Common use of Final Approval Clause in Contracts

Final Approval. At the time designated by the Court, Plaintiffs shall move the Court for an order, substantially in the form of Exhibit B hereto, which shall specifically include provisions that: (a) the Court has personal jurisdiction over all Settlement Class Members, the Court has subject matter jurisdiction over the claims asserted in the Action, and that venue is proper; (b) finally approve the Settlement pursuant to Rule 23 of the Federal Rules of Procedure; (c) find that the Class Notice as distributed was the best notice practicable under the circumstances and fully satisfied the requirements of due process and Federal Rule of Civil Procedure 23; (d) find that the notice provided to government entities under the Class Action Fairness Act complied with 28 U.S.C. § 1715; (e) approve the plan of distribution of the Settlement Amount and interest accrued thereon and authorize the Parties to implement the terms of the Settlement; (f) finally certify the Settlement Class pursuant to Fed. R. Civ. P. 23(b)(3); (g) confirm that Plaintiffs and the Settlement Class Members have released all Released Claims and are permanently barred and enjoined from asserting, commencing, prosecuting, or continuing any of the Released Claims against the Released Parties; (h) retain jurisdiction relating to the administration, consummation, validity, enforcement, and interpretation of this Agreement, the Final Approval Order, any final order approving the Fee and Expense Award and Service Awards, and for any other necessary purpose; and (i) enter a judgment that dismisses the Action with prejudice, without costs to any Party, except as provided in the Agreement, and subject to the Court’s continuing jurisdiction over the Parties and the Settlement Fund for the purpose of enforcement of the terms of the Settlement Agreement.

Final Approval. At A. After Notice to the time designated by Settlement Class is given, within fourteen (14) days after the CourtSettlement Administrator provides the Claims Report, Plaintiffs Class Counsel shall move the Court for an order, substantially in the form entry of Exhibit B heretoFinal Approval and a Final Judgment, which shall specifically include provisions that: (a) include, among other provisions, a request that the Court Court: 1. find that it has personal jurisdiction over all Settlement Class Members, the Court has Members and subject matter jurisdiction over to approve this Settlement Agreement, including all attached Exhibits; 2. approve the claims asserted Settlement as fair, reasonable, and adequate as to, and in the Actionbest interests of, the Settlement Class Members; 3. direct the Parties and their counsel to implement and consummate the Settlement according to its terms and conditions; 4. find that venue is properthe Notice implemented pursuant to the Settlement Agreement (a) constitutes the best practicable notice under the circumstances; (b) finally approve constitutes notice that is reasonably calculated, under the circumstances, to apprise the Settlement pursuant Class of the pendency of the Action and their rights to Rule 23 object to or exclude themselves from this Settlement Agreement and to appear at the Final Approval Hearing; (c) is reasonable and constitutes due, adequate, and sufficient notice to all Persons and Businesses entitled to receive notice; and (d) fulfills the requirements of the Federal Rules of Civil Procedure; (c) find that , the Due Process Clause of the United States Constitution, and the rules of the Court; 5. finally certify or confirm certification of the Settlement Class Notice as distributed was the best notice practicable under the circumstances and fully satisfied the requirements of due process and Federal Rule of Civil Procedure 23; (d) find , including finding that the notice provided to government entities under the Class Action Fairness Act complied with 28 U.S.C. § 1715; (e) approve the plan of distribution of the Settlement Amount Representatives and interest accrued thereon and authorize the Parties to implement the terms of the Settlement; (f) finally certify Class Counsel adequately represented the Settlement Class pursuant to Fed. R. Civ. P. 23(b)(3); (g) confirm that Plaintiffs for purposes of entering into and implementing the Settlement Class Members have released all Released Claims and are permanently barred and enjoined from asserting, commencing, prosecuting, or continuing any of the Released Claims against the Released Parties; (h) retain jurisdiction relating to the administration, consummation, validity, enforcement, and interpretation of this Agreement, the Final Approval Order, any final order approving the Fee and Expense Award and Service Awards, and for any other necessary purpose; and (i) enter a judgment that dismisses ; 6. dismiss the Action on the merits and with prejudice, without fees or costs to any Party, Party except as provided in this Settlement Agreement; 7. incorporate the AgreementRelease, make the Release effective as of the Effective Date, and subject to forever discharge the Court’s continuing jurisdiction over the Released Parties and the Settlement Fund for the purpose of enforcement of the terms of the Settlement Agreement.as set forth herein;

Final Approval. At After Notice to the time designated by the CourtSettlement Class is given, Plaintiffs Class Counsel shall move the District Court for an order, substantially in the form entry of Exhibit B heretoa Final Judgment, which shall specifically include provisions that: (a) include, among other provisions, a request that the Court District Court: a. find that it has personal jurisdiction over all Settlement Class Members, the Court has Members and subject matter jurisdiction over the claims asserted in the Actionto approve this Settlement Agreement, and that venue is proper; (b) finally including all attached Exhibits; b. approve the Settlement as fair, reasonable and adequate as to, and in the best interests of, the Settlement Class Members; direct the Parties and their counsel to implement and consummate the Settlement according to its terms and conditions; and declare the Settlement to be binding on, and have res judicata and preclusive effect in, all pending and future lawsuits or other proceedings maintained by or on behalf of Plaintiffs and all other Settlement Class Members and Releasing Parties; c. find that the Notice implemented pursuant to Rule 23 the Settlement Agreement (1) constitutes the best practicable notice under the circumstances, (2) constitutes notice that is reasonably calculated, under the circumstances, to apprise the Settlement Class of the pendency of the Action and their rights to object to or exclude themselves from this Settlement Agreement and to appear at the Final Approval Hearing, (3) is reasonable and constitutes due, adequate, and sufficient notice to all persons entitled to receive notice, and (4) fulfills the requirements of the Federal Rules of Civil Procedure; (c) , the Due Process Clause of the United States Constitution, and the rules of the District Court; d. find that the Class Notice Representatives and Class Counsel adequately represented the Settlement Class for purposes of entering into and implementing the Settlement Agreement; e. dismiss the Action on the merits and with prejudice, without fees or costs to any Party except as distributed was provided in this Settlement Agreement; f. incorporate the best notice practicable under Release set forth above, make the circumstances Release effective as of the Effective Date, and fully satisfied forever discharge the requirements of due process Released Parties as set forth herein; g. authorize the Parties, without further approval from the District Court, to agree to and Federal Rule of Civil Procedure 23; (d) find that the notice provided to government entities under the Class Action Fairness Act complied with 28 U.S.C. § 1715; (e) approve the plan of distribution adopt such amendments, modifications and expansions of the Settlement Amount and interest accrued thereon its implementing documents (including all Exhibits to this Settlement Agreement) that (i) shall be consistent in all material respects with the Final Judgment, and authorize (ii) do not limit the Parties to implement rights of Settlement Class Members; h. without affecting the terms finality of the Settlement; (f) finally certify the Settlement Class pursuant to Fed. R. Civ. P. 23(b)(3); (g) confirm that Plaintiffs and the Settlement Class Members have released all Released Claims and are permanently barred and enjoined from assertingFinal Judgment for purposes of appeal, commencing, prosecuting, or continuing any of the Released Claims against the Released Parties; (h) retain jurisdiction as to all matters relating to the administration, consummation, validity, enforcement, enforcement and interpretation of this Agreement, the Settlement Agreement and the Final Approval Order, any final order approving the Fee and Expense Award and Service AwardsJudgment, and for any other necessary purpose; and (i) enter a judgment that dismisses and i. incorporate any other provisions, consistent with the Action with prejudice, without costs to any Party, except as provided in the material terms of this Settlement Agreement, as the District Court deems necessary and subject to the Court’s continuing jurisdiction over the Parties and the Settlement Fund for the purpose of enforcement of the terms of the Settlement Agreementjust.

