shall not exceed a maximum reimbursement amount (parts and labor) of $1,450. B. Requirements for and Limitations on Entitlement to Reimbursement Set Forth invalidate the Release given in Section II.(A). (1) To qualify for reimbursement of past paid and unreimbursed out-of-pocket expenses for a Covered Repair under Section II.(A) above, the Settlement Class Member must mail to the Claim Administrator, by first-class mail post-marked no later than seventy-five (75) days from the Notice Date, a fully completed and dated Claim Form, signed under penalty of perjury, together with the required Proof of Repair Expense defined in Section I.(M) X of this Agreement, and, if applicable, the documentation or Declaration required in Sections II.A.(2) and/or II.A.(3) of this Agreement, demonstrating that the Claim for Reimbursement is valid and complies in all respects with the terms of this Settlement Agreement. (2) Any damage 4.8 Electricity Maine shall waive payments of amounts owed to or malfunction of the Gateway Control Module resulting from misuse, abuse, accident or crash, improper operation, lack of or improper maintenance, and/or damage from an external source, does not qualify for reimbursement, with the exception of unintentional spillage of liquid inside the vehicle which directly caused a failure of the Gateway Control Module. (3) If the claimant is not a person to whom the Claim Form was addressed, and/or the vehicle with respect to which a Claim is made is not the vehicle identified it by VIN number on the mailed Claim Form, the Claim shall contain proof that the claimant is a Settlement Class Member, Members for electricity purchased during the Class Period that the vehicle is a Settlement Class Vehicle and that the Settlement Class Member paid for the Covered Repair. were more than one hundred twenty (4) Any Claim for Reimbursement shall be reduced by the amount of any payment, concession or goodwill accommodation or discount(s) already received, from any other source (including VWGoA/Audi of America, Inc., an Audi dealer, an insurer, service contract provider, or extended warranty provider, or any other person or entity), for all or part of the amount of the Covered Repair that is the subject of the Claim for Reimbursement. The Claim Form shall contain a statement in which the Settlement Class Member must verify either that no such payment, concession or goodwill accommodation or discount(s) was received from another source, or if it was, the amount of the payment received and from whom/what source it was received. (5) non-appealable, except that a Settlement Class Member may seek attorney review of said denial by so requesting it from the Claim Administrator within fourteen (14120) days overdue as of the date of the letter or notice of the denial of that Claim. If attorney review is timely requestedNovember 30, Class Counsel and Defense Counsel shall confer and attempt to resolve any disputed denial by the Claim Administrator in good faith2019.

Settlement Consideration. (a) In consideration for of the full and complete release of all Released Claims against all Released Partiesreleases, covenants, and the dismissal of the Action with prejudice, Defendant VWGoA agrees to provide the following consideration to the Settlement Class: A. Reimbursement for Past Unreimbursed Out-of-Pocket Expenses Paid for a Covered Repair Prior to the Notice Date. (1) If the Covered Repair was performed prior to March 18, 2022, the Settlement Class Member shall be entitled to 100% of their paid out-of-pocket expenses (parts and labor) for the Covered Repair. (2) If the Covered Repair was performed on or after March 18, 2022, the Settlement Class Member shall be entitled to receive 100% of their paid out-of-pocket expenses (parts and labor) for the Covered Repair, provided that the Settlement Class Member submits, in addition to the Claim Form and Proof of Repair Expense, either (i) proof that Recall 90S9 was performed on the vehicle prior to the Covered Repair, or (ii) a signed declaration attesting, under penalty of perjury, that Recall 90S9 was not performed prior to the Covered Repair because that Settlement Class Member was not notified of Recall 90S9 prior to the Covered Repair, and /Audi records do not show otherwise. Proof that Recall 90S9 was performed shall take the form of an original or legible copy of an invoice, receipt, or similar record confirming that Recall 90S9 was performed on the Settlement Class Vehicle, the date that it was performed, and the Audi dealership that performed it. (3) Subject to sub-sections (1) and (2) above, if the Covered Repair was performed by a service entity or facility that is not an authorized Audi dealer, the Settlement Class Member must also submit, together with the other proof and submission requirements agreements set forth in this Section II.A.Settlement Agreement, documentation the HII Defendants shall pay the Consideration into the Escrow Account by check or wire transfer