Common use of Material Term Clause in Contracts

Material Term. (1) The releases, covenants, dismissals, and granting of consent contemplated in this Section shall be considered a material term of the Settlement Agreement and the failure of any Court to approve the releases, covenants, dismissals, and granting of consent contemplated herein shall give rise to a right of termination pursuant to Section 6.1 of the Settlement Agreement. 8.1 Ontario and British Columbia Bar Order (1) Class Counsel shall seek a bar order from the Ontario Court and the BC Court providing for the following: (a) to the extent such claims are recognized at law, all claims for contribution, indemnity or other claims over, whether asserted, unasserted or asserted in a representative capacity, inclusive of interest, taxes and costs, relating to the Released Claims, which were or could have been brought in the Proceedings or any Other Actions, or otherwise, by any Non-Settling Defendant, any named or unnamed co-conspirator that is not a Releasee, any Settled Defendant or any other Person or party against a Releasee, or by a Releasee against any Non-Settling Defendant, any named or unnamed co-conspirator that is not a Releasee, any Settled Defendant, or any other Person or party, are barred, prohibited and enjoined in accordance with the terms of this Section 8.1 (unless such claim is made in respect of a claim by a Person who has validly opted-out of the Proceedings); (b) if the Ontario Court or BC Court, as applicable, ultimately determines that a claim for contribution and indemnity or other claim over, whether in equity or in law, by statute or otherwise is a legally recognized claim: (i) the Ontario and BC Plaintiffs and the Ontario and BC Settlement Class Members shall not be entitled to claim or recover from the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee that portion of any damages (including punitive damages, if any), restitutionary award, disgorgement of profits, interest and costs (including investigative costs claimed pursuant to section 36 of the Competition Act, RSC 1985, c C 34) that corresponds to the Proportionate Liability of the Releasees proven at trial or otherwise; (ii) the Ontario and BC Plaintiffs and the Ontario and BC Settlement Class Members shall limit their claims against the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee to include only, and shall only seek to recover from the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee, those claims for damages (including punitive damages, if any), restitutionary award, disgorgement of profits, interest and costs (including investigative costs claimed pursuant to section 36 of the Competition Act, RSC 1985, c C 34) attributable to the aggregate of the several liability of the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee to the Ontario and BC Plaintiffs and Ontario and BC Settlement Class Members, if any, and, for greater certainty, the Ontario and BC Settlement Class Members shall be entitled to claim and seek to recover on a joint and several basis as between the Non-Settling Defendants and/or named or unnamed co- conspirators and/or any other Person or party that is not a Releasee, if permitted by law; and (iii) the Ontario and BC Courts shall have full authority to determine the Proportionate Liability of the Releasees at the trial or other disposition of the relevant Proceeding, whether or not the Releasees remain in the relevant Proceeding or appear at the trial or other disposition, and the Proportionate Liability of the Releasees shall be determined as if the Releasees are parties to the relevant Proceeding and any determination by the Ontario Court or BC Court, as applicable, in respect of the Proportionate Liability of the Releasees shall only apply in the relevant Proceeding and shall not be binding on the Releasees in any other proceeding; (c) after the relevant Proceeding against the Non-Settling Defendants has been certified and all appeals or times to appeal have been exhausted and on at least twenty (20) days’ notice to Counsel for the Settling Defendants, a Non-Settling Defendant may, on motion to the Ontario Court or the BC Court, as appropriate, seek an Order for the following, which order shall be determined as if the Named Settling Defendants remained parties to the relevant Proceeding: (i) documentary discovery and affidavit(s) of documents (list of documents in British Columbia) from the Named Settling Defendants in accordance with that Court’s rules of procedure; (ii) oral discovery of a representative(s) of the Named Settling Defendants, the transcripts of which may be read in at trial; (iii) leave to serve a request to admit (notice to admit in British Columbia) on the Named Settling Defendants in respect of factual matters; and/or (iv) the production of a representative(s) of the Named Settling Defendants to testify at trial, with such witness to be subject to cross- examination by counsel for the Non-Settling Defendants. (d) the Settling Defendants retain all rights to oppose any motion brought pursuant to Section 8.1(1)(c) , including any such motion brought at trial seeking an order requiring the Named Settling Defendants to produce a representative to testify at trial. Moreover, nothing herein restricts the Settling Defendants from seeking a protective order to maintain confidentiality and protection of proprietary information in respect of documents to be produced and/or for information obtained from discovery in accordance with Section 8.1(1)(c); (e) on any motion brought pursuant to Section 8.1(1)(c), the Ontario Court or BC Court, as applicable, may make such orders as to costs and other terms as it considers appropriate; (f) to the extent that such an order is granted and discovery is provided to a Non- Settling Defendant, a copy of all discovery provided, whether oral or documentary in nature, shall be provided by the Settling Defendants to the Plaintiffs and Class Counsel within ten (10) days of such discovery being provided to a Non-Settling Defendant; (g) the Ontario and BC Courts will retain an ongoing supervisory role over the discovery process and the Settling Defendants will attorn to the jurisdiction of the Ontario and BC Courts for these purposes; and (h) a Non-Settling Defendant may effect service of the motion(s) referred to in Section 8.1(1)(c) on the Settling Defendants by service on Counsel for the Settling Defendants.

