Common use of Effect of Disapproval Clause in Contracts

Effect of Disapproval. If the Court refuses, preliminarily or otherwise, to approve the settlement or this Settlement Agreement or any part hereof, or if such approval is modified or set aside on appeal, or if the Court does not enter the final judgment provided for in paragraph 6 hereof, or if the Court enters the final judgment and appellate review is sought and, on such review, such final judgment is not affirmed in its entirety, Xxxx, XX Sales, and Class Plaintiffs Co-Lead Counsel shall, at their sole discretion, each have the option to rescind, cancel, and terminate this Settlement Agreement (excepting paragraphs 13, 23, 28, and 29 hereof) as it relates to each of them. Similarly, if the Court refuses to preliminarily approve Xxxx’x settlements or settlement agreements (or any part thereof) with the Direct Purchaser Plaintiffs and the Dealership Plaintiffs, and KL Sales’ settlements or settlement agreements (or any part thereof) with the Dealership Plaintiffs, Lear and KL Sales shall, at their sole discretion, have the option to rescind, cancel, and terminate this Settlement Agreement (excepting paragraphs 13, 23, 28, and 29 hereof) as it relates to each of them. If any of Xxxx, XX Sales, or Class Plaintiffs’ Co- Lead Counsel elect to rescind, cancel, and/or terminate this Settlement Agreement in accordance with this paragraph 20, the Escrow Agent shall, within ten (10) business days of termination of the Settlement Agreement, (i) if terminated by Class Plaintiffs’ Co-Lead Counsel, refund (a) the $128,640 Cash Payment (including any and all income earned thereon) to Lear; (b) the Bankruptcy Reserve Settlement Proceeds (including any and all income earned thereon) to Lear for redeposit in the Bankruptcy Reserve; and (c) the KL Sales Settlement Amount (including any and all income earned thereon) to KL Sales, less any expenditures (allocated between Lear and KL Sales on a pro rata basis) authorized pursuant to paragraph 13 of this Settlement Agreement that were paid out of the Settlement Fund prior to termination; (ii) if terminated by Lear, refund (1) the $128,640 Cash Payment (including any and all income earned thereon) to Lear and (2) the Bankruptcy Reserve Settlement Proceeds (including any and all income earned thereon), less any expenditures (allocated between Lear and KL Sales on a pro rata basis) authorized pursuant to paragraph 13 of this Settlement Agreement that were paid out of the Settlement Fund prior to termination, to Lear for redeposit in the Bankruptcy Reserve; and (iii) if terminated by KL Sales, refund the KL Sales Settlement Amount (including any and all income earned thereon) to KL Sales, less any expenditures (allocated between Lear and KL Sales on a pro rata basis) authorized pursuant to paragraph 13 of this Settlement Agreement that were paid out of the Settlement Fund prior to termination. The parties expressly reserve all of their rights if the settlement does not become final in accordance with the terms of this Settlement Agreement or if it is rescinded or terminated by Xxxx, XX Sales, or Class Plaintiffs’ Co-Lead Counsel pursuant to this paragraph, including but not limited to the status quo ante rights of End-Payor Plaintiffs, Settlement Class Members, Lear, or KL Sales, including without limitation for purposes of the Debtors’ Motion for Entry of an Order (A) Enforcing Chapter 11 Plan Discharge and Injunction and (B) Directing Dismissal of Pending Litigation [Docket No. 1660 - Case No. 09-14326 (ALG)] pending before the Bankruptcy Court and all pleadings and proceedings related thereto. Specifically, all negotiations and proceedings connected with this Settlement Agreement shall be without prejudice to the rights of any party hereto, shall not be deemed or construed to be an admission by any party of any fact or matter, and shall not be used with respect to the party or parties for which this Settlement Agreement has been rescinded, terminated, or otherwise does not become final in any way in the Actions or in any related actions or proceedings, including without limitation, for the avoidance of doubt, in connection with any assertion by the End-Payor Plaintiffs, on behalf of themselves or the Settlement Class, of any claim (as defined in section 101(5) of the Bankruptcy Code) against the Debtors in their voluntary cases pending before the Bankruptcy Court pursuant to chapter 11 of title 11 of the United States Code, unless the undersigned parties agree in writing to proceed with the settlement as and if modified by the Court. Notwithstanding the foregoing, any modification or reversal on appeal of any award of attorneys’ fees or expenses or of any plan of allocation of settlement proceeds among Settlement Class Members in the Actions shall not be deemed a modification of this Settlement Agreement or of a final judgment in these Actions. To the extent that any award of attorneys’ fees or expenses is modified or reversed on appeal, the balance shall be returned to the Settlement Fund within thirty (30) days of such modification or reversal becoming final and not subject to further appellate review.

