Common use of The Escrow Agent Clause in Contracts

The Escrow Agent. 2.3 The Escrow Agent shall invest the Settlement Amount deposited pursuant to ¶2.1 hereof in United States Agency or Treasury Securities or other instruments backed by the Full Faith & Credit of the United States Government or an Agency thereof, or fully insured by the United States Government or an Agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All risks related to the investment of the Settlement Fund shall be borne by the Settlement Fund. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the investment decisions or the actions of the Escrow Agent, or any transactions executed by the Escrow Agent. 2.4 The Escrow Agent shall not disburse the Settlement Fund except as provided in the Stipulation, by an order of the Court. 2.5 Subject to further order(s) and/or directions as may be made by the Court, the Escrow Agent is authorized to execute such transactions as are consistent with the terms of the Stipulation. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. 2.6 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court. 2.7 It shall be Lead Counsel’s responsibility to disseminate the Notice, Proof of Claim, and Summary Notice to the Class in accordance with this Stipulation and as ordered by the Court. The Released Persons shall not bear any cost or have any responsibility for class notice, administration, or the allocation of the Net Settlement Fund among Authorized Claimants. Class Members shall have no recourse as to the Released Persons with respect to any claims they may have that arise from any failure of the notice process.

The Escrow Agent. 2.3 3.3 The Escrow Agent shall invest the Settlement Amount deposited pursuant to ¶2.1 ¶3.1 hereof in United States Agency or Treasury Securities or other instruments backed by the Full Faith & Credit full faith and credit of the United States Government or an Agency thereof, or fully insured by the United States Government or an Agency agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All costs and risks related to the investment of the Settlement Fund in accordance with the guidelines set forth in this paragraph shall be borne by the Settlement Fund. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the investment decisions or the actions of the Escrow Agent, or any transactions executed by the Escrow Agent. 2.4 3.4 The Escrow Agent shall not disburse the Settlement Fund except (a) as provided in the Stipulation, (b) by an order of the Court, or (c) with the written agreement of counsel for the Settling Parties. 2.5 3.5 Subject to further order(s) and/or directions as may be made by the Court, or as provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are consistent with the terms of the Stipulation. The Other than the obligation to pay or cause to be paid the Settlement Amount into the Escrow Account set forth in ¶3.1 herein, the Released Persons Parties shall have no responsibility for, interest in, or liability whatsoever with respect to to: (i) any act, omission, or determination by Lead Counsel or the actions of the Escrow AgentClaims Administrator, or any transaction executed by of their respective designees, in connection with the administration of the Settlement or otherwise; (ii) the management, investment, or distribution of the Settlement Fund; (iii) the Plan of Allocation; (iv) the determination, administration, calculation, or payment of any Claims asserted against the Settlement Fund; (v) any loss suffered by, or fluctuation in value of, the Settlement Fund; or (vi) the payment or withholding of any taxes, expenses, and/or costs incurred in connection with the taxation of the Settlement Fund, distributions or other payments from the Escrow AgentAccount, or the filing of any federal, state, or local returns. Other than the obligation to cause the payment of the Settlement Amount pursuant to ¶3.1, Defendants shall have no obligation to make any other payments into the Escrow Account or to any Class Member pursuant to the Stipulation. 2.6 3.6 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court. 2.7 It 3.7 Prior to the Effective Date, the Escrow Agent, without further approval of Defendants or the Court, may pay from the Settlement Fund up to $500,000.00 in Notice and Administration Costs (defined below) associated with the administration of the Settlement, including, without limitation: the cost of identifying and locating members of the Class, mailing the Notice of Pendency and Proposed Settlement of Class Action (the “Notice”) and Proof of Claim (“Proof of Claim” or “Claim Form”) and publishing a summary notice. Notice and Administration Costs shall be Lead Counsel’s responsibility to disseminate include, without limitation, the actual costs of publication, printing and mailing the Notice, Proof and reimbursement to nominee owners for forwarding notice to their beneficial owners, soliciting Class claims, assisting with the filing of Claimclaims, administering and Summary Notice to the Class in accordance with this Stipulation and as ordered by the Court. The Released Persons shall not bear any cost or have any responsibility for class notice, administration, or the allocation of distributing the Net Settlement Fund among to Authorized Claimants, processing Claim Forms, and paying escrow fees and costs, if any, and the administrative expenses incurred and fees charged by the Claims Administrator in connection with providing notice and processing the submitted claims (“Notice and Administration Costs”). Class Members shall have no recourse as Prior to the Released Persons with respect Effective Date, payment of any Notice and Administration Costs exceeding $500,000.00 shall require an agreement from the Defendants, through Defendants’ counsel, which agreement shall not be unreasonably refused. Subsequent to any claims they the Effective Date, without further approval by Defendants or the Court, the Settlement Fund may have that arise from any failure be used by Lead Counsel to pay reasonable and necessary Notice and Administration Costs in excess of the notice process$500,000.00.

