Common use of MODIFICATION OR TERMINATION OF THIS AGREEMENT Clause in Contracts

MODIFICATION OR TERMINATION OF THIS AGREEMENT. A. The terms and provisions of this Agreement may be amended, modified, or expanded by written agreement of the Parties and approval of the Court; provided, however, that after entry of the Final Judgment and Final Order, the Parties may by written agreement effect such amendments, modifications, or expansions of this Agreement and its implementing documents (including all exhibits hereto) without further notice to the Class or approval by the Court if such changes are consistent with the Court’s Final Judgment and Final Order and do not limit the rights of Class Members under this Agreement. B. This Agreement shall terminate at the discretion of either Sony or the Named Plaintiffs, through Plaintiffs’ Class Counsel, if: (1) the Court, or any appellate court(s), rejects, modifies, or denies approval of any portion of this Agreement or the Settlement that the terminating party in its (or their) sole judgment and discretion reasonably determine(s) is material, including, without limitation, the terms of relief, the findings, or conclusions of the Court, the provisions relating to notice, the definition of the Class, and/or the terms of the Release; or (2) the Court, or any appellate court(s), does not enter or completely affirm, or alters, narrows or expands, any portion of the Final Order and Judgment, or any of the Court’s findings of fact or conclusions of law, that the terminating party in its (or their) sole judgment and discretion reasonably determine(s) is material. The terminating party must exercise the option to withdraw from and terminate this Agreement, as provided in this Section X, by a signed writing served on the other Parties no later than 20 days after receiving notice of the event prompting the termination. The Parties will be returned to their positions status quo ante. C. Sony shall have the right, but not the obligation, to terminate this Agreement if the total number of timely and valid requests for exclusion exceed 1.5% of the putative class members. D. If an option to withdraw from and terminate this Agreement arises under Section X(B) above, neither Sony nor Named Plaintiffs are required for any reason or under any circumstance to exercise that option and any exercise of that option shall be in good faith. E. If, but only if, this Agreement is terminated pursuant to Section X(B), above, then: 1. This Agreement shall be null and void and shall have no force or effect, and no Party to this Agreement shall be bound by any of its terms, except for the terms of Section X(D) herein; 2. The Parties will petition the Court to have any stay orders entered pursuant to this Agreement lifted; 3. All of its provisions, and all negotiations, statements, and proceedings relating to it shall be without prejudice to the rights of Sony, Plaintiffs or any Class Member, all of whom shall be restored to their respective positions existing immediately before the execution of this Agreement, except that the Parties shall cooperate in requesting that the Court set a new scheduling order such that no Party’s substantive or procedural rights is prejudiced by the settlement negotiations and proceedings; 4. Released Parties expressly and affirmatively reserve all defenses, arguments, and motions as to all claims that have been or might later be asserted in the Action, including, without limitation, the argument that the Action may not be litigated as a class action; 5. Named Plaintiffs and all other Class Members, on behalf of themselves and their heirs, assigns, executors, administrators, predecessors, and successors, expressly and affirmatively reserve and do not waive all motions as to, and arguments in support of, all claims, causes of actions or remedies that have been or might later be asserted in the Action including, without limitation, any argument concerning class certification, and treble or other damages; 6. Sony, and the other Released Parties expressly and affirmatively reserve and do not waive all motions and positions as to, and arguments in support of, all defenses to the causes of action or remedies that have been sought or might be later asserted in the actions, including without limitation, any argument or position opposing class certification, liability or damages; 7. Neither this Agreement, the fact of its having been made, nor the negotiations leading to it, nor any discovery or action taken by a Party or Class Member pursuant to this Agreement shall be admissible or entered into evidence for any purpose whatsoever; 8. Any settlement-related order(s) or judgment(s) entered in this Action after the date of execution of this Agreement shall be deemed vacated and shall be without any force or effect; 9. All costs incurred in connection with the Settlement, including, but not limited to, notice, publication, and customer communications, will be paid from the Settlement Fund. Neither Plaintiffs nor Plaintiffs’ Class Counsel shall be responsible for any of these costs or other settlement-related costs; 10. Any attorneys’ fees and expenses previously paid to Plaintiffs’ Class Counsel shall be returned to Sony; and 11. Notwithstanding the terms of this paragraph, if Settlement is not consummated, Plaintiffs’ Class Counsel may include any time spent in Settlement efforts as part of any statutory fee petition filed at the conclusion of the case, and Sony reserves the right to object to the reasonableness of such requested fees.

MODIFICATION OR TERMINATION OF THIS AGREEMENT. A. The terms and provisions of this Agreement may be amended, modified, or expanded by written agreement of the Parties and approval of the Court; provided, howeverhowever that, that after entry of the Final Judgment Order and Final OrderJudgment, the Parties may by written agreement effect such amendments, modifications, or expansions of this Agreement and its implementing documents (including all exhibits hereto) without further notice to the Class or approval by the Court if such changes are consistent with the Court’s Final Judgment Order and Final Order Judgment and do not limit the rights of Class Members under this Agreement. B. This Agreement shall terminate at the discretion of either Sony Xxx, through Xxx’x Counsel, or the Named Plaintiffs, through Plaintiffs’ Class Counsel, if: (1) the Court, or any appellate court(s), rejects, modifies, or denies approval of any portion of this Agreement or the Settlement that the terminating party Party in its (his or their) her sole judgment and discretion reasonably determine(s) determines is material, including, without limitation, the terms of relief, the findings, or conclusions of the Court, the provisions relating to noticeNotice, the definition of the Class, and/or the terms of the Release; or (2) the Court, or any appellate court(s), does not enter or completely affirm, or alters, narrows alters or expands, any portion of the Final Order and Final Judgment, or any of the Court’s findings of fact or conclusions of law, that the terminating party Party in its (his or their) her sole judgment and discretion reasonably determine(s) determines is material. The Except as otherwise provided in this Agreement, the terminating party Party must exercise the option to withdraw from and terminate this Agreement, as provided in this Section XXI.B, by a signed writing served on the other Parties no later than 20 twenty (20) calendar days after receiving notice of the event prompting the termination. The In the event that a terminating Party exercises his or her option to withdraw from and terminate this Agreement, this Agreement and the Settlement proposed in this Agreement shall become null and void and the Parties will be returned to their respective positions status quo anteexisting immediately before the execution of this Agreement. C. Sony shall have the right, but not the obligation, to terminate this Agreement if the total number of timely and valid requests for exclusion exceed 1.5% of the putative class members. D. If an option to withdraw from and terminate this Agreement arises under Section X(B) IX.B above, neither Sony Plaintiffs nor Named Plaintiffs are Xxx is required for any reason or under any circumstance to exercise that option and any exercise of that option shall be in good faith. E. If, but only if, D. If this Agreement is terminated pursuant to Section X(B)IX.B, above, then: 1. This Agreement shall be null and void and shall have no force or effect, and no Party to this Agreement shall be bound by any of its terms, except for the terms of this Section X(D) hereinXI.D; 2. The Parties will petition the Court to have any stay orders entered pursuant to this Agreement lifted; 