Material Term. (1) The releases, covenants, dismissals, discontinuances, and granting of consent contemplated in this Section shall be considered a material term of the Settlement Agreement and the failure of any Court to approve the releases, covenants, dismissals, and granting of consent contemplated herein shall give rise to a right of termination pursuant to Section 6.1 of the Settlement Agreement. 8.1 Ontario and British Columbia Bar Order (1) The Plaintiffs, Class Counsel shall seek and the Settling Defendants agree that the Ontario and BC orders approving this Settlement Agreement must include a bar order from the Ontario Court and the BC Court providing for the following: (a) to the extent such claims are recognized at law, all claims for contribution, indemnity or other claims over, whether asserted, unasserted or asserted in a representative capacity, inclusive of interest, taxes and costs, relating to the Released Claims, which were or could have been brought in the Proceedings Proceedings, the Related Actions, or any Other Actions, or otherwise, by any Non-Settling Defendant, any named or unnamed co-conspirator that is not a Releasee, any Settled Defendant or any other Person or party against a Releasee, or by a Releasee against any Non-Settling Defendant, any named or unnamed co-conspirator that is not a Releasee, any Settled Defendant, or any other Person or party, are barred, prohibited and enjoined in accordance with the terms of this Section 8.1 (unless such claim is made in respect of a claim by a Person who has validly opted-out of the ProceedingsProceedings and the Related Actions); (b) if the Ontario Court or BC Court, as applicable, ultimately determines that a claim for contribution and indemnity or other claim over, whether in equity or in law, by statute or otherwise is a legally recognized claim: (i) the Ontario and BC Plaintiffs and the Ontario and BC Settlement Class Members shall not be entitled to claim or recover from the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee that portion of any damages (including punitive damages, if any), restitutionary award, disgorgement of profits, interest and costs (including investigative costs claimed pursuant to section 36 of the Competition Act, RSC 1985, c C 34) that corresponds to the Proportionate Liability of the Releasees proven at trial or otherwise; (ii) the Ontario and BC Plaintiffs and the Ontario and BC Settlement Class Members shall limit their claims against the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee to include only, and shall only seek to recover from the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee, those claims for damages (including punitive damages, if any), restitutionary award, disgorgement of profits, interest and costs (including investigative costs claimed pursuant to section 36 of the Competition Act, RSC 1985, c C 34) attributable to the aggregate of the several liability of the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee to the Ontario and BC Plaintiffs and Ontario and BC Settlement Class Members, if any, and, for greater certainty, the Ontario and BC Settlement Class Members shall be entitled to claim and seek to recover on a joint and several basis as between the Non-Settling Defendants and/or named or unnamed co- conspirators and/or any other Person or party that is not a Releasee, if permitted by law; and (iii) the Ontario and BC Courts shall have full authority to determine the Proportionate Liability of the Releasees at the trial or other disposition of the relevant ProceedingProceeding or the relevant Related Action, whether or not the Releasees remain in the relevant Proceeding or appear at the trial or other disposition, and the Proportionate Liability of the Releasees shall be determined as if the Releasees are parties to the relevant Proceeding or the relevant Related Action and any determination by the Ontario Court or BC Court, as applicable, in respect of the Proportionate Liability of the Releasees shall only apply in the relevant Proceeding or the relevant Related Action and shall not be binding on the Releasees in any other proceeding; (c) after the relevant Proceeding and/or relevant Related Action against the Non-Non- Settling Defendants has been certified and all appeals or times to appeal have been exhausted and on at least twenty (20) days’ notice to Counsel for the Settling Defendants, a Non-Settling Defendant may, on motion to the Ontario Court or the BC Court, as appropriate, seek an Order for the following, which order shall be determined as if the Named Settling Defendants remained parties to the relevant ProceedingProceeding and were parties to the relevant Related Action: (i) documentary discovery and affidavit(s) of documents (list of documents in British Columbia) from the Named Settling Defendants in accordance with that Court’s rules of procedure; (ii) oral discovery of a representative(s) of the Named Settling Defendants, the transcripts of which may be read in at trial; (iii) leave to serve a request to admit (notice to admit in British Columbia) on the Named Settling Defendants in respect of factual matters; and/or (iv) the production of a representative(s) of the Named Settling Defendants to testify at trial, with such witness to be subject to cross- examination by counsel for the Non-Settling Defendants. (d) the Settling Defendants retain all rights to oppose any motion brought pursuant to Section 8.1(1)(c) , including any such motion brought at trial seeking an order requiring the Named Settling Defendants to produce a representative to testify at trial. Moreover, nothing herein restricts the Settling Defendants from seeking a protective order to maintain confidentiality and protection of proprietary information in respect of documents to be produced and/or for information obtained from discovery in accordance with Section 8.1(1)(c); (e) on any motion brought pursuant to Section 8.1(1)(c), the Ontario Court or BC Court, as applicable, may make such orders as to costs and other terms as it considers appropriate; (f) to the extent that such an order is granted and discovery is provided to a Non- Settling Defendant, a copy of all discovery provided, whether oral or documentary in nature, shall be provided by the Settling Defendants to the Plaintiffs and Class Counsel within ten (10) days of such discovery being provided to a Non-Settling Defendant; (g) the Ontario and BC Courts will retain an ongoing supervisory role over the discovery process and the Settling Defendants will attorn to the jurisdiction of the Ontario and BC Courts for these purposes; and (h) a Non-Settling Defendant may effect service of the motion(s) referred to in Section 8.1(1)(c) on the Settling Defendants by service on Counsel for the Settling Defendants. 8.2 Quebec Waiver or Renunciation of Solidarity Order (1) The Plaintiffs, Class Counsel and the Settling Defendants agree that the Quebec order approving this Settlement Agreement must include a declaration by the Quebec Court that the Quebec Plaintiff and the Quebec Settlement Class have renounced the benefit of solidarity. The declaration obtained will provide for the following: (a) the Quebec Plaintiff and Quebec Settlement Class Members expressly waive and renounce the benefit of solidarity against the Non-Settling Defendants with respect to the facts, deeds or other conduct of the Releasees; (b) the Quebec Plaintiff and Quebec Settlement Class Members shall henceforth only be able to claim and recover damages, including punitive damages, interest and costs (including judicial fees pursuant to the Code of Civil Procedure, CQLR c C 25.01, and investigative costs claimed pursuant to section 36 of the Competition Act, RSC 1985, c C 34) attributable to the conduct of the Non-Settling Defendants, the sales by the Non-Settling Defendants, and/or other applicable measure of proportionate liability of the Non-Settling Defendants; (c) any claims in warranty or any other claim or joinder of parties to obtain any contribution or indemnity from the Releasees or relating to the Released Claims shall be inadmissible and void in the context of the Quebec Action or any Other Action commenced in Quebec; and (d) the ability of Non-Settling Defendants to seek discovery from the Named Settling Defendants shall be determined according to the provisions of the Code of Civil Procedure, CQLR c C 25.01, and the Named Settling Defendants shall retain and reserve all of their rights to oppose such discovery under the Code of Civil Procedure, CQLR c C 25.01.

