Common use of Court Approval Clause in Contracts

Court Approval. 10.1 The Parties will notify the Court by October 12, 2023 that this Settlement Agreement has been signed and will request that the Court vacate the trial date for the Actions. The Parties agree that the Plaintiffs shall submit this Settlement Agreement to the Court and shall apply for entry of the Notice Approval Order after the Parties have notified the Court that this Settlement Agreement has been signed. 10.2 The Parties agree to recommend approval of the Settlement to the Court as fair and reasonable, and to undertake their best efforts to obtain approval of the Settlement. “Best efforts” includes that the Parties may not oppose any application for appellate review by one of the Parties in the event the Court denies preliminary or final approval. 10.3 The States shall draft the Motion for Approval of Notice requesting issuance of the Notice Approval Order, and shall provide that draft to Defense Counsel at least seven (7) days prior to filing it. 10.4 In accordance with the schedule set in the Notice Approval Order, the States shall draft the motion for Final Approval Order and Final Judgment and shall provide that draft to Defense Counsel at least seven (7) days before filing such motion with the Court. 10.5 In the event that the Settlement is not approved (following the exhaustion of any appellate review), then (a) this Settlement Agreement shall be null and void and of no force or effect; (b) any payments made to the Settlement Fund Escrow Account and the States’ Monetary Fund Escrow Account, including any and all interest earned thereon less monies expended toward settlement administration, notice, and taxes shall be returned to Google within 45 days from the date the Settlement Agreement becomes null and void; (c) any and all releases in this Settlement Agreement shall be of no force or effect; and (d) neither the Settlement Agreement nor any facts concerning its negotiation, discussion, terms, or documentation shall be referred to or used as evidence or for any other purpose whatsoever in the Actions or in any other action or proceeding. In such event, the Actions will proceed as if no settlement had been attempted; the Parties shall be returned to their respective litigation positions existing on September 5, 2023, so that the Parties may take any litigation steps that they otherwise would have been able to take absent the pendency of this Settlement; and the Parties will discuss whether any adjustments are needed in the schedules for their respective Actions.

Court Approval. 10.1 The Parties will notify 9.1.1 Class Counsel shall submit the Agreement together with its Exhibits to the Court by October 12, 2023 that this Settlement Agreement has been signed and will request that the Court vacate grant preliminary approval of the trial date Settlement, issue a Preliminary Approval Order, and schedule a hearing on whether the Settlement should be granted final approval (collectively, “Motion for Preliminary Approval”). 9.1.2 In the Actions. The Parties agree Motion for Preliminary Approval, Class Counsel shall request that the Plaintiffs shall submit this Settlement Agreement to the Court and shall apply schedule a Final Approval Hearing for a date no less than one hundred fifty (150) days from entry of the Notice Preliminary Approval Order after Order. 9.1.3 The date the Parties have notified Motion for Preliminary Approval is filed is the date by which the Settlement shall be deemed “filed” within the meaning of 28 U.S.C. § 1715. 9.1.4 If the Motion for Preliminary Approval is granted, Class Counsel shall be responsible for asking the Court that this Settlement Agreement has been signed. 10.2 The Parties agree to recommend grant final approval of the Settlement to the Court as fair and reasonable, and to undertake their best efforts to obtain approval of the Settlement. “Best efforts” includes that the Parties may not oppose any application for appellate review by one of the Parties in the event the Court denies preliminary or final approval. 10.3 The States shall draft the Motion for Approval of Notice requesting issuance of the Notice Approval Order, and shall provide that draft to Defense Counsel at least seven (7) days prior to filing it. 10.4 In accordance with the schedule set in the Notice Approval Order, the States shall draft the motion for enter a Final Approval Order and Final Judgment and shall provide that draft to Defense Counsel at least seven (7) days before filing such motion Judgment, in accordance with the Courtdate set by the Court for the Final Approval Hearing. 10.5 In 9.1.5 If the event that Court does not enter a Preliminary Approval Order or a Final Approval Order and Judgment or if the Settlement Final Approval Order is not approved (following the exhaustion of reversed or vacated, by any appellate review)court, then (a) this Settlement Agreement shall be null terminate and void and of no force or effect; (b) any payments made to the Settlement Fund Escrow Account and the States’ Monetary Fund Escrow Account, including any and all interest earned thereon less monies expended toward settlement administration, notice, and taxes shall be returned to Google within 45 days from the date the Settlement Agreement becomes null and void; (c) any and all releases in this Settlement Agreement shall be of no force or effect; and (d) neither , except as otherwise set forth in this Agreement, unless the Parties voluntarily agree to modify this Agreement in the manner necessary to obtain Court approval. If this Agreement is terminated, any portion of the Settlement Agreement nor any facts concerning its negotiation, discussion, terms, or documentation shall be referred to or used as evidence or for any other purpose whatsoever in the Actions or in any other action or proceeding. In such event, the Actions will proceed as if no settlement had been attempted; the Parties Fund remaining shall be returned to Defendants proportionally based on the amount of their respective litigation positions existing on September 5contributions to the Settlement Fund. Notwithstanding any provision of this Agreement, 2023, so that the Parties may take agree that any litigation steps that they otherwise would have been able decision by any court as to take absent any Fee Award to Class Counsel shall not prevent the pendency Agreement from becoming effective, prevent Final Judgment from being entered, or provide any grounds for termination of this the Agreement or the Settlement; and the Parties will discuss whether any adjustments are needed in the schedules for their respective Actions.