The Escrow Agent. 2.3 3.3 The Escrow Account will be established at Huntington National Bank, with such Bank serving as escrow agent (“Escrow Agent”), subject to escrow instructions mutually acceptable to Plaintiff’s Lead Counsel and Defendants, such escrow to be administered under the Court’s continuing supervision and control. The Escrow Agent shall invest cause the Settlement Amount funds deposited pursuant to ¶2.1 ¶ 3.1 hereof in United States Agency or Treasury Securities or other the Escrow Account to be invested in short-term instruments backed by the Full Faith & Credit full faith and credit of the United States Government or an Agency thereof, or fully insured in writing by the United States Government Government, or an Agency thereof money market funds rated Aaa and AAA, respectively, by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All risks related to the investment of the Settlement Fund shall be borne by the Settlement Fund. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the investment decisions or the actions of the Escrow Agent, or any transactions executed by the Escrow Agent. 2.4 3.4 The Escrow Agent shall not disburse the Settlement Fund except as provided in the Stipulation, Stipulation or by an order of the Court. 2.5 3.5 Subject to further order(s) order and/or directions direction as may be made by the Court, the Escrow Agent is authorized to execute such transactions on behalf of the Class Members as are consistent with the terms of the Stipulation. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. 2.6 3.6 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court. 2.7 It shall 3.7 Within five (5) business days after payment of the Settlement Fund to the Escrow Agent pursuant to ¶ 3.1 hereof, the Escrow Agent may establish a “Class Notice and Administration Fund,” and may deposit up to $250,000 from the Settlement Fund in it. The Class Notice and Administration Fund may be used by Lead Counsel’s responsibility Counsel to disseminate pay costs and expenses reasonably and actually incurred in connection with providing notice to the NoticeClass, Proof of Claimlocating Class Members, administering and distributing the Settlement Fund to Class Members, and Summary Notice to the Class in accordance with this Stipulation paying escrow fees and as ordered by the Court. The Released Persons costs, if any, and no Defendant or any of their Related Parties shall not bear any cost or have any responsibility for class notice, administration, or the allocation of the Net Settlement Fund among Authorized Claimants. liability to any Class Members shall have no recourse as to the Released Persons Member or any other Person with respect to any claims they of these costs, expenses, fees, or acts. The Class Notice and Administration Fund may also be invested and earn interest as provided for in ¶ 3.3 of this Stipulation. Defendants or their Related Parties have that arise no responsibility for or liability to any Class Member, their Related Parties, or any other Person with respect to the Escrow Agent or its actions or the Class Notice and Administration Fund. Any costs or expenses expended for notice or administration in excess of $250,000 shall be paid from the Settlement Fund, subject to approval of Lead Counsel. After the Effective Date, any failure of balance (including interest) then remaining in the notice processNotice and Administration Fund, less expenses incurred but not yet paid, may be transferred by the Escrow Agent, and deposited and credited as part of, the Settlement Fund.

