Common use of PROCEDURE FOR APPROVAL OF SETTLEMENT Clause in Contracts

PROCEDURE FOR APPROVAL OF SETTLEMENT. 10.1 No later than ten (10) days after execution of this Agreement, Class Counsel shall file a motion with the Court seeking immediate entry of the Preliminary Approval Order and, after Notice is given to the Settlement Class, a hearing will be held by the Court pursuant to Rule 23 of the Federal Rules of Civil Procedure on the fairness of the Settlement to the Class (“Settlement Fairness Hearing”) and entry of the Order and Final Judgment approving the settlement. 10.2 The Preliminary Approval Order proposed by the parties and submitted with Class Counsel’s motion for approval of the settlement shall: a. Give preliminary approval to this Agreement; b. Certify the Settlement Class for settlement purposes pursuant to Rule 23(a) and b(1) and b(2) of the Federal Rules of Civil Procedure; c. Approve the form of the Individual Notice and direct the Administrators to mail the Notice to each potential member of the Settlement Class, and publish within sixty (60) days of the entry of the Preliminary Approval Order the Publication Notice in the Cincinnati Enquirer and the Cincinnati Post or another publication mutually agreed upon by Class Counsel and Defendants’ Counsel; d. Set a briefing schedule and a date and time for the Settlement Fairness Hearing to determine whether the Agreement is fair, reasonable, and adequate to the members of the Settlement Class, to determine Plaintiffs’ Counsel’s Attorneys’ Fees and Expenses, and to consider whether the Court should enter an Order and Final Judgment; e. Set a deadline by which all objections to the Settlement must be made; f. Stay all other proceedings in the Action until further order of the Court and enjoin the filing or prosecution by any Class members of any actions based on or in any way related to the Released Claims until the Settlement Fairness Hearing and the rulings on the proposed Agreement; and g. Determine pursuant to Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Notices constitute the best notice practicable under the circumstances and due and sufficient notice of the hearing and the rights of the members of the Settlement Class as to all Persons entitled to those Notices. 10.3 No later than five (5) business days after an Order of Preliminary Approval of the Settlement, the Plaintiffs shall submit the Agreement and accompanying Exhibits to the U.S. Department of Labor (“DOL”) with a notice of the date and time of the Settlement Fairness Hearing. 10.4 The named fiduciaries of the respective Plans shall select, subject to the approval of Class Counsel, an Independent Fiduciary, to whom they shall delegate the authority to review the Settlement of this action on behalf of the Plans and, if appropriate, approve the Settlement, and execute a Release, as provided herein, on behalf of the Plans. The Independent Fiduciary shall make all reasonable and appropriate efforts to determine whether or not to approve the Settlement at least fourteen (14) days before the deadline in the Preliminary Approval Order for Class members to file objections to the settlement. Approval of the Settlement by the Independent Fiduciary shall be made in accordance with DOL Prohibited Transaction Class Exemption 2003-39. The fees of such Independent Fiduciary shall be paid from the Settlement Fund, and Defendants shall have no obligation to do so. If the Independent Fiduciary disapproves or otherwise does not authorize the Settlement as set forth in this paragraph prior to the Settlement Fairness Hearing, then the Defendants shall have the option to waive this condition, such option to be exercised in writing within the earlier of (i) ten (10) days of the Defendants’ Counsels’ receipt of the Independent Fiduciary’s written determination, or (ii) ten (10) days prior to (a) the date set for the Settlement Fairness Hearing, or (b) such later date to which the Court may, in its discretion, continue the Settlement Fairness Hearing. If the Independent Fiduciary has not rendered a written report regarding the Settlement by the eleventh day prior to the date set for the Settlement Fairness Hearing, the Defendants may ask the Court to continue the Settlement Fairness Hearing to allow the Independent Fiduciary to complete its assessment of the Settlement. If the Defendants elect not to waive this condition, then this Settlement Agreement shall terminate and become null and void and the provisions of Paragraph 12.8 shall apply. 