within 30 days after Preliminary Approval or on February 1, 2022, whichever is later, provided that, at least 20 days prior to payment of this Consideration, the HII Defendants have received from the Escrow Agent written instructions specifying the payee, tax ID number, wire transfer instructions and/or physical address for delivery of the check with a contact person name and phone number and an executed W-9 form (such as a written estimate or invoiceif necessary). For avoidance of any doubt, or if documents are not available after a good-faith effort to obtain them, a Declaration signed under penalty of perjury, confirming that the Settlement Class Member first attempted to have the Covered Repair performed by an authorized Audi dealer, but the dealer declined or was unable to perform the repair free of charge. Reimbursement for a Covered Repair performed by a service entity or facility that is not an authorized Audi dealer HII Defendants shall not exceed a maximum reimbursement amount (parts and labor) be obligated to pay any portion of $1,450. B. Requirements for and Limitations on Entitlement the Consideration prior to Reimbursement Set Forth in Section II.(A)February 1, 2022. (1b) To qualify for reimbursement Other than the Consideration, Defendants shall owe no additional monies of past paid and unreimbursed out-of-pocket expenses for a Covered Repair any kind under Section II.(A) above, the Settlement Class Member must mail to the Claim Administrator, by first-class mail post-marked no later than seventy-five (75) days from the Notice Date, a fully completed and dated Claim Form, signed under penalty of perjury, together with the required Proof of Repair Expense defined in Section I.(M) of this Agreement, and, if applicable, the documentation or Declaration required in Sections II.A.(2) and/or II.A.(3) of this Agreement, demonstrating that the Claim for Reimbursement is valid and complies in all respects with the terms of this Settlement Agreement. For the avoidance of doubt, Defendant ▇▇▇▇▇▇▇▇ shall not be responsible for paying any portion of the Consideration. (2c) Any damage to or malfunction of the Gateway Control Module resulting from misuse, abuse, accident or crash, improper operation, lack of or improper maintenance, and/or damage from an external source, does not qualify for reimbursement, with the exception of unintentional spillage of liquid inside the vehicle which directly caused a failure of the Gateway Control Module. (3) If the claimant is not a person to whom the Claim Form was addressed, and/or the vehicle with respect to which a Claim is made is not the vehicle identified by VIN number on the mailed Claim Form, the Claim shall contain proof that the claimant is a Settlement Class Member, that the vehicle is a Settlement Class Vehicle and that the Settlement Class Member paid for the Covered Repair. (4) Any Claim for Reimbursement shall be reduced by the amount of any payment, concession or goodwill accommodation or discount(s) already received, from any other source (including VWGoA/Audi of America, Inc., an Audi dealer, an insurer, service contract provider, or extended warranty provider, or any other person or entity), for all or part of the amount of the Covered Repair that is the subject of the Claim for Reimbursement. The Claim Form shall contain a statement in which the Settlement Class Member must verify either that no such payment, concession or goodwill accommodation or discount(s) was received from another source, or if it was, the amount of the payment received and from whom/what source it was received. (5) non-appealable, except that a Settlement Class Member may seek attorney review of said denial by so requesting it from the Claim Administrator within fourteen (14) Within 180 days of the date Effective Date, the HII Defendants agree to the following business practice changes, to the extent not already implemented: a) Require agents and distributors of limited benefit indemnity and ancillary products to record and maintain all sales calls; b) Engage outside vendors to conduct secret shopper investigations for the purpose of detecting deceptive or fraudulent sales practices; c) Where the website of the letter HII Defendants or notice any of its distributors mentions limited benefit indemnity or ancillary products, require that a conspicuous disclaimer stating products are not major medical insurance and are not compliant with Affordable Care Act; d) Require the denial HII Defendants' compliance department to communicate directly with distributors about secret shopper reports and other compliance issues; e) Require the collection of that Claim. If attorney review is timely requested, Class Counsel and Defense Counsel shall confer and attempt to resolve any disputed denial by credit card information in the Claim Administrator verification stage or thereafter in good faithsales calls; and f) Develop a disciplinary process for agents who mislead customers regarding coverage.