Effect of Disapproval. If the Court refuses, preliminarily or otherwise, to approve the settlement or this Settlement Agreement or any part hereof, or if such approval is modified or set aside on appeal, or if the Court does not enter the final judgment provided for in paragraph 6 hereof, or if the Court enters the final judgment and appellate review is sought and, on such review, such final judgment is not affirmed in its entirety, Xxxx, XX Sales, and Class Plaintiffs Co-Lead Counsel shall, at their sole discretion, each have the option to rescind, cancel, and terminate this Settlement Agreement (excepting paragraphs 13, 23, 28, and 29 hereof) as it relates to each of them. Similarly, if the Court refuses to preliminarily approve Xxxx’x settlements or settlement agreements (or any part thereof) with the Direct Purchaser Plaintiffs and the Dealership End-Payor Plaintiffs, and KL Sales’ settlements or settlement agreements (or any part thereof) with the Dealership End-Payor Plaintiffs, Lear and KL Sales shall, at their sole discretion, have the option to rescind, cancel, and terminate this Settlement Agreement (excepting paragraphs 13, 23, 28, and 29 hereof) as it relates to each of them. If any of Xxxx, XX Sales, or Class Plaintiffs’ Co- Lead Counsel elect to rescind, cancel, and/or terminate this Settlement Agreement in accordance with this paragraph 20, the Escrow Agent shall, within ten (10) business days of termination of the Settlement Agreement, (i) if terminated by Class Plaintiffs’ Co-Lead Counsel, refund (a) the $128,640 40,623 Cash Payment (including any and all income earned thereon) to Lear; (b) the Bankruptcy Reserve Settlement Proceeds (including any and all income earned thereon) to Lear for redeposit in the Bankruptcy Reserve; and (c) the KL Sales Settlement Amount (including any and all income earned thereon) to KL Sales, less any expenditures (allocated between Lear and KL Sales on a pro rata basis) authorized pursuant to paragraph 13 of this Settlement Agreement that were paid out of the Settlement Fund prior to termination; (ii) if terminated by Lear, refund (1) the $128,640 40,623 Cash Payment (including any and all income earned thereon) to Lear and (2) the Bankruptcy Reserve Settlement Proceeds (including any and all income earned thereon), less any expenditures (allocated between Lear and KL Sales on a pro rata basis) authorized pursuant to paragraph 13 of this Settlement Agreement that were paid out of the Settlement Fund prior to termination, to Lear for redeposit in the Bankruptcy Reserve; and (iii) if terminated by KL Sales, refund the KL Sales Settlement Amount (including any and all income earned thereon) to KL Sales, less any expenditures (allocated between Lear and KL Sales on a pro rata basis) authorized pursuant to paragraph 13 of this Settlement Agreement that were paid out of the Settlement Fund prior to termination. The parties expressly reserve all of their rights if the settlement does not become final in accordance with the terms of this Settlement Agreement or if it is rescinded or terminated by Xxxx, XX Sales, or Class Plaintiffs’ Co-Lead Counsel pursuant to this paragraph, including but not limited to the status quo ante rights of End-Payor Dealership Plaintiffs, Settlement Class Members, Lear, or KL Sales, including without limitation for purposes of the Debtors’ Motion for Entry of an Order (A) Enforcing Chapter 11 Plan Discharge and Injunction and (B) Directing Dismissal of Pending Litigation [Docket No. 1660 - Case No. 09-14326 (ALG)] pending before the Bankruptcy Court and all pleadings and proceedings related thereto. Specifically, all negotiations and proceedings connected with this Settlement Agreement shall be without prejudice to the rights of any party hereto, shall not be deemed or construed to be an admission by any party of any fact or matter, and shall not be used with respect to the party or parties for which this Settlement Agreement has been rescinded, terminated, or otherwise does not become final in any