Final Approval. At No fewer than fourteen (14) days prior to the time designated date set by the Court, Plaintiffs shall move the Court for an orderthe Fairness Hearing, substantially in Plaintiff shall apply to the form Court for entry of Exhibit B heretothe Final Approval Order, which shall specifically include provisions thatsubject to changes agreed to by the Parties for accuracy, formatting, or clarity. At the Fairness Hearing, the Parties will jointly request the Court to enter the Final Approval Order, which: (a) grants final approval of the Court has personal jurisdiction over all certification of the Settlement Class Memberssolely for the purposes of the Settlement; (b) designates the Class Representatives; (c) designates Class Counsel conditionally approved in the Preliminary Approval Order; (d) grants final approval to the Settlement and establishes this Agreement as fair, reasonable, and adequate to the Court has subject matter jurisdiction over Settlement Class; (e) provides for the claims asserted Releases of all Released Claims and enjoins Settlement Class Members from asserting, filing, maintaining, or prosecuting any of the Released Claims; (f) approves the final list of timely Opt-Outs provided by the Settlement Administrator who will not be bound by the Settlement and Final Approval Order; (g) orders the dismissal with prejudice of all claims, causes of action, and counts alleged in the Action, and that venue is proper; (b) finally approve incorporates the Settlement pursuant to Rule 23 Releases stated in this Agreement, with each of the Federal Rules of Procedure; (c) find that the Class Notice as distributed was the best notice practicable under the circumstances and fully satisfied the requirements of due process and Federal Rule of Civil Procedure 23; (d) find that the notice provided to government entities under the Class Action Fairness Act complied with 28 U.S.C. § 1715; (e) approve the plan of distribution of the Settlement Amount and interest accrued thereon and authorize the Parties to implement the terms of the Settlement; (f) finally certify the Settlement Class pursuant to Fed. R. Civ. P. 23(b)(3); (g) confirm that Plaintiffs bear its or his own costs and the Settlement Class Members have released all Released Claims and are permanently barred and enjoined from assertingattorneys’ fees, commencing, prosecuting, or continuing any of the Released Claims against the Released Partiesexcept as provided in Section VII above; (h) retain jurisdiction relating to authorizes the administration, consummation, validity, enforcement, payment by Defendant of the Attorneys’ Fees and interpretation Costs Award in accordance with Section VII above and the terms of this Agreement, the Final Approval Order, any final order approving the Fee and Expense Award and Service Awards, and for any other necessary purpose; and (i) enter a judgment that dismisses the Action with prejudice, without costs to any Party, except as provided in the Agreement, and subject to preserves the Court’s continuing jurisdiction over the Parties and the Settlement Fund for the purpose of enforcement of the terms administration of the Settlement and enforcement of this Agreement.

Final Approval. At the time designated If this Settlement Agreement is preliminarily approved by the Court, Plaintiffs the Settlement Class shall move the Court for seek entry of an order, substantially in the form of Exhibit B heretoOrder and Final Judgment, which Xxxxxxxxx Farms shall specifically include provisions that: (a) not oppose and with which it shall reasonably cooperate, that inter alia: a. certifies the Court has personal jurisdiction over all Settlement Class Membersdescribed in Section II(F)(3), the Court has subject matter jurisdiction over the claims asserted in the Action, and that venue is proper; (b) finally approve the Settlement pursuant to Rule 23 of the Federal Rules of Civil Procedure; (c) find , for purposes of this settlement as a settlement class; b. finally approves this Settlement Agreement and its terms as being a fair, reasonable, and adequate settlement as to the Settlement Class Members within the meaning of Rule 23 of the Federal Rules of Civil Procedure and directing its consummation according to its terms and conditions; c. determines that the Settlement Class Notice as distributed was the best notice practicable constituted, under the circumstances circumstances, the most effective and fully satisfied practicable notice of this Settlement Agreement and the requirements Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; d. confirms that Xxxxxxxxx Farms has provided the appropriate notice pursuant to CAFA; e. orders that all claims made against Xxxxxxxxx Farms in the Action, including in all class action complaints asserted by the Class Plaintiffs, are dismissed with prejudice and without further costs or fees; f. discharges and releases the Xxxxxxxxx Farms Released Parties from all Released Claims up through and including the date of due process Preliminary Approval of this Settlement Agreement; g. enjoins Class Plaintiffs from suing, directly or indirectly, any of the Xxxxxxxxx Farms Released Parties for any of the Released Claims; h. requires Interim Co-Lead Counsel to file with the clerk of the Court a record of potential Settlement Class Members that timely excluded themselves from the Settlement Class, and to provide a copy of the record to Xxxxxxxxx Farms’ Counsel; i. incorporates the release set forth in Section II(B)(2) of this Agreement and makes that release effective as of the Effective Date as to the Class Plaintiffs and all Settlement Class Members that were not timely and validly excluded from the Settlement Class; j. determines under Federal Rule of Civil Procedure 23; (d54(b) find that there is no just reason for delay and directs that the notice provided judgment of dismissal as to government entities under Xxxxxxxxx Farms shall be final and entered forthwith, and stating: i. Final judgment as to the Class Action Fairness Act complied with 28 U.S.C. § 1715is entered in favor of Xxxxxxxxx Farms; (e) approve the plan of distribution and ii. Final judgment is granted in favor of the Settlement Amount and interest accrued thereon and authorize the Xxxxxxxxx Farms Released Parties to implement the terms on any Released Claim of the Settlement; (f) finally certify the a Settlement Class pursuant to Fed. R. Civ. P. 23(b)(3); (g) confirm Member that Plaintiffs and the Settlement Class Members have released all Released Claims and are permanently barred and enjoined from asserting, commencing, prosecuting, or continuing any of the Released Claims against the Released Parties; (h) retain jurisdiction relating did not file a timely notice for exclusion. k. reserves to the administrationCourt exclusive jurisdiction over the settlement and this Settlement Agreement, consummation, validity, enforcement, including the administration and interpretation consummation of this Agreement, the Final Approval Order, any final order approving the Fee and Expense Award and Service Awards, and for any other necessary purpose; and (i) enter a judgment and l. orders that dismisses the Action with prejudice, without costs to any Party, except Settlement Funds may be disbursed as provided in the Agreement, and subject to Final Approval Order or other order of the Court’s continuing jurisdiction over the Parties and the Settlement Fund for the purpose of enforcement of the terms of the Settlement Agreement.

Final Approval. At Following completion of the time designated by Class Notice process and within 30 days following expiration of the CourtOpt-Out and Objection Period, Plaintiffs shall move request that the Court for an order, substantially in enter the form of Exhibit B heretoFinal Approval Order, which shall specifically include provisions that: (a) finally approve the Court has personal jurisdiction over all Settlement Class Membersas fair, the Court has subject matter jurisdiction over the claims asserted reasonable, adequate, and in the Action, and that venue is properbest interests of the Settlement Class; (b) finally approve find that the Class Notice as given was the best notice practicable under the circumstances, is due and sufficient notice to the Settlement pursuant to Class, and fully satisfies the requirements of due process and Rule 23 of the Federal Rules of Civil Procedure; (c) find that approve the Class Notice as distributed was the best notice practicable under the circumstances and fully satisfied the requirements of due process and Federal Rule of Civil Procedure 23Stipulated Injunction; (d) find that the notice provided to government entities under the Class Action Fairness Act complied with 28 U.S.C. § 1715; (e) approve the plan of distribution of the Settlement Amount and interest accrued thereon and authorize the Parties to implement the terms of the Settlement; (f) finally certify the Settlement Class pursuant to Fed. R. Civ. P. 23(b)(3)Class; (ge) confirm that Plaintiffs and the Settlement Class Members have released all Released Claims and are permanently barred and enjoined from asserting, commencing, prosecuting, or continuing any of the Released Claims against the Released Parties; (hf) retain jurisdiction relating to the administration, consummation, validity, enforcement, and interpretation of this Agreement, the Final Approval Order, any final order approving the Fee and Expense Award and Service Awards, and for any other necessary purpose; and (i) enter a judgment that dismisses dismiss the Action and all Released Claims with prejudice, without costs to any Partyparty, except as provided in the this Agreement, and subject to the Court’s Court retaining continuing jurisdiction over the Parties and the Settlement Fund for the purpose of enforcement of the Stipulated Injunction and the terms of this Agreement; and (g) Plaintiffs and members of the Settlement AgreementClass are permanently enjoined and barred from commencing, prosecuting, or otherwise litigating, in whole or in part, either directly, representatively, derivatively, or in any other capacity, whether by a complaint, counterclaim, defense, or otherwise, in any local, state, or federal court, or in any agency or other authority or forum wherever located, the Released Claims.

