Common use of Settlement Consideration Clause in Contracts

Settlement Consideration. 62. In exchange for the mutual promises and covenants in this Agreement, including, without limitation, the Releases as set forth in Section XII hereof and the dismissal of the Action upon Final Approval, Defendant 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 the 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 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 Court to Plaintiffs. For avoidance of doubt, Defendant shall not be required to pay any additional monetary sums in settlement of the Action, nor shall it be required to bear any other fees, costs, charges, or expenses in connection with the Settlement (exclusive of the costs of CAFA notice and implementation of account credits as provided in Section X of this Agreement). Defendant also shall not be required to take any action or refrain from taking any action as a result of this Settlement except to fulfill its obligations to implement the terms of this Agreement as specifically provided herein. 63. In addition to the Settlement Payment Amount described in the preceding paragraph, and subject to the occurrence of the Effective Date, Defendant 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, NSF Fees, and overdrafts Defendant paid but for which Defendant was not reimbursed. 64. Defendant has discontinued assessing Overdraft Fees for debit card transactions that were authorized at a time when the account's Available Balance was positive. Defendant agrees to work with Plaintiffs' counsel in good faith to estimate the annual fee impact of this practice change for business checking accounts. 65. Defendant intends to discontinue charging NSF Fees (overdraft-return fees) for business checking accounts. Defendant agrees to work with Plaintiffs’ counsel in good faith to estimate the annual fee impact of this practice change for business checking accounts.

Settlement Consideration. 62. In exchange consideration for the mutual promises full and covenants in this Agreementcomplete release of all Released Claims against all Released Parties, including, without limitation, the Releases as set forth in Section XII hereof and the dismissal of the Action upon Final Approvalwith prejudice, Defendant shall, without admission of liability, pay VWGoA agrees to provide the total amount of Ten Million Five Hundred Thousand Dollars ($10,500,000.00) as the monetary component of following consideration to the Settlement as 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 Sections IX 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 X hereof and subject 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 termination provisions Notice Date. C. Requirements for and Limitations on Entitlement to Reimbursement Set Forth in Section XIV. This Sections II.(A) and (B). (1) To qualify for reimbursement of past paid and unreimbursed out-of-pocket expenses for a Covered Repair under Sections II.(A) and (B) above, the Settlement Payment Amount includes all monetary disbursements incurred in connection with the Settlement, including but not limited to (a) all monetary payments Class Member must mail to the Settlement Classes; (b) all Administrative Costs; (c) all attorneys’ feesClaim Administrator, costs, and expenses awarded by the Court to Class Counsel; and (d) all Service Awards awarded by the Court to Plaintiffs. For avoidance of doubt, Defendant shall not be required to pay any additional monetary sums in settlement of the Action, nor shall it be required to bear any other fees, costs, charges, or expenses in connection with the Settlement (exclusive of the costs of CAFA notice and implementation of account credits as provided in Section X of this Agreement). Defendant also shall not be required to take any action or refrain from taking any action as a result of this Settlement except to fulfill its obligations to implement the terms of this Agreement as specifically provided herein. 63. In addition to the Settlement Payment Amount described in the preceding paragraph, and subject to the occurrence of the Effective Date, Defendant 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, NSF Fees, and overdrafts Defendant paid but for which Defendant was not reimbursed. 64. Defendant has discontinued assessing Overdraft Fees for debit card transactions that were authorized at a time when the account's Available Balance was positive. Defendant agrees to work with Plaintiffs' counsel in good faith to estimate the annual fee impact of this practice change for business checking accounts. 65. Defendant intends to discontinue charging NSF Fees (overdraftfirst-return fees) for business checking accounts. Defendant agrees to work with Plaintiffs’ counsel in good faith to estimate the annual fee impact of this practice change for business checking accounts.class mail post-marked no later than seventy-five