Material Term. (1) The releases, covenants, dismissals, and granting of consent contemplated in this Section shall be considered a material term of the Settlement Agreement and the failure of any Court to approve the releases, covenants, dismissals, and granting of consent contemplated herein shall give rise to a right of termination pursuant to Section 6.1 5.1 of the Settlement Agreement. 8.1 7.1 Ontario and British Columbia Bar OrderOrders (1) Class Counsel shall seek a bar order orders from the Ontario Court and the BC Court providing for the following: (a) to the extent such claims are recognized at law, all claims for contribution, indemnity or other claims over, whether asserted, unasserted or asserted in a representative capacity, inclusive of interest, taxes and costs, relating to the Released Claims, which were or could have been brought in the Proceedings or any Other Actions, or otherwise, by any Non-Settling Defendant, any named or unnamed co-conspirator that is not a Releasee, any Settled Defendant or any other Person or party against a Releasee, or by a Releasee against any Non-Settling Defendant, any named or unnamed co-conspirator that is not a Releasee, any Settled Defendant, or any other Person or party, are barred, prohibited and enjoined in accordance with the terms of this Section 8.1 (unless such claim is made in respect of a claim by a Person who has validly opted-opted out of the Proceedings); (b) if the Ontario Court or the BC Court, as applicable, ultimately determines that a claim for contribution and indemnity or other claim over, whether in equity or in law, by statute or otherwise is a legally recognized claim: (i) the Ontario and BC Plaintiffs and the Ontario and BC Settlement Class Members shall not be entitled to claim or recover from the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee that portion of any damages (including punitive damages, if any), restitutionary award, disgorgement of profits, interest and costs (including investigative costs claimed pursuant to section 36 of the Competition Act, RSC 1985, c C 34) that corresponds to the Proportionate Liability of the Releasees proven at trial or otherwise; (ii) the Ontario and BC Plaintiffs and the Ontario and BC Settlement Class Members shall limit their claims against the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee to include only, and shall only seek to recover from the Non-Settling Defendants and/or named or unnamed co-co- conspirators and/or any other Person or party that is not a Releasee, those claims for damages (including punitive damages, if any), restitutionary award, disgorgement of profits, interest and costs (including investigative costs claimed pursuant to section 36 of the Competition Act, RSC 1985, c C 34) attributable to the aggregate of the several liability of the Non-Settling Defendants and/or named or unnamed co-co- conspirators and/or any other Person or party that is not a Releasee to the Ontario and BC Plaintiffs and Ontario and BC Settlement Class Members, if any, and, for greater certainty, the Ontario and BC Settlement Class Members shall be entitled to claim and seek to recover on a joint and several basis as between the Non-Settling Defendants and/or named or unnamed co- co-conspirators and/or any other Person or party that is not a Releasee, if permitted by law; and (iii) the Ontario Court and BC Courts Court shall have full authority to determine the Proportionate Liability of the Releasees at the trial or other disposition of the relevant Proceeding, whether or not the Releasees remain in the relevant Proceeding or appear at the trial or other disposition, and the Proportionate Liability of the Releasees shall be determined as if the Releasees are parties to the relevant Proceeding and any determination by the Ontario Court or BC Court, as applicable, Court in respect of the Proportionate Liability of the Releasees shall only apply in the relevant Proceeding and shall not be binding on the Releasees in any other proceeding; (c) after the relevant Proceeding against the Non-Settling Defendants has been certified and all appeals or times to appeal have been exhausted and on at least twenty (20) days’ notice to Counsel for the Settling Defendants, a Non-Settling Defendant may, on motion to the Ontario Court or the BC Court, as appropriate, seek an Order for the following, which order shall be determined as if the Named Settling Defendants remained parties to the relevant Proceeding: (i) documentary discovery and affidavit(s) of documents (list of documents in British Columbia) from the Named Settling Defendants Defendant(s) in accordance with that Court’s rules of procedure; (ii) oral discovery of a representative(s) of the Named Settling DefendantsDefendant(s), the transcripts transcript of which may be read in at trial; (iii) leave to serve a request request(s) to admit (notice to admit in British Columbia) on the Named Settling Defendants Defendant(s) in respect of factual matters; and/or (iv) the production of a representative(s) of the Named Settling Defendants Defendant(s) to testify at trial, with such witness to be subject to cross- cross-examination by counsel for the Non-Settling Defendants. (d) the Settling Defendants retain all rights to oppose any motion brought pursuant to Section 8.1(1)(c) 7.1(1)(c), including any such motion brought at trial seeking an order requiring the Named Settling Defendants to produce a representative to testify at trial. Moreover, nothing herein restricts the Settling Defendants from seeking a protective order to maintain confidentiality and protection of proprietary information in respect of documents to be produced and/or for information obtained from discovery in accordance with Section 8.1(1)(c7.1(1)(c); (e) on any motion brought pursuant to Section 8.1(1)(c7.1(1)(c), the Ontario Court or BC Court, as applicable, may make such orders as to costs and other terms as it considers appropriate; (f) to the extent that such an order is granted and discovery is provided to a Non- Settling Defendant, a copy of all discovery provided, whether oral or documentary in nature, shall be provided by the Settling Defendants to the Plaintiffs and Class Counsel within ten (10) days of such discovery being provided to a Non-Settling Defendant; (g) the Ontario Court and BC Courts Court will retain an ongoing supervisory role over the discovery process and the Settling Defendants will attorn to the jurisdiction of the Ontario Court and BC Courts Court for these purposes; and (h) a Non-Settling Defendant may effect service of the motion(s) referred to in Section 8.1(1)(c7.1(1)(c) on the a Settling Defendants Defendant by service on Counsel for the Settling Defendants.

