Effect of Disapproval. If the Court declines to finally approve this Settlement, or if the Court does not enter the Final Judgment and Order in substantially the form provided for in paragraph 8, or if the Court enters the Final Judgment and Order and appellate review is sought, and on such review, the Final Judgment and Order is set aside or is affirmed with material modification, then this Settlement Agreement and the Settlement, with the exception of the parties’ obligations under paragraph 7 herein which shall remain in full force and effect, shall be terminated upon the election of any of Defendants or Co-Lead Counsel by providing written notice to the parties designated to receive such notice hereunder in accordance with paragraph 27 hereof and the Escrow Agent within ten (10) business days following the occurrence of any such event. An Order by the Court awarding attorneys’ fees, costs, expenses, and/or incentive awards from the Settlement Fund in any amount lower than requested by Plaintiff’s counsel pursuant to this Settlement Agreement (including paragraph 15) shall not be deemed a modification of all or a part of the terms of this Settlement Agreement or the Final Judgment and Order and shall not give rise to any right of termination. A modification or reversal on appeal of any amount of Plaintiffs’ counsel’s fees, costs and expenses awarded by the Court from the Settlement Fund, or the amount of an incentive award from the Settlement Fund to the Named Plaintiff, shall not be deemed a modification of all or a part of the terms of this Settlement Agreement or the Final Judgment and Order and shall not give rise to any right of termination.
Effect of Disapproval. If the Court (i) declines to approve this Settlement Agreement; (ii) does not enter the preliminary approval order containing the elements set forth in Paragraph 3 above; (iii) does not enter the final approval order containing the elements set forth in Paragraph 5 above; or (iv) enters the final approval order and appellate review is sought, and on such review, such final approval order is not affirmed, then Settlement Class Counsel or Emory may elect to terminate this Settlement Agreement by sending written notice to the other party within 10 business days of the event allowing for termination. For the avoidance of doubt, and without limiting the foregoing, any order of the Court, the Seventh Circuit Court of Appeals, or the United States Supreme Court that is based on a determination that the Settlement is not fair, reasonable, or adequate or that: (a) materially changes or does not approve the scope of the releases and covenant not to sue contemplated by this Settlement; (b) purports to impose additional material obligations on Emory; or (c) declines to enter a final judgment that meets the requirements set forth in Paragraph 5 above, except as otherwise agreed in writing by Settlement Class Counsel and Emory, constitutes a failure to grant final approval of this Agreement and confers on Settlement Class Counsel and/or Emory the right to terminate the Agreement. A modification or reversal on appeal of the Plan of Allocation, Fee and Expense Award, or Plaintiffs’ service awards shall not be deemed a modification of the terms of this Agreement or Final Approval Order and shall not give rise to any right of termination.
Effect of Disapproval. If the Settlement does not receive Final Approval or the Effective Date does not otherwise occur, Defendant shall have the right to terminate this Agreement and the Settlement and will have no further obligations under the Agreement unless Defendant waives in writing its right to terminate the Agreement under this section. In addition, the Parties agree that if this Agreement becomes null and void, Defendant shall not be prejudiced in any way from opposing class certification in the Action, and Plaintiff and Settlement Class members shall not use anything in this Agreement, in any term sheet, or in the Preliminary Approval Order or Final Approval Order to support a motion for class certification or as evidence of any wrongdoing by Defendant. No Party shall be deemed to have waived any claims, objections, rights or defenses, or legal arguments or positions, including but not limited to, claims or objections to class certification, or claims or defenses on the merits. Each Party reserves the right to prosecute or defend this Action in the event that this Agreement does not become final and binding.