Settlement Consideration. 62. In exchange for the mutual promises and covenants in this Agreement, including, without limitation, the Releases as set forth in Section XII hereof and the dismissal of the Action upon Final Approval, Defendant 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 4.1 Under no circumstances shall Defendants’ liability to the 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 make payments to the Settlement ClassesClass Members, including the Named Plaintiffs’ Enhancement Awards, exceed the Maximum Claimant Settlement Amount of $14,000,000. 4.2 In consideration of the Settlement including the Release given herein, each Claimant shall be entitled to 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 all Claims submitted by the Claimants and the Named Plaintiffs’ Enhancement Awards paid to the Named Plaintiffs exceeds the Maximum Claimant Settlement Amount, each Claimant’s Calculated Payment shall be reduced and the Claimant 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; (b) all Administrative Costs; (c) all attorneys’ feeshowever, costsClaimants 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 expenses awarded by the Court to Class Counsel; and (d) all Service Awards awarded by the Court to Plaintiffs. For avoidance of doubt, Defendant shall not Electricity Maine will only be required to pay Valid Claims. 4.4 This Agreement does not create any additional monetary sums in 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 ActionClaimant’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, nor including direct deposit and various digital payment methods. Each Claimant opting to receive their Calculated Payment electronically shall it be select one of the identified payment options and provide the information required to bear make the payment (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 extent the Claims Administrator is unable to process an electronic payment to a Claimant who selected an electronic form of payment, the Settlement Administrator shall issue a check sent via U.S. Mail. 4.7 All settlement payments issued to the Claimants will only be valid and negotiable for, and must be presented for payment or deposit within, a period of one hundred eighty (180) days. Upon the expiration of such period, any other feespayment not presented, costsdeposited, chargescashed, or expenses in connection with otherwise negotiated shall expire and be void. The voiding of any payment by such passage of time shall not invalidate the Settlement (exclusive of the costs of CAFA notice and implementation of account credits as provided Release given in Section X of this Agreement). Defendant also shall not be required to take any action or refrain from taking any action as a result of this Settlement except to fulfill its obligations to implement the terms of this Agreement as specifically provided herein. 63. In addition 4.8 Electricity Maine shall waive payments of amounts owed to the Settlement Payment Amount described in the preceding paragraph, and subject to the occurrence of the Effective Date, Defendant shall provide Five Million Dollars ($5,000,000.00) in the form of reductions to the outstanding balances of Participating it by Settlement Class Members whose Accounts were closed with amounts owed to Defendant. This Overdraft Forgiveness Amount shall serve to reduce for electricity purchased during the amounts that Participating Settlement Class Members owe to Defendant for Overdraft Fees, NSF Fees, and overdrafts Defendant paid but for which Defendant was not reimbursed. 64. Defendant has discontinued assessing Overdraft Fees for debit card transactions Period that were authorized at a time when the account's Available Balance was positive. Defendant agrees to work with Plaintiffs' counsel in good faith to estimate the annual fee impact more than one hundred twenty (120) days overdue as of this practice change for business checking accountsNovember 30, 2019. 65. Defendant intends to discontinue charging NSF Fees (overdraft-return fees) for business checking accounts. Defendant agrees to work with Plaintiffs’ counsel in good faith to estimate the annual fee impact of this practice change for business checking accounts.