3. All of its provisionsthe provisions of this Agreement, and all negotiations, statements, and proceedings relating to it shall be without prejudice to the rights of SonyXxx, Plaintiffs or any Class Member, all of whom shall be restored to their respective positions existing immediately before the execution of this Agreement, except that the Parties shall cooperate in requesting that the Court set a new scheduling order such that no Partyneither party’s substantive or procedural rights is prejudiced by the settlement negotiations and proceedingsattempted Settlement; 4. Released Parties expressly and affirmatively reserve all defenses, arguments, and motions as to all claims that have been or might later be asserted in the Action, including, without limitation, the argument that the Action may not be litigated as a class action; 5. Named Plaintiffs and all other Class Members, on behalf of themselves and their heirs, assigns, executors, administrators, predecessors, and successors, expressly and affirmatively reserve and do not waive all motions as to, and arguments in support of, all claims, causes of actions or remedies that have been or might later be asserted in the Action including, without limitation, any argument concerning class certification, consumer fraud, and treble treble, punitive, or other damages; 6. Sony, and the other Released Parties expressly and affirmatively reserve and do not waive all motions and positions as to, and arguments in support of, all defenses to the causes of action or remedies that have been sought or might be later asserted in the actions, including without limitation, any argument or position opposing class certification, liability or damages; 7. Neither this Agreement, the fact of its it having been made, nor the negotiations leading to it, nor any discovery or action taken by a Party or Class Member pursuant to this Agreement, or any documents or communications pertaining to this Agreement shall be admissible or entered into evidence for any purpose whatsoeverwhatsoever in the Action or in any proceeding, other than to enforce the terms of this Agreement; 87. Any settlementThe Parties stipulate that any Settlement-related order(s) or judgment(s) entered in this Action after the date of execution of this Agreement shall be deemed vacated and shall be without any force or effect; 98. All costs incurred in connection with by the SettlementSettlement Adminstrator prior to the termination of this Agreement pursuant to this Section XI, including, including but not limited to, noticeNotice, publication, and customer communications, administration costs will be paid from the Settlement Fund. Neither the Class, Plaintiffs nor Plaintiffs’ Class Counsel shall be responsible for any of these costs or other settlementSettlement-related costs, other than their Attorneys’ Fees and Expenses; 10. Any attorneys’ fees and expenses previously paid to Plaintiffs’ Class Counsel shall be returned to Sony; and 119. Notwithstanding the terms of this paragraphSection IX.D, if the Settlement is not consummated, Plaintiffs’ Class Counsel may include any time spent in Settlement efforts as part of any statutory fee petition filed at the conclusion of the case, and Sony Xxx reserves the right to object to the reasonableness of such requested feesfees and/or that the fees for such time and costs related thereto are not recoverable and should not be awarded; and E. Notwithstanding any provision herein, the amount of any award by the Court, if any, for the Service Award or the Attorneys’ Fees and Expenses, or the denial of the Service Award or Attorneys’ Fees and Expenses, shall not operate to serve as a basis to terminate or cancel this Agreement.

MODIFICATION OR TERMINATION OF THIS AGREEMENT. A. 13.1. The terms and provisions of this Agreement may be amended, modified, or expanded by written agreement of all the Parties and approval of the Court; provided, however, that after entry of the Final Judgment and Final Approval Order, the Parties may by written agreement effect such amendments, modifications, or expansions of this Agreement and its implementing documents (including all exhibits hereto) without further notice to the Settlement Class or approval by the Court if such changes are: (1) for the purposes of addressing typographical or formatting issues in any proposed or approved notice; or (2) are consistent with the Court’s Final Judgment and Final Approval Order and do not limit are for the rights purposes of benefiting Settlement Class Members under this AgreementMembers. B. 13.2. This Agreement shall terminate at the discretion of either Sony any of the Defendants or the Named Plaintiffs, through Plaintiffs’ Class Counsel, if: (1a) the Court, or any appellate court(s), rejects, modifies, or denies approval of any portion of this Agreement or the proposed Settlement that the terminating party Party in its (or their) sole judgment and discretion reasonably determine(s) is material, including, without limitation, the terms of relief, the findings, or conclusions of the Court, the provisions relating to noticethe Notice Plan, the definition of the Settlement Class, and/or the terms of the Releasereleases; (b) if the Class Members that timely and validly submit requests for exclusion from the Settlement Class as defined in Paragraph 2.60, thereby opting out of the Settlement, exceed 3% of the total number of Class Members; or (2c) the Court, or any appellate court(s), does not enter or completely affirm, or alters, narrows or expands, any portion of the Final Order and Judgment, or any of the Court’s findings of fact or conclusions of lawApproval Order, that the terminating party Party in its (or their) sole judgment and discretion reasonably determine(s) is material. The terminating party Party must exercise the option to withdraw from and terminate this Agreement, as provided in this Section XSection, by a signed writing served on the other Parties no later than 20 thirty (30) calendar days after receiving notice of the event prompting the termination. The Parties will be returned For purposes of this Paragraph, opt-outs shall not include (i) individuals who are specifically excluded from the Settlement Class under Paragraph 2.31 of the Settlement Agreement; or (ii) opt-outs who elect to timely withdraw their positions status quo ante. C. Sony shall have request for exclusion. In the right, but not event of a dispute with respect to the obligation, effectiveness of any Party’s exercise of the option to terminate this Agreement if Agreement, the total number Settlement Administrator shall not disburse any funds from the Settlement Fund until such time as the dispute is resolved by written agreement of timely and valid requests for exclusion exceed 1.5% all of the putative class membersParties or by order of the Court entered subsequent to the dispute becomes final including the exhaustion of any right to appeal. D. 13.3. If an option to withdraw from and terminate this Agreement arises under Section X(B) Paragraph 13.1 or 13.2 above, neither Sony Released Defendants nor Named Plaintiffs are required for any reason or under any circumstance to exercise that option and any exercise of that option shall be in good faith. E. option. If, but only if, this Agreement is terminated pursuant to Section X(B), aboveParagraph 13.1 or 13.2, then: 1. (a) This Agreement shall be null and void and shall have no force or effect, and no Party to this Agreement shall be bound by any of its terms, except for the terms of Section X(D) hereinthis Paragraph 13.3; 2. The Parties will (b) Any Party may petition the Court court in any of the Actions to have any stay orders entered pursuant to this Agreement liftedlifted in any of the Actions; 3. (c) All of its provisionsthe provisions of this Agreement, and all negotiations, statements, and proceedings relating to it it, shall be without prejudice to the rights of SonyDefendants, Plaintiffs Plaintiffs, or any Class Member, all of whom shall be restored to their respective positions existing immediately before the execution of this Agreement, except and, consistent with the applicable evidentiary rules, neither this Agreement, the fact of its having been entered into, nor the negotiations leading to it shall be offered into evidence for any purpose other than with respect to disputes about the terms of the Agreement or with respect to explanations of procedural histories of the Actions in connection with scheduling matters; (d) The Parties shall cause to be filed a stipulation to strike the amended complaint in the Consolidated Action without prejudice, and to request that the Parties original complaint in the Elgindy Action be deemed the operative complaint in that action, with Plaintiffs Elgindy and