Common use of Settlement Payment Clause in Contracts

Settlement Payment. (A) Deutsche Bank shall pay or cause to be paid the Settlement Amount into a mutually acceptable escrow account within fifteen (15) days of executing this Agreement. The terms of such account shall be negotiated by the Parties in good faith. All interest earned by any portion of the Settlement Amount paid into the Settlement Fund shall be added to and become part of the Settlement Fund. The settlement is non-recapture, i.e., it is not a “claims-made” settlement and, if this Settlement Agreement receives Final Approval, Deutsche Bank shall not be entitled to return of any of the consideration paid under any circumstances. Except in the event of termination pursuant to Section 21(A), Deutsche Bank shall not have a reversionary interest in the Settlement Fund. (B) The Escrow Agent shall only act in accordance with instructions mutually agreed upon by the Parties in writing, except as otherwise provided in this Agreement or by Order of the Court. (C) Deutsche Bank has denied any liability, fault, or wrongdoing of any kind in connection with the allegations in the Action, and as such neither the Settlement Agreement, nor any of its terms or provisions, nor any of the negotiations, term sheets, or proceedings connected with it, shall be construed as an admission or concession by Deutsche Bank of the truth of any of the allegations in the Action, or of any liability, fault, or wrongdoing of any kind. Other than payment of the Settlement Amount in accordance with the provisions of Section 3(A) above, neither Deutsche Bank nor any of the DB Released Parties shall have any liability, responsibility, or obligation to pay or reimburse any other amounts to any Person, including but not limited to Representative Plaintiffs, Interim Co-Lead Counsel, any member of the Settlement Class, or any Plaintiff Releasing Parties in connection with, relating to, or arising out of the Action, the Plaintiff Released Claims, or this Settlement Agreement. Deutsche Bank shall have no liability, obligation or responsibility whatsoever for making a payment into the Settlement Fund for any other Non-Settling Defendant. Deutsche Bank shall have no liability, obligation, or responsibility with respect to the investment, allocation, use, disbursement, administration, or oversight of the Settlement Fund.

Settlement Payment. (A) Deutsche Bank shall pay or cause to be paid the Settlement Amount into a mutually acceptable escrow account within fifteen (15) days of executing this Agreement. The terms of such account shall be negotiated by the Parties in good faith. All interest earned by any portion In consideration of the Settlement Amount paid into the Settlement Fund shall be added to terms and become part conditions set forth herein including discharge of the Settlement Fund. The settlement is non-recaptureMonies Owed, i.e.SDL hereby agrees to pay one hundred percent (100%) of all economic proceeds received, it is not a “claims-made” settlement andderived, if this Settlement Agreement receives Final Approval, Deutsche Bank shall not be entitled to return of any or arising from the sale of the consideration paid under Inventory or any circumstancespart thereof (the “Settlement Payment”) to NMG. Except in the event For purposes of termination pursuant to Section 21(A), Deutsche Bank shall not have a reversionary interest in the Settlement Fund. (B) The Escrow Agent shall only act in accordance with instructions mutually agreed upon by the Parties in writing, except as otherwise provided in this Agreement or by Order of the Court. (C) Deutsche Bank has denied any liability, fault, or wrongdoing of any kind in connection with the allegations in the Action, and as such neither the Settlement Agreement, nor “economic proceeds” shall mean all consideration received, whether cash or non-cash proceeds, from the sale of any or all items in the Inventory. The Settlement Payment shall be paid as follows and be subject to the following restrictions: i. Within two (2) business days of its terms SDL’s receipt of economic proceeds from the sale of any part of Inventory, SDL shall deliver to NMG such economic proceeds, until such time as the Inventory is exhausted. At the time of delivery of each Settlement Payment, SDL shall also deliver accounting documents showing each transaction involving any Inventory, including quantity and price of each sale. ii. SDL shall sell each item in Inventory at a price determined by NMG. (the “Stated Price”). SDL shall not discount or provisionsmodify the Stated Price, nor any except with express prior written permission from NMG. SDL shall only accept payment in good and immediately available funds for the sale of the negotiationsInventory, term sheetsand shall not accept any form of non-cash payment for the Inventory except with the express prior written permission of NMG. iii. On the first (1st) business day of each calendar month, or proceedings connected with itSDL shall provide to NMG an updated, shall be construed as an admission or concession by Deutsche Bank and then-current spreadsheet of the truth remaining quantity of any of the allegations each item in the Action, or of any liability, fault, or wrongdoing of any kindInventory. iv. Other than payment an arms-length transaction and sale of the Settlement Amount Inventory, SDL shall not in accordance any manner dispose