Material Term. (1) The releases, covenants, dismissals, and granting of consent contemplated in this Section shall be considered a material term of the Settlement Agreement and the failure of any Court to approve the releases, covenants, dismissals, and granting of consent contemplated herein shall give rise to a right of termination pursuant to Section 6.1 5.1 of the Settlement Agreement. 8.1 7.1 Ontario and British Columbia Bar Order (1) Class Counsel shall seek a bar order from the Ontario Court and the BC Court providing for the following: (a) to the extent such claims are recognized at law, all claims for contribution, indemnity or other claims over, whether asserted, unasserted or asserted in a representative capacity, inclusive of interest, taxes and costs, relating to the Released Claims, which were or could have been brought in the Proceedings Proceedings, the Related Action, or any Other Actions, or otherwise, by any Non-Settling Defendant, any named or unnamed co-conspirator that is not a Releasee, any Settled Defendant or any other Person or party against a Releasee, or by a Releasee against any Non-Non- Settling Defendant, any named or unnamed co-conspirator that is not a Releasee, any Settled Defendant, or any other Person or party, are barred, prohibited and enjoined in accordance with the terms of this Section 8.1 7.1 (unless such claim is made in respect of a claim by a Person who has validly opted-out of the ProceedingsProceedings and the Related Action); (b) if the Ontario Court or BC Court, as applicable, ultimately determines that a claim for contribution and indemnity or other claim over, whether in equity or in law, by statute or otherwise is a legally recognized claim: (i) the Ontario and BC Plaintiffs and the Ontario and BC Settlement Class Members shall not be entitled to claim or recover from the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee that portion of any damages (including punitive damages, if any), restitutionary award, disgorgement of profits, interest and costs (including investigative costs claimed pursuant to section 36 of the Competition Act, RSC 1985, c C 34) that corresponds to the Proportionate Liability of the Releasees proven at trial or otherwise; (ii) the Ontario and BC Plaintiffs and the Ontario and BC Settlement Class Members shall limit their claims against the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee to include only, and shall only seek to recover from the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee, those claims for damages (including punitive damages, if any), restitutionary award, disgorgement of profits, interest and costs (including investigative costs claimed pursuant to section 36 of the Competition Act, RSC 1985, c C 34) attributable to the aggregate of the several liability of the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee to the Ontario and BC Plaintiffs and Ontario and BC Settlement Class Members, if any, and, for greater certainty, the Ontario and BC Settlement Class Members shall be entitled to claim and seek to recover on a joint and several basis as between the Non-Settling Defendants and/or named or unnamed co- conspirators and/or any other Person or party that is not a Releasee, if permitted by law; and (iii) the Ontario and BC Courts shall have full authority to determine the Proportionate Liability of the Releasees at the trial or other disposition of the relevant ProceedingProceeding or the Related Action, whether or not the Releasees remain in the relevant Proceeding or appear at the trial or other disposition, and the Proportionate Liability of the Releasees shall be determined as if the Releasees are parties to the relevant Proceeding or the Related Action and any determination by the Ontario Court or BC Court, as applicable, in respect of the Proportionate Liability of the Releasees shall only apply in the relevant Proceeding or the Related Action and shall not be binding on the Releasees in any other proceeding; (c) after the relevant Proceeding and/or the Related Action against the Non-Settling Defendants has been certified and all appeals or times to appeal have been exhausted and on at least twenty (20) days’ notice to Counsel for the Settling Defendants, a Non-Settling Defendant may, on motion to the Ontario Court or the BC Court, as appropriate, seek an Order for the following, which order shall be determined as if the Named Settling Defendants remained parties to the relevant ProceedingProceeding and were parties to the Related Action: (i) documentary discovery and affidavit(s) of documents (list of documents in British Columbia) from the Named Settling Defendants in accordance with that Court’s rules of procedure; (ii) oral discovery of a representative(s) of the Named Settling Defendants, the transcripts of which may be read in at trial; (iii) leave to serve a request to admit (notice to admit in British Columbia) on the Named Settling Defendants in respect of factual matters; and/or (iv) the production of a representative(s) of the Named Settling Defendants to testify at trial, with such witness to be subject to cross- cross-examination by counsel for the Non-Settling Defendants. (d) the Settling Defendants retain all rights to oppose any motion brought pursuant to Section 8.1(1)(c) 7.1(1)(c), including any such motion brought at trial seeking an order requiring the Named Settling Defendants to produce a representative to testify at trial. Moreover, nothing herein restricts the Settling Defendants from seeking a protective order to maintain confidentiality and protection of proprietary information in respect of documents to be produced and/or for information obtained from discovery in accordance with Section 8.1(1)(c7.1(1)(c); (e) on any motion brought pursuant to Section 8.1(1)(c7.1(1)(c), the Ontario Court or BC Court, as applicable, may make such orders as to costs and other terms as it considers appropriate; (f) to the extent that such an order is granted and discovery is provided to a Non- Settling Defendant, a copy of all discovery provided, whether oral or documentary in nature, shall be provided by the Settling Defendants to the Plaintiffs and Class Counsel within ten (10) days of such discovery being provided to a Non-Settling Defendant; (g) the Ontario and BC Courts will retain an ongoing supervisory role over the discovery process and the Settling Defendants will attorn to the jurisdiction of the Ontario and BC Courts for these purposes; and (h) a Non-Settling Defendant may effect service of the motion(s) referred to in Section 8.1(1)(c7.1(1)(c) on the Settling Defendants by service on Counsel for the Settling Defendants.

Material Term. (1) The releases, covenants, dismissals, and granting of consent contemplated in this Section shall be considered a material term of the Settlement Agreement and the failure of any Court to approve the releases, covenants, dismissals, and granting of consent contemplated herein shall give rise to a right of termination pursuant to Section 6.1 4.1 of the Settlement Agreement. 8.1 6.1 Ontario and British Columbia Bar Order (1) Class Counsel shall seek a obtain bar order orders from the Ontario Court and the BC Court providing for the following: (a) to the extent such claims are recognized at law, all claims for contribution, indemnity or other claims over, whether asserted, unasserted or asserted in a representative capacity, inclusive of interest, taxes and costs, relating to the Released Claims, which were or could have been brought in the Proceedings or any Other ActionsProceedings, or otherwise, by any Non-Settling Defendant, any named or unnamed co-conspirator that is not a Releasee, any Settled Defendant Releasee or any other Person or party against a Releasee, or by a Releasee against any Non-Settling Defendant, any named or unnamed co-co- conspirator that is not a Releasee, any Settled Defendant, or any other Person or party, are barred, prohibited and enjoined in accordance with the terms of this Section 8.1 (unless such claim is made in respect of a claim by a Person who has validly opted-opted out of the Proceedings); (b) if the Ontario Court or BC Court, as applicable, ultimately determines that there is a claim for right of contribution and indemnity or other claim over, whether in equity or in law, by statute or otherwise is a legally recognized claimotherwise: (i) the Ontario and BC Plaintiffs and the Ontario and BC Settlement Class Members shall not be entitled to claim or recover from the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee that portion of any damages (including punitive damages, if any), restitutionary award, disgorgement of profits, interest and costs (including investigative costs claimed pursuant to section 36 of the Competition Act, RSC 1985, c C 34) that corresponds to the Proportionate Liability of the Releasees proven at trial or otherwise; (ii) the Ontario and BC Plaintiffs and the Ontario and BC Settlement Class Members shall limit their claims against the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee to include onlyinclude, and shall only seek be entitled to recover from the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee, those only such claims for damages (including punitive damages, if any), restitutionary award, disgorgement of profits, costs, and interest and costs (including investigative costs claimed pursuant to section 36 of the Competition Act, RSC 1985, c C 34) attributable to the aggregate of the several liability of the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee to the Ontario and BC Plaintiffs and Ontario and BC Settlement Class Members, if any, and, for greater certainty, the Ontario and BC Settlement Class Members shall be entitled to claim and seek to recover on a joint and several basis as between the Non-Settling Defendants and/or named or unnamed co- co-conspirators and/or any other Person or party that is not a Releasee, if permitted to the extent provided by law; and (iii) the Ontario and BC Courts shall