Xxxxxxxxxx as the only named plaintiffs, and Plaintiff Tasakos shall cooperate in requesting that the Court in the Tasakos Action set a new scheduling order such that no Party’s substantive or procedural rights is in any of the Actions are prejudiced by the settlement negotiations and proceedings; 4. Released (e) The Parties expressly and affirmatively reserve all claims, defenses, arguments, and motions as to all claims that have been or might later be asserted in the Action, including, without limitation, the argument that the Action may not be litigated as a class actionActions; 5. Named (f) Plaintiffs and all other Class Members, on behalf of themselves and their heirs, assigns, executors, administrators, predecessors, and successors, Members expressly and affirmatively reserve and do not waive all motions as to, and arguments in support of, all claims, causes of actions action or remedies that have been or might later be asserted in the Action including, without limitation, any argument concerning class certification, and treble or other damagesActions; 6. Sony, and the other Released Parties (g) Defendants expressly and affirmatively reserve and do not waive all motions and positions as to, and arguments in support of, opposition to class certification, any defense to all defenses to the claims, causes of action or remedies that have been sought or might later be later asserted in the actions, including without limitation, any argument or position opposing class certification, liability or damagesActions; 7. Neither this Agreement(h) If it has not yet been publicly filed with a Motion for Approval of Settlement, the fact Agreement as well as all of its having been made, nor the negotiations leading to it, nor any discovery or action taken by a Party or Class Member pursuant to this Agreement terms and conditions shall be admissible or entered into evidence for any purpose whatsoeverremain Confidential; 8. (i) Any settlement-related order(s) or judgment(s) entered in this Consolidated Action after the date of execution of this Agreement shall be deemed vacated and shall be without any force or effect; 9. All costs incurred in connection with the Settlement, including, but not limited to, notice, publication, and customer communications, will be paid from the Settlement Fund. Neither Plaintiffs nor Plaintiffs’ Class Counsel shall be responsible for any of these costs or other settlement-related costs; 10. Any attorneys’ fees and expenses previously paid to Plaintiffs’ Class Counsel shall be returned to Sony; and, 11. Notwithstanding the terms of this paragraph, if Settlement is not consummated, Plaintiffs’ Class Counsel may include any time spent in Settlement efforts as part of any statutory fee petition filed at the conclusion of the case, and Sony reserves the right to object to the reasonableness (j) Within ten (10) business days of such requested feestermination, any funds in the Escrow Account, including any interest accrued, shall revert to AGA, minus incurred Notice and Administration Expenses, Taxes and Tax Expenses.

MODIFICATION OR TERMINATION OF THIS AGREEMENT. A. The 11.1. Prior to entry of the Final Order and Judgment, the terms and provisions of this Agreement may be amended, modified, or expanded by written agreement of the Parties and approval of the Court; provided, however, that after entry of the Final Judgment Order and Final OrderJudgment, the Parties may by mutual written agreement effect such amendments, modifications, or expansions of this Agreement and its implementing documents (including all exhibits hereto) without further notice to the Class or approval by the Court if such changes are consistent with the Court’s Final Judgment and Final Order and do not limit the rights of Class Members under this Agreement.further B. 11.2. This Agreement shall terminate at the sole option and discretion of either Sony the Town or the Named Plaintiffs, through Plaintiffs’ Class Counsel, Plaintiffs if: (1a) the Court, or any appellate court(s), rejects, modifies, or denies approval of any portion of this Agreement or the Settlement that the terminating party Party in his, her or its (or their) sole judgment and discretion reasonably determine(s) is material, including, without limitation, the terms of relief, the findings, findings or conclusions of the Court, the provisions relating to noticenotice (including the proposed plan for the dissemination of notice to the Settlement Class set forth in Section 5), the definition of the ClassSettlement Class and the terms and conditions for its certification, and/or the terms of the Release; or (2b) the Court, or any appellate court(s), does not enter or completely affirm, or alters, narrows alters or expands, any portion of the Final Order and Judgment, or any of the Court’s findings of fact or conclusions of law, that the terminating party Party in his, her or its (or their) sole judgment and discretion reasonably determine(s) is material. However, under no circumstances shall the amount of any Service Award or Attorneys’ Fees and Expenses awarded by the Court provide Plaintiffs or Class Counsel with a basis for terminating the Settlement. 11.3. The Town may also in its sole discretion elect to terminate this Agreement if: (1) the amount of Attorneys’ Fees and Expenses awarded by the Court to Class Counsel exceeds the maximum aggregate total amount of one-tenth of the amount of the Fund; (2) any attorneys’ fees and costs, expert fees, costs, expenses, or other monetary sums are awarded to any individual Settlement Class Member, objector, intervenor or proposed intervenor, or any separate attorney hired by any of the foregoing; (3) 5% or more of the total Settlement Class Members based on 11.4. The terminating party Party must exercise the option to withdraw from and terminate this Agreement, as provided in this Section X11, by a signed writing served on the other Parties Party no later than 20 fifteen (15) days after receiving notice of the event prompting the termination. The Parties will be returned to their positions status quo antetermination unless there is a motion or petition seeking reconsideration, alteration or appellate review of the event, in which case no later than thirty (30) days after the final conclusion of any such motion or petition seeking reconsideration, alteration, or appellate review thereof, whichever is later. C. Sony shall have the right, but not the obligation, to terminate this Agreement if the total number of timely and valid requests for exclusion exceed 1.5% of the putative class members. D. 11.5. If an option to withdraw from and terminate this Agreement arises under as provided by this Section X(B) above11 arises, neither Sony nor Named Plaintiffs are none of the Parties is required for any reason or under any circumstance to exercise that option and any exercise of that option shall be in good faithoption. E. If, but only if, 11.6. If this Agreement is terminated pursuant to the provisions of this Section X(B), above11, then: 111.6.1. This Agreement shall be null and void and shall have no force or effect, and no Party to this Agreement shall be bound by any of its terms, except for the terms of Section X(D) hereinthis Paragraph 11.6. and its sub-sections; 211.6.2. The Parties will petition the Court to have any stay orders entered pursuant to this Agreement lifted; 3. All This Agreement, all of its provisions, and all negotiations, statements, documents, orders and proceedings relating to it shall be inadmissible in evidence for any purpose, and shall be without prejudice to the rights of Sonythe Town, Class Plaintiffs or any Settlement Class Member, all of whom shall be restored to their respective positions existing immediately before the execution of this Agreement, except that the Parties shall cooperate in requesting that the Court set a new scheduling order such that no Partyneither party’s substantive or procedural rights is prejudiced by the settlement negotiations and proceedings;or 411.6.3. The Released Parties Parties, as defined in Section 2, expressly and do not waive any, but instead affirmatively reserve all all, of their defenses, arguments, and motions as to all claims that have been or might later be asserted in the Action, including, without limitation, the argument that the Action may not be litigated as a class action; 511.6.4. Named Plaintiffs and all other Settlement Class Members, on behalf of themselves and their current and former predecessors, successors, heirs, assigns, executors, administrators, predecessorsagents, attorneys, representatives and successorsassigns, expressly and affirmatively reserve and do not waive all any motions as to, and arguments in support of, all claims, causes of actions or remedies claims