Settlement Consideration. 62. (a) In exchange for consideration of the mutual promises releases, covenants, and covenants in this Agreement, including, without limitation, the Releases as other agreements set forth in Section XII hereof and this Settlement Agreement, the dismissal 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 Action upon Final Approvalcheck with a contact person name and phone number and an executed W-9 form (if necessary). For avoidance of any doubt, Defendant shall, without admission of liability, the HII Defendants shall not be obligated to pay the total amount of Ten Million Five Hundred Thousand Dollars ($10,500,000.00) as the monetary component any portion of the Settlement as set forth in Sections IX and X hereof and subject Consideration prior to the termination provisions in Section XIV. This Settlement Payment Amount includes all monetary disbursements incurred in connection with the SettlementFebruary 1, including but not limited to (a) all monetary payments to the Settlement Classes; 2022. (b) all Administrative Costs; (c) all attorneys’ feesOther than the Consideration, costs, and expenses awarded by the Court to Class Counsel; and (d) all Service Awards awarded by the Court to PlaintiffsDefendants shall owe no additional monies of any kind under this Settlement Agreement. For the avoidance of doubt, Defendant ▇▇▇▇▇▇▇▇ shall not be required to pay responsible for paying any additional monetary sums in settlement portion of the Action, nor shall it be required to bear any other fees, costs, charges, or expenses in connection with the Settlement (exclusive of the costs of CAFA notice and implementation of account credits as provided in Section X of this Agreement). Defendant also shall not be required to take any action or refrain from taking any action as a result of this Settlement except to fulfill its obligations to implement the terms of this Agreement as specifically provided hereinConsideration. 63. In addition to the Settlement Payment Amount described in the preceding paragraph, and subject to the occurrence (c) Within 180 days of the Effective Date, Defendant shall provide Five Million Dollars ($5,000,000.00the 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 HII Defendants or 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 HII Defendants' compliance department to communicate directly with distributors about secret shopper reports and other compliance issues; e) Require the collection of credit card information 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 verification stage or thereafter in sales calls; and f) Develop a disciplinary process for Overdraft Fees, NSF Fees, and overdrafts Defendant paid but for which Defendant was not reimbursedagents who mislead customers regarding coverage. 64. Defendant has discontinued assessing Overdraft Fees for debit card transactions that were authorized at a time when the account's Available Balance was positive. Defendant agrees to work with Plaintiffs' counsel in good faith to estimate the annual fee impact of this practice change for business checking accounts. 65. Defendant intends to discontinue charging NSF Fees (overdraft-return fees) for business checking accounts. Defendant agrees to work with Plaintiffs’ counsel in good faith to estimate the annual fee impact of this practice change for business checking accounts.

Settlement Consideration. 621. In exchange consideration for the mutual promises release and covenants in this Agreementdischarge provided herein, including, without limitationDefendants 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 the Court's Preliminary Approval Order of the settlement, the Releases 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 Administrator, and the 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 Payor Sub-Class according to the terms of this Settlement Agreement. 4. The members of "Sub-Class 1" or "Attempt to Recover Sub-Class" shall not be charged for the Medical Services provided by Defendants over the course of the Class Period. Defendants agree that they will take no further action to collect amounts billed to members of the Attempt To Recover Sub-Class for medical services provided during the the Class Period. If a member of the 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 negative credit reference and the name and address of the credit reporting agency in whose records the negative credit reference is alleged to appear. Such information shall be provided within the time limits set by the Court for the filing of claims by members of the 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 Attempt To Recover Sub-Class will receive the benefits set forth in Section XII hereof and above without the dismissal necessity of filing a formal claim, except that a member of the Action upon 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 Agreement does not receive Final ApprovalApproval from the Court, Defendant shallor does not become Final for some other reason, without admission of liability, pay the total amount of Ten Million Five Hundred Thousand Dollars ($10,500,000.00) as the monetary component all of the funds in the Settlement as set forth in Sections IX and X hereof and subject to the termination provisions in Section XIV. This Settlement Payment Amount includes all monetary disbursements Fund Account not previously spent or otherwise depleted through invoices for services or expenses incurred in connection with the administration of the Settlement, shall be returned to Defendants including but not limited to (a) all monetary payments to the Settlement 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 Court to Plaintiffs. For avoidance of doubt, Defendant shall not be required to pay any additional monetary sums in settlement of the Action, nor shall it be required to bear any other fees, costs, charges, or expenses in connection with the Settlement (exclusive of the costs of CAFA notice and implementation of account credits as provided in Section X of this Agreement). Defendant also shall not be required to take any action or refrain from taking any action as a result of this Settlement except to fulfill its obligations to implement the terms of this Agreement as specifically provided hereininterest earned thereon. 63. In addition to the Settlement Payment Amount described in the preceding paragraph, and subject to the occurrence of the Effective Date, Defendant 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, NSF Fees, and overdrafts Defendant paid but for which Defendant was not reimbursed. 64. Defendant has discontinued assessing Overdraft Fees for debit card transactions that were authorized at a time when the account's Available Balance was positive. Defendant agrees to work with Plaintiffs' counsel in good faith to estimate the annual fee impact of this practice change for business checking accounts. 65. Defendant intends to discontinue charging NSF Fees (overdraft-return fees) for business checking accounts. Defendant agrees to work with Plaintiffs’ counsel in good faith to estimate the annual fee impact of this practice change for business checking accounts.