The Escrow Agent. 2.3 The Escrow Agent shall invest the Settlement Amount Fund deposited pursuant to ¶2.1 hereof in United States Agency or Treasury Securities or other instruments backed by the Full Faith & Credit full faith and credit of the United States Government or an Agency thereof, or fully insured by the United States Government or an Agency agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All costs and risks related to the investment of the Settlement Fund in accordance with the guidelines set forth in this paragraph shall be borne by the Settlement Fund. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the investment decisions or the actions of the Escrow Agent, or any transactions executed by the Escrow Agent. 2.4 The Escrow Agent shall not disburse the Settlement Fund except except: (a) as provided in the Stipulation, ; (b) by an order of the Court; or (c) with the written agreement of counsel for the Settling Parties. 2.5 Subject to further order(s) and/or directions as may be made by the Court, or as provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are consistent with provided for under the terms of the Stipulation. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to to, the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. 2.6 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court. 2.7 It shall be Prior to the Effective Date, Lead Counsel’s responsibility , without further approval of Defendants or the Court, may pay from the Settlement Fund notice and administration costs (“Class Notice and Administration Costs”) of up to disseminate $350,000 associated with the administration of the Settlement, including, without limitation: the cost of identifying and locating members of the Class, mailing the Notice of Pendency and Proposed Settlement of Class Action (the “Notice”) and Proof of Claim and Release and publishing notice (such amount shall include, without limitation, the actual costs of publication, printing and mailing the Notice, Proof and reimbursement to nominee owners for forwarding notice to their beneficial owners), soliciting Class claims, assisting with the filing of Claimclaims, administering and Summary Notice to the Class in accordance with this Stipulation and as ordered by the Court. The Released Persons shall not bear any cost or have any responsibility for class notice, administration, or the allocation of distributing the Net Settlement Fund among to Authorized Claimants, processing Proof of Claim and Release forms, and paying bank fees and costs, if any, and the administrative expenses incurred and fees charged by the Claims Administrator in connection with providing notice and processing the submitted claims. Class Members shall have no recourse as Payments from the Settlement Fund prior to the Released Persons with respect to any claims they Effective Date over and above $350,000 shall require either written approval from the Defendants or an order from the Court. After the Effective Date, Lead Counsel may have that arise pay from any failure the Settlement Fund all further reasonable Class Notice and Administration Costs, regardless of amount, without further order of the notice processCourt.

The Escrow Agent. 2.3 The Escrow Agent shall invest the Settlement Amount Fund deposited pursuant to ¶2.1 hereof in United States Agency or Treasury Securities or other instruments backed by the Full Faith & Credit full faith and credit of the United States Government or an Agency thereof, or fully insured by the United States Government or an Agency agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All costs and risks related to the investment of the Settlement Fund in accordance with the guidelines set forth in this paragraph shall be borne by the Settlement Fund. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the investment decisions or the actions of the Escrow Agent, or any transactions executed by the Escrow Agent. 2.4 The Escrow Agent shall not disburse the Settlement Fund except (a) as provided in the Stipulation, (b) by an order of the Court, or (c) with the written agreement of counsel for the Settling Parties. 2.5 Subject to further order(s) and/or directions as may be made by the Court, or as provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are consistent with the terms of the Stipulation. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to to, the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. 2.6 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court. 2.7 It Prior to the Effective Date, the Escrow Agent, without further approval of Defendants or the Court, may pay from the Settlement Fund notice and administration costs (“Class Notice and Administration Costs”) associated with the administration of the Settlement, including, without limitation: the cost of identifying and locating members of the Class, mailing the Notice of Pendency and Proposed Settlement of Class Action (the “Notice”) and Proof of Claim and Release and publishing notice (such amount shall be Lead Counsel’s responsibility to disseminate include, without limitation, the actual costs of publication, printing and mailing the Notice, Proof and reimbursement to nominee owners for forwarding notice to their beneficial owners), soliciting Class claims, assisting with the filing of Claimclaims, administering and Summary Notice to the Class in accordance with this Stipulation and as ordered by the Court. The Released Persons shall not bear any cost or have any responsibility for class notice, administration, or the allocation of distributing the Net Settlement Fund among to Authorized Claimants. Class Members shall have no recourse as to , processing Proof of Claim and Release forms, and paying escrow fees and costs, if any, and the Released Persons administrative expenses incurred and fees charged by the Claims Administrator in connection with respect to any claims they may have that arise from any failure of providing notice and processing the notice processsubmitted claims.