Final Approval. At No fewer than seven (7) days prior to the time designated date set by the CourtCourt for the Fairness Hearing, Plaintiffs shall move apply to the Court for an orderentry of the Final Approval Order, substantially in subject to changes agreed to by the form of Exhibit B heretoParties for accuracy, which shall specifically include provisions thatformatting, or clarity. At the Fairness Hearing, the Parties will jointly request the Court to enter the Final Approval Order, which: (a) grants final approval of the Court has personal jurisdiction over all certification of the Settlement Class Memberssolely for the purposes of the Settlement; (b) designates the Class Representatives; (c) designates Class Counsel conditionally approved in the Preliminary Approval Order; (d) grants final approval to the Settlement and establishes this Agreement as fair, reasonable, and adequate to the Court has subject matter jurisdiction over Settlement Class; (e) provides for the claims asserted Releases of all Released Claims and enjoins Settlement Class Members from asserting, filing, maintaining, or prosecuting any of the Released Claims; (f) approves the final list of timely Opt- Outs provided by the Settlement Administrator who will not be bound by the Settlement and Final Approval Order; (g) orders the dismissal with prejudice of all claims, causes of action, and counts alleged in the Action, and that venue is proper; (b) finally approve incorporates the Settlement pursuant to Rule 23 Releases stated in this Agreement, with each of the Federal Rules of Procedure; (c) find that the Class Notice as distributed was the best notice practicable under the circumstances and fully satisfied the requirements of due process and Federal Rule of Civil Procedure 23; (d) find that the notice provided to government entities under the Class Action Fairness Act complied with 28 U.S.C. § 1715; (e) approve the plan of distribution of the Settlement Amount and interest accrued thereon and authorize the Parties to implement the terms of the Settlement; (f) finally certify the Settlement Class pursuant to Fed. R. Civ. P. 23(b)(3); (g) confirm that Plaintiffs bear its or his own costs and the Settlement Class Members have released all Released Claims and are permanently barred and enjoined from assertingattorneys’ fees, commencing, prosecuting, or continuing any of the Released Claims against the Released Partiesexcept as provided in Section VII above; (h) retain jurisdiction relating to authorizes the administration, consummation, validity, enforcement, payment by Defendants of the Attorneys’ Fees and interpretation Costs Award and the Class Representatives Service Award in accordance with Section VII above and the terms of this Agreement, the Final Approval Order, any final order approving the Fee and Expense Award and Service Awards, and for any other necessary purpose; and (i) enter a judgment that dismisses the Action with prejudice, without costs to any Party, except as provided in the Agreement, and subject to preserves the Court’s continuing jurisdiction over the Parties and the Settlement Fund for the purpose of enforcement of the terms administration of the Settlement and enforcement of this Agreement.

Final Approval. At the time designated by the CourtThe Preliminary Approval Order will set a date for a Final Approval Hearing, Plaintiffs shall move at which Plaintiff and Defendant will request that the Court for an order, substantially enter the Final Approval Order finally approving the settlement in the form of attached hereto as Exhibit B hereto1, which shall specifically include provisions that: : (aA) the Court has personal jurisdiction over all Settlement Class Members, the Court has subject matter jurisdiction over the claims asserted in the Action, and that venue is proper; (b) finally Finally approve the Settlement pursuant as fair, reasonable and adequate to Rule 23 of the Federal Rules of Procedure; class; (cB) find Find that the Class Notice as distributed given was the best notice practicable under the circumstances circumstances, is due and sufficient notice to the Class, and fully satisfied satisfies the requirements of due process and Federal Rule of Civil Procedure 23; ; (dC) find Find that the notice provided to government entities under the Class Action Fairness Act complied with 28 U.S.C. § 1715; Members have been adequately represented by Plaintiff and Class Counsel; (eD) approve Approve the plan of distribution of for the Settlement Amount Fund and any interest accrued thereon thereon; (E) Confirm that Plaintiff and authorize the Parties to implement the terms of the Settlement; Class Members (f) finally certify except those who properly excluded themselves from the Settlement Class pursuant to Fed. R. Civ. P. 23(b)(3); (gClass) confirm that Plaintiffs and the Settlement Class Members have released all Released Claims that are contemplated under this Agreement and are permanently barred and enjoined from asserting, commencing, prosecuting, or continuing any of the Released Claims that are contemplated under this Agreement against the Released Parties; ; (hF) retain jurisdiction relating to Dismiss on the administrationmerits and with prejudice all claims of the Class Members (except those who properly excluded themselves from the Settlement Class) asserted against Defendants, consummation, validity, enforcement, and interpretation of this Agreement, as well as the Final Approval Order, any final order approving the Fee and Expense Award and Service Awards, and for any other necessary purpose; and (i) enter a judgment that dismisses the Action with prejudiceAction, without costs to any Partyparty, except as provided in the this Agreement, and subject ; and (G) Retain jurisdiction of all matters relating to the Court’s continuing jurisdiction over the Parties interpretation, administration, implementation, effectuation and the Settlement Fund for the purpose of enforcement of the terms this Settlement for 180 days after entry of the Settlement AgreementFinal Approval Order.