way in the Actions or in any related actions or proceedings, including without limitation, for the avoidance of doubt, in connection with any assertion by the End-Payor Plaintiffs, on behalf of themselves or the Settlement Class, of any claim (as defined in section 101(5) of the Bankruptcy Code) against the Debtors in their voluntary cases pending before the Bankruptcy Court pursuant to chapter 11 of title 11 of the United States Code, unless the undersigned parties agree in writing to proceed with the settlement as and if modified by the Court. Notwithstanding the foregoing, any modification or reversal on appeal of any award of attorneys’ fees or expenses or of any plan of allocation of settlement proceeds among Settlement Class Members in the Actions shall not be deemed a modification of this Settlement Agreement or of a final judgment in these Actions. To the extent that any award of attorneys’ fees or expenses is modified or reversed on appeal, the balance shall be returned to the Settlement Fund within thirty (30) days of such modification or reversal becoming final and not subject to further appellate review.

Effect of Disapproval. If the Court refuses, preliminarily or otherwise, to approve the settlement or does not grant Preliminary Approval of this Settlement Agreement or any part hereofin all material respects, or if such approval the Court does not grant Final Approval as provided for in Paragraph 5, or if any Final Judgment approving this Agreement is materially modified or set aside on appeal, or if all of the Court does conditions for Final Judgment do not enter the final judgment provided for occur as set forth in paragraph 6 hereofParagraph 1(o) of this Agreement, or if the Court enters the final judgment then this Agreement may be cancelled and appellate review is sought and, on such review, such final judgment is not affirmed in terminated. A Party must provide written notice of its entirety, Xxxx, XX Sales, and Class Plaintiffs Co-Lead Counsel shall, at their sole discretion, each have the option intent to rescind, cancel, and terminate this Settlement Agreement (excepting paragraphs 13, 23, 28, and 29 hereof) as it relates to each of them. Similarly, if the Court refuses to preliminarily approve Xxxx’x settlements or settlement agreements (or any part thereof) with the Direct Purchaser Plaintiffs and the Dealership Plaintiffs, and KL Sales’ settlements or settlement agreements (or any part thereof) with the Dealership Plaintiffs, Lear and KL Sales shall, at their sole discretion, have the option to rescind, cancel, and terminate this Settlement Agreement (excepting paragraphs 13, 23, 28, and 29 hereof) as it relates to each of them. If any of Xxxx, XX Sales, or Class Plaintiffs’ Co- Lead Counsel elect to rescind, cancel, and/or terminate this Settlement Agreement in accordance with this paragraph 20, the Escrow Agent shall, within no later than ten (10) business days after the mandate issues from the appeal that materially modifies or sets aside this Agreement. If cancelled and terminated, this Agreement shall become null and void, the Settlement Funds, net of termination expended or incurred escrow fees, taxes, and amounts expended or incurred for Class Notice and notice administration pursuant to approval by the Court (subject to a maximum of $150,000), shall be returned to Defendants within ten (10) days of such termination, the Parties shall be returned to their respective positions in the Action as if this Agreement had never been entered into without prejudice to any claims, rights or defenses of the Settlement AgreementParties, and the Release (iset forth in Paragraphs 12 and 13) if terminated by Class Plaintiffs’ Co-Lead Counselshall be voided and shall be of no force or effect, refund any dismissal with prejudice of the Action or Final Judgment shall be of no force or effect, and the Plaintiffs (aon behalf of the Certified Classes) the $128,640 Cash Payment (including shall be entitled to have any Final Judgment vacated and all income