10.5 The Order and Final Judgment proposed by the parties and submitted with the motion for approval of the Settlement shall: a. Approve this Agreement and Settlement as a fair, reasonable, and adequate settlement, pursuant to Rule 23 of the Federal Rules of Civil Procedure, and compromise of this Action, and direct payment of the Settlement Fund and compliance with all other terms of this Agreement; b. Dismiss the Complaints and the Actions against each of the Defendants with prejudice on the merits and without costs to any party; c. Terminate any and all of the Released Claims; d. Terminate any and all rights of the Defendants for reimbursement of their attorneys’ fees in the Action; e. Bar and enjoin any action against Defendants and their related parties, Defendants’ Counsel, any member of the Settlement Class, or Class Counsel based on the amount of any Settlement Claim issued pursuant to the Plan of Allocation approved in the Final Approval of the Settlement; f. Direct that each party shall bear its own costs to the extent not allocated in this Agreement; g. Reserve jurisdiction over this Action and over any and all further proceedings concerning the administration and consummation of the Settlement and reimbursement of Administrative Expenses, to the extent any party deems necessary; h. Permanently bar and enjoin the Plaintiffs, the Plans, all members of the Settlement Class and any other party from the institution or prosecution, either directly, indirectly, or in a representative capacity, of any other action in any court asserting any Released Claim against any Released Person; and i. Contain such other and further provisions consistent with the terms of this Agreement as the Court may deem advisable and appropriate.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 10.1 No later than ten (10) days after execution of this Agreement, Class Counsel shall file a motion with the Court seeking immediate entry of the Preliminary Approval Order and, after Notice is given to the Settlement Class, a hearing will be held by the Court pursuant to Rule 23 of the Federal Rules of Civil Procedure on the fairness of the Settlement to the Class (“Settlement Fairness Hearing”) and entry of the Order and Final Judgment approving the settlement. 10.2 18. The Preliminary Approval Order proposed by the parties and submitted with Class Counsel’s motion for approval of the settlement shallas set out in the Settlement Agreement shall be sought at a public hearing before the Commission scheduled for such date as is agreed to by Staff and Xxxxxxx and Clansman in accordance with the procedures described herein and such further procedures as may be agreed upon between Staff and Xxxxxxx and Clansman. 19. If this Settlement Agreement is approved by the Commission, it will constitute the entirety of the evidence to be submitted respecting Xxxxxxx and Clansman in this matter and Xxxxxxx and Xxxxxxxx agree to waive any right to a full hearing and appeal of this matter under the Act. 20. If this Settlement Agreement is approved by the Commission, the parties to this Settlement Agreement will not make any statement that is inconsistent with this Settlement Agreement. 21. If, for any reason whatsoever, this settlement is not approved by the Commission, or the Order set forth in Schedule "A" is not made by the Commission: a. Give preliminary approval (a) each of Staff and Xxxxxxx and Xxxxxxxx will be entitled to this Agreementproceed to a hearing of the allegations in the Notice of Hearing and related Statement of Allegations unaffected by the Settlement Agreement or the settlement; b. Certify (b) the Settlement Class for settlement purposes pursuant to Rule 23(a) and b(1) and b(2) of the Federal Rules of Civil Procedure; c. Approve the form of the Individual Notice and direct the Administrators to mail the Notice to each potential member terms of the Settlement Class, and publish within sixty (60) days of the entry of the Preliminary Approval Order the Publication Notice in the Cincinnati Enquirer and the Cincinnati Post or another publication mutually agreed upon by Class Counsel and Defendants’ Counsel; d. Set a briefing schedule and a date and time for the Settlement Fairness Hearing to determine whether the Agreement is fair, reasonable, and adequate to the members of the Settlement Class, to determine Plaintiffs’ Counsel’s Attorneys’ Fees and Expenses, and to consider whether the Court should enter an Order and Final Judgment; e. Set a deadline by which all objections to the Settlement must will not be made; f. Stay all other proceedings in the Action until further order of the Court and enjoin the filing or prosecution by any Class members of any actions based on or raised in any way related other proceeding or disclosed to any person except with the Released Claims until the Settlement Fairness Hearing written consent of Staff and the rulings on the proposed AgreementXxxxxxx and Clansman or as may be otherwise required by law; and g. Determine pursuant to Rule 23(c)(2(c) of the Federal Rules of Civil Procedure Xxxxxxx and Xxxxxxxx further agree that the Notices constitute the best notice practicable under the circumstances and due and sufficient notice of the hearing and the rights of the members of they will not raise in any proceeding the Settlement Class Agreement or the negotiation or process of approval thereof as to all Persons entitled to those Noticesa basis for any attack on the Commission's jurisdiction, alleged bias, appearance of bias, alleged unfairness or any other challenge that may otherwise be available. 10.3 No later than five (5) business days after an Order of Preliminary Approval of the Settlement22. If, the Plaintiffs shall submit the Agreement and accompanying Exhibits to the U.S. Department of Labor (“DOL”) with a notice of the date and time of the Settlement Fairness Hearing. 