Final Approval. 2.22 At the time designated appointed by the Court, at least fourteen (14) days in advance of the Fairness Hearing, Representative Plaintiffs shall move the Court for an order, order substantially in the form of Exhibit B hereto, which shall specifically include provisions that: C hereto (“Final Approval Order”) (a) finally approving the Court has personal jurisdiction over Settlement and the Agreement as fair, reasonable, and adequate; (b) formally and finally certifying the Class for settlement purposes only; (c) giving the terms of the Settlement final and complete effect; (d) finding that all requirements of statute, rule and Constitution necessary to effectuate this Settlement Class Members, have been met and satisfied; and (e) otherwise entering final judgment of dismissal on the Court has subject matter jurisdiction over the claims asserted merits and with prejudice in the Action, and that venue is proper; (b) finally approve all parties to bear their own costs to the Settlement pursuant extent not otherwise awarded as defined in this Agreement. First Horizon agrees not to Rule 23 oppose the entry of the Federal Rules Final Approval Order, provided that it is substantially in the form of Procedure; (c) find Exhibit C hereto. 2.23 The Final Approval Order shall provide that the Class Notice as distributed was the best notice practicable under the circumstances and fully satisfied the requirements of due process and Federal Rule of Civil Procedure 23; (d) find that the notice provided to government entities under the Class Action Fairness Act complied with 28 U.S.C. § 1715; (e) approve the plan of distribution of the Settlement Amount and interest accrued thereon and authorize the Parties to implement the terms of the Settlement; (f) finally certify the Settlement Class pursuant to Fed. R. Civ. P. 23(b)(3); (g) confirm that Plaintiffs and the Settlement all Class Members who have released all Released Claims not opted out, Representative Plaintiffs, and are permanently barred and Plaintiffs’ Counsel, shall be enjoined from asserting, commencing, prosecuting, or continuing assisting in any suit by such a Class Member against the Released Persons (as defined in paragraph 5.01 below) with respect to matters within the scope of the Releases in Section V of this Agreement. 2.24 All applications, motions or requests for any award of attorneys’ fees, costs or expenses in connection with the Action, whether by Class Counsel, Plaintiffs’ Counsel, or counsel for any other person or entity, shall be filed in writing at least fourteen (14) days in advance of the Fairness Hearing, or be forever barred. Representative Plaintiffs shall make application for any awards to them and awards to the Class Members whose depositions were taken as contemplated by paragraph 2.28, in writing at least fourteen (14) days in advance of the Fairness Hearing, or be forever barred. The request for all such awards including awards of attorneys’ fees, costs and expenses, and incentive awards, shall be by separate motion, and, to the extent approved, by separate order. 2.25 At the Fairness Hearing, Representative Plaintiffs, Class Counsel and all other persons or entities seeking an award pursuant to paragraphs 2.24-2.30, shall present sufficient evidence to support the entry of the order set forth in Exhibit C, and shall present such evidence as they deem appropriate to support any award of attorneys’ fees, costs and expenses, and incentive awards. 2.26 Class Counsel agree not to seek an amount in attorneys’ fees in excess of one-third of the Benefit Amount, net of any cost and expense award under paragraph 2.27, and agrees to seek such fees to be paid out of the Benefit Amount and not in addition to the Benefit Amount. First Horizon agrees not to oppose or object to any motion that such an award be entered against First Horizon in the Action so long as it does not exceed one-third of the Benefit Amount, net of any cost and expense award under paragraph 2.27, and so long as it is paid out of the Benefit Amount. First Horizon shall not be obligated to pay any award of attorneys’ fees in this Action that are in excess of Twelve Million Dollars ($12,000,000), and shall not be obligated to pay any amount for attorneys’ fees that is not paid out of the Benefit Amount. Class Counsel expressly disclaim any and all right to collect in excess of the amount awarded by the Court to Class Counsel or Twelve Million Dollars ($12,000,000), whichever is less, for attorneys’ fees collectively from any person or entity, and agree, after payment of the lesser of those sums and upon written demand, to execute a release of any person’s or entity’s obligation to pay any additional or separate amounts for attorneys’ fees not awarded. 2.27 Class Counsel may petition the Court for an award of costs and expenses, including but not limited to those taxable under Missouri law, in an amount not to exceed Three Hundred Thousand Dollars ($300,000), and agrees to seek such sums to be paid out of the Benefit Amount and not in addition to the Benefit Amount. First Horizon agrees not to oppose or object to any motion that such an award be entered against First Horizon in the Action so long as it does not exceed Three Hundred Thousand Dollars ($300,000) and so long as it is paid out of the Benefit Amount. First Horizon shall not be obligated to pay any award of costs or expenses that are in excess of Three Hundred Thousand Dollars ($300,000), and shall not be obligated to pay any amount for costs or expenses that is not paid out of the Benefit Amount. Class Counsel expressly disclaim any and all right to collect in excess of the amount awarded by the Court or Three Hundred Thousand Dollars ($300,000), whichever is less, for costs or expenses collectively from any person or entity, and agree, after payment of the lesser of those sums and upon written demand, to execute a release of any person’s or entity’s obligation to pay any additional or separate amounts for costs and expenses not awarded. 2.28 Plaintiffs may move for the payment of incentive awards as follows: Representative Plaintiffs agree not to seek an amount in excess of Twelve Thousand Dollars ($12,000) in an incentive award to be entered against First Horizon in the Action, in addition to any amount paid on their individual claims. Upon Court approval, one payment not to exceed $12,000 shall be made jointly payable to Xxxxx X. XxXxxx and Xxxxx X. XxXxxx and jointly payable to Xxxxx X. Xxxxx and Xxxxxxx X. Xxxxx. Upon Court approval, any Class Member who has been deposed in this action (other than any of the Released Claims against the Released Parties; (hRepresentative Plaintiffs) retain jurisdiction relating shall receive a $1,000 incentive award, in addition to the administrationamount of their individual claims. These incentive awards shall be made in addition to the Benefit Amount. First Horizon will not oppose or object to the payment of these incentive awards, consummationso long as the amounts are consistent with this paragraph. 2.29 If the Court denies, validityin whole or in part, enforcementClass Counsel’s fee and expense application, and interpretation of this Agreementand/or the Representative Plaintiff’s Class Representative incentive award request, the Final Approval Order, any final order approving the Fee and Expense Award and Service Awards, and for any other necessary purpose; and (i) enter a judgment that dismisses the Action with prejudice, without costs to any Party, except as provided in the Agreement, and subject to the Court’s continuing jurisdiction over the Parties and the Settlement Fund for the purpose of enforcement remainder of the terms of this Agreement and of the Settlement Agreementshall remain in effect. 2.30 First Horizon’s maximum liability under the Settlement for attorneys’ fees shall be $12,000,000 and for attorneys’ costs and expenses shall be $300,000. In the event that a lawyer, law firm or other person or entity, other than Class Counsel, seeks an award of attorneys’ fees, costs, expenses or other sums in connection with the Settlement, including but not limited to Xxxxxx & Xxxxxxx or Xxxxxx & Fields or Xxxx Xxxxxxx, such appearance or attempt to obtain any award, or the Court’s action thereon, shall in no way increase First Horizon’s maximum liability to pay attorneys’ fees in the lesser of $12,000,000 or the amount awarded by the Court for attorneys’ fees to Class Counsel and shall in no way increase First Horizon’s maximum liability to pay costs and expenses in the lesser of $300,000 or the amount awarded by the Court for costs and expenses to Class Counsel. In the event that a lawyer, law firm or other person or entity, other than Class Counsel, seeks an award of attorneys’ fees, costs, expenses or other sums in connection with the Settlement, including but not limited to Xxxxxx & Xxxxxxx P.C., Xxxxxx & Fields, P.C., Lawson, Fields, XxXxx, Xxx & Xxxxxxxx, P.C. or Xxxx Xxxxxxx, nothing in this Agreement shall be construed to prejudice such attempt or to prejudice the merits of an award, except that any award to such lawyer, law firm or other person or entity shall not, together with all sums awarded to Class Counsel, increase First Horizon’s maximum liability for attorneys’ fees, costs, expenses or other sums as set forth in this paragraph. 2.31 If and when the Court gives Final Approval to the Settlement, the Action shall be dismissed with prejudice, with all parties to bear his, her, or its own costs and attorneys’ fees not otherwise awarded.