of, transfer, bequeath, assign, encumber, or in any other manner divest itself of any item in Inventory, except with the provisions express prior written permission of Section 3(A) aboveNMG. In addition, neither Deutsche Bank nor any SDL shall not physically move the location of the DB Released Parties Inventory unless as part of a sale or with the express prior written permission of NMG. If that certain brand director agreement entered into between the parties dated November 30, 2019 (the “Brand Director Agreement”) should expire or be terminated for any reason by either party, it shall not adversely impact or affect NMG’s rights to the Settlement Payment and the Inventory; provided further that if the Brand Director Agreement is terminated by either party, NMG shall have any liability, responsibility, or obligation the right to pay or reimburse any other amounts direct SDL to any Person, including but not limited transport the remaining Inventory to Representative Plaintiffs, Interim Co-Lead Counsel, any member another licensed distributor of the Settlement Class, or any Plaintiff Releasing Parties in connection with, relating to, or arising out of the Action, the Plaintiff Released Claims, or this Settlement Agreement. Deutsche Bank shall have no liability, obligation or responsibility whatsoever for making a payment into the Settlement Fund for any other Non-Settling Defendant. Deutsche Bank shall have no liability, obligation, or responsibility with respect to the investment, allocation, use, disbursement, administration, or oversight of the Settlement FundNMG’s choice.

Settlement Payment. (A) Deutsche Bank 1. Subject to the conditions, representations and warranties set forth herein, Defendant shall pay or cause to be paid into the Settlement Amount into Escrow Account a mutually acceptable escrow account within fifteen total of $3,500,000 (15three million five hundred thousand dollars and no cents) days pursuant to the terms and schedule set forth herein in total and complete resolution of executing any liability owing under this Agreement. The terms of such account shall be negotiated by the Parties in good faith. All interest earned by any portion of the Settlement Amount paid into the Settlement Fund shall be added , whether individually or collectively to and become part of the Settlement Fund. The settlement is non-recapture, i.e., it is not a “claims-made” settlement and, if this Settlement Agreement receives Final Approval, Deutsche Bank shall not be entitled to return of any of the consideration paid under any circumstances. Except in the event of termination pursuant to Section 21(A), Deutsche Bank shall not have a reversionary interest in the Settlement Fund. (B) The Escrow Agent shall only act in accordance with instructions mutually agreed upon by the Parties in writing, except as otherwise provided in this Agreement or by Order of the Court. (C) Deutsche Bank has denied any liability, fault, or wrongdoing of any kind in connection with the allegations in the Action, and as such neither the Settlement Agreement, nor any of its terms or provisions, nor any of the negotiations, term sheets, or proceedings connected with it, shall be construed as an admission or concession by Deutsche Bank of the truth of any of the allegations in the Action, or of any liability, fault, or wrongdoing of any kind. Other than payment of the Settlement Amount in accordance with the provisions of Section 3(A) above, neither Deutsche Bank nor any of the DB Released Parties shall have any liability, responsibility, or obligation to pay or reimburse any other amounts to any Person, including but not limited to Representative Plaintiffs, Interim Co-Lead Counsel, any member of the Settlement Class, Settlement Class Members, Class Counsel or any Plaintiff other person or entity in respect to this Agreement and any matters released by this Agreement (“Settlement Payment” or “Settlement Fund”). No later than thirty (30) days after entry of the Preliminary Approval Order, Defendant shall pay or cause to be paid into the Escrow Account $250,000 (two hundred fifty thousand dollars and no cents) (the “Initial Administration Payment”). Defendant shall pay or cause to be paid into the Escrow Account the remainder of the Settlement Payment,$3,250,000 (three million two hundred fifty thousand dollars and no cents) (“Remaining Fund Payment”), within thirty (30) days after the Effective Date. In the event the Effective Date does not occur for any reason, Defendant shall be under no obligation to make the Remaining Fund Payment. 2. The Settlement Payment shall be made by wire transfer to the Escrow Account based on instructions from the Settlement Administrator. 3. Under no circumstances, whether for compensation to Settlement Class Members, attorneys’ fees, expenses, costs of administration or notice of the Settlement, or otherwise, will Defendant or any of the Released Parties owe any obligation to any of the Releasing Parties or any of their counsel, including Class Counsel, or any other person or entity beyond the Settlement Payment of $3,500,000 in respect to this Agreement, the Action or any matter released by this Agreement. No Settlement Class Member shall receive any payment from the Settlement Payment prior to the Effective Date. 4. Plaintiffs and Class Counsel are responsible for submitting to the Court and obtaining approval for an allocation of the Settlement Payment among compensation to Settlement Class Members, compensation to Plaintiffs, payment to Class Counsel for attorneys’ fees, costs and expenses and the cost of notice and administration of the Settlement. Class Counsel assumes all responsibility of any kind regarding any such allocation, including without limitation all responsibility in connection with any disputes of any kind arising out of such allocation. Defendant and the Released Parties will not be involved in, or responsible for, or face liability in connection with, relating to, or arising out of the Action, the Plaintiff Released Claims, or this Settlement Agreementany such allocation. 