that have been or might later be asserted in the Action including, without limitation, any argument concerning class certification, and treble or other damagesliability and/or available remedies; 611.6.5. Sony, and the other Released Parties expressly and affirmatively reserve and do not waive all motions and positions as to, and arguments in support of, all defenses to the causes of action or remedies that have been sought or might be later asserted in the actions, including without limitation, any argument or position opposing class certification, liability or damages; 7. Neither this This Agreement, the fact of its having been made, nor the negotiations leading to it, nor any discovery or action taken by any of the Parties or Settlement Class Members pursuant to or as a Party result of this Agreement, and any documents, statements or Class Member pursuant communications pertaining to this Agreement shall not be admissible or be entered into evidence for any purpose whatsoeverwhatsoever in the Action or in any other proceeding, by any Party or Settlement Class Member, other than to enforce the terms of this Agreement; 811.6.6. Any settlementThe Parties stipulate that upon termination of this Agreement pursuant to the provisions contained herein, any Settlement-related order(s) or judgment(s) entered in this Action after the date of execution of this Agreement shall be deemed vacated and shall be without any force or effect; 9. All costs incurred in connection with the Settlement, including, but not limited to, notice, publication, and customer communications, will be paid from the Settlement Fund. Neither Plaintiffs nor Plaintiffs’ Class Counsel shall be responsible for that any of these costs or other settlement-related costs; 10. Any attorneys’ fees the Parties may move the Court to vacate any and expenses previously paid all orders entered by the Court pursuant to Plaintiffs’ Class Counsel shall be returned to Sony; and 11. Notwithstanding the terms provisions of this paragraph, if Settlement is not consummated, Plaintiffs’ Class Counsel may include any time spent in Settlement efforts as part of any statutory fee petition filed at the conclusion of the case, and Sony reserves the right to object to the reasonableness of such requested feesAgreement.

MODIFICATION OR TERMINATION OF THIS AGREEMENT. A. 89. The terms and provisions of this Agreement may be amended, modified, or expanded by written agreement of the Parties and approval of the Court; provided, however, that after entry of the Final Judgment Order and Final OrderJudgment, the Parties may by written agreement effect such amendments, modifications, or expansions of this Agreement and its implementing documents (including all exhibits attached hereto) without further notice to the Class or approval by the Court if such changes are consistent with the Court’s Final Judgment Order and Final Order Judgment and do not limit the rights of Class Members under this Agreement. B. This Agreement shall terminate at 90. In the discretion of either Sony event the terms or the Named Plaintiffs, through Plaintiffs’ Class Counsel, if: (1) the Court, or any appellate court(s), rejects, modifies, or denies approval of any portion conditions of this Agreement or Agreement, other than terms pertaining to the Settlement that the terminating Attorneys’ Fees and Expenses and/or Service Awards, are materially modified by any court, either party in its sole discretion to be exercised within twenty-one (or their21) sole judgment days after such a material modification may declare this Agreement null and discretion reasonably determine(s) is material, including, without limitation, void. In the terms of relief, the findings, or conclusions of the Court, the provisions relating to notice, the definition of the Class, and/or the terms of the Release; or (2) the Court, or any appellate court(s), does not enter or completely affirm, or alters, narrows or expands, any portion of the Final Order and Judgment, or any of the Court’s findings of fact or conclusions of law, event that the terminating party in a Party exercises his/her/its (or their) sole judgment and discretion reasonably determine(s) is material. The terminating party must exercise the option to withdraw from and terminate this Agreement, as provided in this Section X, by a signed writing served on then the other Parties no later than 20 days after receiving notice of the event prompting the termination. The Parties will be returned to their positions status quo ante. C. Sony Agreement proposed herein shall have the right, but not the obligation, to terminate this Agreement if the total number of timely and valid requests for exclusion exceed 1.5% of the putative class members. D. If an option to withdraw from and terminate this Agreement arises under Section X(B) above, neither Sony nor Named Plaintiffs are required for any reason or under any circumstance to exercise that option and any exercise of that option shall be in good faith. E. If, but only if, this Agreement is terminated pursuant to Section X(B), above, then: 1. This Agreement shall be become null and void and shall have no force or effect, and no Party to this Agreement the Parties shall not be bound by any of its termsthis Agreement, except for and the terms of Section X(D) herein; 2. The Parties will petition the Court to have any stay orders entered pursuant to this Agreement lifted; 3. All of its provisions, and all negotiations, statements, and proceedings relating to it shall be without prejudice to the rights of Sony, Plaintiffs or any Class Member, all of whom shall be restored returned to their respective positions existing immediately before the execution of this Agreement. Notwithstanding the foregoing, except in the event this Agreement is not approved by any court, or the Agreement set forth in this Agreement is declared null and void, or in the event that the Effective Date does not occur, one or both Parties shall cooperate in requesting that may petition the Court set a new scheduling order such for allocation of the costs of notice and administration associated with this Agreement to that no Party’s substantive or procedural rights is prejudiced by the settlement negotiations and proceedings; 4. Released Parties expressly and affirmatively reserve all defenses, arguments, and motions as to all claims that have been or might later be asserted date in the Actionevent the Parties cannot agree on a method for allocation. In that case, including, without limitation, the argument that the Action may not be litigated as a class action; 5. Named Plaintiffs and all other Class Members, on behalf of themselves and their heirs, assigns, executors, administrators, predecessors, and successors, expressly and affirmatively reserve and do not waive all motions as to, and arguments in support of, all claims, causes of actions or remedies that have been or might later be asserted in the Action including, without limitation, any argument concerning class certification, and treble or other damages; 6. Sony, and the other Released Parties expressly and affirmatively reserve and do not waive all motions and positions as to, and arguments in support of, all defenses to the causes of action or remedies that have been sought or might be later asserted in the actions, including without limitation, any argument or position opposing class certification, liability or damages; 7. Neither this Agreement, the fact of each Party shall bear its having been made, nor the negotiations leading to it, nor any discovery or action taken by a Party or Class Member pursuant to this Agreement shall be admissible or entered into evidence for any purpose whatsoever; 8. Any settlement-related order(s) or judgment(s) entered in this Action after the date of execution of this Agreement shall be deemed vacated and shall be without any force or effect; 9. All costs incurred in connection with the Settlement, including, but not limited to, notice, publication, and customer communications, will be paid from the Settlement Fund. Neither Plaintiffs nor Plaintiffs’ Class Counsel shall be responsible for any of these costs or other settlement-related costs; 10. Any own attorneys’ fees and expenses previously paid to Plaintiffs’ Class Counsel shall be returned to Sony; and 11. Notwithstanding costs associated with the terms of this paragraphAgreement not being approved, if Settlement is the Agreement being declared null and void, or the event that the Effective Date does not consummated, Plaintiffs’ Class Counsel may include any time spent in Settlement efforts as part of any statutory fee petition filed at the conclusion of the case, and Sony reserves the right to object to the reasonableness of such requested feesoccur.