Settlement Consideration. 6215. In exchange for the mutual promises All Settlement Class Members who are Authorized Claimants and covenants in this Agreement, including, without limitation, the Releases as set forth in Section XII hereof and the dismissal of the Action upon Final Approval, Defendant 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 who prior to the termination provisions in Section XIV. This Settlement Payment Amount includes all monetary disbursements incurred in connection with Preliminary Approval Date experienced one failure of a Copper Coil while the Settlement, including but not limited to (a) all monetary payments to the Settlement Classes; (b) all Administrative Costs; (c) all attorneys’ fees, costs, and expenses awarded Copper Coil was covered by the Court to Class Counsel; original limited five year warranty or extended ten year warranty and (d) all Service Awards awarded by the Court to Plaintiffs. For avoidance of doubt, Defendant shall not be required to pay incurred any additional monetary sums in settlement of the Action, nor shall it be required to bear any other fees, costs, charges, or out-of-pocket expenses in connection with the Settlement (exclusive of the costs of CAFA notice and implementation of account credits as provided in Section X of this Agreement). Defendant also shall not be required to take any action or refrain from taking any action as a result of this that failure, will receive a $75 Service Rebate Certificate valid for 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 except 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 fulfill its obligations 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 implement the terms Authorized Claimant by check within thirty (30) days after submission of this Agreement as specifically provided hereinsuch proof. 6316. In addition to the Settlement Payment Amount described in the preceding paragraph, and subject to the occurrence of the Effective Date, Defendant shall provide Five Million Dollars ($5,000,000.00) in the form of reductions to the outstanding balances of Participating All Settlement Class Members whose Accounts were closed who are Authorized Claimants and who prior to the 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, and paid for labor, refrigerant, or parts associated with amounts owed the replacement of their Copper Coils, will receive a check as reimbursement for their out-of-pocket expenses of up to Defendant$550.00 for each replacement (but no more than $1,100.00 for all replacements). This Overdraft Forgiveness Amount shall serve Authorized Claimants must provide the Settlement 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 reduce 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 that Participating they paid out-of-pocket for labor, refrigerant, or parts to replace those Copper Coils, and may do so by submitting an invoice(s), receipt(s), cancelled check(s), or other competent evidence. 17. All Settlement Class Members owe who are Authorized Claimants and who after the 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 Defendant help defray the cost of the installation of the Aluminum Replacement Coil or to be used as payment for Overdraft Feesmaintenance on their HVAC system performed 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, NSF Feesfor 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 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 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 overdrafts Defendant 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 which Defendant was not reimbursedall 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 for labor, refrigerant, or parts to replace those Copper Coils, and may do so by submitting an invoice(s), receipt(s), cancelled check(s), or other competent evidence. 6419. Defendant has discontinued assessing Overdraft Fees for debit card transactions that were authorized at a time when the account's Available Balance was positive. Defendant agrees Under no circumstances shall JCI be required to work with Plaintiffs' counsel provide any relief or bear any costs or expenses other than as expressly set forth in good faith to estimate the annual fee impact of this practice change for business checking accountsSettlement Agreement. 65. Defendant intends to discontinue charging NSF Fees (overdraft-return fees) for business checking accounts. Defendant agrees to work with Plaintiffs’ counsel in good faith to estimate the annual fee impact of this practice change for business checking accounts.