10.4 The named fiduciaries of the respective Plans shall select, subject prior to the approval of Class Counsel, an Independent Fiduciary, to whom they shall delegate the authority to review the Settlement of this action on behalf of the Plans and, if appropriate, approve the Settlement, and execute a Release, as provided herein, on behalf of the Plans. The Independent Fiduciary shall make all reasonable and appropriate efforts to determine whether or not to approve the Settlement at least fourteen (14) days before the deadline in the Preliminary Approval Order for Class members to file objections to the settlement. Approval of the Settlement by the Independent Fiduciary shall be made in accordance with DOL Prohibited Transaction Class Exemption 2003-39. The fees of such Independent Fiduciary shall be paid from the Settlement Fund, and Defendants shall have no obligation to do so. If the Independent Fiduciary disapproves or otherwise does not authorize the Settlement as set forth in this paragraph prior to the Settlement Fairness Hearing, then the Defendants shall have the option to waive this condition, such option to be exercised in writing within the earlier of (i) ten (10) days of the Defendants’ Counsels’ receipt of the Independent Fiduciary’s written determination, or (ii) ten (10) days prior to (a) the date set for the Settlement Fairness Hearing, or (b) such later date to which the Court may, in its discretion, continue the Settlement Fairness Hearing. If the Independent Fiduciary has not rendered a written report regarding the Settlement by the eleventh day prior to the date set for the Settlement Fairness Hearing, the Defendants may ask the Court to continue the Settlement Fairness Hearing to allow the Independent Fiduciary to complete its assessment of the Settlement. If the Defendants elect not to waive this condition, then this Settlement Agreement shall terminate and become null and void and by the Commission, there are new facts or issues of substantial concern, in the view of Staff, regarding the facts set out in Part III of this Settlement Agreement, Staff will be at liberty to withdraw from this Settlement Agreement. Notice of such intention will be provided to Xxxxxxx and/or Clansman in writing. In the event of such notice being given, the provisions of Paragraph 12.8 shall apply. 10.5 The Order and Final Judgment proposed by the parties and submitted with the motion for approval of the Settlement shall: a. Approve this Agreement and Settlement as a fair, reasonable, and adequate settlement, pursuant to Rule 23 of the Federal Rules of Civil Procedure, and compromise of this Action, and direct payment of the Settlement Fund and compliance with all other terms of this Agreement; b. Dismiss the Complaints and the Actions against each of the Defendants with prejudice on the merits and without costs to any party; c. Terminate any and all of the Released Claims; d. Terminate any and all rights of the Defendants for reimbursement of their attorneys’ fees in the Action; e. Bar and enjoin any action against Defendants and their related parties, Defendants’ Counsel, any member of the Settlement Class, or Class Counsel based on the amount of any Settlement Claim issued pursuant to the Plan of Allocation approved in the Final Approval of the Settlement; f. Direct that each party shall bear its own costs to the extent not allocated paragraph 21 in this Agreement; g. Reserve jurisdiction over part will apply as if this Action and over any and all further proceedings concerning the administration and consummation of the Settlement and reimbursement of Administrative Expenses, to the extent any party deems necessary; h. Permanently bar and enjoin the Plaintiffs, the Plans, all members of the Settlement Class and any other party from the institution or prosecution, either directly, indirectly, or in a representative capacity, of any other action in any court asserting any Released Claim against any Released Person; and i. Contain such other and further provisions consistent with the terms of this Agreement as the Court may deem advisable and appropriatehad not been approved.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 10.1 11.1 No later than ten (10) days after execution of this Agreement, Class Counsel shall file a motion with the Court seeking immediate entry of the Preliminary Approval Order and, after Notice is given to the Settlement Class, a hearing will be held by the Court pursuant to Rule 23 of the Federal Rules of Civil Procedure on the fairness of the Settlement to the Class (“Settlement Fairness Hearing”) and entry of the Order and Final Judgment approving the settlement. 