MODIFICATION OR TERMINATION OF THIS AGREEMENT. A. The terms and provisions of this Agreement may be amended, modified, or expanded by written agreement of the Parties and approval of the Court; provided, however, that after entry of the Final Judgment and Final Order, the Parties may by written agreement effect such amendments, modifications, or expansions of this Agreement and its implementing documents (including all exhibits hereto) without further notice to the Class or approval by the Court if such changes are consistent with the Court’s Final Judgment and Final Order and do not limit the rights of Class Members under this Agreement.expanded B. This Agreement shall terminate at the discretion of either Sony Xxx, through Xxx’x Counsel, or the Named Plaintiffs, through Plaintiffs’ Class Counsel, if: (1) the Court, or any appellate court(s), rejects, modifies, or denies approval of any portion of this Agreement or the Settlement that the terminating party Party in its (his or their) her sole judgment and discretion reasonably determine(s) determines is material, including, without limitation, the terms of relief, the findings, or conclusions of the Court, the provisions relating to noticeNotice, the definition of the Class, and/or the terms of the Release; or (2) the Court, or any appellate court(s), does not enter or completely affirm, or alters, narrows alters or expands, any portion of the Final Order and Final Judgment, or any of the Court’s findings of fact or conclusions of law, that the terminating party Party in its (his or their) her sole judgment and discretion reasonably determine(s) determines is material. The Except as otherwise provided in this Agreement, the terminating party Party must exercise the option to withdraw from and terminate this Agreement, as provided in this Section XXI.B, by a signed writing served on the other Parties no later than 20 twenty (20) calendar days after receiving notice of the event prompting the termination. The In the event that a terminating Party exercises his or her option to withdraw from and terminate this Agreement, this Agreement and the Settlement proposed in this Agreement shall become null and void and the Parties will be returned to their respective positions status quo anteexisting immediately before the execution of this Agreement. C. Sony shall have the right, but not the obligation, to terminate this Agreement if the total number of timely and valid requests for exclusion exceed 1.5% of the putative class members. D. If an option to withdraw from and terminate this Agreement arises under Section X(B) IX.B above, neither Sony Plaintiffs nor Named Plaintiffs are Xxx is required for any reason or under any circumstance to exercise that option and any exercise of that option shall be in good faith. E. If, but only if, D. If this Agreement is terminated pursuant to Section X(B)IX.B, above, then: 1. This Agreement shall be null and void and shall have no force or effect, and no Party to this Agreement shall be bound by any of its terms, except for the terms of Section X(D) herein;no 2. The Parties will petition the Court to have any stay orders entered pursuant to this Agreement lifted; 3. All of its provisionsthe provisions of this Agreement, and all negotiations, statements, and proceedings relating to it shall be without prejudice to the rights of SonyXxx, Plaintiffs or any Class Member, all of whom shall be restored to their respective positions existing immediately before the execution of this Agreement, except that the Parties shall cooperate in requesting that the Court set a new scheduling order such that no Partyneither party’s substantive or procedural rights is prejudiced by the settlement negotiations and proceedingsattempted Settlement; 4. Released Parties expressly and affirmatively reserve all defenses, arguments, and motions as to all claims that have been or might later be asserted in the Action, including, without limitation, the argument that the Action may not be litigated as a class action; 5. Named Plaintiffs and all other Class Members, on behalf of themselves and their heirs, assigns, executors, administrators, predecessors, and successors, expressly and affirmatively reserve and do not waive all motions as to, and arguments in support of, all claims, causes of actions or remedies that have been or might later be asserted in the Action including, without limitation, any argument concerning class certification, consumer fraud, and treble treble, punitive, or other damages; 6. Sony, and the other Released Parties expressly and affirmatively reserve and do not waive all motions and positions as to, and arguments in support of, all defenses to the causes of action or remedies that have been sought or might be later asserted in the actions, including without limitation, any argument or position opposing class certification, liability or damages; 7. Neither this Agreement, the fact of its it having been made, nor the negotiations leading to it, nor any discovery or action taken by a Party or Class Member pursuant to this Agreement, or any documents or communications pertaining to this Agreement shall be admissible or entered into evidence for any purpose whatsoeverwhatsoever in the Action or in any proceeding, other than to enforce the terms of this Agreement; 87. Any settlementThe Parties stipulate that any Settlement-related order(s) or judgment(s) entered in this Action after the date of execution of this Agreement shall be deemed vacated and shall be without any force or effect; 98. All costs incurred in connection with by the SettlementSettlement Adminstrator prior to the termination of this Agreement pursuant to this Section XI, including, including but not limited to, noticeNotice, publication, and customer communications, will be paid from the Settlement Fund. Neither Plaintiffs nor Plaintiffs’ Class Counsel shall be responsible for any of these costs or other settlement-related costs; 10. Any attorneys’ fees and expenses previously paid to Plaintiffs’ Class Counsel shall be returned to Sony; and 119. Notwithstanding the terms of this paragraphSection IX.D, if the Settlement is not consummated, Plaintiffs’ Class Counsel may include any time spent in Settlement efforts as part of any statutory fee petition filed at the conclusion of the case, and Sony Xxx reserves the right to object to the reasonableness of such requested feesfees and/or that the fees for such time and costs related thereto are not recoverable and should not be awarded; and E. Notwithstanding any provision herein, the amount of any award by the Court, if any, for the Service Award or the Attorneys’ Fees and Expenses, or the denial of the Service Award or Attorneys’ Fees and Expenses, shall not operate to serve as a basis to terminate or cancel this Agreement.