The Escrow Agent. 2.3 The Escrow Agent shall invest the Settlement Amount deposited pursuant to ¶2.1 hereof in United States Agency or Treasury Securities or other instruments backed by the Full Faith & Credit full faith and credit of the United States Government or an Agency thereof, or fully insured by the United States Government or an Agency thereof agency thereof, or in money funds holding only instruments backed by the full faith and credit of the United States Government, and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All risks related to the investment of the Settlement Fund shall be borne by the Settlement Fund. The Released Persons Defendant Parties shall have no responsibility for, interest in, or liability whatsoever with respect to the investment decisions or the actions of the Escrow Agent, or any transactions executed by the Escrow Agent. All costs and risks related to the investment of the Settlement Fund in accordance with the guidelines set forth in this paragraph shall be borne by the Settlement Fund. 2.4 The Escrow Agent shall not disburse the Settlement Fund except (a) as provided in the Stipulation, (b) by an order of the Court, or (c) with the written agreement of counsel for the Parties. 2.5 Subject to further order(s) and/or directions as may be made by the Court, or as provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are consistent with the terms of the Stipulation. The Other than the obligation to pay or cause to be paid the Settlement Amount into the Escrow Account set forth in ¶2.1 herein, the Released Persons Defendant Parties shall have no responsibility for, interest in, or liability whatsoever with respect to to: (i) any act, omission, or determination by Co-Lead Counsel or the actions Claims Administrator, or any of their respective designees or agents, in connection with the administration of the Escrow Agent, Settlement or otherwise; or (ii) any transaction executed by the Escrow AgentAgent or any designees or agents thereof. Other than the obligation to cause the payment of the Settlement Amount pursuant to ¶2.1, Defendants shall have no obligation to make any other payments into the Escrow Account or to any Settlement Class Member pursuant to the Stipulation. 2.6 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis in 2.7 The Escrow Agent, without further approval of Defendants or the Court, may pay as incurred and shall remain subject from the Settlement Fund, all fees and costs associated with the administration of the Settlement and the provision of notice to the jurisdiction Settlement Class, including, without limitation: the costs of identifying and locating members of the Court, until such time as such funds shall be distributed pursuant to Settlement Class; printing and mailing the Stipulation and/or further order(sNotice of Pendency and Proposed Settlement of Class Action and Motion for Attorneys’ Fees and Expenses (the “Notice”) and Proof of the Court. 2.7 It shall be Lead Counsel’s responsibility to disseminate the Notice, Claim (“Proof of Claim, ” or “Claim Form”); publishing a summary of the Notice (“Summary Notice”); reimbursement to nominee owners for forwarding notices to their beneficial owners; soliciting Settlement Class claims; assisting with the filing of claims; administering and Summary Notice to the Class in accordance with this Stipulation and as ordered by the Court. The Released Persons shall not bear any cost or have any responsibility for class notice, administration, or the allocation of distributing the Net Settlement Fund among to Authorized Claimants. Class Members shall have no recourse as to ; processing Claim Forms; escrow fees and costs; and the Released Persons administrative expenses incurred and fees charged by the Claims Administrator in connection with respect to any providing notice and processing the submitted claims they may have that arise from any failure of the notice process(“Notice and Administration Costs”).

