Common use of CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION Clause in Contracts

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 1. Subject to all other Sections herein, in the event that the Court makes any material modification to the terms of the Settlement, including, but not limited to, any modification which operates to materially change the scope of the Settlement Class or to require Xxxxxxxxx Xxxxxxx Beauty to pay any amounts in excess of the Settlement Fund (with the exception of any modification to the terms, timing or proposed amount of any Fee Award or Incentive Award), the terms contained in this Settlement Agreement and any amendments thereto, may be terminated by either Party. Such termination may be effectuated by providing written election of the right to do so (“Termination Notice”) to the other Party within fourteen (14) days of any event triggering the right to terminate (as described above), including: (i) the Court’s refusal to grant Preliminary Approval of this Agreement in any material respect; (ii) the Court’s refusal to grant final approval of this Agreement in any material respect; (iii) the Court’s refusal to enter Final Approval Judgment in this Action in any material respect; (iv) the date upon which Final Approval Judgment is vacated, modified or reversed in any material respect by the Court, the Illinois Appellate Court, the Illinois Supreme Court, or the Supreme Court of the United States; or (v) the date upon which an Alternate Judgment is vacated, modified or reversed in any material respect by the Court, the Illinois Appellate Court, the Illinois Supreme Court, or the Supreme Court of the United States. 2. If prior to the Final Approval Hearing, Persons who otherwise would be Settlement FILED DATE: 8/8/2024 8:04 AM 2022CH11832 Class Members have timely requested exclusion from the Settlement Class in accordance with the provisions of the Preliminary Approval Order and the Notice given pursuant thereto, and such Persons in the aggregate equal to or are greater than one percent of the Estimated Number of Class Members, CTBI shall have, in its sole and absolute discretion, the option to terminate this Settlement by giving notice as set forth above, herein, Section XVI. 22. 3. If any Party is in material breach of the terms of this Settlement Agreement, then the other Party, provided that it is in substantial compliance with the terms of this Agreement, may move to enforce the terms of or terminate this Settlement Agreement upon written notice to the other Party. 4. If this Agreement is terminated or fails to become effective, then the Parties shall be restored to their respective positions in the Action as of the moment just prior to the signing of this Agreement, and the Settlement Term Sheet entered into between CTBI and the Named Plaintiff shall be canceled, null and void. In such event, any Final Approval Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Action as if this Agreement and the Settlement Term Sheet had never been entered into.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 1. Subject to 9.1 The Effective Date of this Settlement Agreement shall not occur until all other Sections herein, in the event that the Court makes any material modification to the terms of the Settlementfollowing events occur, includingand shall be the date which falls ten (10) days after the last (in time) of the following events: (a) The Parties and their counsel have executed this Agreement; (b) The Court has entered the Preliminary Approval Order; (c) The Court has entered an order finally approving the Agreement, but not limited to, any modification which operates following Notice to materially change the scope of the Settlement Class and a Final Approval Hearing, as provided in the Illinois Code of Civil Procedure, and has entered the Final Judgment, or to require Xxxxxxxxx Xxxxxxx Beauty to pay any amounts in excess of the Settlement Fund (a judgment consistent with the exception of any modification to the terms, timing or proposed amount of any Fee Award or Incentive Award), the terms contained in this Settlement Agreement and any amendments thereto, may be terminated by either Party. Such termination may be effectuated by providing written election of the right to do so (“Termination Notice”) to the other Party within fourteen (14) days of any event triggering the right to terminate (as described above), including: (i) the Court’s refusal to grant Preliminary Approval of this Agreement in any all material respectrespects; and (iid) The Final Judgment has become Final, as defined above, or, if the Court’s refusal to grant final approval Court enters an Alternate Judgment, such Alternate Judgment becomes Final. 9.2 If some or all of the conditions specified in Paragraph 9.1 are not met, or if this Agreement in any material respect; (iii) the Court’s refusal to enter Final Approval Judgment in this Action in any material respect; (iv) the date upon which Final Approval Judgment is vacated, modified or reversed in any material respect not approved by the Court, the Illinois Appellate Court, the Illinois Supreme Court, or the Supreme Court of the United States; settlement set forth in this Agreement is terminated or (v) the date upon which an Alternate Judgment is vacated, modified or reversed in any material respect by the Court, the Illinois Appellate Court, the Illinois Supreme Court, or the Supreme Court of the United States. 2. If prior fails to the Final Approval Hearing, Persons who otherwise would be Settlement FILED DATE: 8/8/2024 8:04 AM 2022CH11832 Class Members have timely requested exclusion from the Settlement Class become effective in accordance with the provisions of the Preliminary Approval Order and the Notice given pursuant theretoits terms, and such Persons in the aggregate equal to or are greater than one percent of the Estimated Number of Class Members, CTBI shall have, in its sole and absolute discretion, the option to terminate then this Settlement by giving notice as set forth above, herein, Section XVI. 22. 