Common use of The Settlement Fund Clause in Contracts

The Settlement Fund. 7.1.1 Within five (5) days after the Agreement Execution Date, Co-Lead Counsel shall establish at a federally-insured financial institution (the “Financial Institution”) identified to and reasonably agreed on by counsel for Xerox, a settlement fund account (the “Settlement Fund”) which, along with net earnings thereon, shall be considered a common fund created as a result of the Action. Each Co-Lead Counsel firm and counsel for Xerox shall designate at least one person with signature authority over this account (the “Signers”), and shall direct the Financial Institution to make distributions from the Settlement Fund only in accordance with this Settlement Agreement upon written direction from each Signer; provided that the Parties agree that upon the Judgment becoming Final, the Signers will notify the Financial Institution that written direction from counsel for Xerox shall no longer be required. For the avoidance of doubt, the Financial Institution shall be instructed that, absent a Court order, no funds are to be paid or withdrawn from the Settlement Fund except pursuant to Section 8 of this Settlement Agreement (and the Sections of this Settlement Agreement explicitly cross- referenced therein) or, upon termination of this Settlement Agreement, pursuant to Section 10 of this Settlement Agreement. Co-Lead Counsel shall promptly notify Xerox of the date of the establishment of the Settlement Fund, shall confirm the identity of the Financial Institution including any information, including but not limited to wiring instructions, needed to make the deposit in section 7.2, and shall confirm that withdrawals and distributions from the Settlement Fund are subject to the restrictions set forth in the preceding sentence. 7.1.2 The funds on deposit in the Settlement Fund shall be invested only in United States Treasury securities and/or securities of United States agencies backed by the full faith and credit of the United States Treasury, and mutual funds or money market accounts that invest exclusively in the foregoing securities. The Settlement Fund shall be structured and managed to qualify as a “qualified settlement fund” described in the Treasury regulations promulgated under Section 468B of the Internal Revenue Code and no Party shall take any position in any filing or before any tax authority that is inconsistent with such treatment. The Financial Institution or another person designated by Co-Lead Counsel (other than a Released Party) shall be the Settlement Fund “administrator,” as that term is used in the Section 468B Treasury regulations (the “Administrator”). The Administrator shall (a) prepare and file all income tax and information returns required to be filed, and provide payees with copies of such information returns; (b) pay all taxes owed by the Settlement Fund; (c) at the Company’s request, join with Xerox in timely making the “relation-back” election permitted under the Section 468B Treasury regulations in the form prescribed therein; (d) pay the fees and expenses incurred by the Financial Institution associated with the administration of the Settlement Fund and (e) obtain and provide the Company with the Settlement Fund’s federal taxpayer identification number on or before the date that the Company transfers funds to the Settlement Fund. The Administrator shall be authorized to retain a certified public accounting firm for these purposes. All taxes on the income of the Settlement Fund and tax-related expenses, including the expenses, if any, of a certified public accounting firm, incurred in connection with the administration of the Settlement Fund shall be paid solely out of the Settlement Fund, shall be considered a cost of administration of the Settlement, and shall be timely paid without further order of the Court. All fees and expenses of the Administrator or the Financial Institution, and of professional advisors engaged by the Administrator or the Financial Institution in connection with the Settlement Fund, shall be funded solely from the Settlement Fund. Co-Lead Counsel, with written authority from the Signers, may instruct the Financial Institution to reserve any portion of the Settlement Fund for the purpose of satisfying future or contingent expenses or obligations, including expenses of Settlement Fund administration or any disbursement provided in Section 8 of this Settlement Agreement. The Parties agree that neither Defendants nor any Released Party has any responsibility, authority, or liability, respecting the operation, expenses, obligations and administration of the Settlement Fund.