Court Approval. 10.1 The Parties will notify 9.1.1 Class Counsel shall submit the Agreement together with its Exhibits to the Court by October 12, 2023 that this Settlement Agreement has been signed and will request that the Court vacate grant preliminary approval of the trial date Settlement, issue a Preliminary Approval Order, and schedule a hearing on whether the Settlement should be granted final approval (collectively, “Motion for Preliminary Approval”). 9.1.2 In the Actions. The Parties agree Motion for Preliminary Approval, Class Counsel shall request that the Plaintiffs shall submit this Settlement Agreement to the Court and shall apply allow for a period of no less than ninety (90) days between entry of the Notice Preliminary Approval Order after and the Parties have notified Final Approval Hearing and that the Court that this Settlement Agreement has been signedschedule a Final Approval Hearing for a date no less than ninety (90) days from entry of the Preliminary Approval Order. 10.2 9.1.3 The Parties agree date the Motion for Preliminary Approval is filed is the date by which the Settlement shall be deemed “filed” within the meaning of 28 U.S.C. § 1715. 9.1.4 If the Motion for Preliminary Approval is granted, Class Counsel shall be responsible for asking the Court to recommend grant final approval of the Settlement to the Court as fair and reasonable, and to undertake their best efforts to obtain approval of the Settlement. “Best efforts” includes that the Parties may not oppose any application for appellate review by one of the Parties in the event the Court denies preliminary or final approval. 10.3 The States shall draft the Motion for Approval of Notice requesting issuance of the Notice Approval Order, and shall provide that draft to Defense Counsel at least seven (7) days prior to filing it. 10.4 In accordance with the schedule set in the Notice Approval Order, the States shall draft the motion for enter a Final Approval Order and Final Judgment and shall provide that draft to Defense Counsel at least seven (7) days before filing such motion Judgment, in accordance with the Courtdate set by the Court for the Final Approval Hearing. 10.5 In 9.1.5 If the event that Court does not enter a Preliminary Approval Order or a Final Approval Order and Judgment or if the Settlement Final Approval Order is not approved (following the exhaustion of reversed or vacated, by any appellate review)court, then (a) this Settlement Agreement shall be null terminate and void and of no force or effect; (b) any payments made to the Settlement Fund Escrow Account and the States’ Monetary Fund Escrow Account, including any and all interest earned thereon less monies expended toward settlement administration, notice, and taxes shall be returned to Google within 45 days from the date the Settlement Agreement becomes null and void; (c) any and all releases in this Settlement Agreement shall be of no force or effect; , except as otherwise set forth in this Agreement, unless the Parties voluntarily agree to modify this Agreement in the manner necessary to obtain Court approval. Notwithstanding any provision of this Agreement, the Parties agree that any decision by any court as to any Fee Award to Class Counsel or any separate payment to the Representative Plaintiff, described in Paragraphs 4.3 and (d) neither 5.1 above, including any decision by any court to award less than the Settlement amounts sought, shall not prevent the Agreement nor any facts concerning its negotiationfrom becoming effective, discussion, termsprevent Final Judgment from being entered, or documentation shall be referred to provide any grounds for termination of the Agreement or used as evidence or for any other purpose whatsoever in the Actions or in any other action or proceeding. In such event, the Actions will proceed as if no settlement had been attempted; the Parties shall be returned to their respective litigation positions existing on September 5, 2023, so that the Parties may take any litigation steps that they otherwise would have been able to take absent the pendency of this Settlement; and the Parties will discuss whether any adjustments are needed in the schedules for their respective Actions.

