CONDITIONAL NATURE OF AGREEMENT. Notwithstanding any provision of this Agreement to the contrary, all obligations of the State hereunder, including, without limitation, the continuance of payments hereunder, are contingent upon the availability and continued appropriation of funds affected by any state or federal legislative or executive action that reduces, eliminates or otherwise modifies the appropriation or availability of funding for this Agreement and the Scope for Services provided in EXHIBIT B, in whole or in part. In no event shall the State be liable for any payments hereunder in excess of such available appropriated funds. In the event of a reduction or termination of appropriated funds, the State shall have the right to withhold payment until such funds become available, if ever, and shall have the right to reduce or terminate the Services under this Agreement immediately upon giving the Contractor notice of such reduction or termination. The State shall not be required to transfer funds from any other account or source to the Account identified in block 1.6 in the event funds in that Account are reduced or unavailable.
CONDITIONAL NATURE OF AGREEMENT. Notwithstanding any provision of this Agreement to the contrary, all obligations of the State hereunder, including, without limitation, the continuance of payments hereunder, are contingent upon the availability and continued appropriation of funds, and in no event shall the State be liable for any payments hereunder in excess of such available appropriated funds. In the event of a reduction or termination of appropriated funds, the State shall have the right to withhold payment until such funds become available, if ever, and shall have the right to terminate this Agreement immediately upon giving the Contractor notice of such termination. The State shall not be required to transfer funds from any other account to the Account identified in block 1.6 in the event funds in that Account are reduced or unavailable.
CONDITIONAL NATURE OF AGREEMENT. 1. At Plaintiffs’ option, expressed in written notice to Defendant’s counsel, this Agreement shall become null and void, and no obligation on the part of any of the Parties will accrue, if the Court materially alters any of the terms of this Agreement to the detriment of Plaintiffs or the Settlement Class, or fails to enter the Preliminary Approval Order or the Final Approval Order in substantially the form submitted by the Parties.
2. At Defendant’s option, expressed in written notice to Class Counsel, this Agreement shall become null and void, and no obligation on the part of any of the Parties will accrue, if (a) the Court declines to certify the Settlement Class as provided in the Preliminary Approval Order; or (b) the Court materially alters any of the terms of this Agreement to the detriment of Defendant, or fails to enter the Preliminary Approval Order or the Final Approval Order in substantially the form submitted by the Parties.
CONDITIONAL NATURE OF AGREEMENT. Notwithstanding any provision of this Agreement to the contrary, all obligations of the LAKESHORE RPC or the State hereunder, including, without limitation, the continuance of payments hereunder, are contingent upon the availability and continued appropriation of funds affected by any state or federal legislative or executive action that reduces, eliminates or otherwise modifies the appropriation or availability of funding for this Agreement and the Services provided in EXHIBIT B, in whole or in part. In no event shall the LAKESHORE RPC or the State be liable for any payments hereunder in excess of such available appropriated funds. In the event of a reduction or termination of appropriated funds, the LAKESHORE RPC and the State shall have the right to withhold payment until such funds become available, if ever, and shall have the right to reduce or terminate the Services under this Agreement immediately upon giving the Contractor notice of such reduction or termination. Neither the LAKESHORE RPC nor the State shall be required to transfer funds from any other account or source to the account identified in block 1.6 in the event funds in that account are reduced or unavailable.
CONDITIONAL NATURE OF AGREEMENT. This Agreement and the Settlement contemplated hereby are expressly conditioned upon all of the following, which the Parties agree are each material conditions precedent to the payment of Settlement Benefits to members of the Settlement Class, the payment of any Court-awarded Service Awards, and the payment of any Court-awarded fees and expenses to Plaintiffs’ Counsel under this Agreement:
3.1 The Parties’ filing of a Stipulation with the Court confirming that the Patriot Plaintiffs are the only named Plaintiffs who assert claims against Xxxxx Fargo and/or Patriot in the Litigation, on or before the date of the Preliminary Fairness Hearing;
3.2 The proposed Class Representatives’ filing with the Court of a Motion for Preliminary Approval of the Settlement, Conditional Certification of a Settlement Class, and the Appointment of Class Representatives and Class Counsel for the Settlement Class under Federal Rule of Civil Procedure 23;
3.3 The Court’s issuance of an Order: (i) granting the Motion referenced in the preceding subparagraph; (ii) preliminarily approving the Settlement under terms substantially consistent with the terms of this Agreement; (iii) conditionally certifying the Settlement Class identified in this Agreement for settlement purposes only; (iv) appointing Plaintiffs’ Counsel as Class Counsel for the Settlement Class and the Patriot Plaintiffs as Class Representatives; (v) appointing the Settlement Administrator; (vi) establishing deadlines and requirements for the filing of Objections to the Settlement; (vii) establishing deadlines and requirements for Requests for Exclusion; (viii) establishing a date for the Final Fairness Hearing; and (ix) preliminarily enjoining the members of the Settlement Class who do not file complete and valid Requests for Exclusion by the Exclusion Deadline from filing suit or asserting any claims, demands, and/or counterclaims with respect to matters released in Section 14 of this Agreement;
3.4 The Parties’ filing with the Court of a Joint Motion to Approve the Proposed Notice and the Notice Plan;
3.5 The Court’s issuance of an Order granting the Motion referenced in the preceding subparagraph approving the Notice and the Notice Plan;
3.6 The mailing of the approved Notice to the Settlement Class;
3.7 The expiration of the Objection Deadline and Exclusion Deadline;
3.8 That no more than 5% of the Settlement Class files complete and valid Requests for Exclusion by the Exclusion Deadline, or that Xxxxx Fargo elect...