The Settlement Fund. 7.1.1 Within five 8.1.1 No later than fifteen (515) business days after the Agreement Execution Dateentry of the Preliminary Approval Order by the Court, Co-Lead Counsel the Settlement Administrator shall (a) establish at a federally-insured financial institution (the “Financial Institution”) identified to and reasonably agreed on by counsel Escrow Account for Xerox, a settlement fund account (the “purpose of holding the Settlement Fund”, and (b) which, along with net earnings thereon, provide notice to ▇▇▇▇▇▇ ▇▇▇ and Defendants’ Insurer of the information needed to deposit the Settlement Amount into the Settlement Fund. The Escrow Account shall be governed by an escrow agreement and will be subject to the jurisdiction of the Court. The monies in the Settlement Fund shall be considered a common fund created as a result of the Action. Each Co-Lead Counsel firm and counsel for Xerox shall designate at least one person with signature authority over this account (the “Signers”). 8.1.2 In consideration of, and shall direct expressly in exchange for, all of the Financial Institution to make distributions from the Settlement Fund only promises and agreements set forth in accordance with this Settlement Agreement upon written direction from each Signer; provided that the Parties agree that upon the Judgment becoming Final, the Signers will notify the Financial Institution that written direction from counsel for Xerox shall no longer be required. For the avoidance of doubt, the Financial Institution shall be instructed that, absent a Court order, no funds are to be paid or withdrawn from the Settlement Fund except pursuant to Section 8 of this Settlement Agreement (and the Sections of this Settlement Agreement explicitly cross- referenced therein) or, upon termination of this Settlement Agreement, pursuant ▇▇▇▇▇▇ ▇▇▇ shall cause the Settlement Amount to be delivered into the Settlement Fund within fifteen (15) business days of the date notice is provided to ▇▇▇▇▇▇ ▇▇▇ and Defendants’ Insurer of the Escrow Account in accordance with Section 10 8.1.1. 8.1.3 The Settlement Fund shall accrue and retain interest and income earned thereon for the benefit of this the Settlement Agreement. Class and shall be invested at the direction of Co-Lead Class Counsel shall promptly notify Xerox of the date of the establishment of the Settlement Fund, shall confirm the identity of the Financial Institution including any information, including but not limited to wiring instructions, needed to make the deposit in section 7.2, and shall confirm that withdrawals and distributions from the Settlement Fund are subject to the restrictions set forth in the preceding sentence. 7.1.2 The funds on deposit in the Settlement Fund shall be invested only in (a) United States Treasury securities and/or securities of United States agencies backed by the full faith and credit of the United States TreasuryTreasury with a maturity period not to exceed thirty (30) days, and (b) repurchase agreements collateralized by such securities, and/or (c) mutual funds or money market accounts, provided that such funds or accounts that invest exclusively in United States Treasury securities and/or securities of United States agencies. Funds in the foregoing securities. Escrow Account shall not be commingled with any other accounts or monies. 8.1.4 The Settlement Administrator shall structure and manage the Settlement Fund shall be structured and managed to qualify as a “qualified settlement fundQualified Settlement Fund” described in the Treasury regulations promulgated under Section 468B of the Internal Revenue Code (the “Code”) and no Party U.S. Treasury regulations promulgated thereunder. It is intended that the Settlement Fund be structured and administered to ensure, to the maximum degree possible, that the portion of the Settlement Fund that is distributed to Settlement Class Members pursuant to the Plan of Allocation will qualify for the favorable tax treatment available for tax-qualified plans and trusts under Sections 401(a) and 501(a) of the Code. The Parties shall not take any a position in any filing or before any tax authority that is inconsistent with such treatment. 