Court Approval. 10.1 The Parties will notify the Court by October 1210.1.1 On or before July 24, 2023 that this Settlement Agreement has been signed and will request that the Court vacate the trial date for the Actions. The Parties agree that the Plaintiffs 2020, Class Counsel shall submit this Settlement Agreement together with its Exhibits to the Court and request that the Court grant preliminary approval of the Settlement, issue a Preliminary Approval Order, and schedule a Final Approval Hearing on whether the Settlement should be granted final approval (collectively hereinafter, the “Motion for Preliminary Approval”). 10.1.2 In the Motion for Preliminary Approval, Class Counsel shall apply request that the Court allow for a period of at least ninety (90) days between the Notice Date and the Final Approval Hearing. 10.1.3 Defendants agree not to oppose, directly or indirectly, the Motion for Preliminary Approval or the entry of the Notice Preliminary Approval Order after on any grounds, including but not limited to by contesting the Class Representatives’ standing or the Court’s jurisdiction over the Parties have notified or the Action. 10.1.4 If the Motion for Preliminary Approval is granted, Class Counsel shall be responsible for asking the Court that this Settlement Agreement has been signed. 10.2 The Parties agree to recommend grant final approval of the Settlement to the Court as fair and reasonable, and to undertake their best efforts to obtain approval of the Settlement. “Best efforts” includes that the Parties may not oppose any application for appellate review by one of the Parties in the event the Court denies preliminary or final approval. 10.3 The States shall draft the Motion for Approval of Notice requesting issuance of the Notice Approval Order, and shall provide that draft to Defense Counsel at least seven (7) days prior to filing it. 10.4 In accordance with the schedule set in the Notice Approval Order, the States shall draft the motion for enter a Final Approval Order and Final Judgment and shall provide that draft to Defense Counsel at least seven (7) days before filing such motion Judgment, in accordance with the Courtdate set by the Court for the Final Approval Hearing. 10.5 In 10.1.5 If the event that Court does not enter a Preliminary Approval Order or a Final Approval Order and Judgment in all material respects as set forth herein, or if the Settlement Final Approval Order is not approved (following the exhaustion of reversed, vacated, overturned, or rendered void by any appellate review)court, then (a) this Settlement Agreement shall be null terminate and void and of no force or effect; (b) any payments made to the Settlement Fund Escrow Account and the States’ Monetary Fund Escrow Account, including any and all interest earned thereon less monies expended toward settlement administration, notice, and taxes shall be returned to Google within 45 days from the date the Settlement Agreement becomes null and void; (c) any and all releases in this Settlement Agreement shall be of no force or effect; and (d) neither , except as otherwise set forth in this Agreement, unless the Parties voluntarily agree to modify this Agreement in the manner necessary to obtain Court approval. In the event of any such termination after Xxxxx has paid the Settlement Fund Amount to create the Settlement Fund in accordance with this Agreement, then the entire Settlement Fund shall belong to and revert back to Everi. Notwithstanding any provision of this Agreement, the Parties agree that any decision by any court as to any Fee Award or any Service Awards to the Class Representatives, described in Section 5 above, including any decision by any court to award less than the amounts sought, shall not prevent the Agreement nor any facts concerning its negotiationfrom becoming effective, discussion, termsprevent Final Judgment from being entered, or documentation shall be referred provide any grounds for termination of the Agreement or the Settlement. 10.1.6 If the Court does not enter a Preliminary Approval Order on the grounds that the Representative Plaintiffs lack standing or that it lacks subject-matter jurisdiction over the Action, the Parties agree to thereafter seek approval of this Settlement Agreement in a state or used federal court in Florida. As such, if the Court does not enter a Preliminary Approval Order on the grounds that the Representative Plaintiffs lack standing or that it lacks subject-matter jurisdiction over the Action, the Parties agree to proceed with this Settlement without material alteration except as evidence necessary to accommodate a change of the jurisdiction and setting to an appropriate Florida federal or for any other purpose whatsoever in the Actions or in any other action or proceedingstate court. In such an event, the Actions will proceed as if no settlement had been attempted; the Parties shall work in good faith to facilitate the Settlement, promptly secure its preliminary and final approval from the state court, and promptly carry out its terms; to the extent additional notice is required, the costs of notice and administration of any settlement presented for approval to the Florida court shall be returned to their respective litigation positions existing on September 5, 2023, so that exclusively borne by the Parties may take any litigation steps that they otherwise would have been able to take absent the pendency of this Settlement; and the Parties will discuss whether any adjustments are needed in the schedules for their respective ActionsSettlement Fund.

Court Approval. 10.1 The Parties will notify the Court by October 12, 2023 that this Settlement Agreement has been signed and will request that the Court vacate the trial date for the Actions. The Parties agree that the Plaintiffs shall submit this Settlement Agreement Co-Lead Counsel agrees to seek approval of the Court and will use reasonable efforts to secure that approval as promptly as possible. Upon Court approval and the exhaustion of all available appeals from said approval, this Agreement will become final (“Final Approval”). Except as provided below, no disbursement from the Payment will be made unless and until Final Approval has occurred and the Court has approved such disbursement. MasterCard shall apply for entry make the Payment on the Payment Date regardless of whether Final Approval of the Notice Approval Order after Agreement occurs on or before the Parties have notified the Court that this Settlement Agreement has been signed. 10.2 The Parties agree to recommend approval of the Settlement to the Court as fair and reasonable, and to undertake their best efforts to obtain approval of the SettlementPayment Date. “Best efforts” includes that the Parties may not oppose any application for appellate review by one of the Parties in the event the Court denies preliminary or final approval. 10.3 The States shall draft the Motion for Approval of Notice requesting issuance of the Notice Approval Order, and shall provide that draft to Defense Counsel at least seven (7) days prior to filing it. 10.4 In accordance with the schedule set in the Notice Approval Order, the States shall draft the motion for Final Approval Order and Final Judgment and shall provide that draft to Defense Counsel at least seven (7) days before filing such motion with the Court. 10.5 In the event that Final Approval of this Agreement does not occur on or before December 22, 2009 or the subsequent dates for such settlement payments under the Settlement is not approved (following the exhaustion of any appellate review)Agreement, then (aMasterCard’s December 22, 2009 payment obligation of $100 million pursuant to Section 3(a) this of the Settlement Agreement or such subsequent payment(s) under the Settlement Agreement that become due under Section 3(a) of the Settlement Agreement shall be deemed to have been made and the $100 million settlement payment for such year may be withdrawn from the MasterCard Qualified Settlement Fund by Co-Lead Counsel on or after the date that such settlement payment was to be paid under Section 3(a) of the Settlement Agreement in full satisfaction of MasterCard’s obligation to make a settlement payment for such year. In the event that Final Approval of this Agreement is not obtained as a result of a rejection of the Agreement by the Court or, if approved, rejected as a result of an appeal of said Court approval, then and only then, shall this Agreement become null and void and of no force or effect; (b) Plaintiffs shall return the Payment with any payments accrued interest less any reductions that were made to the Payment pursuant to MasterCard’s payment obligations under Section 3(a) of the Settlement Fund Escrow Account Agreement. Should this Agreement so become null and void, all the States’ Monetary Fund Escrow Account, including any and all interest earned thereon less monies expended toward settlement administration, notice, and taxes shall be returned to Google within 45 days from the date terms of the Settlement Agreement becomes null shall remain in full force and void; (c) any and all releases in this Settlement Agreement shall be of no force or effect; and (d) neither the Settlement Agreement nor any facts concerning its negotiation, discussion, terms, or documentation shall be referred to or used as evidence or for any other purpose whatsoever in the Actions or in any other action or proceeding. In such event, the Actions will proceed as if no settlement had been attempted; the Parties shall be returned to their respective litigation positions existing on September 5, 2023, so that the Parties may take any litigation steps that they otherwise would have been able to take absent the pendency of this Settlement; and the Parties will discuss whether any adjustments are needed in the schedules for their respective Actions.