3Agreement shall be canceled and terminated subject to Paragraph 6.1 unless Class Counsel and Termax’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms of this Settlement Agreementhereof, then the any other Party, provided that it is in substantial compliance with the terms of this Agreement, may move to enforce the terms of or terminate this Settlement Agreement upon written on notice to all of the other PartySettling Parties. Notwithstanding anything herein, the Parties agree that the Court’s failure to approve, in whole or in part, Class Counsel’s request for payment of attorneys’ fees, costs and/or expenses and/or the request for incentive award payments set forth in Paragraph 8 above shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination. 4. 9.3 If this Agreement is terminated or fails to become effective, then including but not limited to, for the reasons set forth in Paragraphs 6.1 and 9.1-9.2 above, the Parties shall be restored to their respective positions in the Action as of the moment just prior to the signing of this Agreement, and the Settlement Term Sheet entered into between CTBI and the Named Plaintiff shall be canceled, null and void. In such event, any Final Approval Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Action as if this Agreement and the Settlement Term Sheet had never been entered into. If the Final Settlement Order and Judgment or any part of it is vacated, overturned, reversed, or rendered void as a result of an appeal, or the Settlement Agreement is voided, rescinded, or otherwise terminated for any other reason, Class Counsel shall within thirty (30) days repay to Termax, based upon written instructions provided by Termax’s Counsel, the full amount of the attorneys’ fees and costs paid to Class Counsel from the Settlement Fund, including any accrued interest. If the attorneys’ fees and costs awarded by the Court or any part of them are vacated, modified, reversed, or rendered void as a result of an appeal, Class Counsel shall within thirty (30) days repay to Termax, based upon written instructions provided by Termax’s Counsel, the attorneys’ fees and costs paid to Class Counsel and/or Class Representative from the Settlement Fund, in the amount vacated or modified, including any accrued interest.

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 1. Subject 9.1 The Effective Date of this Settlement Agreement shall not occur unless and until each of the following events occurs, and shall be the date upon which the last (in time) of the following events occurs: (a) The Parties and their counsel have executed this Agreement; (b) The Court has entered the Preliminary Approval Order; (c) The Court has entered an order finally approving the Agreement, following Notice to the Settlement Class and a Final Approval Hearing, as provided in the Illinois Code of Civil Procedure, and has entered the Final Judgment, or a judgment consistent with this Agreement in all other Sections hereinmaterial respects; and (d) The Final Judgment has become Final, as defined above in Paragraph 1.15, or, in the event that the Court makes any material modification to the terms enters an Alternate Judgment, such Alternate Judgment becomes Final. 9.2 If some or all of the Settlementconditions specified in Paragraph 9.1 are not met, including, but not limited to, any modification which operates to materially change or in the scope of the Settlement Class or to require Xxxxxxxxx Xxxxxxx Beauty to pay any amounts in excess of the Settlement Fund (with the exception of any modification to the terms, timing or proposed amount of any Fee Award or Incentive Award), the terms contained in this Settlement Agreement and any amendments thereto, may be terminated by either Party. Such termination may be effectuated by providing written election of the right to do so (“Termination Notice”) to the other Party within fourteen (14) days of any event triggering the right to terminate (as described above), including: (i) the Court’s refusal to grant Preliminary Approval of that this Agreement in any material respect; (ii) the Court’s refusal to grant final approval of this Agreement in any material respect; (iii) the Court’s refusal to enter Final Approval Judgment in this Action in any material respect; (iv) the date upon which Final Approval Judgment is vacated, modified or reversed in any material respect not approved by the Court, the Illinois Appellate Court, the Illinois Supreme Court, or the Supreme Court of the United States; settlement set forth in this Agreement is terminated or (v) the date upon which an Alternate Judgment is vacated, modified or reversed in any material respect by the Court, the Illinois Appellate Court, the Illinois Supreme Court, or the Supreme Court of the United States. 2. If prior fails to the Final Approval Hearing, Persons who otherwise would be Settlement FILED DATE: 8/8/2024 8:04 AM 2022CH11832 Class Members have timely requested exclusion from the Settlement Class become effective in accordance with the provisions of the Preliminary Approval Order and the Notice given pursuant theretoits terms, and such Persons in the aggregate equal to or are greater than one percent of the Estimated Number of Class Members, CTBI shall have, in its sole and absolute discretion, the option to terminate then this Settlement by giving notice as set forth above, herein, Section XVI. 22. 3Agreement shall be canceled and terminated subject to Paragraph 6.1 or 6.2 unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms of this Settlement Agreementhereof, then the any other Party, provided that it is in substantial compliance with the terms of this Agreement, may move to enforce the terms of or terminate this Settlement Agreement upon written on notice to all of the other PartyParties. Notwithstanding anything herein, the Parties agree that the Court’s failure to approve, in whole or in part, the attorneys’ fees payment to Class Counsel and/or the incentive award set forth in Paragraph 8 above shall not prevent the Agreement from becoming effective, nor shall it be grounds for termination. 4. 9.3 If this Agreement is terminated or fails to become effectiveeffective for the reasons set forth in Paragraphs 6.1, then 6.2, and 9.1-9.2 above, the Parties shall be restored to their respective positions in the Action as of the moment just prior to date of the signing of this Agreement, unless Class Counsel and Defendant’s Counsel mutually agree in writing to proceed with the Settlement Term Sheet entered into between CTBI and the Named Plaintiff shall be canceled, null and voidAgreement. In such event, any Final Approval Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Action as if this Agreement and the Settlement Term Sheet had never been entered into.this

CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. 1. Subject to 9.1 The Effective Date of this Settlement Agreement shall not occur until all other Sections herein, in the event that the Court makes any material modification to the terms of the Settlementfollowing events occur, includingand shall be the date which falls ten (10) calendar days after the last (in time) of the following events: (a) The Parties and their counsel have executed this Agreement; (b) The Court has entered the Preliminary Approval Order; (c) The Court has entered an order finally approving the Agreement, but not limited to, any modification which operates following Notice to materially change the scope of the Settlement Class and a Final Approval Hearing, as provided in the Illinois Code of Civil Procedure, and has entered the Final Judgment, or to require Xxxxxxxxx Xxxxxxx Beauty to pay any amounts in excess of the Settlement Fund (a judgment consistent with the exception of any modification to the terms, timing or proposed amount of any Fee Award or Incentive Award), the terms contained in this Settlement Agreement and any amendments thereto, may be terminated by either Party. Such termination may be effectuated by providing written election of the right to do so (“Termination Notice”) to the other Party within fourteen (14) days of any event triggering the right to terminate (as described above), including: (i) the Court’s refusal to grant Preliminary Approval of this Agreement in any all material respectrespects; and (iid) The Final Judgment has become Final, as defined above, or, if the Court’s refusal to grant final approval Court enters an Alternate Judgment, such Alternate Judgment becomes Final. 9.2 If some or all of the conditions specified in Paragraph 9.1 are not met, or if this Agreement in any material respect; (iii) the Court’s refusal to enter Final Approval Judgment in this Action in any material respect; (iv) the date upon which Final Approval Judgment is vacated, modified or reversed in any material respect not approved by the Court, the Illinois Appellate Court, the Illinois Supreme Court, or the Supreme Court of the United States; settlement set forth in this Agreement is terminated or (v) the date upon which an Alternate Judgment is vacated, modified or reversed in any material respect by the Court, the Illinois Appellate Court, the Illinois Supreme Court, or the Supreme Court of the United States. 2. If prior fails to the Final Approval Hearing, Persons who otherwise would be Settlement FILED DATE: 8/8/2024 8:04 AM 2022CH11832 Class Members have timely requested exclusion from the Settlement Class become effective in accordance with the provisions of the Preliminary Approval Order and the Notice given pursuant theretoits terms, and such Persons in the aggregate equal to or are greater than one percent of the Estimated Number of Class Members, CTBI shall have, in its sole and absolute discretion, the option to terminate then this Settlement by giving notice as set forth above, herein, Section XVI. 22. 3Agreement shall be canceled and terminated subject to Paragraph 6.1 unless Class Counsel and HHS’s Counsel mutually agree in writing to proceed with this Agreement. If any Party is in material breach of the terms of this Settlement Agreementhereof, then the any other Party, provided that it is in substantial compliance with the terms of this Agreement, may move to enforce the terms of or terminate this Settlement Agreement upon written on notice to all of the other Party.Settling Parties. Notwithstanding anything herein, the Parties agree that the Court’s failure to approve, in whole or in part, Class Counsel’s request for payment of attorneys’ fees, costs and/or expenses and/or the request for 4. 9.3 If this Agreement is terminated or fails to become effective, then including but not limited to, for the reasons set forth in Paragraphs 6.1 and 9.1-9.2 above, the Parties shall be restored to their respective positions in the Action as of the moment just prior to the signing of the Class Action Settlement Term Sheet and this Agreement, Agreement and the Class Action Settlement Term Sheet entered into between CTBI HHS and the Named Plaintiff Class Representative shall be canceledcancelled, null null, and void. In such event, any Final Approval Judgment or other order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante with respect to the Action as if this Agreement and the Class Action Settlement Term Sheet had never been entered into. If the Final Settlement Order and Judgment or any part of it is vacated, overturned, reversed, or rendered void as a result of an appeal, or the Settlement Agreement is voided, rescinded, or otherwise terminated for any other reason, Class Counsel shall within thirty (30) days repay to HHS, based upon written instructions provided by HHS’s Counsel, the full amount of the attorneys’ fees and costs paid to Class Counsel from the Settlement Fund, including any accrued interest. If the attorneys’ fees and costs awarded by the Court or any part of them are vacated, modified, reversed, or rendered void as a result of an appeal, Class Counsel shall within thirty (30) days repay to HHS, based upon written instructions provided by HHS’s Counsel, the attorneys’ fees and costs paid to Class Counsel and/or Class Representatives from the Settlement Fund, in the amount vacated or modified, including any accrued interest.