Settlement Consideration. 1. In consideration for the full release and complete release discharge provided herein, Defendants shall pay the Settlement Amount into the Settlement Fund Account. 2. The Settlement Amount shall be paid as follows: a. Thirty (30) days after entry of all Released the Court's Preliminary Approval Order of the settlement, the entire settlement amount shall be deposited into the Settlement Fund Account. All funds held by the Settlement Fund Deposit Holder shall be deemed to be in the custody of the Court until such time as the funds shall be distributed to Class Members or otherwise disbursed pursuant to this Settlement Agreement and/or further order of the Court. b. The Class will be responsible for the costs as well as expenses associated with the settlement, administration, settlement approval, class action settlement and/or notice related expenditures, the Claims against all Released PartiesAdministrator, and the dismissal Court Appointed Disbursing Agent. 3. The Parties agree that, at such time as the Effective Date has occurred, the Claims Administrator may proceed to allocate and distribute the Class Settlement Fund to the members of the Action with prejudice, Defendant VWGoA agrees Payor Sub-Class according to provide the following consideration to the Settlement Class: A. Reimbursement for Past Unreimbursed Out-of-Pocket Expenses Paid for a Covered Repair Prior to the Notice Date. (1) If the Covered Repair was performed prior to March 18, 2022, the Settlement Class Member shall be entitled to 100% of their paid out-of-pocket expenses (parts and labor) for the Covered Repair. (2) If the Covered Repair was performed on or after March 18, 2022, the Settlement Class Member shall be entitled to receive 100% of their paid out-of-pocket expenses (parts and labor) for the Covered Repair, provided that the Settlement Class Member submits, in addition to the Claim Form and Proof of Repair Expense, either (i) proof that Recall 90S9 was performed on the vehicle prior to the Covered Repair, or (ii) a signed declaration attesting, under penalty of perjury, that Recall 90S9 was not performed prior to the Covered Repair because that Settlement Class Member was not notified of Recall 90S9 prior to the Covered Repair, and /Audi records do not show otherwise. Proof that Recall 90S9 was performed shall take the form of an original or legible copy of an invoice, receipt, or similar record confirming that Recall 90S9 was performed on the Settlement Class Vehicle, the date that it was performed, and the Audi dealership that performed it. (3) Subject to sub-sections (1) and (2) above, if the Covered Repair was performed by a service entity or facility that is not an authorized Audi dealer, the Settlement Class Member must also submit, together with the other proof and submission requirements set forth in this Section II.A., documentation (such as a written estimate or invoice), or if documents are not available after a good-faith effort to obtain them, a Declaration signed under penalty of perjury, confirming that the Settlement Class Member first attempted to have the Covered Repair performed by an authorized Audi dealer, but the dealer declined or was unable to perform the repair free of charge. Reimbursement for a Covered Repair performed by a service entity or facility that is not an authorized Audi dealer shall not exceed a maximum reimbursement amount (parts and labor) of $1,450. B. Requirements for and Limitations on Entitlement to Reimbursement Set Forth in Section II.(A). (1) To qualify for reimbursement of past paid and unreimbursed out-of-pocket expenses for a Covered Repair under Section II.(A) above, the Settlement Class Member must mail to the Claim Administrator, by first-class mail post-marked no later than seventy-five (75) days from the Notice Date, a fully completed and dated Claim Form, signed under penalty of perjury, together with the required Proof of Repair Expense defined in Section I.