have full authority to determine the Proportionate Liability of the Releasees at the trial or other disposition of the relevant Proceeding, whether or not the Releasees remain in the relevant Proceeding or appear at the trial or other disposition, and the Proportionate Liability of the Releasees shall be determined as if the Releasees are parties to the relevant Proceeding and any determination by the Ontario Court or BC Court, as applicable, in respect of the Proportionate Liability of the Releasees shall only apply in the relevant Proceeding and shall not be binding on the Releasees in any other proceeding; (c) after the relevant Proceeding against the Non-Settling Defendants has been certified and all appeals or times to appeal have been exhausted exhausted, and on at least twenty (20) days’ notice to Counsel for the Settling Defendants, a Non-Settling Defendant may, on motion to the Ontario Court or the BC Court, as appropriate, seek an Order Orders for the following, which order orders shall be determined as if the Named Settling Defendants remained parties to the relevant Proceeding: (i) documentary discovery and affidavit(s) an affidavit of documents (list of documents in British Columbia) from the Named Settling Defendants in accordance with that Court’s rules of procedure; (ii) oral discovery of a representative(s) representative of the Named Settling Defendants, the transcripts transcript of which may be read in at trial; (iii) leave to serve a request to admit (notice to admit in British Columbia) on the Named Settling Defendants in respect of factual matters; and/or (iv) the production of a representative(s) representative of the Named Settling Defendants to testify at trial, with such witness to be subject to cross- cross-examination by counsel for the Non-Settling Defendants. (d) the Settling Defendants retain all rights to oppose any motion brought pursuant to Section 8.1(1)(c) 6.1(1)(c), including any such motion brought at trial seeking an order requiring the Named Settling Defendants to produce a representative to testify at trial. Moreover, nothing herein restricts the Settling Defendants from seeking a protective order to maintain confidentiality and protection of proprietary information in respect of documents to be produced and/or for information obtained from discovery in accordance with Section 8.1(1)(c6.1(1)(c); (e) on any motion brought pursuant to Section 8.1(1)(c6.1(1)(c), the Ontario Court or BC Court, as applicable, may make such orders Orders as to costs and other terms as it considers appropriate; (f) to the extent that such an order is granted and discovery is provided to a Non- Settling Defendant, a copy of all discovery provided, whether oral or documentary in nature, shall be provided by the Settling Defendants to the Plaintiffs and Class Counsel within ten (10) days of such discovery being provided to a Non-Settling Defendant; (g) the Ontario and BC Courts will retain an ongoing supervisory role over the discovery process and the Settling Defendants will attorn to the jurisdiction of the Ontario and BC Courts for these purposes; and (h) a Non-Settling Defendant may effect service of the motion(s) referred to in Section 8.1(1)(c6.1(1)(c) on the Settling Defendants by service on Counsel for the Settling DefendantsDefendants in the relevant Proceedings.

Material Term. (1) The releases, covenants, dismissals, and granting of consent contemplated in this Section shall be considered a material term of the this Settlement Agreement and the failure of any Court to approve the releases, covenants, dismissals, and granting of consent contemplated herein shall give rise to a right of termination pursuant to Section 6.1 5.1 of the this Settlement Agreement. 8.1 7.1 Ontario and British Columbia Bar OrderOrders (1) Class Counsel shall seek a bar order orders from the Ontario Court and the BC Court providing for the following: (a) to the extent such claims are recognized at law, all claims for contribution, indemnity or other claims over, whether asserted, unasserted or asserted in a representative capacity, inclusive of interest, taxes and costs, relating to the Released Claims, which were or could have been brought in the Proceedings or any Other Actions, or otherwise, by any Non-Settling Defendant, any named or unnamed co-conspirator that is not a Releasee, any Settled Defendant or any other Person or party against a Releasee, or by a Releasee against any Non-Settling Defendant, any named or unnamed co-conspirator that is not a Releasee, any Settled Defendant, or any other Person or party, are barred, prohibited and enjoined in accordance with the terms of this Section 8.1 (unless such claim is made in respect of a claim by a Person who has validly opted-opted out of the Proceedings); (b) if the Ontario Court or the BC Court, as applicable, ultimately determines that a claim for contribution and indemnity or other claim over, whether in equity or in law, by statute statute, contract or otherwise is a legally recognized claim: (i) the Ontario and BC Plaintiffs and the Ontario and BC Settlement Class Members shall not be entitled to claim or recover from the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee that portion of any damages (including punitive damages, if any), restitutionary award, disgorgement of profits, interest and costs (including investigative costs claimed pursuant to section 36 of the Competition Act, RSC 1985, c C 34) that corresponds to the Proportionate Liability of the Releasees proven at trial or otherwise; (ii) the Ontario and BC Plaintiffs and the Ontario and BC Settlement Class Members shall limit their claims against the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee to include only, and shall only seek to recover from the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee, those claims for damages (including punitive damages, if any), restitutionary award, disgorgement of profits, interest and costs (including investigative costs claimed pursuant to section 36 of the Competition Act, RSC 1985, c C 34) attributable to the aggregate of the several liability of the Non-Settling Defendants and/or named or unnamed co-co- conspirators and/or any other Person or party that is not a Releasee to the Ontario and BC Plaintiffs and Ontario and BC Settlement Class Members, if any, and, for greater certainty, the Ontario and BC Settlement Class Members shall be entitled to claim and seek to recover on a joint and several basis as between the Non-Settling Defendants and/or named or unnamed co- co-conspirators and/or any other Person or party that is not a Releasee, if permitted by law; and (iii) the Ontario Court and BC Courts Court shall have full authority to determine the Proportionate Liability of the Releasees at the trial or other disposition of the relevant Proceeding, whether or not the Releasees remain in the relevant Proceeding or appear at the trial or other disposition, and the Proportionate Liability of the Releasees shall be determined as if the Releasees are parties to the relevant Proceeding and any determination by the Ontario Court or BC Court, as applicable, Court in respect of the Proportionate Liability of the Releasees shall only apply in the relevant Proceeding and shall not be binding on the Releasees in any other proceeding; (c) after the relevant Proceeding against the Non-Settling Defendants has been certified and all appeals or times to appeal have been exhausted and on at least twenty (20) days’ notice to Counsel for the Settling Defendants, a Non-Settling Defendant may, on motion to the Ontario Court or the BC Court, as appropriate, seek an Order for the following, which order shall be determined as if the Named Settling Defendants remained parties to the relevant Proceeding: (i) documentary discovery and affidavit(s) of documents (list of documents in British Columbia) from the Named Settling Defendants Defendant(s) in accordance with that Court’s rules of procedure; (ii) oral discovery of a representative(s) of the Named Settling DefendantsDefendant(s), the transcripts transcript of which may be read in at trial; (iii) leave to serve a request request(s) to admit (notice to admit in British Columbia) on the Named Settling Defendants Defendant(s) in respect of factual matters; and/or (iv) the production of a representative(s) of the Named Settling Defendants Defendant(s) to testify at trial, with such witness to be subject to cross- cross-examination by counsel for the Non-Settling Defendants. (d) the Settling Defendants retain all rights to oppose any motion brought pursuant to Section 8.1(1)(c) 7.1(1)(c), including any such motion brought at trial seeking an order requiring the Named Settling Defendants to produce a representative to testify at trial. Moreover, nothing herein restricts the Settling Defendants from seeking a protective order to maintain confidentiality and protection of proprietary information in respect of documents to be produced and/or for information obtained from discovery in accordance with Section 8.1(1)(c7.1(1)(c); (e) on any motion brought pursuant to Section 8.1(1)(c7.1(1)(c), the Ontario Court or BC Court, as applicable, may make such orders as to costs and other terms as it considers appropriate; (f) to the extent that such an order is granted and discovery is provided to a Non- Settling Defendant, a copy of all discovery provided, whether oral or documentary in nature, shall be provided by the Settling Defendants to the Plaintiffs and Class Counsel within ten (10) days of such discovery being provided to a Non-Settling Defendant; (g) the Ontario Court and BC Courts Court will retain an ongoing supervisory role over the discovery process and the Settling Defendants will attorn to the jurisdiction of the Ontario Court and BC Courts Court for these purposes; and (h) a Non-Settling Defendant may effect service of the motion(s) referred to in Section 8.1(1)(c7.1(1)(c) on the a Settling Defendants Defendant by service on Counsel for the Settling Defendants.