Final Approval. At the time designated If this Settlement Agreement is preliminarily approved by the Court, Plaintiffs the Settlement Class shall move the Court for seek entry of an order, substantially in the form of Exhibit B heretoOrder and Final Judgment, which Xxxxxx’s shall specifically include provisions that: (a) not oppose and in which it shall reasonably cooperate, that inter alia: a. finally approves this Settlement Agreement and its terms as being a fair, reasonable, and adequate settlement as to the Court has personal jurisdiction over all Settlement Class Members, Members within the Court has subject matter jurisdiction over the claims asserted in the Action, and that venue is proper; (b) finally approve the Settlement pursuant to meaning of Rule 23 of the Federal Rules of Procedure; (c) find Civil Procedure and directing its consummation according to its terms and conditions; b. determines that the Settlement Class Notice as distributed was the best notice practicable constituted, under the circumstances circumstances, the most effective and fully satisfied practicable notice of this Settlement Agreement and the requirements Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; c. confirms that Xxxxxx’s has provided the appropriate notice pursuant to the Class Action Fairness Act, 28 U.S.C. § 1711 et seq. (“CAFA”); d. orders that all claims made against Xxxxxx’s in the Action, including in all class action complaints asserted by the Class Plaintiffs, are dismissed with prejudice and without further costs or fees; e. discharges and releases the Xxxxxx’s Released Parties from all Released Claims up through and including the date of due process Preliminary Approval of this Settlement Agreement; f. enjoins Class Plaintiffs from suing, directly or indirectly, any of the Xxxxxx’s Released Parties for any of the Released Claims; g. requires Interim Co-Lead Counsel to file with the clerk of the Court a record of potential Settlement Class Members that timely excluded themselves from the Settlement Class, and to provide a copy of the record to Xxxxxx’s Counsel; h. incorporates the release set forth in Section II(B)(2) of this Agreement and makes that release effective as of the Effective Date as to the Class Plaintiffs and all Settlement Class Members that were not timely and validly excluded from the Settlement Class; i. determines under Federal Rule of Civil Procedure 23; (d54(b) find that there is no just reason for delay and directs that the notice provided judgment of dismissal as to government entities under Xxxxxx’s shall be final and entered forthwith, and stating: i. Final judgment as to the Class Action Fairness Act complied with 28 U.S.C. § 1715is entered in favor of Xxxxxx’s; (e) approve the plan of distribution and ii. Final judgment is granted in favor of the Settlement Amount and interest accrued thereon and authorize the Xxxxxx’s Released Parties to implement the terms on any Released Claim of the Settlement; (f) finally certify the a Settlement Class pursuant to Fed. R. Civ. P. 23(b)(3); (g) confirm Member that Plaintiffs and the Settlement Class Members have released all Released Claims and are permanently barred and enjoined from asserting, commencing, prosecuting, or continuing any of the Released Claims against the Released Parties; (h) retain jurisdiction relating did not file a timely notice for exclusion. j. reserves to the administrationCourt exclusive jurisdiction over the settlement and this Settlement Agreement, consummation, validity, enforcement, including the administration and interpretation consummation of this Agreement, the Final Approval Order, any final order approving the Fee and Expense Award and Service Awards, and for any other necessary purpose; and (i) enter a judgment and k. orders that dismisses the Action with prejudice, without costs to any Party, except Settlement Funds may be disbursed as provided in the Agreement, and subject to Final Approval Order or other order of the Court’s continuing jurisdiction over the Parties and the Settlement Fund for the purpose of enforcement of the terms of the Settlement Agreement.

Final Approval. At No fewer than seven (7) days prior to the time designated date set by the Court, Plaintiffs shall move the Court for an orderthe Fairness Hearing, substantially in Plaintiff shall apply to the form Court for entry of Exhibit B heretothe Final Approval Order, which shall specifically include provisions thatsubject to changes agreed to by the Parties for accuracy, formatting, or clarity. Electronically Filed - Xxxxxx - September 21, 2022 - 02:15 PM At the Fairness Hearing, the Parties will jointly request the Court to enter the Final Approval Order, which: (a) grants final approval of the Court has personal jurisdiction over all certification of the Settlement Class Memberssolely for the purposes of the Settlement; (b) designates the Class Representatives; (c) designates Class Counsel conditionally approved in the Preliminary Approval Order; (d) grants final approval to the Settlement and establishes this Agreement as fair, reasonable, and adequate to the Court has subject matter jurisdiction over Settlement Class; (e) provides for the claims asserted Releases of all Released Claims and enjoins Settlement Class Members from asserting, filing, maintaining, or prosecuting any of the Released Claims; (f) approves the final list of timely Opt-Outs provided by the Settlement Administrator who will not be bound by the Settlement and Final Approval Order; (g) orders the dismissal with prejudice of all claims, causes of action, and counts alleged in the Action, and that venue is proper; (b) finally approve incorporates the Settlement pursuant to Rule 23 Releases stated in this Agreement, with each of the Federal Rules of Procedure; (c) find that the Class Notice as distributed was the best notice practicable under the circumstances and fully satisfied the requirements of due process and Federal Rule of Civil Procedure 23; (d) find that the notice provided to government entities under the Class Action Fairness Act complied with 28 U.S.C. § 1715; (e) approve the plan of distribution of the Settlement Amount and interest accrued thereon and authorize the Parties to implement the terms of the Settlement; (f) finally certify the Settlement Class pursuant to Fed. R. Civ. P. 23(b)(3); (g) confirm that Plaintiffs bear its or his own costs and the Settlement Class Members have released all Released Claims and are permanently barred and enjoined from asserting, commencing, prosecuting, or continuing any of the Released Claims against the Released Parties; (h) retain jurisdiction relating to the administration, consummation, validity, enforcement, and interpretation of this Agreement, the Final Approval Order, any final order approving the Fee and Expense Award and Service Awards, and for any other necessary purpose; and (i) enter a judgment that dismisses the Action with prejudice, without costs to any Partyattorneys’ fees, except as provided in the Agreement, Section VII above; and subject to (h) preserves the Court’s continuing jurisdiction over the Parties administration of the Settlement and enforcement of this Agreement. Lead Counsel will seek the Court’s authorization for the payment by Defendant of the Attorneys’ Fees and Costs Award and the Settlement Fund for the purpose of enforcement of Class Representatives Service Award by separate order, in accordance with Section VII above and the terms of the Settlement this Agreement.

Final Approval. At the time designated by the CourtAfter Notice is given, Plaintiffs Class Counsel shall move the Court for an order, substantially in the form of Exhibit B heretoFinal Approval, which shall specifically include provisions that: include, among other provisions, a request that the Court: (a) the Court find that it has personal jurisdiction over all Injunction Settlement Class Members, the Court has and Damages Settlement Subclass Members and subject matter jurisdiction over the claims asserted in the Actionto approve this Settlement Agreement, and that venue is proper; including all attached exhibits; (b) finally approve the Settlement pursuant to Rule 23 of Agreement and the Federal Rules of Procedure; proposed settlement as fair, reasonable, and adequate as to, and in the best interests of, the Injunction Settlement Class Members and Damages Settlement Subclass Members; (c) find that direct the Class Notice as distributed was Parties and their counsel to implement and consummate the best notice practicable under the circumstances Settlement Agreement according to its terms and fully satisfied the requirements of due process and Federal Rule of Civil Procedure 23; conditions; (d) find that the Notice implemented pursuant to the Settlement Agreement: (i) constitutes the best practicable notice provided to government entities under the Class Action Fairness Act complied with 28 U.S.C. § 1715; circumstances, (ii) constitutes notice that is reasonably calculated, under the circumstances, to apprise the Damages Settlement Subclass of this settlement and their rights to object to or exclude themselves from this Settlement Agreement and to appear at the Final Approval Hearing, (iii) is reasonable and constitutes due, adequate, and sufficient notice to all persons entitled to receive notice, and (iv) meets all applicable requirements of the Federal Rules of Civil Procedure, the Due Process Clause of the United States Constitution, and the rules of the Court; (e) approve the plan of distribution finally certify or confirm certification of the Settlement Amount and interest accrued thereon and authorize the Parties to implement the terms of the Settlement; (f) finally certify the Injunction Settlement Class pursuant to and Damages Settlement Subclass under Fed. R. Civ. P. 23(b)(3); 23, including finding that the Class Representatives and Class Counsel adequately represented the Injunction Settlement Class and Damages Settlement Subclass for purposes of entering into and implementing the Agreement; (f) dismiss this case on the merits and with prejudice, without fees or costs to any party except as provided in this Settlement Agreement; (g) confirm that Plaintiffs and incorporate the Settlement Class Members have released all Released Claims and are permanently barred and enjoined from assertingReleases set forth above, commencing, prosecuting, or continuing any make the Releases effective as of the Released Claims against date of the Effective Date, and forever discharge the Released Parties; Parties as set forth herein; (h) retain jurisdiction relating authorize the Parties, without further approval from the Court, to the administrationagree to and adopt such amendments, consummation, validity, enforcementmodifications, and interpretation expansions of the Settlement Agreement and its implementing documents (including all exhibits to this Agreement, ) that (i) shall be consistent in all material respects with the Final Approval Order, any final order approving and (ii) do not limit the Fee rights of Injunction Settlement Class and Expense Award Damages Settlement Subclass; and (i) without affecting the finality of the Final Approval Order for purposes of appeal, retain jurisdiction as to all matters relating to administration, consummation, enforcement and Service Awardsinterpretation of the Settlement Agreement and the Final Approval Order, and for any other necessary purpose; and (i) enter a judgment that dismisses the Action with prejudice, without costs to any Party, except as provided in the Agreement, and subject to the Court’s continuing jurisdiction over the Parties and the Settlement Fund for the purpose of enforcement of the terms of the Settlement Agreement.

