Non-Approval of Settlement. This Agreement may be terminated by either Settling Party by giving notice to counsel for the other Settling Party and the Court within ten (10) days after any of the following occurs:
a. The Court declines to certify the Settlement Class; or
b. The Court declines to approve the Settlement, or an appellate court reverses the Court’s approval of the Settlement; or
c. The Court modifies, amends, incorporates into, or deletes or strikes from, the Preliminary Approval Order, the Judgment, or this Agreement, any provision which a Settling Party in good faith regards as material.
Non-Approval of Settlement. If the District Court declines to preliminarily or finally approve, or requires material modification of the Agreement, the Parties shall request that the Action be stayed as to Defendants for a period of sixty (60) days to allow the Parties to meet and confer in good faith with regard to how to address any questions raised and/or changes required by the District Court, including whether to accept the Agreement as modified by the District Court or modify the Agreement for resubmission to the District Court for approval. If within sixty (60) days after entry of the District Court’s order denying preliminary or final approval or requiring material modification of the Agreement, the Parties do not agree to accept the Agreement as modified by the District Court or fail to agree to modify the Agreement for resubmission to the District Court for approval, any Party may unilaterally terminate the Agreement by providing written notice of this election to all Parties. In such an event, nothing in this Agreement or filed in connection with seeking settlement approval shall be construed as an admission or concession of any fault, wrongdoing, or liability of any kind, nor are Defendants estopped or otherwise precluded from challenging any of the allegations in further proceedings in the Action or any other action. Moreover, the Parties shall be deemed to have preserved all their rights or defenses as of the date that Plaintiffs initiated the Action and shall not be deemed to have waived any substantive or procedural rights of any kind that they may have as to each other or any member of the Settlement Class. Likewise, in the event that this Agreement is approved without material modification by the District Court, but is later reversed or vacated on appeal, each of the Parties shall have the right to withdraw from this Agreement and return to the status quo ante as of the date that Plaintiffs initiated the Action for all litigation purposes, as if no agreement had been negotiated or entered into, and shall not be deemed to have waived any substantive or procedural rights of any kind that they may have as to each other or any member of the Settlement Class.
Non-Approval of Settlement. This Settlement is conditioned upon final approval without material modification by the District Court. In the event that the Settlement is not so approved, either Plaintiffs or Defendants may elect to terminate the Settlement and return all Parties to the status quo ante as of the date of execution of the Prior Agreement for all litigation purposes, as if no Settlement had been negotiated or entered into. In the event that the Settlement is approved without material modification by the District Court but is later reversed or vacated on appeal, either Plaintiffs or Defendants shall have the right to terminate the Settlement and this Agreement and return the Parties to the status quo ante as of the date of execution of the Prior Agreement for all litigation purposes, as if no settlement had been negotiated or entered into. Notwithstanding the foregoing, neither Plaintiffs nor Class Counsel shall have the right to terminate or withdraw from the Settlement based on the District Court’s failure to approve an award of attorneys’ fees and costs or Plaintiffs’ service awards, in an amount less than requested, or the later reversal, reduction or vacating on appeal of such awards.