The Escrow Agent. 2.3 3.2 The Escrow Agent shall invest the Settlement Amount Fund deposited pursuant to ¶2.1 ¶3.1 hereof in United States Agency or Treasury Securities or other instruments backed by the Full Faith & Credit full faith and credit of the United States Government or an Agency thereof, or fully insured by the United States Government or an Agency agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All costs and risks related to the investment of the Settlement Fund in accordance with the guidelines set forth in this paragraph shall be borne by the Settlement Fund. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the investment decisions or the actions of the Escrow Agent, or any transactions executed by the Escrow Agent. 2.4 3.3 The Escrow Agent shall not disburse the Settlement Fund except (a) as provided in the Stipulation, (b) by an order of the Court, or (c) with the written agreement of counsel for the Settling Parties. 2.5 3.4 Subject to further order(s) and/or directions as may be made by the Court, or as provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are consistent with the terms of the Stipulation. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to to, the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. 2.6 3.5 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court. 2.7 It 3.6 Prior to the Effective Date, the Escrow Agent, without further approval of Defendants or the Court, may pay from the Settlement Fund up to $300,000.00 in notice and administration costs associated with the administration of the Settlement, including, without limitation: the cost of identifying and locating members of the Class, mailing the Notice of Pendency and Proposed Settlement of Class Action and Proof of Claim and Release and publishing notice (such amount shall be Lead Counsel’s responsibility to disseminate include, without limitation, the actual costs of publication, printing and mailing the Notice, Proof and reimbursement to nominee owners for forwarding notice to their beneficial owners), soliciting Class claims, assisting with the filing of Claimclaims, administering and Summary Notice to the Class in accordance with this Stipulation and as ordered by the Court. The Released Persons shall not bear any cost or have any responsibility for class notice, administration, or the allocation of distributing the Net Settlement Fund among to Authorized Claimants, processing Proof of Claim and Release forms, and paying escrow fees and costs, if any, and the administrative expenses incurred and fees charged by the Claims Administrator in connection with providing notice and processing the submitted claims (“Class Notice and Administration Costs”). Class Members shall have no recourse as Prior to the Released Persons with respect Effective Date, payment of any Class Notice and Administration Costs exceeding $300,000.00 shall require notice to any claims they and agreement from the Defendants, through Defendants’ counsel, which agreement shall not be unreasonably refused. Subsequent to the Effective Date, without further approval by Defendants or the Court, the Settlement Fund may have that arise from any failure be used by Lead Counsel to pay reasonable and necessary Class Notice and Administration Costs in excess of the notice process$300,000.00.

The Escrow Agent. 2.3 3.2 The Escrow Agent shall invest the Settlement Amount Fund deposited pursuant to ¶2.1 ¶3.1 hereof in United States Agency or Treasury Securities or other instruments backed by the Full Faith & Credit full faith and credit of the United States Government or an Agency thereof, or fully insured by the United States Government or an Agency agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All costs and risks related to the investment of the Settlement Fund in accordance with the guidelines set forth in this paragraph shall be borne by the Settlement Fund. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the investment decisions or the actions of the Escrow Agent, or any transactions executed by the Escrow Agent. 2.4 3.3 The Escrow Agent shall not disburse the Settlement Fund except (a) as provided in the Stipulation, (b) by an order of the Court, or (c) with the written agreement of counsel for the Settling Parties. 2.5 3.4 Subject to further order(s) and/or directions as may be made by the Court, or as provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are consistent with the terms of the Stipulation. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to to, the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. 2.6 3.5 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court. 