8.1.5 For purposes of Section 486B of the Code and the regulations promulgated thereunder, the “administrator” of the Settlement Fund shall be the Settlement Administrator. The Financial Institution Settlement Administrator, or another person designated any accounting firm that it may retain, shall timely and properly prepare, deliver to all necessary parties for signature, and file all necessary documentation for any elections required under Section 486B of the Code and regulations promulgated thereunder. 8.1.6 All income and other taxes on the income of the Settlement Fund and tax- related expenses incurred in connection with the taxation of the Settlement Fund shall be paid out of the Settlement Fund. Reasonable fees and expenses incurred for or by any third-party vendor appointed by Co-Lead Class Counsel (other than a Released Party) for calculation, allocation, and distribution pursuant to the Plan of Allocation shall also be paid from the Settlement Fund. 8.1.7 Co-Lead Class Counsel shall have signature authority over the Settlement Fund “administrator,” as that term is used in consistent with the Section 468B Treasury regulations (terms and conditions of the “Administrator”). The Administrator Escrow Agreement, and shall direct the Escrow Agent to pay from the Settlement Fund all reasonable costs of administering the Settlement Fund without further order of the Court, which expenses shall include: (a) prepare reasonable expenses associated with the preparation and file filing of all income and other tax reports and information income and other tax returns required to be filed, and provide payees with copies of such information returnsfiled by the Settlement Fund; (b) pay all payment of any income and other taxes owed by the Settlement Fund; (c) at reasonable expenses associated with the Company’s request, join preparation and issuance of any required Form(s) 1099 associated with Xerox in timely making payments from the “relation-back” election permitted under the Section 468B Treasury regulations in the form prescribed thereinSettlement Fund; and (d) pay the fees charged and expenses incurred by the Financial Institution associated with Institution, the administration of Settlement Administrator or any accounting firm they may retain. 8.1.8 Co-Lead Class Counsel shall instruct the Escrow Agent to set aside appropriate reserves from the Settlement Fund for income and (e) obtain other taxes and provide the Company with the Settlement Fund’s federal taxpayer identification number on or before the date that the Company transfers funds to the Settlement Fund. The Administrator shall be authorized to retain a certified public accounting firm for these purposes. All taxes on the income of the Settlement Fund and tax-related expenses, including the expenses, if any, of a certified public accounting firm, incurred in connection with the administration of the Settlement Fund shall be paid solely out of the Settlement Fund, shall be considered a cost of administration of the Settlement, and shall be timely paid without further order of the Court. All fees and expenses of the Administrator or the Financial Institution, and of professional advisors engaged by the Administrator or the Financial Institution in connection with the Settlement Fund, shall be funded solely from the Settlement Fund. Co-Lead Counsel, with written authority from the Signers, may instruct the Financial Institution to reserve any portion of the Settlement Fund for the purpose of satisfying future or contingent expenses or obligations, including expenses of Settlement Fund administration or administration, before any disbursement is made as provided in Section 8 9.3 of this Settlement Agreement. ▇▇▇▇▇▇ ▇▇▇ Parties shall take no position, directly or indirectly, with respect to such matters. 8.1.9 Except as provided in Sections 8, 9, and 11 of the Settlement Agreement, no monies shall be paid to Co-Lead Class Counsel, Plaintiffs, or the Settlement Class from the Settlement Fund. 8.1.10 The Parties acknowledge and agree that neither ▇▇▇▇▇▇ ▇▇▇ and Defendants nor any Released Party has any responsibility, shall have no authority, control, or liabilityliability in connection with the design, respecting the operationmanagement, expensesadministration, obligations and administration investment, maintenance, or control of the Settlement Fund, for any expenses the Settlement Fund may incur, or for any income and other taxes that may be payable by the Settlement Fund or any direct or indirect distributee therefrom.