10.2 11.2 The Preliminary Approval Order proposed by the parties and submitted with Class Counsel’s motion for approval of the settlement shall: a. Give preliminary approval to this Agreement; b. Certify Conditionally certify the Settlement Class for settlement purposes only pursuant to Rule 23(a) and b(1) and b(2) of the Federal Rules of Civil ProcedureProcedure and appoint Plaintiffs’ Counsel as counsel for the Settlement Class; c. Approve the form of the Individual Notice Notice, and direct the Administrators to mail the Notice to each potential member of the Settlement Class, and publish within sixty thirty (6030) days of the entry of the Preliminary Approval Order the Publication Notice in the Cincinnati Enquirer Minneapolis Star-Tribune, the St. Xxxx Pioneer Press, and the Cincinnati Post USA Today or another national publication mutually agreed upon by Class Counsel and Defendants’ Counsel; d. Set a briefing schedule and a date and time for the Settlement Fairness Hearing to determine whether the Agreement is fair, reasonable, and adequate to the members of the Settlement Plaintiff Class, to determine Plaintiffs’ Counsel’s Attorneys’ Fees and Expenses, and to consider whether the Court should enter an Order and Final Judgment; e. Set a deadline by which all objections to the Settlement must be made; f. Stay all other proceedings in the Action until further order of the Court and enjoin the filing or prosecution by any Class members of any actions based on or in any way related to the Released Claims until the Settlement Fairness Hearing and the rulings on the proposed AgreementHearing; and g. Determine pursuant to Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Notices constitute the best notice practicable under the circumstances and due and sufficient notice of the hearing and the rights of the members of the Settlement Plaintiff Class as to all Persons entitled to those Notices. 10.3 11.3 No later than five (5) business days after an Order of Preliminary Approval of the Settlement, the Plaintiffs shall submit the Agreement and accompanying Exhibits to the U.S. Department of Labor (“DOL”) with a notice of the date and time of the Settlement Fairness Hearing. 10.4 The named fiduciaries of the respective Plans shall select, subject 11.4 Prior to the approval of Class Settlement Fairness Hearing, an independent fiduciary selected by Xcel and approved by Plaintiffs’ Counsel, an Independent Fiduciary, which has acknowledged in writing that it is a fiduciary with respect to whom they shall delegate the authority to review the Settlement settlement of this action Action on behalf of the Plans and(the “Independent Fiduciary”), if appropriate, approve the Settlement, shall have approved and execute a Release, as provided herein, on behalf of the Plans. The Independent Fiduciary shall make all reasonable and appropriate efforts to determine whether or not to approve authorized in writing the Settlement at least fourteen (14) days before the deadline in the Preliminary Approval Order for Class members to file objections to the settlement. Approval of the Settlement by the Independent Fiduciary shall be made in accordance with DOL Prohibited Transaction Class Exemption 2003-39. The fees of such Independent Fiduciary shall be paid from the Settlement Fund, and Defendants shall have no obligation to do so. If the Independent Fiduciary disapproves or otherwise does not authorize the Settlement as set forth in this paragraph prior to the Settlement Fairness Hearing, then the Defendants shall have the option to waive this condition, such option to be exercised in writing within the earlier of (i) ten (10) days of after the Defendants’ Counsels’ receipt of the Independent Fiduciary’s written determination, or (ii) ten three (103) days prior to (a) the date set for the Settlement Fairness Hearing, or (b) such later date to which the Court may, in its discretion, continue the Settlement Fairness Hearing. If the Independent Fiduciary has not rendered a written report regarding the Settlement by the eleventh day prior to the date set for the Settlement Fairness Hearing, the Defendants may ask the Court to continue the Settlement Fairness Hearing to allow the Independent Fiduciary to complete its assessment of the Settlement. If the Defendants elect not to waive this condition, then this Settlement Agreement shall terminate and become null and void and the provisions of Paragraph 12.8 shall apply. 10.5 The Order and Final Judgment proposed by the parties and submitted with the motion for approval of the Settlement shall: a. Approve this Agreement and Settlement as a fair, reasonable, and adequate settlement, pursuant to Rule 23 of the Federal Rules of Civil Procedure, and compromise of this Action, and direct payment of the Settlement Fund and compliance with all other terms of this Agreement; b. Dismiss the Complaints and the Actions against each of the Defendants with prejudice on the merits and without costs to any party; c. Terminate any and all of the Released Claims; d. Terminate any and all rights of the Defendants for reimbursement of their attorneys’ fees in the Action; e. Bar and enjoin any action against Defendants and their related parties, Defendants’ Counsel, any member of the Settlement Class, or Class Counsel based on the amount of any Settlement Claim issued pursuant to the Plan of Allocation approved in the Final Approval of the Settlement; f. Direct that each party shall bear its own costs to the extent not allocated in this Agreement; g. Reserve jurisdiction over this Action and over any and all further proceedings concerning the administration and consummation of the Settlement and reimbursement of Administrative Expenses, to the extent any party deems necessary; h. Permanently bar and enjoin the Plaintiffs, the Plans, all members of the Settlement Class and any other party from the institution or prosecution, either directly, indirectly, or in a representative capacity, of any other action in any court asserting any Released Claim against any Released Person; and i. Contain such other and further provisions consistent with the terms of this Agreement as the Court may deem advisable and appropriate.the