Material Term. ‌ (1) The releases, covenants, dismissals, and granting of consent releases contemplated in this Section section shall be considered a material term of the Settlement Agreement and the failure of any Court to approve the releases, covenants, dismissals, and granting of consent releases contemplated herein shall give rise to a right of termination pursuant to section Section 6.1 6 of the Settlement Agreement.. Section 8- Bar Order, Waiver of Solidarity Order and Other Claims‌ 8.1 Ontario and British Columbia and Ontario Bar OrderOrder‌ (1) Class Counsel Bar orders shall seek a bar order from be granted by the Ontario BC Court and the BC Ontario Court providing for the following: (a) to the extent such claims are recognized at law, all claims for contribution, indemnity or other claims over, whether asserted, unasserted or asserted in a representative capacity, inclusive of interest, taxes and costs, relating to the Released Claims, which were or could have been brought in the Proceedings or any Other Actions, or otherwise, by any Non-Settling Defendant, by any named or unnamed co-conspirator that is not a Releasee, any Settled Defendant conspirators or by any other Person person or party party, against a Releasee, or by a Releasee against any Non-Settling Defendant, any named or unnamed co-conspirator that is not a Releasee, any Settled Defendant, or any other Person or party, are barred, prohibited and enjoined in accordance with the terms of this Section 8.1 (unless such claim is made in respect of a claim by a Person who has validly opted-out of the Proceedings)Section; (b) if the BC or Ontario Court or BC Court, as applicable, ultimately determines that there is a claim for right of contribution and indemnity or other claim over, whether in equity or in law, by statute or otherwise is a legally recognized claim: (i) otherwise, among the Ontario and BC Defendants, the Plaintiffs and the Ontario and BC Settlement Class Members in the relevant Proceeding shall not be entitled to claim or recover from the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is are not a Releasee Releasees that portion of any damages (including punitive damages, if any), restitutionary award, disgorgement of profits, interest and costs (including investigative costs claimed pursuant to section s. 36 of the Competition Act, RSC 1985, c C 34) that corresponds to the Proportionate Liability of the Releasees proven at trial or otherwise; (iic) the Ontario and BC Plaintiffs and the Ontario and BC Settlement Class Members in the relevant Proceeding shall limit their claims against the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is are not a Releasee to include onlyReleasees to, and shall only seek be entitled to recover from the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is are not a ReleaseeReleasees, only those claims for damages (including punitive damages, if any), restitutionary award, disgorgement of profits, costs and interest and costs (including investigative costs claimed pursuant to section 36 of the Competition Act, RSC 1985, c C 34) attributable to the aggregate of the several liability of the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is are not a Releasee Releasees to the Ontario and BC Plaintiffs and Ontario and BC the Settlement Class MembersMembers in the relevant Proceeding, if any, and, for greater certainty, the Ontario and BC Settlement Class Members in the relevant Proceeding shall be entitled to claim and seek to recover on a joint and several basis as between the Non-Non- Settling Defendants and/or named or unnamed co- co-conspirators and/or any other Person or party that is are not a ReleaseeReleasees, if permitted to the extent provided by law; and; (iiid) the Ontario and BC Courts shall have full authority to determine the Proportionate Liability of the Releasees at the trial or other disposition of the relevant Proceeding, whether or not the Releasees remain in the relevant Proceeding or appear at the trial or other disposition, and the Proportionate Liability of the Releasees shall be determined as if the Releasees are parties to the relevant Proceeding and any determination by the Ontario this Court or BC Court, as applicable, in respect of the Proportionate Liability of the Releasees shall only apply in the relevant Proceeding and shall not be binding on the Releasees in any other proceeding;proceedings; and (ce) after a Non-Settling Defendant may, on motion to the BC Court or to the Ontario Court, as applicable, determined as if the Settling Defendant remained a party to the relevant Proceeding Proceedings, and on at least thirty (30) days notice to Counsel for the Settling Defendant, and not to be brought unless and until the relevant Proceedings against the Non-Settling Defendants has been certified and all appeals or times to appeal have been exhausted and on at least twenty (20) days’ notice to Counsel exhausted, seek orders for the Settling Defendants, a Non-Settling Defendant may, on motion to the Ontario Court or the BC Court, as appropriate, seek an Order for the following, which order shall be determined as if the Named Settling Defendants remained parties to the relevant Proceeding:following:‌ (iA) documentary discovery and affidavit(s) an affidavit of documents (list of documents in British Columbia) from the Named Settling Defendants in accordance with that Court’s rules of procedureprocedure from the Settling Defendant; (iiB) oral discovery of a representative(s) representative of the Named Settling DefendantsDefendant, the transcripts transcript of which may be read in at trial; (iiiC) leave to serve a request to admit (notice to admit in British Columbia) on the Named Settling Defendants Defendant in respect of factual matters; and/or (ivD) the production of a representative(s) representative of the Named Settling Defendants Defendant to testify at trial, with such witness to be subject to cross- cross-examination by counsel for the Non-Settling Defendants. (df) the Settling Defendants retain Defendant retains all rights to oppose any motion brought pursuant to Section 8.1(1)(c) 8.1(1)(e), including any such motion brought at trial seeking an order requiring the Named Settling Defendants Defendant to produce a representative to testify at trial. Moreover, nothing herein restricts the Settling Defendants Defendant from seeking a protective order to maintain confidentiality and protection of proprietary information in respect of documents to be produced and/or for information obtained from discovery in accordance with Section 8.1(1)(c); (eg) on any motion brought pursuant to Section 8.1(1)(c8.1(1)(e), the BC or Ontario Court or BC Court, as applicable, may make such orders as to costs and other terms as it considers appropriate; (fh) to the extent that such an order is granted and discovery is provided to a Non- Settling Defendant, a copy of all discovery provided, whether oral or documentary in nature, shall be provided by the Settling Defendants Defendant to the Plaintiffs and Class Counsel within ten (10) days of such discovery being provided to a Non-Settling Defendant; (gi) the BC and Ontario and BC Courts will retain an ongoing supervisory role over the discovery process and the Settling Defendants Defendant will attorn to the jurisdiction of the BC and Ontario and BC Courts for these (but no other) purposes; and (hj) a Non-Settling Defendant may effect service of the motion(s) referred to in Section 8.1(1)(c8.1(1)(e) on the a Settling Defendants Defendant by service on Counsel for the Settling DefendantsDefendant in the relevant Proceedings.