Effect of Disapproval. If based on a determination that the Settlement is not 11 fair, reasonable or adequate, and on this basis only, the Court (i) declines to approve this
Effect of Disapproval. If the Court refuses, preliminarily or otherwise, to approve the settlement or this Settlement Agreement or any part hereof, or if such approval is modified or set aside on appeal, or if the Court does not enter the final judgment provided for in paragraph 6 hereof, or if the Court enters the final judgment and appellate review is sought and, on such review, such final judgment is not affirmed in its entirety, Xxxx, XX Sales, and Class Plaintiffs Co-Lead Counsel shall, at their sole discretion, each have the option to rescind, cancel, and terminate this Settlement Agreement (excepting paragraphs 13, 23, 28, and 29 hereof) as it relates to each of them. Similarly, if the Court refuses to preliminarily approve Xxxx’x settlements or settlement agreements (or any part thereof) with the Direct Purchaser Plaintiffs and the Dealership Plaintiffs, and KL Sales’ settlements or settlement agreements (or any part thereof) with the Dealership Plaintiffs, Lear and KL Sales shall, at their sole discretion, have the option to rescind, cancel, and terminate this Settlement Agreement (excepting paragraphs 13, 23, 28, and 29 hereof) as it relates to each of them. If any of Xxxx, XX Sales, or Class Plaintiffs’ Co- Lead Counsel elect to rescind, cancel, and/or terminate this Settlement Agreement in accordance with this paragraph 20, the Escrow Agent shall, within ten (10) business days of termination of the Settlement Agreement, (i) if terminated by Class Plaintiffs’ Co-Lead Counsel, refund (a) the $128,640 Cash Payment (including any and all income earned thereon) to Lear; (b) the Bankruptcy Reserve Settlement Proceeds (including any and all income earned thereon) to Lear for redeposit in the Bankruptcy Reserve; and (c) the KL Sales Settlement Amount (including any and all income earned thereon) to KL Sales, less any expenditures (allocated between Lear and KL Sales on a pro rata basis) authorized pursuant to paragraph 13 of this Settlement Agreement that were paid out of the Settlement Fund prior to termination; (ii) if terminated by Lear, refund
Effect of Disapproval. If Buyer timely files its Application and uses its commercially reasonable efforts to obtain MGC approval, but MGC nonetheless denies Buyer’s Application, or Buyer withdraws the Application upon or after receiving advice from MGC that MGC intends to deny Buyer’s Application (such withdrawal, a “Withdrawal in Lieu of Denial”), then upon receipt of such denial or Withdrawal in Lieu of Denial Buyer may terminate this Agreement and receive a return of the Deposit and all interest, if any, accrued thereon. If (A) Buyer fails to provide any information required by the MGC to process its Application within a reasonable amount of time after being requested to do so and/or Buyer or its officers, directors, employees or agents fails to cooperate with the MGC investigations for the Application, or (B) Buyer voluntarily withdraws its Application (other than a Withdrawal in Lieu of Denial), then Buyer shall be deemed to have not used its commercially reasonable efforts to obtain MGC approval, unless Buyer’s failure to provide information or to cooperate, or Buyer’s withdrawal (other than a Withdrawal in Lieu of Denial) results from Seller’s failure to comply with the provisions of Section 7.2. Buyer agrees that in the event that it claims that a withdrawal is a Withdrawal in Lieu of Denial, then Buyer shall waive any confidentiality requirement with the MGC in order to allow the Seller to confirm that the withdrawal was a Withdrawal in Lieu of Denial.
Effect of Disapproval. If the Court does not certify the Settlement Class as defined in this Settlement Agreement, or if the Court does not approve this Settlement Agreement in all material respects, or if the Court does not enter Final Approval as provided for in Paragraph 7 herein, or if any judgment approving this Settlement Agreement is materially modified or set aside on appeal, or if all of the conditions for Final Judgment do not occur as set forth in Paragraph 7 of this Settlement Agreement, then this Agreement may be rescinded, cancelled or terminated by Xxxxxxxx or DPPs on behalf of the Settlement Class. If rescinded, cancelled or terminated, this Settlement Agreement shall become null and void, and, with the exception of any Settlement Funds used for notice purposes pursuant to Paragraph 6(c), in the event the settlement is not preliminarily or finally approved by the Court, all other funds in the Escrow Account shall be returned to Xxxxxxxx and the Parties’ position shall be returned to the status quo ante. In no way shall DPPs have the right to rescind, cancel or terminate this Settlement Agreement if the Court fails or refuses to grant any requested attorney’s fees, any costs, or any awards to DPPs.