Court Approval. 10.1 The Parties will notify 9.1.1 Class Counsel shall submit the Agreement together with its Exhibits to the Court by October 12, 2023 that this Settlement Agreement has been signed and will request that the Court vacate grant preliminary approval of the trial date Settlement, issue a Preliminary Approval Order, and schedule a hearing on whether the Settlement should be granted final approval (collectively, “Motion for Preliminary Approval”). 9.1.2 In the Actions. The Parties agree Motion for Preliminary Approval, Class Counsel shall request that the Plaintiffs shall submit this Settlement Agreement to the Court and shall apply allow for a period of no less than ninety (90) days between entry of the Notice Preliminary Approval Order after and the Parties have notified Final Approval Hearing and that the Court that this Settlement Agreement has been signedschedule a Final Approval Hearing for a date no less than ninety (90) days from entry of the Preliminary Approval Order. 10.2 9.1.3 The Parties agree date the Motion for Preliminary Approval is filed is the date by which the Settlement shall be deemed “filed” within the meaning of 28 U.S.C. § 1715. 9.1.4 If the Motion for Preliminary Approval is granted, Class Counsel shall be responsible for asking the Court to recommend grant final approval of the Settlement to the Court as fair and reasonable, and to undertake their best efforts to obtain approval of the Settlement. “Best efforts” includes that the Parties may not oppose any application for appellate review by one of the Parties in the event the Court denies preliminary or final approval. 10.3 The States shall draft the Motion for Approval of Notice requesting issuance of the Notice Approval Order, and shall provide that draft to Defense Counsel at least seven (7) days prior to filing it. 10.4 In accordance with the schedule set in the Notice Approval Order, the States shall draft the motion for enter a Final Approval Order and Final Judgment and shall provide that draft to Defense Counsel at least seven (7) days before filing such motion Judgment, in accordance with the Courtdate set by the Court for the Final Approval Hearing. 10.5 In 9.1.5 If the event that Court does not enter a Preliminary Approval Order or a Final Approval Order and Judgment, or if the Settlement Final Approval Order is not approved (following the exhaustion of reversed or vacated by any appellate review)court, then (a) this Settlement Agreement shall be null terminate and void and of no force or effect; (b) any payments made to the Settlement Fund Escrow Account and the States’ Monetary Fund Escrow Account, including any and all interest earned thereon less monies expended toward settlement administration, notice, and taxes shall be returned to Google within 45 days from the date the Settlement Agreement becomes null and void; (c) any and all releases in this Settlement Agreement shall be of no force or effect; and (d) neither , except as otherwise set forth in this Agreement, unless the Parties voluntarily agree to modify this Agreement in the manner necessary to obtain Court approval. If this Agreement is terminated, any portion of the Settlement Agreement nor any facts concerning its negotiation, discussion, terms, or documentation Fund remaining shall be referred promptly in response to or used as evidence or for any other purpose whatsoever in the Actions or in any other action or proceeding. In such event, the Actions will proceed as if no settlement had been attempted; the Parties shall Defendants’ request be returned to their respective litigation positions existing on September 5Defendants. Notwithstanding any provision of this Agreement, 2023, so that the Parties may take agree that any litigation steps that they otherwise would have been able decision by any court as to take absent any Fee Award to Class Counsel or payment to Representative Plaintiff, including any decision by any court to award less than the pendency amounts sought, shall not prevent the Agreement from becoming effective, prevent Final Judgment from being entered, or provide any grounds for termination of this the Agreement or the Settlement; and the Parties will discuss whether any adjustments are needed in the schedules for their respective Actions.