Material Term. (1) The releases, covenants, dismissals, and granting of consent contemplated in this Section shall be considered a material term of the Settlement Agreement and the failure of any Court to approve the releases, covenants, dismissals, and granting of consent contemplated herein shall give rise to a right of termination pursuant to Section 6.1 of the Settlement Agreement. 8.1 Ontario and British Columbia Bar OrderOrders (1) Class Counsel shall seek a bar order orders from the Ontario Court and the BC Court providing for the following: (a) to the extent such claims are recognized at law, all claims for contribution, indemnity or other claims over, whether asserted, unasserted or asserted in a representative capacity, inclusive of interest, taxes and costs, relating to the Released Claims, which were or could have been brought in the Proceedings Proceedings, Related Action, or any Other Actions, or otherwise, by any Non-Non- Settling Defendant, any named or unnamed co-conspirator that is not a Releasee, any Settled Defendant or any other Person or party against a Releasee, or by a Releasee against any Non-Settling Defendant, any named or unnamed co-co- conspirator that is not a Releasee, any Settled Defendant, or any other Person or party, are barred, prohibited and enjoined in accordance with the terms of this Section 8.1 (unless such claim is made in respect of a claim by a Person who has validly opted-opted out of the ProceedingsProceedings and the Related Action); (b) if the Ontario Court or the BC Court, as applicable, ultimately determines that a claim for contribution and indemnity or other claim over, whether in equity or in law, by statute or otherwise is a legally recognized claim: (i) the Ontario and BC Plaintiffs and the Ontario and BC Settlement Class Members shall not be entitled to claim or recover from the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee that portion of any damages (including punitive damages, if any), restitutionary award, disgorgement of profits, interest and costs (including investigative costs claimed pursuant to section 36 of the Competition Act, RSC 1985, c C 34) that corresponds to the Proportionate Liability of the Releasees proven at trial or otherwise; (ii) the Ontario and BC Plaintiffs and the Ontario and BC Settlement Class Members shall limit their claims against the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee to include only, and shall only seek to recover from the Non-Settling Defendants and/or named or unnamed co-co- conspirators and/or any other Person or party that is not a Releasee, those claims for damages (including punitive damages, if any), restitutionary award, disgorgement of profits, interest and costs (including investigative costs claimed pursuant to section 36 of the Competition Act, RSC 1985, c C 34) attributable to the aggregate of the several liability of the Non-Settling Defendants and/or named or unnamed co-co- conspirators and/or any other Person or party that is not a Releasee to the Ontario and BC Plaintiffs and Ontario and BC Settlement Class Members, if any, and, for greater certainty, the Ontario and BC Settlement Class Members shall be entitled to claim and seek to recover on a joint and several basis as between the Non-Settling Defendants and/or named or unnamed co- co-conspirators and/or any other Person or party that is not a Releasee, if permitted by law; and (iii) the Ontario Court and BC Courts Court shall have full authority to determine the Proportionate Liability of the Releasees at the trial or other disposition of the relevant ProceedingProceeding or Related Action, whether or not the Releasees remain in the relevant Proceeding or appear at the trial or other disposition, and the Proportionate Liability of the Releasees shall be determined as if the Releasees are parties to the relevant Proceeding or Related Action and any determination by the Ontario Court or BC Court, as applicable, Court in respect of the Proportionate Liability of the Releasees shall only apply in the relevant Proceeding or Related Action and shall not be binding on the Releasees in any other proceeding; (c) after the relevant Proceeding and/or Related Action against the Non-Settling Defendants has been certified and all appeals or times to appeal have been exhausted and on at least twenty (20) days’ notice to Counsel for the Settling Defendants, a Non-Settling Defendant may, on motion to the Ontario Court or the BC Court, as appropriate, seek an Order for the following, which order shall be determined as if the Named Settling Defendants and Woojin Industry Co., Ltd. remained parties to the relevant ProceedingProceeding and were parties to the Related Action: (i) documentary discovery and affidavit(s) of documents (list of documents in British Columbia) from the Named Settling Defendants Defendant(s) and Woojin Industry Co., Ltd. in accordance with that Court’s rules of procedure; (ii) oral discovery of a representative(s) of the Named Settling DefendantsDefendant(s) and Woojin Industry Co., Ltd., the transcripts transcript of which may be read in at trial; (iii) leave to serve a request request(s) to admit (notice to admit in British Columbia) on the Named Settling Defendants Defendant(s) and Woojin Industry Co., Ltd. in respect of factual matters; and/or (iv) the production of a representative(s) of the Named Settling Defendants Defendant(s) and Woojin Industry Co., Ltd. to testify at trial, with such witness to be subject to cross- cross-examination by counsel for the Non-Settling Defendants. (d) the Settling Defendants and Woojin Industry Co., Ltd. retain all rights to oppose any motion brought pursuant to Section 8.1(1)(c) ), including any such motion brought at trial seeking an order requiring the Named Settling Defendants or Woojin Industry Co., Ltd. to produce a representative to testify at trial. Moreover, nothing herein restricts the Settling Defendants or Woojin Industry Co., Ltd. from seeking a protective order to maintain confidentiality and protection of proprietary information in respect of documents to be produced and/or for information obtained from discovery in accordance with Section 8.1(1)(c); (e) on any motion brought pursuant to Section 8.1(1)(c), the Ontario Court or BC Court, as applicable, may make such orders as to costs and other terms as it considers appropriate; (f) to the extent that such an order is granted and discovery is provided to a Non- Settling Defendant, a copy of all discovery provided, whether oral or documentary in nature, shall be provided by the Settling Defendants to the Plaintiffs and Class Counsel within ten (10) days of such discovery being provided to a Non-Settling Defendant; (g) the Ontario Court and BC Courts Court will retain an ongoing supervisory role over the discovery process and the Settling Defendants will attorn to the jurisdiction of the Ontario Court and BC Courts Court for these purposes; and (h) a Non-Settling Defendant may effect service of the motion(s) referred to in Section 8.1(1)(c) on the a Settling Defendants Defendant by service on Counsel for the Settling Defendants.