CONDITIONAL NATURE OF AGREEMENT. At the Plaintiffs' option, expressed in written notice to the City's counsel, this Agreement shall become null and void, and no obligation on the part of any of the Parties will accrue, if the Court materially alters any of the terms of this Agreement to the detriment of Plaintiffs or the Certified Class, or fails to enter the Preliminary Approval Order, Final Approval Order, or the Final Approval Order in the Action in substantially the form submitted by the Parties. At the City's option, expressed in written notice to Class Counsel, this Agreement shall become null and void, and no obligation on the part of any of the Parties will accrue, if the Court materially alters any of the terms of this Agreement to the detriment of the City, or fails to enter the Preliminary Approval Order, Final Approval Order, or the Final Approval Order in the Action in substantially the form submitted by the Parties. If this Agreement becomes null and void, the Parties shall move forward with the Action as though no settlement had been reached, all of the Parties to the Action being placed in the same position they were before this Settlement was proposed, negotiated, and agreed upon.
CONDITIONAL NATURE OF AGREEMENT. Except as may otherwise be provided herein, the obligations imposed by this Agreement are contingent upon execution of this Agreement by the Parties, entry of the Final Approval Order by the Court, and occurrence of the Effective Date.
CONDITIONAL NATURE OF AGREEMENT. Notwithstanding anything in this Agreement to the contrary, all obligations of the Contract Owner hereunder, including without limitation, the continuance of payments hereunder, are contingent upon the availability or continued appropriation of funds, and in no event shall the Contract Owner be liable for any payments hereunder in excess of such available or appropriated funds. In the event of a reduction or termination of those funds, the Contract Owner shall have the right to withhold payment until such funds become available, if ever, and shall have the right to terminate this Agreement immediately upon giving the Contractor notice of such termination.
CONDITIONAL NATURE OF AGREEMENT. Notwithstanding anything in this Agreement to the contrary, all obligations of the LAKESHORE RPC or the State hereunder, including, without limitation, the continuance of payments hereunder, are contingent upon the availability and continued appropriation of funds, and in no event shall the LAKESHORE RPC or the State be liable for any payments hereunder in excess of such available appropriated funds. In the event of a reduction or termination of those funds, the LAKESHORE RPC and the State shall have the right to withhold payment until such funds become available, if ever, and shall have the right to terminate this Agreement immediately upon giving the Consultant notice of such termination. Neither the LAKESHORE RPC nor the State shall be required to transfer funds from any other account to the account identified in block 1.6 in the event funds in that account are reduced or unavailable.
CONDITIONAL NATURE OF AGREEMENT. (a) This Agreement, including all associated exhibits and attachments, is made for the sole purpose of settling the Lawsuit and all Released Claims on a class-wide and collective basis. This Agreement is made in compromise of disputed claims. Because the Lawsuit was pleaded as a class action and is being settled on a class basis, this Agreement must receive Court approval. Accordingly, the Parties enter into this Agreement on a conditional basis.
(b) The Parties will file a Motion for Preliminary Approval. In the event that the Court does not approve the Settlement in the form set forth in this Agreement, or in the event that the associated judgment does not become a Final Judgment for any reason, this Agreement, except for those provisions relating to the interpretation and termination of the Settlement, the conditional nature of this Settlement, and non-admissibility and non-admission of wrongdoing or liability, shall be deemed null and void ab initio, shall be of no force or effect whatsoever, shall not be referred to or utilized for any purpose whatsoever, and the negotiation of the Agreement shall remain confidential and subject to the rules of evidence barring admission of settlement materials.
(c) Defendants deny the allegations asserted in the Lawsuit, and specifically that this matter should proceed on a class basis (other than for settlement purposes). Defendants have agreed to resolve the Lawsuit via this Agreement, but to the extent this Agreement is deemed void or the Effective Date does not occur, Defendants do not waive, but rather expressly reserve, all rights to challenge any and all claims and allegations asserted in the Lawsuit upon all procedural and substantive grounds, including, without limitation, the ability to challenge class action treatment on any grounds, and to assert any and all other potential defenses or privileges.
(d) The Named Plaintiffs and Class Counsel agree that Defendants retain and reserve all of the rights set forth in this Agreement, including in this Section 2. Specifically, the Named Plaintiffs agree that, if the Lawsuit is to proceed, they will not argue or present any argument, and hereby waive any argument that, based on the Settlement or this Agreement or any of the exhibits and attachments hereto, or any act performed or document executed pursuant to or in furtherance of the Settlement or this Agreement, Defendants should be barred from contesting class certification on any grounds, or from asserting any a...