Court Approval. 10.1 The 1. Promptly after executing this Agreement, the Parties will notify submit to the Court by October 12the Agreement, 2023 that this Settlement Agreement has been signed together with its exhibits, and will request that the Court vacate the trial date for the Actions. The Parties agree that the Plaintiffs shall submit this Settlement Agreement to the Court and shall apply for entry of the Notice Approval Order after the Parties have notified the Court that this Settlement Agreement has been signed. 10.2 The Parties agree to recommend grant preliminary approval of the Settlement to the Court as fair and reasonableproposed Agreement, and to undertake their best efforts to obtain approval of the Settlement. “Best efforts” includes that the Parties may not oppose any application for appellate review by one of the Parties in the event the Court denies preliminary or final approval. 10.3 The States shall draft the Motion for Approval of Notice requesting issuance of the Notice issue a Preliminary Approval Order, and schedule a Final Approval Hearing to determine whether the Agreement should be granted final approval, whether an application for attorneys’ fees and costs should be granted, and whether an application for service awards should be granted. As part of the preliminary-approval motion, the Parties will request that the Court certify the Settlement Class provisionally for settlement purposes and formally to appoint Class Counsel. The Parties intend and acknowledge that any such certification and appointment would be for purposes of the Agreement only, and not effective in continuing litigation between the Parties, if any. 2. A Final Settlement Hearing to determine final approval of the Agreement shall provide that draft be scheduled as soon as practicable, subject to Defense Counsel at least seven the calendar of the Court, but no sooner than one hundred fifty (7150) days prior to filing it. 10.4 In accordance with after the schedule set in Preliminary Approval Date. Upon final approval of the Notice Approval OrderAgreement by the Court at or after the Final Settlement Hearing, the States Parties shall draft seek and obtain from the motion for Court the Final Settlement Approval Order and Judgment. 3. Objecting Class Members may appear at the Final Judgment Approval Hearing and be heard, subject to the provisions of paragraph K above. The Parties shall provide that draft have the right, but not the obligation, either jointly or individually, to Defense Counsel at least seven (7) days before filing such motion with respond to any objection. 4. If this Agreement is not given final approval by the Court. 10.5 In , the event that Parties will seek in good faith to revise the Settlement is not approved (following Agreement as needed to obtain Court approval. Failing this, the exhaustion of any appellate review), then (a) this Settlement Agreement shall Parties will be null and void and of no force or effect; (b) any payments made restored to the Settlement Fund Escrow Account and the States’ Monetary Fund Escrow Account, including any and all interest earned thereon less monies expended toward settlement administration, notice, and taxes shall be returned to Google within 45 days from the date the Settlement Agreement becomes null and void; (c) any and all releases in this Settlement Agreement shall be of no force or effect; and (d) neither the Settlement Agreement nor any facts concerning its negotiation, discussion, terms, or documentation shall be referred to or used as evidence or for any other purpose whatsoever their respective places in the Actions or in any other action or proceedinglitigation. In such event, the Actions terms and provisions of this Agreement will proceed as if have no settlement had been attempted; further force and effect with respect to the Parties shall and will not be returned to their respective litigation positions existing on September 5used in this or in any other proceeding for any purposes, 2023, so that and any judgment or order entered by the Parties may take any litigation steps that they otherwise would have been able to take absent Court in accordance with the pendency terms of this Settlement; and the Parties Agreement will discuss whether any adjustments are needed in the schedules for their respective Actionsbe treated as vacated.

Court Approval. 10.1 The Parties will notify the Court by October 12, 2023 that this Settlement Agreement has been signed and will request that the Court vacate the trial date for the Actions. The Parties agree that the Plaintiffs shall submit this Settlement Agreement Co-Lead Counsel agrees to seek approval of the Court and will use reasonable efforts to secure that approval as promptly as possible. Upon Court approval and the exhaustion of all available appeals from said approval, this Agreement will become final (“Final Approval”). Except as provided below, no disbursement from the Payment will be made unless and until Final Approval has occurred and the Court has approved such disbursement. Visa shall apply for entry make the Payment on the Payment Date regardless of whether Final Approval of the Notice Approval Order after Agreement occurs on or before the Parties have notified the Court that this Settlement Agreement has been signed. 10.2 The Parties agree to recommend approval of the Settlement to the Court as fair and reasonable, and to undertake their best efforts to obtain approval of the SettlementPayment Date. “Best efforts” includes that the Parties may not oppose any application for appellate review by one of the Parties in the event the Court denies preliminary or final approval. 10.3 The States shall draft the Motion for Approval of Notice requesting issuance of the Notice Approval Order, and shall provide that draft to Defense Counsel at least seven (7) days prior to filing it. 10.4 In accordance with the schedule set in the Notice Approval Order, the States shall draft the motion for Final Approval Order and Final Judgment and shall provide that draft to Defense Counsel at least seven (7) days before filing such motion with the Court. 10.5 In the event that Final Approval of this Agreement does not occur on or before December 22, 2009, or the subsequent dates for such settlement payments under the Settlement is not approved (following the exhaustion of any appellate review)Agreement, then (aVisa’s December 22, 2009 payment obligation of $200 million pursuant to Section 3(a) this of the Settlement Agreement or such subsequent payment(s) under the Settlement Agreement that become due under Section 3(a) of the Settlement Agreement shall be deemed to have been made and the $200 million settlement payment for such year may be withdrawn from the Visa Qualified Settlement Fund by Co-Lead Counsel on or after the date that such settlement payment was to be paid under Section 3(a) of the Settlement Agreement in full satisfaction of Visa’s obligation to make a settlement payment for such year. In the event that Final Approval of this Agreement is not obtained as a result of a rejection of the Agreement by the Court or, if approved, rejected as a result of an appeal of said Court approval, then and only then, shall this Agreement become null and void and of no force or effect; (b) Plaintiffs shall return the Payment with any payments accrued interest less any reductions that were made to the Payment pursuant to Visa’s payment obligations under Section 3(a) of the Settlement Fund Escrow Account and the States’ Monetary Fund Escrow Account, including any and all interest earned thereon less monies expended toward settlement administration, noticeAgreement, and taxes any portion of that sum that Plaintiffs fail to return to Visa shall be returned to Google within 45 days deducted from any remaining Visa payment obligations under Section 3(a). Should this Agreement so become null and void, all the date terms of the Settlement Agreement becomes null shall remain in full force and void; (c) any and all releases in this Settlement Agreement shall be of no force or effect; and (d) neither the Settlement Agreement nor any facts concerning its negotiation, discussion, terms, or documentation shall be referred to or used as evidence or for any other purpose whatsoever in the Actions or in any other action or proceeding. In such event, the Actions will proceed as if no settlement had been attempted; the Parties shall be returned to their respective litigation positions existing on September 5, 2023, so that the Parties may take any litigation steps that they otherwise would have been able to take absent the pendency of this Settlement; and the Parties will discuss whether any adjustments are needed in the schedules for their respective Actions.