5. Deutsche Bank shall have no liability, obligation or responsibility whatsoever for making a payment into the Settlement Fund for any other Non-Settling Defendant. Deutsche Bank shall have no liability, obligation, or responsibility with respect to the investment, allocation, use, disbursement, administration, or oversight The Court’s determination regarding how much of the Settlement Fund.Payment shall be allocated to each of (i) compensation to Settlement Class Members; (ii) compensation to Plaintiffs;

Settlement Payment. (A) Deutsche Bank shall pay or cause a. MCC shall, during the term and subject to be paid the Settlement Amount into a mutually acceptable escrow account within fifteen (15) days terms and conditions of executing this Agreement. The terms of , pay to the MERCHANT at such account shall be negotiated time/s determined by the Parties in good faith. All interest earned by any portion of the Settlement Amount paid into the Settlement Fund shall be added MCC from time to and become part of the Settlement Fund. The settlement is non-recapture, i.e., it is not a “claims-made” settlement and, if this Settlement Agreement receives Final Approval, Deutsche Bank shall not be entitled to return of any of the consideration paid under any circumstances. Except in the event of termination pursuant to Section 21(A), Deutsche Bank shall not have a reversionary interest in the Settlement Fund. (B) The Escrow Agent shall only act in accordance with instructions mutually agreed upon by the Parties in writing, except as otherwise provided in this Agreement or by Order of the Court. (C) Deutsche Bank has denied any liability, fault, or wrongdoing of any kind in connection with the allegations in the Action, and as such neither the Settlement Agreement, nor any of its terms or provisions, nor any of the negotiations, term sheets, or proceedings connected with it, shall be construed as an admission or concession by Deutsche Bank of the truth of any of the allegations in the Action, or of any liability, fault, or wrongdoing of any kind. Other than payment of the Settlement Amount time in accordance with the provisions of Section 3(A) aboveprevailing practice at the relevant time, neither Deutsche Bank nor any the total amount of the DB Released Parties Credit Card transactions effected with the MERCHANT which have been so submitted less: (i) the aggregate Discount Rate on all such Credit Card transactions; (ii) the government taxes; (iii) the aggregate refunds or rebates granted to credit cardholders, if applicable; and (iv) all other amounts payable or due to MCC under this Agreement or otherwise. b. As applicable, all payments made to the MERCHANT shall have any liabilitybe made available to the MERCHANT by check, responsibilitydrawn in favor of the MERCHANT, or obligation credited to pay the MERCHANT’s account with any branch of the Metropolitan Bank & Trust Company (“MBTC”) or reimburse with other banks, subject to MCC’s right at its discretion at any time to change the mode of such payment to the MERCHANT. For crediting to the MERCHANT’s account with other amounts banks, the relevant transfer fees and other related charges shall be borne by the MERCHANT. c. All approval codes given to the MERCHANT does not guarantee outright payment. There may be instance/s of fraud and/or disputes that may preclude such payment. If the MERCHANT does not raise any objection to the amount of payment by MCC within thirty (30) days after the date MCC issues the check or credits the MERCHANT’s account, the MERCHANT shall be deemed to have accepted such amount as correct; Provided that nothing in this Section shall preclude MCC from correcting any error or discrepancy in such amount paid. d. Subject to the submission of proof to the contrary, any payment by MCC under this Agreement, whether or not the MERCHANT has complied with all its obligations under this Agreement, shall be made without prejudice to any Personclaims, including but rights or remedies that MCC may have against the MERCHANT, and shall not limited to Representative Plaintiffs, Interim Co-Lead Counsel, constitute any member admission or acknowledgment by MCC that the MERCHANT has duly performed its obligations under this Agreement or of the Settlement Class, or any Plaintiff Releasing Parties in connection with, relating to, or arising out correctness of the Action, the Plaintiff Released Claims, or this Settlement Agreement. Deutsche Bank shall have no liability, obligation or responsibility whatsoever for making a payment into the Settlement Fund for any other Non-Settling Defendant. Deutsche Bank shall have no liability, obligation, or responsibility with respect to the investment, allocation, use, disbursement, administration, or oversight of the Settlement Fundamount so paid.

