Effect of Termination or No Court Approval. Unless otherwise ordered by the 21 Court, in the event that the Effective Date does not occur or this Agreement should terminate, or 22 be canceled or otherwise fail to become effective for any reason, including, without limitation, in 23 the event that this Agreement is terminated pursuant to ¶ VII(4), the Settlement as described 24 herein is not finally approved by the Court or the Judgment is finally reversed or vacated 25 following any appeal taken therefrom, then:
26 a. within ten business days after written notification of such event is sent by 27 counsel for Defendants to the Escrow Agent, the Gross Settlement Fund—including the 28 Settlement Amount and all interest earned on the Settlement Amount while held in escrow, 1 excluding only Notice and Administrative Costs (including any necessary payments to the 2 Escrow Agent for its services) that either have been properly disbursed or are due and owing, 3 Taxes and Tax Expenses that have been paid or that have accrued and will be payable at some 4 later date, and attorneys’ fees and costs that have been disbursed pursuant to Court order—will be 5 refunded, reimbursed, and repaid by the Escrow Agent to Defendants within five business days; if 6 said amount or any portion thereof is not returned within such five-day period, then interest shall 7 accrue thereon at the rate of ten percent (10%) per annum until the date that said amount is 8 returned;
9 b. within ten business days after written notification of such event is sent by 10 counsel for Defendants to Settlement Class Counsel, all attorneys’ fees and costs which have been 11 disbursed to Settlement Class Counsel pursuant to Court order shall be refunded, reimbursed, and 12 repaid by Settlement Class Counsel to Defendants;
13 c. the Escrow Agent or the Escrow Administrator shall apply for any tax 14 refund owed to the Gross Settlement Fund within ten business days after written notification of 15 such event is sent by counsel for Defendants to the Escrow Agent and pay the proceeds to 16 Defendants within ten business days of receipt, after deduction of any fees or expenses reasonably 17 incurred in connection with such application(s) for refund, pursuant to such written request;
18 d. the Settling Parties shall be restored to their respective positions in the 19 Action as of the Execution Date, with all of their respective claims and defenses preserved as they 20 existed on that date;
21 e. the terms and provisions of this Agreement, with the excep...
Effect of Termination or No Court Approval. Unless otherwise ordered by the 20 Court, in the event the Effective Date does not occur or this Agreement should terminate, be 21 cancelled, or otherwise fail to become effective for any reason, including, but not limited to, in the 22 event this Agreement is terminated pursuant to ¶VII.1., the Settlement as described herein is not 23 finally approved by the Court or the Judgment is finally reversed or vacated following any appeal 24 taken therefrom, then:
(a) within ten business days after written notification of such event is sent by 26 counsel for Defendants to the Escrow Agent, the Gross Settlement Fund – including the Settlement 27 Amount and all interest earned on the Settlement Amount while held in escrow, excluding only 28 Notice and Administrative Costs (including any necessary payments to the Escrow Agent for its Case 3:21-md-02996-CRB Document 598-2 Filed 09/26/23 Page 25 of 150