Final Approval. At Following the provision of Class Notice and expiration of the time designated by for submission of Claim Forms, exclusions, and objections, and at least fourteen (14) days prior to the CourtFinal Approval Hearing, Plaintiffs Plaintiff shall move file a motion requesting that the Court for an order, substantially in enter the form of Exhibit B heretoFinal Approval Order and Judgment, which shall specifically include provisions that: (a1) finally approve the settlement as fair, reasonable, adequate, and in the best interests of the Settlement Class; (2) find that the Court has personal jurisdiction over all Settlement Class Members, Members and that the Court has subject matter jurisdiction over the claims asserted in the Actionto approve this Settlement Agreement, and that venue is properincluding all exhibits hereto; (b) finally approve the Settlement pursuant to Rule 23 of the Federal Rules of Procedure; (c3) find that the Class Notice as distributed given was the best notice practicable under the circumstances circumstances, is due and sufficient notice to the Settlement Class, and fully satisfied satisfies the requirements of due process and Federal Rule of Civil Procedure 23; (d4) find that the notice provided to government entities under Class Representative and Class Counsel adequately represented the Settlement Class Action Fairness Act complied with 28 U.S.C. § 1715for purposes of entering into and implementing the Settlement Agreement; (e5) approve the plan of distribution of the Settlement Amount and interest accrued thereon and authorize the Parties to implement the terms of the SettlementClaim Form; (f) finally certify the Settlement Class pursuant to Fed. R. Civ. P. 23(b)(3); (g6) confirm that Plaintiffs and the Settlement Class Members Releasing Parties have released all Released Claims and are permanently barred and enjoined from asserting, commencing, prosecuting, or continuing any of the Released Claims against the Released Parties; and (h) retain jurisdiction relating to 8) dismiss the administrationAction (including, consummationwithout limitation, validityall individual claims, enforcementSettlement Class Member claims, and interpretation of this Agreement, Released Claims asserted therein against the Final Approval Order, any final order approving the Fee and Expense Award and Service Awards, and for any other necessary purpose; and (iReleased Parties) enter a judgment that dismisses the Action with prejudice, without costs to any Party, except as provided in the Agreement, and subject to the Court’s continuing Court retaining jurisdiction over the Parties and the Settlement Fund for the purpose of enforcement of the terms of this Agreement; and (9) incorporate any other provision, as the Court deems necessary and just. Defendants agree not to oppose and to cooperate in good faith with the filing of final approval motion to the extent that it conforms to the Settlement Agreement.

Final Approval. At Within a reasonable amount of time after the time designated close of the Claim Period, but no later than ten (10) calendar days, the Parties jointly will apply to the Court for the entry of the Final Order and Judgment, asking the Court to: A. Decide that the allocation of payment of claims to all Claimants is fair, reasonable, adequate and in the best interests of the Class as a whole, adjudging its terms to satisfy Federal Rules of Civil Procedure 23(e) and due process requirements, directing consummation of the terms and provisions of the Settlement Agreement, and retaining jurisdiction to effectuate the same; B. Dismiss the Action on the merits, with prejudice and without costs, with such dismissal subject only to compliance by the Parties with the terms and conditions of this Settlement Agreement and any order of the Court with reference thereto; C. Discharge and release the Releasees, and each of them, from the Released Claims; D. Permanently bar and enjoin the institution, maintenance, prosecution or enforcement by the Plaintiffs or any Settling Class Member, either directly or indirectly, representatively, derivatively or in any other capacity, of any other actions or claims that are discharged and released pursuant to this Settlement Agreement; E. Order the distribution of the money in the Class Fund or as otherwise ordered by the Court, Plaintiffs shall move the Court for an order, substantially in the form of Exhibit B hereto, which shall specifically include provisions that: (a) ; F. Find that the Court has personal jurisdiction over all Settlement Class Members, the Court has subject matter jurisdiction over the claims asserted in the Action, Action and that venue is proper; (b) finally approve the Settlement pursuant to Rule 23 of the Federal Rules of Procedure; (c) find that the Class Notice as distributed was the best notice practicable under the circumstances and fully satisfied the requirements of due process and Federal Rule of Civil Procedure 23; (d) find that the notice provided to government entities under the Class Action Fairness Act complied with 28 U.S.C. § 1715; (e) approve the plan of distribution of the Settlement Amount and interest accrued thereon and authorize the Parties to implement the terms of the Settlement; (f) finally certify the Settlement Class pursuant to Fed. R. Civ. P. 23(b)(3); (g) confirm that Plaintiffs and the Settlement Class Members have released all Released Claims and are permanently barred and enjoined from asserting, commencing, prosecuting, or continuing any of the Released Claims against the Released Parties; (h) retain jurisdiction relating to the administration, consummation, validity, enforcement, and interpretation of this Agreement, the Final Approval Order, any final order approving the Fee and Expense Award and Service Awards, and for any other necessary purpose; and (i) enter a judgment that dismisses the Action with prejudice, without costs to any Party, except as provided in the Agreement, and subject to the Court’s continuing exclusive jurisdiction over the Parties and Action until the Settlement Fund Agreement has been consummated and each and every act agreed to be performed by the Parties hereto shall have been performed, and thereafter for the purpose of enforcement of all other purposes necessary to effectuate the terms of the Settlement Agreement; G. Find, pursuant to Rule 54(b) of the Federal Rules of Civil Procedure, that there is no just reason for delay and direct entry of the Final Order and Judgment as a final judgment that is immediately appealable; and H. Direct that for a period of five (5) years, the Clerk of the Court shall preserve a record of those individuals that have timely excluded themselves from the Settlement and shall provide a certified copy of such records to the District and Class Counsel.

Final Approval. At Within one hundred forty-five (145) days of entry of the time Preliminary Approval Order, or on the date designated by the Court, Plaintiffs Plaintiff shall move the Court for an order, substantially in the form of Exhibit B heretoa Final Approval Order, which shall specifically include provisions that: (a) the Court has personal jurisdiction over all Settlement Class Members, the Court has subject matter jurisdiction over the claims asserted in the Action, and that venue is proper; (b) finally approve the Settlement pursuant to Rule 23 of the Federal Rules of Procedure; (c) find that the Class Notice as distributed was the best notice practicable under the circumstances and fully satisfied the requirements of due process Due Process and Federal Rule of Civil Procedure 23; (d) find that the notice provided to government entities under the Class Action Fairness Act complied with 28 U.S.C. § 1715; (e) approve the plan of distribution of the Settlement Amount and interest accrued thereon and authorize the Parties to implement the terms of the Settlement; (f) finally certify the Settlement Class pursuant to Fed. R. Civ. P. Federal Rules of Civil Procedure 23(b)(3); ) and (g) confirm that Plaintiffs Plaintiff and the Settlement Class Members have released all Released Claims and are permanently barred and enjoined from asserting, commencing, prosecuting, or continuing any of the Released Claims against the Released Parties; (h) retain jurisdiction relating to the administration, consummation, validity, enforcement, and interpretation of this Agreement, the Final Approval Order, any final order approving the Fee and Expense Award and Service Awards, and for any other necessary purpose; and (i) enter a judgment that dismisses the Action with prejudice, without costs to any Party, except as provided in the Agreement, and subject to the Court’s continuing jurisdiction over the Parties and the Settlement Fund for the purpose of enforcement of the terms of the Settlement Agreement.