MODIFICATION OR TERMINATION OF THIS AGREEMENT. A. The terms and provisions of this Agreement may be amended, modified, or expanded by written agreement of the Parties and approval of the Court; provided, howeverhowever that, that after entry of the Final Judgment Order and Final OrderJudgment, the Parties may by written agreement effect such amendments, modifications, or expansions of this Agreement and its implementing documents (including all exhibits hereto) without further notice to the Class or approval by the Court if such changes are consistent with the Court’s Final Judgment Order and Final Order Judgment and do not limit the rights of Class Members under this Agreement. B. This Agreement shall terminate at the discretion of either Sony Reebok or the Named Plaintiffs, through Plaintiffs’ Class Counsel, if: (1) the Court, or any appellate court(s), rejects, modifies, or denies approval of any portion of this Agreement or the proposed Settlement that the terminating party in its (or their) sole judgment and discretion reasonably determine(s) is material, including, without limitation, the terms of relief, the findings, or conclusions of the Court, the provisions relating to notice, the definition of the Class, and/or the terms of the Release; or (2) the Court, or any appellate court(s), does not enter or completely affirm, or alters, narrows alters or expands, any portion of the Final Order and Judgment, or any of the Court’s findings of fact or conclusions of law, that the terminating party in its (or their) sole judgment and discretion reasonably determine(s) is material. The terminating party must exercise the option to withdraw from and terminate this Agreement, as provided in this Section X, by a signed writing served on the other Parties no later than 20 days after receiving notice of the event prompting the termination. The Parties will be returned to their positions status quo ante. C. Sony shall have the right, but not the obligation, to terminate this Agreement if the total number of timely and valid requests for exclusion exceed 1.5% of the putative class members. D. If an option to withdraw from and terminate this Agreement arises under Section X(B) X.B above, neither Sony Reebok nor Named Plaintiffs are required for any reason or under any circumstance to exercise that option and any exercise of that option shall be in good faith. E. If, but only if, D. If this Agreement is terminated pursuant to Section X(B)X.B, above, then: 1. This this Agreement shall be null and void and shall have no force or effect, and no Party to this Agreement shall be bound by any of its terms, except for the terms of Section X(D) Sections X.D herein; 2. The the Parties will petition the Court to have any stay orders entered pursuant to this Agreement lifted; 3. All all of its provisions, and all negotiations, statements, and proceedings relating to it shall be without prejudice to the rights of SonyReebok, Plaintiffs or any Class Member, all of whom shall be restored to their respective positions existing immediately before the execution of this Agreement, except that the Parties shall cooperate in requesting that the Court set a new scheduling order such that no neither Party’s substantive or procedural rights is prejudiced by the settlement negotiations and proceedingsattempted Settlement; 4. Released Parties Parties, as defined in Section II, above, including, without limitation, Reebok, expressly and affirmatively reserve all defenses, arguments, and motions as to all claims that have been or might later be asserted in the ActionActions, including, without limitation, the argument that the Action Actions may not be litigated as a class action; 5. Named Plaintiffs and all other Class Members, on behalf of themselves and their heirs, assigns, executors, administrators, predecessors, and successors, expressly and affirmatively reserve and do not waive all motions as to, and arguments in support of, all claims, causes of actions or remedies that have been or might later be asserted in the Action Actions including, without limitation, any argument concerning class certification, consumer fraud, and treble or other damages; 6. Sony, and the other Released Parties expressly and affirmatively reserve and do not waive all motions and positions as to, and arguments in support of, all defenses to the causes of action or remedies that have been sought or might be later asserted in the actions, including without limitation, any argument or position opposing class certification, liability or damages; 7. Neither neither this Agreement, the fact of its having been made, nor the negotiations leading to it, nor any discovery or action taken by a Party or Class Member pursuant to this Agreement shall be admissible or entered into evidence for any purpose whatsoever; 87. Any settlementany Settlement-related order(s) or judgment(s) entered in this Action after the date of execution of this Agreement shall be deemed vacated and shall be without any force or effect; 98. All all costs incurred in connection with the Settlement, including, but not limited to, notice, publication, and customer communications, will be paid from the Settlement FundEscrowed Funds. Neither Plaintiffs nor Plaintiffs’ Class Counsel shall be responsible for any of these costs or other settlementSettlement-related costs; 109. Any any attorneys’ fees and expenses previously paid to Plaintiffs’ Class Counsel shall be returned to SonyReebok; and 1110. Notwithstanding notwithstanding the terms of this paragraph, if Settlement is not consummated, Plaintiffs’ Class Counsel may include any time spent in Settlement efforts as part of any statutory fee petition filed at the conclusion of the case, and Sony Reebok reserves the right to object to the reasonableness of such requested fees.