(M) of this Agreement, and, if applicable, the documentation or Declaration required in Sections II.A.(2) and/or II.A.(3) of this Agreement, demonstrating that the Claim for Reimbursement is valid and complies in all respects with the terms of this Settlement Agreement. (2) Any damage 4. The members of "Sub-Class 1" or "Attempt to or malfunction Recover Sub-Class" shall not be charged for the Medical Services provided by Defendants over the course of the Gateway Control Module resulting from misuse, abuse, accident or crash, improper operation, lack Class Period. Defendants agree that they will take no further action to collect amounts billed to members of or improper maintenance, and/or damage from an external source, does not qualify the Attempt To Recover Sub-Class for reimbursement, with medical services provided during the exception the Class Period. If a member of unintentional spillage of liquid inside the vehicle which directly Attempt To Recover Sub-Class believes that Defendants have caused a negative credit reference to be placed in such member’s file at a national credit reporting agency on account of such member’s failure to timely pay Defendants for amounts billed for medical services provided during the the Class Period, such member shall provide Defendants with a description of the Gateway Control Module. (3) If negative credit reference and the claimant name and address of the credit reporting agency in whose records the negative credit reference is not a person alleged to whom appear. Such information shall be provided within the Claim Form was addressed, and/or time limits set by the vehicle with respect to which a Claim is made is not the vehicle identified by VIN number on the mailed Claim Form, the Claim shall contain proof that the claimant is a Settlement Class Member, that the vehicle is a Settlement Class Vehicle and that the Settlement Class Member paid Court for the Covered Repair. (4) Any Claim for Reimbursement shall be reduced filing of claims by the amount of any payment, concession or goodwill accommodation or discount(s) already received, from any other source (including VWGoA/Audi of America, Inc., an Audi dealer, an insurer, service contract provider, or extended warranty provider, or any other person or entity), for all or part members of the amount Payor Sub-Class. Where such information is timely provided, Defendants shall use their bests efforts to cause such negative credit reference to be removed from such member’s credit report. Members of the Covered Repair that is Attempt To Recover Sub-Class will receive the subject benefits set forth above without the necessity of the Claim for Reimbursement. The Claim Form shall contain filing a statement in which the Settlement Class Member must verify either that no such payment, concession or goodwill accommodation or discount(s) was received from another source, or if it was, the amount of the payment received and from whom/what source it was received. (5) non-appealableformal claim, except that a member of the Attempt To Recover Sub-Class must timely provide the information set forth above if such member wishes to have a negative credit reference removed from his or her credit file. 5. In the event the Settlement Class Member may seek attorney review of said denial by so requesting it Agreement does not receive Final Approval from the Claim Administrator within fourteen (14) days Court, or does not become Final for some other reason, all of the date funds in the Settlement Fund Account not previously spent or otherwise depleted through invoices for services or expenses incurred in connection with the administration of the letter or notice of the denial of that Claim. If attorney review is timely requestedSettlement, Class Counsel and Defense Counsel shall confer and attempt be returned to resolve any disputed denial by the Claim Administrator in good faithDefendants including interest earned thereon.