Final Approval. At 9.1 Class Counsel shall file a motion for final approval of the time designated Settlement within sixty (60) days after the Notice Packet is sent to Settlement Class Members. 9.2 This Agreement is subject to, and conditioned upon, the issuance of the Final Approval Order by the Court. If the Settlement is finally approved, Plaintiffs shall move the Court for an orderwill enter a judgment dismissing the Action and all causes of action raised therein, with prejudice, as part of the Final Approval Order. The Parties waive any right to appeal or collaterally attack the Final Approval Order entered by the Court if substantially in the form of Exhibit B heretoE to this Agreement without material modifications. 9.3 At the Fairness Hearing, which Plaintiffs shall specifically include provisions that: (a) request entry of the Court has personal jurisdiction over all Final Approval Order: a. certifying the Settlement Class Members, the Court has subject matter jurisdiction over the claims asserted in the Action, and that venue is proper; (b) finally approve the Settlement pursuant to Rule 23 of the Federal Rules of Procedure; (c) find that the Class Notice as distributed was the best notice practicable under the circumstances and fully satisfied the requirements of due process and Federal Rule of Civil Procedure 23; (d) find that the notice provided to government entities under the Class Action Fairness Act complied with 28 U.S.C. § 1715; (e) approve the plan of distribution for purposes of the Settlement Amount only; b. finally approving the Settlement, without material modification, as fair, reasonable, and interest accrued thereon adequate and authorize the Parties directing its consummation pursuant to implement its terms; c. providing that each Settlement Class Member, who does not properly and timely Opt-Out in accordance with the terms of the Settlement; (f) finally certify , shall be bound by all provisions of the Settlement Class pursuant to Fed. R. Civ. P. 23(b)(3); (g) confirm that Plaintiffs and the Settlement Class Members have released all Released Claims Final Approval Order; x. directing that the Action be dismissed, with prejudice, without cost to either side, except as provided for herein, and are permanently barred and enjoined from asserting, commencing, prosecuting, or continuing any of releasing the Released Claims against Parties from the Released PartiesClaims; (h) retain and e. reserving jurisdiction relating to over the Action, including all future proceedings concerning the administration, consummation, validityand enforcement of the Settlement. 9.4 Except as expressly set forth in this Agreement, enforcementthe terms set forth herein are material and essential provisions, and interpretation in the event that the Court does not approve and accept all such provisions of this Agreement, this Agreement or any part of it is materially modified by the Final Approval OrderCourt or is materially modified upon appeal or remand, or if the Effective Date does not occur, this Agreement may be terminated and voided ab initio at the election of any final order approving the Fee and Expense Award and Service Awards, and for any other necessary purpose; and (i) enter a judgment that dismisses the Action with prejudice, without costs Party pursuant to any Party, except as provided in the Agreement, and subject to the Court’s continuing jurisdiction over the Parties and the Settlement Fund for the purpose of enforcement of the terms of the Settlement AgreementSection XIII.

Final Approval. At After the time designated by Final Approval Hearing, the Court, Plaintiffs Parties shall move seek to obtain from the Court for an ordera Final Approval Order, substantially identical in all material respects to the form of the Final Approval Order attached hereto as Exhibit B hereto5, which shall specifically include provisions that: (a) shall, among other things: 7.2.1. Find that the Court has personal jurisdiction over all Plaintiffs and Settlement Class Members, that the Court has subject matter jurisdiction over the claims asserted in the ActionUnderlying Actions, and that venue is proper; (b) finally ; 7.2.2. Finally approve the Settlement Agreement and the Settlement, pursuant to Rule 23 Fed. R. Civ. 7.2.3. Finally certify the Settlement Class, for settlement purposes only; 7.2.4. Find that the Notice Plan and notice dissemination methodology complied with all laws, including, but not limited to, the Due Process Clause of the Federal Rules Constitution of Procedure; the United States; 7.2.5. Dismiss all claims made by Plaintiffs against NNA in the Underlying Actions with prejudice and without costs and fees (c) find that except as provided for herein as to costs and fees); 7.2.6. Incorporate the Class Notice Released Claims set forth below in this Agreement and make the releases incorporated into the Released Claims effective as distributed was of the best notice practicable under date of the circumstances and fully satisfied Final Approval Order; 7.2.7. Issue a permanent injunction, pursuant to the requirements of due process and Federal Rule of Civil Procedure 23; (d) find that the notice provided to government entities under the Class Action Fairness Act complied with All Writs Act, 28 U.S.C. § 1715; (e) approve 1651, and the plan of distribution of the Anti-Injunction Act, 28 U.S.C. § 2283, against Settlement Amount and interest accrued thereon and authorize Class Members instituting or prosecuting any claims released under this Settlement; 7.2.8. Authorize the Parties to implement the terms of the Settlement; (f) finally certify the Settlement Class pursuant to FedAgreement; 7.2.9. R. Civ. P. 23(b)(3); (g) confirm that Plaintiffs and the Settlement Class Members have released all Released Claims and are permanently barred and enjoined from asserting, commencing, prosecuting, or continuing any of the Released Claims against the Released Parties; (h) retain Retain jurisdiction relating to the administration, consummation, validity, enforcement, and interpretation of this the Agreement, the Final Approval Order, any final order approving the Fee and Expense Award and Service Awards, and for any other necessary purpose; and (i) enter a judgment that dismisses and 7.2.10. Issue related orders to effectuate the Action with prejudice, without costs to any Party, except as provided in the Agreement, and subject to the Court’s continuing jurisdiction over the Parties and the Settlement Fund for the purpose of enforcement final approval of the terms of the Settlement AgreementAgreement and its implementation.

Final Approval. At 1. The Final Approval Hearing shall be at least 95 days from the time designated date of the motion for preliminary approval to allow Blue Sky to complete its obligations under the Class Action Fairness Act. 2. Prior to the Final Approval Hearing, on the date set by the Court, Plaintiffs the Plaintiffs, through Class Counsel, shall move submit a motion for Final Approval of the Court for Settlement by the Court, and shall seek entry of an order, substantially in the form of Exhibit B hereto, which shall specifically include provisions that: (a) the Court has personal jurisdiction over all order and final judgment between Blue Sky and Settlement Class Members, the Court has subject matter jurisdiction over the claims asserted in the Action, and that venue is proper; (b) finally approve Members who are not properly excluded as provided herein: a. finding the Settlement pursuant Agreement and its terms to be fair, reasonable and adequate within the meaning of Rule 23 23(e) of the Federal Rules of Procedure; (c) find Civil Procedure and directing its consummation pursuant to its terms; b. finding that the Class Notice as distributed was the best notice practicable under the circumstances given constitutes due, adequate and fully satisfied sufficient notice, and meets the requirements of due process and Federal Rule any applicable laws; c. providing for payment of Civil Procedure 23; Attorneys’ Fees and Expenses from the Settlement Fund (d) find as provided in Section VI.A herein); d. at the discretion of Class Counsel, providing for payment of service awards to the Named Plaintiffs; e. setting forth the method for allocating the Settlement Fund; f. directing that the notice provided Action be dismissed with prejudice as against Blue Sky and without costs to government entities under the Class Action Fairness Act complied with 28 U.S.C. § 1715; (e) approve Settling Parties; g. approving the plan release of distribution of claims specified herein as binding and effective as to the Settlement Amount and interest accrued thereon and authorize the Parties to implement the terms of the Settlement; (f) finally certify the Settlement Class pursuant to Fed. R. Civ. P. 23(b)(3); (g) confirm that Named Plaintiffs and the all other Settlement Class Members have released (who are not otherwise properly excluded as provided herein) permanently barring and enjoining the Named Plaintiffs and all other Settlement Class Members (who are not otherwise properly excluded as provided herein) from asserting any Released Claims (as defined in Section V.A herein); h. reserving exclusive and are permanently barred continuing jurisdiction over the Settlement Agreement, including the Settlement Fund (as defined in Section III.A herein) and enjoined from asserting, commencing, prosecuting, or continuing any of the Released Claims against the Released Parties; (h) retain jurisdiction relating to the administration, consummation, validity, enforcement, consummation and interpretation of this Settlement Agreement; and i. directing that an order and final judgment of dismissal be entered as between the Settling Parties in the Action. 3. If so required by the Court in connection with Final Approval of the Settlement, the Settling Parties agree to accept non-material and procedural changes to this Settlement Agreement. However, they are not obligated to accept any changes in the monetary amount of relief or any other substantive change to their respective obligations, except that, as set forth in Section VII.A, rejection of the Plan of Allocation shall not be a basis to terminate this Settlement and the Settling Parties agree to accept any changes to the Plan of Allocation required by the Court. 4. The Claims Administrator’s affidavit of compliance with Notice requirements shall be filed with the motion for Final Approval Order, any final order approving the Fee and Expense Award and Service Awards, and for any other necessary purpose; and (i) enter a judgment that dismisses the Action with prejudice, without costs to any Party, except as provided in the Agreement, and subject to the Court’s continuing jurisdiction over the Parties and the Settlement Fund for the purpose of enforcement of the terms of the Settlement AgreementSettlement.