earned thereon) to Lear; (b) the Bankruptcy Reserve Settlement Proceeds (including any and all income earned thereon) to Lear for redeposit have their respective claims alleged in the Bankruptcy Reserve; Class Action Complaint reinstated as if they had never been dismissed or compromised, with all statutes of limitation deemed tolled between the time of dismissal and (c) re-instatement, and without the KL Sales Settlement Amount (including need to re-serve any Defendant with process. The Parties and all income earned thereon) to KL Sales, less any expenditures (allocated between Lear and KL Sales on a pro rata basis) authorized pursuant to paragraph 13 of this Settlement Agreement that were paid out of the Settlement Fund prior to termination; (ii) if terminated by Lear, refund (1) the $128,640 Cash Payment (including any and all income earned thereon) to Lear and (2) the Bankruptcy Reserve Settlement Proceeds (including any and all income earned thereon), less any expenditures (allocated between Lear and KL Sales on a pro rata basis) authorized pursuant to paragraph 13 of this Settlement Agreement that were paid out of the Settlement Fund prior to termination, to Lear for redeposit in the Bankruptcy Reserve; and (iii) if terminated by KL Sales, refund the KL Sales Settlement Amount (including any and all income earned thereon) to KL Sales, less any expenditures (allocated between Lear and KL Sales on a pro rata basis) authorized pursuant to paragraph 13 of this Settlement Agreement that were paid out of the Settlement Fund prior to termination. The parties Classes expressly reserve all of their rights if the settlement does Final Judgment is not become final entered in accordance with the terms of this Settlement Agreement or if it is rescinded or terminated by Xxxx, XX Sales, or Class Plaintiffs’ Co-Lead Counsel pursuant to this paragraph, including but not limited to the status quo ante rights of End-Payor Plaintiffs, Settlement Class Members, Lear, or KL Sales, including without limitation for purposes of the Debtors’ Motion for Entry of an Order (A) Enforcing Chapter 11 Plan Discharge and Injunction and (B) Directing Dismissal of Pending Litigation [Docket NoAgreement. 1660 - Case No. 09-14326 (ALG)] pending before the Bankruptcy Court and all pleadings and proceedings related thereto. Specifically, all negotiations and proceedings connected with this Settlement Agreement shall be without prejudice to the rights of any party hereto, shall not be deemed or construed to be an admission by any party of any fact or matter, and shall not be used with respect to the party or parties for which this Settlement Agreement has been rescinded, terminated, or otherwise does not become final in any way in the Actions or in any related actions or proceedings, including without limitation, for the For avoidance of doubt, in connection with any assertion by the End-Payor Plaintiffsif this Agreement is terminated pursuant to this Paragraph, on behalf of themselves or the Settlement Class, of any claim (as defined in section 101(5) all orders of the Bankruptcy Code) against the Debtors in their voluntary cases pending before the Bankruptcy Court pursuant to chapter 11 of title 11 of the United States Code, unless the undersigned parties agree in writing to proceed with the settlement as and if modified by will be reinstated including the Court’s orders on class certification (ECF No. Notwithstanding the foregoing, any modification or reversal 208) and on appeal of any award of attorneys’ fees or expenses or of any plan of allocation of settlement proceeds among Settlement Class Members in the Actions shall not be deemed a modification of this Settlement Agreement or of a final summary judgment in these Actions(ECF No. To the extent that any award of attorneys’ fees or expenses is modified or reversed on appeal, the balance shall be returned to the Settlement Fund within thirty (30) days of such modification or reversal becoming final and not subject to further appellate review298).