Court Approval. 10.1 The Parties will notify 9.1.1 Class Counsel shall submit the Agreement together with its Exhibits to the Court by October 12, 2023 that this Settlement Agreement has been signed and will request that the Court vacate grant preliminary approval of the trial date Settlement, issue a Preliminary Approval Order, and schedule a hearing on whether the Settlement should be granted final approval (collectively, “Motion for Preliminary Approval”). 9.1.2 In the Actions. The Parties agree Motion for Preliminary Approval, Class Counsel shall request that the Plaintiffs shall submit this Settlement Agreement to the Court and shall apply allow for a period of no less than ninety (90) days between entry of the Notice Preliminary Approval Order after and the Parties have notified Final Approval Hearing and that the Court that this Settlement Agreement has been signedschedule a Final Approval Hearing for a date no less than ninety (90) days from entry of the Preliminary Approval Order. 10.2 9.1.3 The Parties agree date the Motion for Preliminary Approval is filed is the date by which the Settlement shall be deemed “filed” within the meaning of 28 U.S.C. § 1715. 9.1.4 If the Motion for Preliminary Approval is granted, Class Counsel shall be responsible for asking the Court to recommend grant final approval of the Settlement to the Court as fair and reasonable, and to undertake their best efforts to obtain approval of the Settlement. “Best efforts” includes that the Parties may not oppose any application for appellate review by one of the Parties in the event the Court denies preliminary or final approval. 10.3 The States shall draft the Motion for Approval of Notice requesting issuance of the Notice Approval Order, and shall provide that draft to Defense Counsel at least seven (7) days prior to filing it. 10.4 In accordance with the schedule set in the Notice Approval Order, the States shall draft the motion for enter a Final Approval Order and Final Judgment and shall provide that draft to Defense Counsel at least seven (7) days before filing such motion Judgment, in accordance with the Courtdate set by the Court for the Final Approval Hearing. 10.5 In 9.1.5 If the event that Court does not enter a Preliminary Approval Order or a Final Approval Order and Judgment or if the Settlement Final Approval Order is not approved (following the exhaustion of reversed or vacated, by any appellate review)court, then (a) this Settlement Agreement shall be null terminate and void and of no force or effect; (b) any payments made to the Settlement Fund Escrow Account and the States’ Monetary Fund Escrow Account, including any and all interest earned thereon less monies expended toward settlement administration, notice, and taxes shall be returned to Google within 45 days from the date the Settlement Agreement becomes null and void; (c) any and all releases in this Settlement Agreement shall be of no force or effect; , except as otherwise set forth in this Agreement, unless the Parties voluntarily agree to modify this Agreement in the manner necessary to obtain Court approval. Notwithstanding any provision of this Agreement, the Parties agree that any decision by any court as to any Fee Award to Class Counsel or any separate payment to the Representative Plaintiffs, described in Paragraphs 4.3 and (d) neither 5.1 above, including any decision by any court to award less than the Settlement amounts sought, shall not prevent the Agreement nor any facts concerning its negotiationfrom becoming effective, discussion, termsprevent Final Judgment from being entered, or documentation shall be referred to provide any grounds for termination of the Agreement or used as evidence or for any other purpose whatsoever in the Actions or in any other action or proceeding. In such event, the Actions will proceed as if no settlement had been attempted; the Parties shall be returned to their respective litigation positions existing on September 5, 2023, so that the Parties may take any litigation steps that they otherwise would have been able to take absent the pendency of this Settlement; and the Parties will discuss whether any adjustments are needed in the schedules for their respective Actions.

