Common use of Effect of a Termination Clause in Contracts

Effect of a Termination. 170. The grounds upon which this Agreement may be terminated are set forth in paragraphs 166 and 167 hereof. In the event of a termination as provided therein, this Agreement shall be considered null and void; all of TD Bank’s obligations under the Settlement shall cease to be of any force and effect; all amounts in the Settlement Fund shall be returned to TD Bank in accordance with paragraph 168 hereof; and the Parties shall return to the status quo ante in the Action as if the Parties had not entered into this Agreement. In addition, in the event of such a termination, all of the Parties’ respective pre-Settlement claims and defenses will be preserved, including, but not limited to, Plaintiffs’ rights to seek certification of one or more litigation classes and TD Bank’s rights to oppose certification, or seek decertification, of any litigation class on any grounds. 171. In the event of a termination as provided in paragraph 166 and/or 167 hereof, and after payment of any invoices or other fees or expenses mentioned in this Agreement that have been incurred and are due to be paid from the Escrow Account, the Escrow Agent shall return the balance of the Settlement Fund to TD Bank within seven days of termination. Except in the event any term of this Agreement has been breached, TD Bank shall have no right to seek reimbursement from Plaintiffs or Class Counsel for any funds disbursed from the Escrow Account pursuant to paragraph 168 hereof or for any invoices or other fees or expenses mentioned in this Agreement that have been incurred and are due to be paid from the Escrow Account.

Effect of a Termination. 17087. The grounds upon which this Agreement may be terminated are set forth in paragraphs 166 Paragraphs 84, 85, and 167 hereof86. In the event of a termination as provided therein, this Agreement shall be considered null and void; all of TD BankSPE’s obligations under the Settlement Agreement shall cease to be of any force and effect; all the amounts in the Preventive Measures Claims Settlement Administration Fund shall be returned to TD Bank SPE in accordance with paragraph 168 hereofParagraph 88; and the Parties shall return to the status quo ante in the Action as if the Parties had not entered into this Agreement. In addition, in the event of such a termination, all of the Parties’ respective pre-Settlement claims and defenses will be preserved, including, but not limited to, Plaintiffs’ rights right to seek class certification of one or more litigation classes and TD BankSPE’s rights right to oppose class certification, or seek decertification, of any litigation class on any grounds. 171. 88. In the event of a termination as provided in paragraph 166 Paragraphs 84, 85, and/or 167 hereof, and after payment of any invoices or other fees or expenses mentioned in this Agreement that have been incurred and are due to be paid from the Escrow Account86, the Escrow Agent Settlement Administrator shall return the balance of the Preventive Measures Claims Settlement Administration Fund to TD Bank SPE within seven days of receiving notice of the termination. 89. Except In the event the Settlement is terminated in accordance with the provisions of Paragraphs 84, 85, and/or 86, any discussions, offers, or negotiations associated with this Settlement shall not be discoverable or offered into evidence or used in the event Action or any term of other action or proceeding for any purpose. In such event, all Parties to the Action shall stand in the same position as if this Agreement has had not been breachednegotiated, TD Bank made, or filed with the Court. 90. The Settlement shall have no right to seek reimbursement from Plaintiffs or Class Counsel for any funds disbursed from become effective on the Escrow Account pursuant to paragraph 168 hereof or for any invoices or other fees or expenses mentioned Effective Date unless earlier terminated in this Agreement that have been incurred and are due to be paid from accordance with the Escrow Accountprovisions of Paragraph 84, 85, and/or 86.

Effect of a Termination. 17095. The grounds upon which this Agreement may be terminated are set forth in paragraphs 166 and 167 hereofherein above. In the event of a termination as provided thereintermination, this Agreement shall be considered null and void; all of TD BankPlaintiff’s, Class Counsel’s, and Capital One’s obligations under the Settlement shall cease to be of any force and effect; all amounts in the Settlement Fund shall be returned to TD Bank in accordance with paragraph 168 hereof; and the Parties shall return to the status quo ante in the Action as if the Parties had not entered into this Agreement. In addition, in the event of such a termination, all of the Parties’ respective pre-Settlement rights, claims and defenses will be retained and preserved, including, but not limited to, Plaintiffs’ rights to seek certification of one or more litigation classes and TD Bank’s rights to oppose certification, or seek decertification, of any litigation class on any grounds. 171. 96. In the event of a termination as provided in paragraph 166 and/or 167 hereoftermination, and after Capital One shall have no right to seek reimbursement from Plaintiff’s Class Counsel, or the Settlement Administrator, for Settlement Administration Costs paid by Capital One. After payment of any invoices or other fees or expenses mentioned in this Agreement that have been incurred and are due to be paid from the Escrow AccountSettlement Fund, to the extent any such fees or expenses have been incurred given Capital One’s obligation in paragraph 53 to pay Settlement Administration Costs directly, the Escrow Agent Settlement Administrator shall return the balance of the Settlement Fund to TD Bank Capital One within seven calendar days of termination. 97. Except The Settlement shall become effective on the Effective Date unless earlier terminated in accordance with the provisions hereof. 98. In the event the Settlement is terminated in accordance with the provisions of this Agreement, any discussions, offers, or negotiations associated with this Settlement shall not be discoverable or offered into evidence or used in the event Action or any term of other action or proceeding for any purpose. In such event, all Parties to the Action shall stand in the same position as if this Agreement has had not been breachednegotiated, TD Bank shall have no right to seek reimbursement from Plaintiffs made or Class Counsel for any funds disbursed from filed with the Escrow Account pursuant to paragraph 168 hereof or for any invoices or other fees or expenses mentioned in this Agreement that have been incurred and are due to be paid from the Escrow AccountCourt.

Effect of a Termination. 170. The grounds upon which this Agreement may be terminated are set forth in paragraphs 166 126 and 167 127 hereof. In the event of a termination as provided therein, this Agreement shall be considered null and void; all of TD U.S. Bank’s obligations under the Settlement shall cease to be of any force and effect; all the amounts in the Settlement Fund shall be returned to TD U.S. Bank in accordance with paragraph 168 128 hereof; and the Parties shall return to the status quo ante in the Action as if the Parties had not entered into this Agreement. In addition, in the event of such a termination, all of the Parties’ respective pre-Settlement rights, claims and defenses will be retained and preserved, including, but not limited to, Plaintiffs’ rights to seek certification of one or more litigation classes and TD including U.S. Bank’s rights to oppose certification, or seek decertification, of any litigation class on any groundsin connection with its arbitration defense. 171131. In the event of a termination as provided in paragraph 166 126 and/or 167 127 hereof, and after payment of any invoices or other fees or expenses mentioned in this Agreement that have been incurred and are due to be paid from the Escrow Account, the Escrow Agent shall return the balance of the Settlement Fund to TD U.S. Bank within seven days of termination. Except in the event any term of this Agreement has been breached, TD U.S. Bank shall have no right to seek reimbursement from Plaintiffs or Class Counsel for any funds disbursed from the Escrow Account pursuant to paragraph 168 103 hereof or for any invoices or other fees or expenses mentioned in this Agreement that have been incurred and are due to be paid from the Escrow Account.