Defendants’ Walk-Away Right. 11.1.1. Without limiting any other rights set forth in this Settlement Agreement, if the number of timely, valid, and final Opt-Out submitted to the Settlement Administrator in accordance with § 10.1 exceed the termination right option number specified in a separate, confidential supplemental agreement between the Class Representatives and Defendants of even date with this Agreement (the “Supplemental Agreement”), BASF and Xxxxxx shall each have the absolute and unconditional option and right, in their sole good faith discretion, to unilaterally terminate and render null and void this Settlement Agreement by written notice of election to terminate to the Court and the Parties. The Supplemental Agreement will not be filed with the Court unless required by the Court or unless and until a dispute as between the Class Representatives and the Defendants concerning its interpretation or application arises. Should the Supplemental Agreement be filed with the Court, the Parties agree such filing shall be made under seal. The Fairness Hearing will be scheduled so as to permit the determination of this condition subsequent event and Defendants’ right to terminate. An election to terminate under this section must be exercised, if at all, no later than thirty (30) days after the Claims Determination Deadline.
Defendants’ Walk-Away Right