Court Approval. 10.1 The Parties a. Plaintiff will notify move for an order conditionally certifying the Court by October 12Class for purposes of the Settlement only, 2023 that this Settlement Agreement has been signed and will request that giving Preliminary Approval of the Court vacate the trial Settlement, setting a date for the ActionsFinal Approval Hearing, and approving the Notice and Exclusion Form. b. Following the Preliminary Approval Order, if Defendant does not exercise its right to cancel the Settlement solely as provided for herein, a motion for final approval of the Settlement will be filed by Class Counsel, which, if not separately filed by Class Counsel, will include a request for the Attorney Fees Award, Costs Award, and Class Representative Enhancement Payment to Plaintiff as provided for herein, which Defendant will not oppose. The Parties agree that the Plaintiffs shall submit this Settlement Agreement to the Court and shall apply for entry of the Notice Approval Order after the Parties have notified the Court that this Settlement Agreement has been signed. 10.2 The Parties agree take all steps as may be reasonably necessary to recommend secure final approval of the Settlement to as quickly c. If the Court as fair and reasonable, and to undertake their best efforts to obtain does not grant preliminary approval and/or final approval of the Settlement. “Best efforts” includes that , or if the Parties may not oppose any application for appellate review by one of the Parties in the event the Court denies preliminary or final approval. 10.3 The States shall draft the Motion for Approval of Notice requesting issuance of the Notice Approval Order, and shall provide that draft to Defense Counsel at least seven (7) days prior to filing it. 10.4 In accordance with the schedule set in the Notice Approval Order, the States shall draft the motion for Court's Final Approval Order and Final Judgment Judgement are reversed or materially modified on appeal, then this Settlement will become null and shall provide that draft to Defense Counsel at least seven (7) days before filing such motion with the Courtvoid. 10.5 d. In the event that the Settlement is not approved (following Court declines to enter the exhaustion of any appellate review)Final Approval Order and Final Judgment, then (a) this Settlement Agreement shall be null and void and any order or judgment entered by the Court in furtherance of no force or effect; (b) any payments made to the Settlement Fund Escrow Account and the States’ Monetary Fund Escrow Account, including any and all interest earned thereon less monies expended toward settlement administration, notice, and taxes shall be returned to Google within 45 days from the date the Settlement Agreement becomes null and void; (c) any and all releases in this Settlement Agreement shall be of no force or effect; and (d) neither the Settlement Agreement nor any facts concerning its negotiation, discussion, terms, or documentation shall be referred to or used treated as evidence or for any other purpose whatsoever in the Actions or in any other action or proceedingvoid. In such eventa case, the Actions will proceed as if no settlement had been attempted; the Parties and any funds to be awarded under this Settlement shall be returned to their respective litigation positions existing on September 5, 2023, so that statuses as of the Parties may take any litigation steps that they otherwise would have been able date and time immediately prior to take absent the pendency execution of this Settlement; Agreement, and the Parties will discuss whether shall proceed in all respects as if this Agreement had not been executed, except that any adjustments are needed fees and expenses already reasonably incurred by the Settlement Administrator shall be paid by Defendant. e. The Parties agree that, in the schedules for their respective Actionsevent the Settlement is not approved by the Court, or if the Settlement is terminated by either Party under the provisions of this Agreement, the Parties will request that the Court reopen proceedings within fourteen (14) calendar days. However, the Parties will first work to effectuate the intent of the Memorandum of Understanding, executed on January 19, 2022.

Court Approval. 10.1 The 14.1 After executing this Agreement, the Parties will notify submit to the Court by October 12the Agreement, 2023 that this Settlement Agreement has been signed and will request that the Court vacate enter the trial date Preliminary Approval Order substantially in the form of the proposed order attached as Exhibit 5. In the Motion for the Actions. The Parties agree Preliminary Approval, Plaintiff will request that the Plaintiffs shall submit this Settlement Agreement to the Court and shall apply for entry of the Notice Approval Order after the Parties have notified the Court that this Settlement Agreement has been signed. 10.2 The Parties agree to recommend grant preliminary approval of the Settlement to proposed Settlement, provisionally certify the Court as fair Class for settlement purposes and reasonableappoint Class Counsel, approve the forms of Notice and find that the Notice Plan satisfies due process and Rule 23 of the Federal Rules of Civil Procedure, and schedule a Final Approval Hearing to undertake their best efforts determine whether the Settlement should be granted final approval, whether an application for attorneys’ fees and costs should be granted, and whether an application for a service award should be granted. 14.2 A Final Approval Hearing to obtain determine final approval of the SettlementAgreement shall be scheduled no sooner than 116 calendar days after the Preliminary Approval Date, or another date ordered by the Court. “Best efforts” includes If the Court issues the Preliminary Approval Order and all other conditions precedent of the Settlement have been satisfied, no later than fourteen (14) calendar days before the Final Approval Hearing and eighteen (18) calendar days after the Objection Deadline, the Parties will request, individually or collectively, that the Parties may not oppose any application for appellate review by one of the Parties in the event the Court denies preliminary or final approval. 