Settlement Consideration. In consideration for the full and complete release of all Released Claims against all Released Parties, and the dismissal of the Action with prejudice, Defendant VWGoA agrees to provide the following consideration to the Settlement Class: A. Reimbursement for Past Unreimbursed Out-of-Pocket Expenses Paid for a Covered Repair of an Audi Q5, SQ5, Q5 Sportback or SQ5 Sportback Settlement Class Vehicle Prior to the Notice Date. (1) If the Covered Repair was performed prior to March 18, 2022, the Settlement Class Member shall be entitled to 100% of their paid out-of-pocket expenses (parts and labor) for the Covered Repair. (2) If the Covered Repair was performed on or after March 18, 2022, the Settlement Class Member shall be entitled to receive 100% of their paid out-of-pocket expenses (parts and labor) for the Covered Repair, provided that the Settlement Class Member submits, in addition to the Claim Form and Proof of Repair Expense, either (i) proof that Recall 90S9 was performed on the vehicle prior to the Covered Repair, or (ii) a signed declaration attesting, under penalty of perjury, that Recall 90S9 was not performed prior to the Covered Repair because that Settlement Class Member was not notified of Recall 90S9 prior to the Covered Repair, and /Audi records do not show otherwise. Proof that Recall 90S9 was performed shall take the form of an original or legible copy of an invoice, receipt, or similar record confirming that Recall 90S9 was performed on the Audi Q5, SQ5, Q5 Sportback or SQ5 Sportback Settlement Class Vehicle, the date that it was performed, and the Audi dealership that performed it. (3) Subject to sub-sections (1) and (2) above, if the Covered Repair was performed by a service entity or facility that is not an authorized Audi dealer, the Settlement Class Member must also submit, together with the other proof and submission requirements set forth in this Section II.A., documentation (such as a written estimate or invoice), or if documents are not available after a good-faith effort to obtain them, a Declaration signed under penalty of perjury, confirming that the Settlement Class Member first attempted to have the Covered Repair performed by an authorized Audi dealer, but the dealer declined or was unable to perform the repair free of charge. Reimbursement for a Covered Repair performed by a service entity or facility that is not an authorized Audi dealer shall not exceed a maximum reimbursement amount (parts and labor) of $1,450. B. Reimbursement for Past Unreimbursed Out-of-Pocket Expenses Paid for a Covered Repair of an Audi S6, S7, A6 allroad, RS 6 Avant, RS 7, A6 sedan or A7 Settlement Class Vehicle Prior to the Notice Date. C. Requirements for and Limitations on Entitlement to Reimbursement Set Forth in Section Sections II.(A) and (B). (1) To qualify for reimbursement of past paid and unreimbursed out-of-pocket expenses for a Covered Repair under Section Sections II.(A) and (B) above, the Settlement Class Member must mail to the Claim Administrator, by first-class mail post-marked no later than seventy-five (75) days from the Notice Date, a fully completed and dated Claim Form, signed under penalty of perjury, together with the required Proof of Repair Expense defined in Section I.(M) of this Agreement, and, if applicable, the documentation or Declaration required in Sections II.A.(2) and/or II.A.(3) of this Agreement, demonstrating that the Claim for Reimbursement is valid and complies in all respects with the terms of this Settlement Agreement. (2) Any damage to or malfunction of the Gateway Control Module resulting from misuse, abuse, accident or crash, improper operation, lack of or improper maintenance, and/or damage from an external source, does not qualify for reimbursement, with the exception of unintentional spillage of liquid inside the vehicle which directly caused a failure of the Gateway Control Module. (3) If the claimant is not a person to whom the Claim Form was addressed, and/or the vehicle with respect to which a Claim is made is not the vehicle identified by VIN number on the mailed Claim Form, the Claim shall contain proof that the claimant is a Settlement Class Member, that the vehicle is a Settlement Class Vehicle and that the Settlement Class Member paid for the Covered Repair. (4) Any Claim for Reimbursement shall be reduced by the amount of any payment, concession or goodwill accommodation or discount(s) already received, from any other source (including VWGoA/Audi of America, Inc., an Audi dealer, an insurer, service contract provider, or extended warranty provider, or any other person or entity), for all or part of the amount of the Covered Repair that is the subject of the Claim for Reimbursement. The Claim Form shall contain a statement in which the Settlement Class Member must verify either that no such payment, concession or goodwill accommodation or discount(s) was received from another source, or if it was, the amount of the payment received and from whom/what source it was received. (5) non-appealable, except that a Settlement Class Member may seek attorney review of said denial by so requesting it from the Claim Administrator within fourteen (14) days of the date of the letter or notice of the denial of that Claim. If attorney review is timely requested, Class Counsel and Defense Counsel shall confer and attempt to resolve any disputed denial by the Claim Administrator in good faith.five