Material Term. ‌ (1) The releases, covenants, dismissals, discontinuances, and granting of consent contemplated in this Section 6 shall be considered a material term of the Settlement Agreement and the failure of any Court to approve the releases, covenants, dismissals, and discontinuances granting of consent contemplated herein shall give rise to a right of termination pursuant to Section 6.1 5.1 of the Settlement Agreement.. SECTION 7– BAR ORDER, WAIVER OF SOLIDARITY ORDER AND RESERVATION OF OTHER CLAIMS‌ 8.1 7.1 Ontario and British Columbia Bar OrderOrder‌ (1) The Plaintiffs, Class Counsel shall seek Counsel, and the Settling Defendants agree that the Ontario and BC orders approving this settlement must include a bar order from the Ontario Court and the BC Court providing for the following: (a) to the extent such claims are recognized at law, all claims for contribution, indemnity or other claims over, whether asserted, unasserted or asserted in a representative capacity, inclusive of interest, taxes and costs, relating to the Released Claims, which were or could have been brought in the Proceedings Proceedings, the Related Actions, or any Other Actions, or otherwise, by any Non-Settling Defendant, any named or unnamed co-conspirator that is not a Releasee, any Settled Defendant or any other Person or party against a Releasee, or by a Releasee against any Non-Settling Defendant, any named or unnamed co-co- conspirator that is not a Releasee, any Settled Defendant, or any other Person or party, are barred, prohibited and enjoined in accordance with the terms of this Section 8.1 7.1 (unless such claim is made in respect of a claim by a Person who has validly opted-out of the ProceedingsProceedings and the Related Actions); (b) if the Ontario Court or BC Court, as applicable, ultimately determines that a claim for contribution and indemnity or other claim over, whether in equity or in law, by statute or otherwise is a legally recognized claim: (i) the Ontario and BC Plaintiffs and the Ontario and BC Settlement Class Members shall not be entitled to claim or recover from the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee that portion of any damages (including punitive damages, if any), restitutionary award, disgorgement of profits, interest and costs (including investigative costs claimed pursuant to section 36 of the Competition Act, RSC 1985, c C 34C-34) that corresponds to the Proportionate Liability of the Releasees proven at trial or otherwise; (ii) the Ontario and BC Plaintiffs and the Ontario and BC Settlement Class Members shall limit their claims against the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee to include only, and shall only seek to recover from the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee, those claims for damages (including punitive damages, if any), restitutionary award, disgorgement of profits, interest interest, and costs (including investigative costs claimed pursuant to section 36 of the Competition Act, RSC 1985, c C 34C-34) attributable to the aggregate of the several liability of the Non-Settling Defendants and/or named or unnamed co-conspirators and/or any other Person or party that is not a Releasee to the Ontario and BC Plaintiffs and Ontario and BC Settlement Class Members, if any, and, for greater certainty, the Ontario and BC Settlement Class Members shall be entitled to claim and seek to recover on a joint and several basis as between the Non-Settling Defendants and/or named or unnamed co- co-conspirators and/or any other Person or party that is not a Releasee, if permitted by law; and (iii) the Ontario and BC Courts shall have full authority to determine the Proportionate Liability of the Releasees at the trial or other disposition of the relevant ProceedingProceeding or the relevant Related Action, whether or not the Releasees remain in the relevant Proceeding or appear at the trial or other disposition, and the Proportionate Liability of the Releasees shall be determined as if the Releasees are parties to the relevant Proceeding or the relevant Related Action and any determination by the Ontario Court or BC Court, as applicable, in respect of the Proportionate Liability of the Releasees shall only apply in the relevant Proceeding or the relevant Related Action and shall not be binding on the Releasees in any other proceeding; (c) after the relevant Proceeding and/or relevant Related Action against the Non-Non- Settling Defendants has been certified and all appeals or times to appeal have been exhausted exhausted, and on at least twenty (20) days’ notice to Counsel for the Settling Defendants, a Non-Settling Defendant may, on motion to the Ontario Court or the BC Court, as appropriate, seek an Order for the following, which order shall be determined as if the Named Settling Defendants remained parties to the relevant Proceeding:Proceeding and were parties to the relevant Related Action:‌ (i) documentary discovery and affidavit(s) of documents (list of documents in British Columbia) from the Named Settling Defendants in accordance with that Court’s rules of procedure; (ii) oral discovery of a representative(s) of the Named Settling Defendants, the transcripts transcript(s) of which may be read in at trial; (iii) leave to serve a request to admit (notice to admit in British Columbia) on the Named Settling Defendants in respect of factual matters; and/or (iv) the production of a representative(s) of the Named Settling Defendants to testify at trial, with such witness to be subject to cross- examination by counsel for the Non-Settling Defendants. (d) the Settling Defendants retain all rights to oppose any motion brought pursuant to Section 8.1(1)(c) 7.1(1)(c), including any such motion brought at trial seeking an order requiring the Named Settling Defendants to produce a representative to testify at trial. Moreover, nothing herein restricts the Settling Defendants from seeking a protective order to maintain confidentiality and protection of proprietary information in respect of documents to be produced and/or for information obtained from discovery in accordance with Section 8.1(1)(c7.1(1)(c); (e) on any motion brought pursuant to Section 8.1(1)(c7.1(1)(c), the Ontario Court or BC Court, as applicable, may make such orders as to costs and other terms as it considers appropriate; (f) to the extent that such an order is granted and discovery is provided to a Non- Settling Defendant, a copy of all discovery provided, whether oral or documentary in nature, shall be provided by the Settling Defendants to the Plaintiffs and Class Counsel within ten (10) days of such discovery being provided to a Non-Settling Defendant; (g) the Ontario and BC Courts will retain an ongoing supervisory role over the discovery process and the Settling Defendants will attorn to the jurisdiction of the Ontario Court and BC Courts Court for these purposes; and (h) a Non-Settling Defendant may effect service of the motion(s) referred to in Section 8.1(1)(c7.1(1)(c) on the Settling Defendants by service on Counsel for the Settling Defendants.