10.3 The States shall draft the Motion for Approval of Notice requesting issuance of the Notice Approval Order, and shall provide that draft to Defense Counsel at least seven (7) days prior to filing it. 10.4 In accordance with the schedule set in the Notice Approval Order, the States shall draft the motion for enter a Final Approval Order substantially in the form of the proposed order attached as Exhibit 3, with Class Counsel filing a memorandum of points and authorities in support of the motion. Xxxxx may, but is not required to, file a memorandum in support of the motion. 14.3 This Agreement is subject to and conditioned upon the issuance by the Court of the Judgment and Final Judgment Approval Order that finally certifies the Class for the purposes of this Settlement, grants final approval of the Agreement, and shall provide that draft to Defense Counsel at least seven (7) days before filing such motion with provides the Court. 10.5 In the event that the Settlement is not approved (following the exhaustion of any appellate review)relief specified herein, then (a) this Settlement Agreement which relief shall be null and void and of no force or effect; (b) any payments made subject to the Settlement Fund Escrow Account terms and conditions of the Agreement and the StatesParties’ Monetary Fund Escrow Accountperformance of their continuing rights and obligations hereunder. Failing this, including any and all interest earned thereon less monies expended toward settlement administrationsubject to Section 7.5, notice, and taxes shall the Parties will be returned restored to Google within 45 days from the date the Settlement Agreement becomes null and void; (c) any and all releases in this Settlement Agreement shall be of no force or effect; and (d) neither the Settlement Agreement nor any facts concerning its negotiation, discussion, terms, or documentation shall be referred to or used as evidence or for any other purpose whatsoever their respective places in the Actions or in any other action or proceedingAction. In such event, the Actions terms and provisions of this Agreement will proceed as if have no settlement had been attempted; further force or effect with respect to the Parties shall and will not be returned to their respective litigation positions existing on September 5used in this or any other proceeding for any purposes, 2023, so that and any judgment or order entered by the Parties may take any litigation steps that they otherwise would have been able to take absent Court in accordance with the pendency terms of this Settlement; and the Parties Agreement will discuss whether any adjustments are needed in the schedules for their respective Actionsbe treated as vacated.

Court Approval. 10.1 The Parties will notify the Court by October 12, 2023 that this Settlement Agreement has been signed and will request that the Court vacate the trial date for the Actions. The Parties agree that the Plaintiffs shall submit this Settlement Agreement to the Court and shall apply for entry of the Notice Approval Order after the Parties have notified the Court that this Settlement Agreement has been signed. 10.2 11 7.1 The Parties agree to recommend approval of the Settlement to the Court as fair and reasonable, 12 reasonable and to undertake their best efforts to obtain approval of the Settlementsuch approval. “Best efforts” includes that the 13 Parties may not oppose any application for appellate review by one of the Parties in the event the Court 14 denies preliminary or final approval. The Parties therefore agree that, by no later than February 28, 15 2020, the Named Plaintiffs shall submit this Settlement Agreement, together with its exhibits, to the 16 Court and shall apply for entry of the Preliminary Approval Order. 10.3 The States 17 7.2 Class Counsel shall draft the Motion for Preliminary Approval of Notice requesting issuance of 18 the Notice Preliminary Approval OrderOrder as soon as practicable after execution of this Settlement Agreement, 19 and shall provide that draft to Defense Counsel at least seven fourteen (714) days prior to before filing itthe Motion with the 20 Court. The Motion for Preliminary Approval shall be written in a neutral manner that does not contain 21 inflammatory language about the Parties or their perceived conduct in the Actions. 10.4 22 7.3 Upon filing of the Motion for Preliminary Approval, Apple shall provide timely notice 23 of the Settlement as required by the Class Action Fairness Act, 28 U.S.C. § 1711, et seq. 24 7.4 In accordance with the schedule set in the Notice Preliminary Approval Order, the States Class Counsel 25 shall draft the motion for Final Approval Order and Final Judgment and shall provide that draft to Defense 26 Counsel at least seven ten (710) days before filing such motion with the Court. 10.5 27 7.5 In the event that the Settlement is not approved (following the exhaustion of any 28 appellate review), then (a) this Settlement Agreement shall be null and void and of no force or effect; , 1 (b) any payments made to the Settlement Fund Escrow Account and the States’ Monetary Fund Escrow AccountAdministrator, including any and all interest earned thereon 2 less monies expended toward settlement administrationadministration and/or Settlement Funds, notice, and taxes shall be returned to Google 3 Apple within 45 ten (10) days from the date the Settlement Agreement becomes null and void; , (c) any and all releases in this Settlement Agreement 4 release shall be of no force or effect; , and (d) neither the Settlement Agreement nor any facts concerning its negotiation, discussion, terms, or documentation shall may not be referred to or used as evidence 5 or for any other purpose whatsoever in the Actions or in any other action or proceeding. In such event, the Actions 6 each Action will proceed as if no settlement had has been attempted; , and the Parties shall be returned to 7 their respective litigation positions procedural postures existing on September 5, 2023the date the Settlement is executed, so that the Parties 8 may take any such litigation steps that they otherwise would have been able to take absent the pendency of 9 this Settlement; . However, any reversal, vacatur, or modification on appeal of (a) any amount of the 10 Attorneys’ Fees and Expenses awarded by the Parties will discuss whether Court to Class Counsel, or (b) any adjustments are needed determination by the 11 Court to award less than the amounts requested in the schedules Attorneys’ Fees and Expenses or Named Plaintiff 12 Service Awards shall not give rise to any right of termination or otherwise serve as a basis for their respective Actions13 termination of this Settlement.