The Settlement Fund. 7.1.1 Within 7.1.1. No later than five (5) business days after the Agreement Execution DateSettlement Terms Sheet is executed by all parties, Co-Lead Class Counsel shall (i) establish at a federally-insured financial institution (the “Financial Institution”); and (ii) identified provide to the Defendants and reasonably agreed on by counsel for Xerox, a settlement their Carrier any information needed to fund account (the “Settlement Fund”) which. The monies in the Settlement Fund, along together with net earnings thereonthe value of the Company’s covenants in Sections 4.4 through 4.6, shall be considered a common fund created as a result of the Action. Each Co-Lead Counsel firm and counsel for Xerox shall designate at least one person with signature authority over this account (the “Signers”), and shall direct the The Financial Institution shall agree in writing to make distributions from hold the Settlement Fund only and make distributions therefrom strictly in accordance with this Settlement Agreement upon written direction from each Signer; provided that the Parties agree that upon the Judgment becoming Final, the Signers will notify the Financial Institution that written direction from counsel for Xerox shall no longer be required. For the avoidance of doubt, the Financial Institution shall be instructed that, absent a Court order, no funds are to be paid or withdrawn from the Settlement Fund except pursuant to Section 8 of this Settlement Agreement (terms and the Sections of this Settlement Agreement explicitly cross- referenced therein) or, upon termination conditions of this Settlement Agreement. 7.1.2. The Settlement Fund shall include interest earned thereon, pursuant to Section 10 for the benefit of this Settlement Agreement. Co-Lead Counsel shall promptly notify Xerox of the date of the establishment of Named Plaintiffs, the Settlement Fund, shall confirm the identity of the Financial Institution including any information, including but not limited to wiring instructions, needed to make the deposit in section 7.2Class, and shall confirm that withdrawals Class Counsel, and distributions from the Settlement Fund are subject to the restrictions set forth in the preceding sentence. 7.1.2 The funds on deposit in the Settlement Fund shall be invested only in United States Treasury securities and/or securities of United States agencies backed by the full faith and credit of the United States Treasury, repurchase agreements collateralized by such securities, and mutual funds or money market accounts, provided that such funds or accounts that invest exclusively in the foregoing securities. The Class Counsel shall structure and manage the Settlement Fund shall be structured and managed to qualify as a “qualified settlement fund” described in the Treasury regulations promulgated fund under Section 468B of the Internal Revenue Code and no Party Treasury regulations promulgated there under. It is intended that the Settlement Fund be structured and administered to preserve, to the maximum degree possible, the tax benefits associated with ERISA-qualified plans. The Parties shall not take any a position in any filing or before any tax authority that is inconsistent with such treatment. The Financial Institution or another person designated by Co-Lead Counsel (other than a Released Party) shall be the Settlement Fund “administrator,” as that term is used in the Section 468B Treasury regulations (the “Administrator”). The Administrator shall (a) prepare and file all income tax and information returns required to be filed, and provide payees with copies of such information returns; (b) pay all taxes owed by the Settlement Fund; (c) at the Company’s request, join with Xerox in timely making the “relation-back” election permitted under the Section 468B Treasury regulations in the form prescribed therein; (d) pay the fees and expenses incurred by the Financial Institution associated with the administration of the Settlement Fund and (e) obtain and provide the Company with the Settlement Fund’s federal taxpayer identification number on or before the date that the Company transfers funds to the Settlement Fund. The Administrator shall be authorized to retain a certified public accounting firm for these purposes. All taxes on the income of the Settlement Fund and tax-related expenses, including the expenses, if any, of a certified public accounting firm, expenses incurred in connection with the administration taxation of the Settlement Fund shall be paid solely out of the Settlement Fund, shall be considered a cost of administration . All fees and/or expenses of the SettlementPlan trustee for allocation pursuant to the Plan of Allocation will be paid from the Settlement Fund. Class Counsel shall have signature authority over the Settlement Fund, and shall be timely paid direct the Financial Institution to pay from the Settlement Fund the reasonable cost of administering the Settlement Fund without further order of the Court. All fees , which expenses shall include (i) expenses associated with the preparation and expenses filing of the Administrator or the Financial Institution, all tax reports and of professional advisors engaged tax returns required to be filed by the Administrator or the Financial Institution in connection with the Settlement Fund, shall be funded solely ; (ii) payment of any taxes owed by the Settlement Fund; (iii) expenses associated with the preparation and issuance of any required Forms 1099 associated with payments from the Settlement Fund; and (iv) fees charged and expenses incurred by the Financial Institution associated with administration of the Settlement Fund. Co-Lead Counsel, with written authority from the Signers, Class Counsel may instruct the Financial Institution to reserve any portion of the Settlement Fund for the purpose of satisfying future or contingent expenses or obligations, including expenses of Settlement Fund administration or any disbursement provided in Section Article 8 of this Settlement Agreement. The Defendants will take no position, directly or indirectly, with respect to such matters. 7.1.3. The Parties acknowledge and agree that neither the Defendants nor any Released Party has any responsibility, shall have no authority, control, or liabilityliability in connection with the design, respecting the operationmanagement, expensesadministration, obligations and administration investment, maintenance, or control of the Settlement Fund, or for any expenses the Settlement Fund may incur or for any taxes that may be payable by the Settlement Fund or any distributee there from.