2.7 3.6 Prior to the Effective Date, the Escrow Agent, without further approval of Defendant or the Court, may pay from the Settlement Fund up to $500,000.00 in notice and administration costs associated with the administration of the Settlement, including, without limitation: the cost of identifying and locating members of the Class, mailing the Notice of Pendency and Proposed Settlement of Class Action and Proof of Claim and Release and publishing notice (such amount shall include, without limitation, the actual costs of publication, printing and mailing the Notice, and reimbursement to nominee owners for forwarding notice to their beneficial owners), soliciting Class claims, assisting with the filing of claims, administering and distributing the Net Settlement Fund to Authorized Claimants, processing Proof of Claim and Release forms, and paying escrow fees and costs, if any, and the administrative expenses incurred and fees charged by the Claims Administrator in connection with providing notice and processing the submitted claims (“Class Notice and Administration Costs”). Prior to the Effective Date, payment of any Class Notice and Administration Costs exceeding $500,000.00 shall require notice to and agreement from the Defendant, through Defendant’s counsel, which agreement shall not be unreasonably refused. Subsequent to the Effective Date, without further approval by Defendant or the Court, the Settlement Fund may be used by Lead Counsel to pay reasonable and necessary Class Notice and Administration Costs in excess of $500,000.00. 3.7 It shall be Lead Counsel’s sole responsibility to disseminate the Notice, Proof of Claim, and Summary Notice provide notice to the Class in accordance with this Stipulation and as ordered by the Court. The Released Persons shall not bear any cost or have any responsibility for class notice, administration, or the allocation of the Net Settlement Fund among Authorized Claimants. Class Members shall have no recourse as to the Released Persons with respect to any claims they may have that arise from any failure of the notice process.

The Escrow Agent. 2.3 3.2 The Escrow Agent shall invest the Settlement Amount deposited pursuant to ¶2.1 ¶3.1 hereof in United States Agency or Treasury Securities or other instruments backed by the Full Faith & Credit full faith and credit of the United States Government or an Agency thereof, or fully insured by the United States Government or an Agency agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All costs and risks related to the investment of the Settlement Fund in accordance with the guidelines set forth in this paragraph shall be borne by the Settlement Fund. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to the investment decisions or the actions of the Escrow Agent, or any transactions executed by the Escrow Agent. 2.4 3.3 The Escrow Agent shall not disburse the Settlement Fund except except: (a) as provided in the Stipulation, (b) by an order of the Court, or (c) with the written agreement of counsel for the Settling Parties. 2.5 3.4 Subject to further order(s) and/or directions as may be made by the Court, or as provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are consistent with the terms of the Stipulation. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to to, the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. 2.6 3.5 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court. 2.7 It 3.6 Prior to the Effective Date, the Escrow Agent, without further approval of Defendants or the Court, may pay from the Settlement Fund up to $200,000 in notice and administration costs associated with the administration of the Settlement, including, without limitation: the cost of identifying and locating members of the Class, mailing the Notice of Pendency and Proposed Settlement of Class Action (“Notice”) and Proof of Claim and Release and publishing notice (such amount shall be Lead Counsel’s responsibility to disseminate include, without limitation, the actual costs of publication, printing and mailing the Notice, Proof and reimbursement to nominee owners for forwarding notice to their beneficial owners), soliciting Class claims, assisting with the filing of Claimclaims, administering and Summary Notice to the Class in accordance with this Stipulation and as ordered by the Court. The Released Persons shall not bear any cost or have any responsibility for class notice, administration, or the allocation of distributing the Net Settlement Fund among to Authorized Claimants, processing Proof of Claim and Release forms, and paying escrow fees and costs, if any, and the administrative expenses incurred and fees charged by the Claims Administrator in connection with providing notice and processing the submitted claims (“Class Notice and Administration Costs”). Class Members shall have no recourse as Prior to the Released Persons with respect Effective Date, payment of any Class Notice and Administration Costs exceeding $200,000 shall require notice to any claims they and agreement from Defendants, through Defendants’ counsel, which agreement shall not be unreasonably refused. Subsequent to the Effective Date, without further approval by Defendants or the Court, the Settlement Fund may have that arise from any failure be used by the Escrow Agent to pay reasonable and necessary Class Notice and Administration Costs in excess of the notice process$200,000.