MODIFICATION OR TERMINATION OF THIS AGREEMENT. A. The terms and provisions of this Agreement may be amended, modified, or expanded by written agreement of the Parties and approval of the Court; provided, howeverhowever that, that after entry of the Final Judgment Order and Final OrderJudgment, the Parties may by written agreement effect such amendments, modifications, or expansions of this Agreement and its implementing documents (including all exhibits hereto) without further notice to the Class or approval by the Court if such changes are consistent with the Court’s Final Judgment Order and Final Order Judgment and do not limit the rights of Class Members under this Agreement. B. This Agreement shall terminate at the discretion of either Sony New Balance or the Named Plaintiffs, through Plaintiffs’ Class Counsel, if: (1) the Court, or any appellate court(s), rejects, modifies, or denies approval of any portion of this Agreement or the proposed Settlement that the terminating party in its (or their) sole judgment and discretion reasonably determine(s) is material, including, without limitation, the terms of relief, the findings, or conclusions of the Court, the provisions relating to notice, the definition of the Class, and/or the terms of the Release; or (2) the Court, or any appellate court(s), does not enter or completely affirm, or alters, narrows alters or expands, any portion of the Final Order and Judgment, or any of the Court’s findings of fact or conclusions of law, that the terminating party in its (or their) sole judgment and discretion reasonably determine(s) is material. The terminating party must exercise the option to withdraw from and terminate this Agreement, as provided in this Section X, by a signed writing served on the other Parties no later than 20 days after receiving notice of the event prompting the termination. The Parties will be returned to their positions status quo ante. C. Sony shall have the right, but not the obligation, to terminate this Agreement if the total number of timely and valid requests for exclusion exceed 1.5% of the putative class members. D. If an option to withdraw from and terminate this Agreement arises under Section X(B) X.B above, neither Sony New Balance nor Named Plaintiffs are required for any reason or under any circumstance to exercise that option and any exercise of that option shall be in good faith. E. If, but only if, D. If this Agreement is terminated pursuant to Section X(B)X.B, above, then: 1. This this Agreement shall be null and void and shall have no force or effect, and no Party to this Agreement shall be bound by any of its terms, except for the terms of Section X(D) Sections X.D herein; 2. The the Parties will petition the Court to have any stay orders entered pursuant to this Agreement lifted; 3. All all of its provisions, and all negotiations, statements, and proceedings relating to it shall be without prejudice to the rights of SonyNew Balance, Plaintiffs or any Class Member, all of whom shall be restored to their respective positions existing immediately before the execution of this Agreement, except that the Parties shall cooperate in requesting that the Court set a new scheduling order such that no neither Party’s substantive or procedural rights is prejudiced by the settlement negotiations and proceedingsattempted Settlement; 4. Released Parties Parties, as defined in Section II, above, including, without limitation, New Balance, expressly and affirmatively reserve all defenses, arguments, and motions as to all claims that have been or might later be asserted in the ActionActions, including, without limitation, the argument that the Action Actions may not be litigated as a class action; 5. Named Plaintiffs and all other Class Members, on behalf of themselves and their heirs, assigns, executors, administrators, predecessors, and successors, expressly and affirmatively reserve and do not waive all motions as to, and arguments in support of, all claims, causes of actions or remedies that have been or might later be asserted in the Action Actions including, without limitation, any argument concerning class certification, consumer fraud, and treble or other damages; 6. Sony, and the other Released Parties expressly and affirmatively reserve and do not waive all motions and positions as to, and arguments in support of, all defenses to the causes of action or remedies that have been sought or might be later asserted in the actions, including without limitation, any argument or position opposing class certification, liability or damages; 7. Neither neither this Agreement, the fact of its having been made, nor the negotiations leading to it, nor any discovery or action taken by a Party or Class Member pursuant to this Agreement shall be admissible or entered into evidence for any purpose whatsoever; 87. Any settlementany Settlement-related order(s) or judgment(s) entered in this Action after the date of execution of this Agreement shall be deemed vacated and shall be without any force or effect; 98. All all costs incurred in connection with the Settlement, including, but not limited to, notice, publication, and customer communications, will be paid from the Settlement FundEscrowed Funds. Neither Plaintiffs nor Plaintiffs’ Class Counsel shall be responsible for any of these costs or other settlementSettlement-related costs; 109. Any any attorneys’ fees and expenses previously paid to Plaintiffs’ Class Counsel shall be returned to SonyNew Balance; and 1110. Notwithstanding notwithstanding the terms of this paragraph, if Settlement is not consummated, Plaintiffs’ Class Counsel may include any time spent in Settlement efforts as part of any statutory fee petition filed at the conclusion of the case, and Sony New Balance reserves the right to object to the reasonableness of such requested fees.

MODIFICATION OR TERMINATION OF THIS AGREEMENT. A. The terms and provisions of this Agreement may be amended, modified, or expanded by written agreement of the Parties and approval of the Court; provided, howeverhowever that, that after entry of the Final Judgment Order and Final OrderJudgment, the Parties may by written agreement effect such amendments, modifications, or expansions of this Agreement and its implementing documents (including all exhibits hereto) without further notice to the Class or approval by the Court if such changes are consistent with the Court’s Final Judgment Order and Final Order Judgment and do not limit the rights of Class Members under this Agreement. B. This Agreement shall terminate at the discretion of either Sony or the Named PlaintiffsInventure, through Plaintiffs’ Inventure’s Counsel, or Plaintiff, through Class Counsel, if: (1) the Court, or any appellate court(s), rejects, modifies, or denies approval of any portion of this Agreement or the Settlement that the terminating party Party in its (his or their) her sole judgment and discretion reasonably determine(s) determines is material, including, without limitation, the terms of relief, the findings, or conclusions of the Court, the provisions relating to noticeNotice, the definition of the Class, and/or the terms of the Release; or (2) the Court, or any appellate court(s), does not enter or completely affirm, or alters, narrows alters or expands, any portion of the Final Order and Final Judgment, or any of the Court’s findings of fact or conclusions of law, that the terminating party Party in its (his or their) her sole judgment and discretion reasonably determine(s) determines is material. The Except as otherwise provided in this Agreement, the terminating party Party must exercise the option to withdraw from and terminate this Agreement, as provided in this Section XXI.B, by a signed writing served on the other Parties no later than 20 twenty (20) calendar days after receiving notice of the event prompting the termination. The In the event that a terminating Party exercises his or her option to withdraw from and terminate this Agreement, this Agreement and the Settlement proposed in this Agreement shall become null and void and the Parties will be returned to their respective positions status quo anteexisting immediately before the execution of this Agreement. C. Sony shall have the right, but not the obligation, to terminate this Agreement if the total number of timely and valid requests for exclusion exceed 1.5% of the putative class members. D. If an option to withdraw from and terminate this Agreement arises under Section X(B) XI.B above, neither Sony Plaintiff nor Named Plaintiffs are Inventure is required for any reason or under any circumstance to exercise that option and any exercise of that option shall be in good faith. E. If, but only if, D. If this Agreement is terminated pursuant to Section X(B)XI.B, above, then: 1. This Agreement shall be null and void and shall have no force or effect, and no Party to this Agreement shall be bound by any of its terms, except for the terms of this Section X(D) hereinXI.D; 2. The Parties will petition the Court to have any stay orders entered pursuant to this Agreement lifted; 3. All of its provisionsthe provisions of this Agreement, and all negotiations, statements, and proceedings relating to it shall be without prejudice to the rights of SonyInventure, Plaintiffs Plaintiff or any Class Member, all of whom shall be restored to their respective positions existing immediately before the execution of this Agreement, except that the Parties shall cooperate in requesting that the Court set a new scheduling order such that no Partyneither party’s substantive or procedural rights is prejudiced by the settlement negotiations and proceedingsattempted Settlement; 4. Released Parties expressly and affirmatively reserve all defenses, arguments, and motions as to all claims that have been or might later be asserted in the Action, including, without limitation, the argument that the Action may not be litigated as a class action; 5. Named Plaintiffs Plaintiff and all other Class Members, on behalf of themselves and their heirs, assigns, executors, administrators, predecessors, and successors, expressly and affirmatively reserve and do not waive all motions as to, and arguments in support of, all claims, causes of actions or remedies that have been or might later be asserted in the Action including, without limitation, any argument concerning class certification, consumer fraud, and treble treble, punitive, or other damages; 6. Sony, and the other Released Parties expressly and affirmatively reserve and do not waive all motions and positions as to, and arguments in support of, all defenses to the causes of action or remedies that have been sought or might be later asserted in the actions, including without limitation, any argument or position opposing class certification, liability or damages; 7. Neither this Agreement, the fact of its it having been made, nor the negotiations leading to it, nor any discovery or action taken by a Party or Class Member pursuant to this Agreement, or any documents or communications pertaining to this Agreement shall be admissible or entered into evidence for any purpose whatsoeverwhatsoever in the Action or in any proceeding, other than to enforce the terms of this Agreement; 87. Any settlementThe Parties stipulate that any Settlement-related order(s) or judgment(s) entered in this Action after the date of execution of this Agreement shall be deemed vacated and shall be without any force or effect; 98. All costs incurred in connection with by the SettlementSettlement Adminstrator prior to the termination of this Agreement pursuant to this Section XI, including, including but not limited to, noticeNotice, publication, and customer communications, administration costs will be paid from the Settlement Fund. Neither Plaintiffs the Class, Plaintiff nor Plaintiffs’ Class Counsel shall be responsible for any of these costs or other settlementSettlement-related costs, other than their Attorneys’ Fees and Expenses; 10. Any attorneys’ fees and expenses previously paid to Plaintiffs’ Class Counsel shall be returned to Sony; and 119. Notwithstanding the terms of this paragraphSection XI.D, if the Settlement is not consummated, Plaintiffs’ Class Counsel may the Parties reserve their respective rights to include any time spent in Settlement efforts as part of any statutory fee petition filed at the conclusion of the case; and E. Notwithstanding any provision herein, the amount of any award by the Court, if any, for the Service Award or the Attorneys’ Fees and Sony reserves Expenses, or the right denial of the Service Award or Attorneys’ Fees and Expenses, shall not operate to object serve as a basis to the reasonableness of such requested feesterminate or cancel this Agreement.