Final Approval. At the time designated If this Settlement Agreement is preliminarily approved by the Court, Plaintiffs the Settlement Class shall move the Court for seek entry of an order, substantially in the form of Exhibit B heretoOrder and Final Judgment, which Xxxxxxx’s shall specifically include provisions that: (a) not oppose and in which it shall reasonably cooperate, that inter alia: a. finally approves this Settlement Agreement and its terms as being a fair, reasonable, and adequate settlement as to the Court has personal jurisdiction over all Settlement Class Members, Members within the Court has subject matter jurisdiction over the claims asserted in the Action, and that venue is proper; (b) finally approve the Settlement pursuant to meaning of Rule 23 of the Federal Rules of Procedure; (c) find Civil Procedure and directing its consummation according to its terms and conditions; b. determines that the Settlement Class Notice as distributed was the best notice practicable constituted, under the circumstances circumstances, the most effective and fully satisfied practicable notice of this Settlement Agreement and the requirements Fairness Hearing, and constituted due and sufficient notice for all other purposes to all Persons entitled to receive notice; c. confirms that Xxxxxxx’s has provided the appropriate notice pursuant to the Class Action Fairness Act, 28 U.S.C. § 1711 et seq. (“CAFA”); d. orders that all claims made against Xxxxxxx’s in the Action, including in all class action complaints asserted by the Class Plaintiffs, are dismissed with prejudice and without further costs or fees; e. discharges and releases the Pilgrim’s Released Parties from all Released Claims up through and including the date of due process Preliminary Approval of this Settlement Agreement; f. enjoins Class Plaintiffs from suing, directly or indirectly, any of the Pilgrim’s Released Parties for any of the Released Claims; g. requires Interim Co-Lead Counsel to file with the clerk of the Court a record of potential Settlement Class Members that timely excluded themselves from the Settlement Class, and to provide a copy of the record to Xxxxxxx’s Counsel; h. incorporates the release set forth in Section II(B)(2) of this Agreement and makes that release effective as of the Effective Date as to the Class Plaintiffs and all Settlement Class Members that were not timely and validly excluded from the Settlement Class; i. determines under Federal Rule of Civil Procedure 23; (d54(b) find that there is no just reason for delay and directs that the notice provided judgment of dismissal as to government entities under Xxxxxxx’s shall be final and entered forthwith, and stating: i. Final judgment as to the Class Action Fairness Act complied with 28 U.S.C. § 1715is entered in favor of Xxxxxxx’s; (e) approve the plan of distribution and ii. Final judgment is granted in favor of the Settlement Amount and interest accrued thereon and authorize the Pilgrim’s Released Parties to implement the terms on any Released Claim of the Settlement; (f) finally certify the a Settlement Class pursuant to Fed. R. Civ. P. 23(b)(3); (g) confirm Member that Plaintiffs and the Settlement Class Members have released all Released Claims and are permanently barred and enjoined from asserting, commencing, prosecuting, or continuing any of the Released Claims against the Released Parties; (h) retain jurisdiction relating did not file a timely notice for exclusion. j. reserves to the administrationCourt exclusive jurisdiction over the settlement and this Settlement Agreement, consummation, validity, enforcement, including the administration and interpretation consummation of this Agreement, the Final Approval Order, any final order approving the Fee and Expense Award and Service Awards, and for any other necessary purpose; and (i) enter a judgment and k. orders that dismisses the Action with prejudice, without costs to any Party, except Settlement Funds may be disbursed as provided in the Agreement, and subject to Final Approval Order or other order of the Court’s continuing jurisdiction over the Parties and the Settlement Fund for the purpose of enforcement of the terms of the Settlement Agreement.

Final Approval. At the time designated by 73. Separately from any motions for an Attorneys’ Fee Award, any Reimbursement for Costs and Expenses, or any Plaintiffs’ Service Awards, Plaintiffs and Plaintiffs’ Class Counsel agree to file with the Court, Plaintiffs shall move and Defendants will not oppose, a motion and supporting papers seeking final approval of this Settlement Agreement and for the Court for an order, entry of a Final Order and Final Judgment substantially in the form of Exhibit B hereto, which shall specifically include provisions that: (a) forms attached hereto as Exhibits “B” and “C”: a. Determining that the Court has personal jurisdiction over all Plaintiffs and Settlement Class Members, that the Court has subject matter jurisdiction over the claims asserted in the Action, and that venue is proper; (b) finally approve ; b. Finally approving the Settlement Agreement and settlement as fair, reasonable, and adequate, pursuant to Rule 23 of Fed. R. Civ. P. 23; c. Finally approving and certifying the Federal Rules of Procedure; (c) find Settlement Class for settlement purposes only; d. Finding that the Class Notice and dissemination methodology complied with all laws, including, but not limited to, the Due Process Clause of the United States Constitution, and was fair, adequate, and sufficient, as distributed was the best practicable notice practicable under the circumstances circumstances, and fully satisfied as reasonably calculated to apprise members of the Settlement Class of the Action, the Settlement Agreement, their objection rights, and their exclusion rights; e. Dismissing the Action with prejudice and without costs (except as provided for herein as to costs); f. Incorporating the Release set forth in the Settlement Agreement and making the Release effective as of the Final Approval Date; g. Listing all Opt-Outs; h. Certifying that the notification requirements of due process and Federal Rule of Civil Procedure 23; (d) find that the notice provided to government entities under the Class Action Fairness Act complied with Act, 28 U.S.C. § 1715; (e) approve , have been met; i. Approving the plan Plan of distribution of the Settlement Amount Administration and interest accrued thereon and authorize Distribution; j. Authorizing the Parties to implement the terms of the Settlement; (f) finally certify the Settlement Class pursuant to Fed. R. Civ. P. 23(b)(3); (g) confirm that Agreement; k. Permanently enjoining Plaintiffs and the all other Settlement Class Members have released all Released Claims and are permanently barred and enjoined those subject to their control, from asserting, commencing, prosecutingmaintaining, or continuing participating in, or permitting another to commence, maintain, or participate in on its behalf, any of the Released Claims against the Released Parties; (h) retain Releasees; l. Retaining jurisdiction relating to the administration, consummation, validity, enforcement, and interpretation of this Agreement, the Settlement Agreement and the Final Approval Order, any final order approving the Fee Order and Expense Award and Service AwardsFinal Judgment, and for any other necessary purpose; and (i) enter a judgment that dismisses and m. Issuing related Orders to effectuate the Action with prejudice, without costs to any Party, except as provided in the Agreement, and subject to the Court’s continuing jurisdiction over the Parties and the Settlement Fund for the purpose of enforcement of the terms final approval of the Settlement AgreementAgreement and its implementation.