Settlement Payment. (A) Deutsche Bank In exchange for the full consideration described in this Settlement Agreement, Mar-Jac shall pay or cause the Settlement Amount in United States dollars, and in immediately available funds. The Parties agree that the Settlement Amount is the only amount to be paid the Settlement Amount into a mutually acceptable escrow account within fifteen (15) days of executing this Agreement. The terms of such account by Mar-Jac and shall be negotiated by the Parties in good faith. All interest earned by any portion inclusive of the Settlement Class recovery amounts, any service awards to Plaintiffs for the work Plaintiffs performed on behalf of the Settlement Class (“Service Awards”) as awarded by the Court, fees (including attorneys’ fees and any other fees), and costs (including costs related to Class Notice and settlement administration). a. The Settlement Amount shall be paid by Mar-Jac into the Escrow Account for the Settlement Fund shall be added established in Section II(E)(1) by wire transfer, pursuant to and become part instructions from the Escrow Agent or Co-Lead Counsel, within thirty (30) calendar days of the Date of Preliminary Approval. b. Each Class Member and each Releasing Party shall look solely to the Net Settlement Fund. The Fund for full and complete settlement is nonand satisfaction by Mar-recaptureJac and the Released Parties, i.e.as provided herein, it is not a “claims-made” settlement and, if this Settlement Agreement receives Final Approval, Deutsche Bank of all Released Claims and shall not be entitled to return of any other payment or relief from the Released Parties. c. Except as provided by order of the consideration paid under Court, no member of the Settlement Class shall have any circumstances. Except in the event of termination pursuant to Section 21(A), Deutsche Bank shall not have a reversionary interest in the Settlement Fund. (B) The Escrow Agent shall only act in accordance with instructions mutually agreed upon by the Parties in writingFund or any portion thereof. CIIPPs, except as otherwise provided in this Agreement or by Order of the Court. (C) Deutsche Bank has denied any liability, fault, or wrongdoing of any kind in connection with the allegations in the Action, and as such neither the Settlement Agreement, nor any of its terms or provisions, nor any of the negotiations, term sheets, or proceedings connected with it, shall be construed as an admission or concession by Deutsche Bank of the truth of any of the allegations in the Action, or of any liability, fault, or wrongdoing of any kind. Other than payment of the Settlement Amount in accordance with the provisions of Section 3(A) above, neither Deutsche Bank nor any of the DB Released Parties shall have any liability, responsibility, or obligation to pay or reimburse any other amounts to any Person, including but not limited to Representative Plaintiffs, Interim Co-Lead Counsel, any member members of the Settlement Class, or any Plaintiff Releasing Parties in connection with, relating to, or arising and their counsel will be reimbursed solely out of the Action, the Plaintiff Released Claims, or this Settlement Agreement. Deutsche Bank shall have no liability, obligation or responsibility whatsoever for making a payment into the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and expenses, Service Awards, and the costs of notice of the Settlement Agreement to potential members of the Settlement Class. Mar-Jac and the other Released Parties shall not be liable for any other Non-Settling Defendant. Deutsche Bank shall have no liabilitycosts, obligationfees, or responsibility with respect to the investmentexpenses of any of CIIPPs’ and Co-Lead Counsel’s attorneys, allocationexperts, use, disbursement, administrationadvisors, or oversight representatives, but all such costs and expenses as approved by the Court shall be paid out of the Settlement Fund.