MODIFICATION OR TERMINATION OF THIS AGREEMENT. A. The terms and provisions of this Agreement may be amended, modified, or expanded by written agreement of the Parties and approval of the Court; provided, however, that after entry of the Final Judgment and Final Order, the Parties may by written agreement effect such amendments, modifications, or expansions of this Agreement and its implementing documents (including all exhibits hereto) without further notice to the Class or approval by the Court if such changes are consistent with the Court’s Final Judgment and Final Order and do not limit the rights of Class Members under this Agreement. B. This Agreement shall terminate at If, for any reason, the discretion of either Sony or the Named Plaintiffs, through Plaintiffs’ Class Counsel, if: (1) Settlement is not approved by the Court, or any appellate court(s)terminated by a Party, rejects, modifiesoverturned, or denies approval materially modified on appeal or as a result of further proceedings on remand, or otherwise does not become effective, unless the Parties shall agree otherwise, the Parties shall revert to their litigation positions immediately prior the execution to the Settlement agreement without waiver of any portion of this rights, claims or defenses. PROPOSED C. Termination by a Party, as referenced in Section XIII.B., is limited to modifications to the Agreement or the Settlement that are reasonably determined to be material, in the terminating party in its (or their) Party’s sole judgment and discretion reasonably determine(s) is material, including, without limitation, the terms of relief, the findings, or conclusions of the Court, the provisions relating to notice, the definition of the Class, and/or the terms of the Release; or (2) the Court, or any appellate court(s), does not enter or completely affirm, or alters, narrows or expands, any portion of the Final Order and Judgment, or any of the Court’s findings of fact or conclusions of law, that the terminating party in its (or their) sole judgment and discretion reasonably determine(s) is materialdiscretion. The terminating party must exercise the option to withdraw from and terminate this Agreement, as provided in this Section X, by a signed writing served on the other Parties no later than 20 days after receiving notice of the event prompting the termination. The Parties will be returned to their positions status quo ante. C. Sony Xxxxxxx shall have the right, but not the obligation, to terminate this Agreement if the total number of timely and valid requests for exclusion exceed 1.55% of the putative class members$2.5 million cap on the aggregate dollar amount of vouchers distributed under the terms of the Settlement. The terminating Party must exercise any option to withdraw from and terminate this Agreement, as provided in this Section, by providing written notice served on the other Parties no later than 20 days after receiving notice of the event prompting the termination. D. If an option to withdraw from and terminate this Agreement arises under this Section X(B) XIII above, neither Sony Xxxxxxx nor Named Plaintiffs Plaintiff are required for any reason or under any circumstance to exercise that option and any exercise of that option shall be in good faith. E. If, but only if, this Agreement is terminated pursuant to Section X(B)XIII.B-C, above, then: 1. This Agreement shall be null and void and shall have no force or effect, and no Party to this Agreement shall be bound by any of its terms, except for the terms of Section X(D) herein; 2. The Parties will petition the Court to have any stay orders entered pursuant to this Agreement lifted; 3. All of its provisions, and all negotiations, statements, and proceedings relating to it shall be without prejudice to the rights of Sony, Plaintiffs or any Class Member, all of whom shall be restored to their respective positions existing immediately before the execution of this Agreement, except that the Parties shall cooperate in requesting that the Court set a new scheduling order such that no Party’s substantive or procedural rights is prejudiced by the settlement negotiations and proceedings; 4. Released Parties expressly and affirmatively reserve all defenses, arguments, and motions as to all claims that have been or might later be asserted in the Action, including, without limitation, the argument that the Action may not be litigated as a class action; 5. Named Plaintiffs and all other Class Members, on behalf of themselves and their heirs, assigns, executors, administrators, predecessors, and successors, expressly and affirmatively reserve and do not waive all motions as to, and arguments in support of, all claims, causes of actions or remedies that have been or might later be asserted in the Action including, without limitation, any argument concerning class certification, and treble or other damages; 6. Sony, and the other Released Parties expressly and affirmatively reserve and do not waive all motions and positions as to, and arguments in support of, all defenses to the causes of action or remedies that have been sought or might be later asserted in the actions, including without limitation, any argument or position opposing class certification, liability or damages; 7. Neither this Agreement, the fact of its having been made, nor the negotiations leading to it, nor any discovery or action taken by a Party or Class Member pursuant to this Agreement shall be admissible or entered into evidence for any purpose whatsoever; 8. Any settlement-related order(s) or judgment(s) entered in this Action after the date of execution of this Agreement shall be deemed vacated and shall be without any force or effect; 9. All costs incurred in connection with the Settlement, including, but not limited to, notice, publication, and customer communications, will be paid from the Settlement Fund. Neither Plaintiffs nor Plaintiffs’ Class Counsel shall be responsible for any of these costs or other settlement-related costs; 10. Any attorneys’ fees and expenses previously paid to Plaintiffs’ Class Counsel shall be returned to Sony; and 11. Notwithstanding the terms of this paragraph, if Settlement is not consummated, Plaintiffs’ Class Counsel may include any time spent in Settlement efforts as part of any statutory fee petition filed at the conclusion of the case, and Sony reserves the right to object to the reasonableness of such requested fees.Section