Settlement Consideration. 62. In exchange consideration for the mutual promises full and covenants in this Agreementcomplete release of all Released Claims against all Released Parties, including, without limitation, the Releases as set forth in Section XII hereof and the dismissal of the Action upon Final Approvalwith prejudice, Defendant shall, without admission of liability, pay VWGoA agrees to provide the total amount of Ten Million Five Hundred Thousand Dollars ($10,500,000.00) as the monetary component of following consideration to the Settlement as 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 Sections IX 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 X hereof labor) of $1,450. B. Requirements for and subject 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 termination provisions 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 XIV. This Settlement Payment Amount includes all monetary disbursements incurred in connection with the Settlement, including but not limited to (aI.(M) all monetary payments to the Settlement 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 Court to Plaintiffs. For avoidance of doubt, Defendant shall not be required to pay any additional monetary sums in settlement of the Action, nor shall it be required to bear any other fees, costs, charges, or expenses in connection with the Settlement (exclusive of the costs of CAFA notice and implementation of account credits as provided in Section X of this Agreement). Defendant also shall not be , and, if applicable, the documentation or Declaration required to take any action or refrain from taking any action as a result in Sections II.A.(2) and/or II.A.(3) of this Settlement except to fulfill its obligations to implement Agreement, demonstrating that the Claim for Reimbursement is valid and complies in all respects with the terms of this Agreement as specifically provided hereinSettlement Agreement. 63. In addition (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 Payment Amount described in Class Member paid for the preceding paragraphCovered Repair. (4) Any Claim for Reimbursement shall be reduced by the amount of any payment, and subject to the occurrence 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 Effective Date, Defendant amount of the Covered Repair that is the subject of the Claim for Reimbursement. The Claim Form shall provide Five Million Dollars ($5,000,000.00) contain a statement in which 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 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 amounts amount of the payment received and from whom/what source it was received. (5) non-appealable, except that Participating a Settlement Class Members owe 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 Defendant for Overdraft Fees, NSF Fees, and overdrafts Defendant paid but for which Defendant was not reimbursed. 64. Defendant has discontinued assessing Overdraft Fees for debit card transactions that were authorized at a time when resolve any disputed denial by the account's Available Balance was positive. Defendant agrees to work with Plaintiffs' counsel Claim Administrator in good faith to estimate the annual fee impact of this practice change for business checking accountsfaith. 65. Defendant intends to discontinue charging NSF Fees (overdraft-return fees) for business checking accounts. Defendant agrees to work with Plaintiffs’ counsel in good faith to estimate the annual fee impact of this practice change for business checking accounts.

Settlement Consideration. 6261. In exchange for the mutual promises and covenants in this Agreement, including, without limitation, the Releases as set forth in Section XII hereof and the dismissal of the Action upon Final Approval, Defendant shall, without admission of liability, pay the total amount of Ten Twenty-One Million Nine Hundred Seventy-Five Hundred Thousand Dollars ($10,500,000.0021,975,000.00) as the monetary component of the Settlement as set forth in Sections IX and X hereof and subject to the 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 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 Court to be paid to Plaintiffs. For avoidance of doubt, Defendant shall not be required to pay any additional monetary sums in settlement of the Action, nor shall it be required to bear any other fees, costs, charges, or expenses in connection with the Settlement (exclusive of the costs of CAFA notice and implementation of account credits as provided in Section X of this Agreement). Defendant also shall not be required to take any action or refrain from taking any action as a result of this Settlement except to fulfill its obligations to implement the terms of this Agreement as specifically provided herein. 6362. In addition to the Settlement Payment Amount described in the preceding paragraph, and subject to the occurrence of the Effective Date, Defendant shall provide Five Ten Million Two-Hundred Fifty Thousand Dollars ($5,000,000.0010,250,000.00) in the form of reductions to the outstanding balances of Participating Settlement Class Members whose Accounts 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, NSF Fees, Fees and overdrafts Defendant paid but for which Defendant was not reimbursed. 6463. Defendant has discontinued assessing Overdraft Fees for debit card transactions that were authorized at a time when the account's Available Balance was positive. Defendant agrees to work with Plaintiffs' counsel in good faith to estimate the annual fee impact of this practice change for business personal checking accounts. 65. Defendant intends to discontinue charging NSF Fees (overdraft-return fees) for business checking accounts. Defendant agrees to work with Plaintiffs’ counsel in good faith to estimate the annual fee impact of this practice change for business checking accounts.