Effect of Disapproval. If the Settlement does not receive Final Approval or the Effective Date does not come to pass, Target shall have the right to terminate this Agreement and the Settlement and will have no further obligations under the Agreement unless Target waives in writing its right to terminate the Agreement under this section. In addition, the Parties agree that if this Agreement becomes null and void, Target shall not be prejudiced in any way from opposing class certification in the Actions, and Plaintiffs and the Settlement Class members shall not use anything in this Agreement, in any terms sheet, or in the Preliminary Approval Order or Final Approval Order to support a motion for class certification or as evidence of any wrongdoing by Target. No Party shall be deemed to have waived any claims, objections, rights or defenses, or legal arguments or positions, including but not limited to, claims or objections to class certification, or claims or defenses on the merits. Additionally, the amended complaint required by Section 2.3 shall be void, and the First Amended Complaint shall be the operative complaint in the California Action. Each Party reserves the right to prosecute or defend the Actions in the event that this Agreement does not become final and binding.
Effect of Disapproval. 65. Subject to Paragraph 52, in the event (i) the Court does not grant preliminary approval of the Agreement, (ii) the Court does not grant final approval of the Agreement, (iii) the Parties fail to timely file the joint stipulation or motion to dismiss contemplated by Paragraph 54(c), (iv) the Court denies the joint stipulation or motion to dismiss contemplated by Paragraph 54(c), in whole or in part, such that court’s jurisdiction does not end and/or this Action is not terminated as against the County, or (v) the Agreement does not become final for any other reason, this Agreement shall be null and void and any order or judgment entered by the Court in furtherance of this settlement shall be vacated nunc pro tunc, in which case the Parties shall proceed in all respects as if this Agreement had not been executed, and the terms or fact of this Agreement (as well as the negotiations leading up to the execution of this Agreement) shall be inadmissible in any proceeding for any purpose.
Effect of Disapproval. If the Court enters an order either refusing to approve or materially modifying the Settlement, or if such approval is materially modified or set aside on appeal, or if the Court refuses to enter the final judgment, or if the Court enters the final judgment and appellate review of the final judgment is sought, and on such review, such final judgment is not affirmed in its entirety, then the Parties will each, in their sole discretion and not limited by any other paragraph in this Agreement, have the option to rescind the Agreement in its entirety, provided that the Parties have made all reasonable efforts to obtain an order granting preliminary or final approval without material modifications. Additionally, if, in light of motions filed by Plaintiffs in the Action under Paragraph 9, the Court refuses to or enters an order refusing to dismiss Ford Canada with prejudice, or if the Court dismisses Ford Canada with prejudice and appellate review of the dismissal is sought, and on such review, such dismissal is not affirmed in its entirety, then Ford Canada, in its sole discretion and not limited by any other paragraph in this Agreement, has the option either (i) to rescind the Agreement in its entirety or (ii) to have the Parties to meet and confer in good faith on relevant modifications to the Agreement including but not limited to a reduction in the Settlement Fund. Written notice of the exercise of any such right under this paragraph will be made according to the terms of Paragraph 30 within ten (10) Business Days of the event giving rise to the rescission. A modification or reversal on appeal of any amount of attorneys’ fees, administrative and tax expenses, expenses associated with providing notice of the Settlement to the Class, or expenses of the Escrow Agent, which the Court awards to Plaintiffs’ Counsel from the Settlement Fund, will not be deemed a modification of all or a part of the terms of this Agreement or such final judgment and cannot give rise to a rescission of this Agreement.