PROCEDURE FOR APPROVAL OF SETTLEMENT. 10.1 No later than ten (10) days after execution 16. Acceptance of this Agreement, Class Counsel shall file a motion with the Court seeking immediate entry of the Preliminary Approval Order and, after Notice is given to the Settlement Class, a hearing will be held by the Court pursuant to Rule 23 of the Federal Rules of Civil Procedure on the fairness of the Settlement to the Class (“Settlement Fairness Hearing”) and entry of the Order and Final Judgment approving the settlement. 10.2 The Preliminary Approval Order proposed by the parties and submitted with Class Counsel’s motion for approval of the settlement shall: a. Give preliminary approval to this Agreement; b. Certify the Settlement Class for settlement purposes pursuant to Rule 23(a) and b(1) and b(2) of the Federal Rules of Civil Procedure; c. Approve the form of the Individual Notice and direct the Administrators to mail the Notice to each potential member of the Settlement Class, and publish within sixty (60) days of the entry of the Preliminary Approval Order the Publication Notice in the Cincinnati Enquirer and the Cincinnati Post or another publication mutually agreed upon by Class Counsel and Defendants’ Counsel; d. Set a briefing schedule and a date and time for the Settlement Fairness Hearing to determine whether the Agreement is fair, reasonable, and adequate to the members of the Settlement Class, to determine Plaintiffs’ Counsel’s Attorneys’ Fees and Expenses, and to consider whether the Court should enter an Order and Final Judgment; e. Set a deadline by which all objections to the Settlement must be made; f. Stay all other proceedings in the Action until further order of the Court and enjoin the filing or prosecution by any Class members of any actions based on or in any way related to the Released Claims until the Settlement Fairness Hearing and the rulings on the proposed Agreement; and g. Determine pursuant to Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Notices constitute the best notice practicable under the circumstances and due and sufficient notice of the hearing and the rights of the members of the Settlement Class as to all Persons entitled to those Notices. 10.3 No later than five (5) business days after an Order of Preliminary Approval of the Settlement, the Plaintiffs shall submit the Agreement and accompanying Exhibits to the U.S. Department of Labor (“DOL”) with a notice of the date and time of the Settlement Fairness Hearing. 10.4 The named fiduciaries of the respective Plans shall select, subject to the approval of Class Counsel, an Independent Fiduciary, to whom they shall delegate the authority to review the Settlement of this action on behalf of the Plans and, if appropriate, approve the Settlement, and execute a Release, as provided herein, on behalf of the Plans. The Independent Fiduciary shall make all reasonable and appropriate efforts to determine whether or not to approve the Settlement at least fourteen (14) days before the deadline in the Preliminary Approval Order for Class members to file objections to the settlement. Approval of the Settlement by the Independent Fiduciary shall be made in accordance with DOL Prohibited Transaction Class Exemption 2003-39. The fees of such Independent Fiduciary shall be paid from the Settlement Fund, and Defendants shall have no obligation to do so. If the Independent Fiduciary disapproves or otherwise does not authorize the Settlement as set forth in this paragraph prior to the Settlement Fairness Hearing, then the Defendants shall have the option to waive this condition, such option to be exercised in writing within the earlier of (i) ten (10) days of the Defendants’ Counsels’ receipt of the Independent Fiduciary’s written determination, or (ii) ten (10) days prior to (a) the date set for the Settlement Fairness Hearing, or (b) such later date to which the Court may, in its discretion, continue the Settlement Fairness Hearing. If the Independent Fiduciary has not rendered a written report regarding the Settlement by the eleventh day prior to the date set for the Settlement Fairness Hearing, the Defendants may ask the Court to continue the Settlement Fairness Hearing to allow the Independent Fiduciary to complete its assessment of the Settlement. If the Defendants elect not to waive this condition, then this Settlement Agreement shall terminate and become null and void be sought at a hearing of the Atlantic Regional Council of the MFDA on April 15, 2009. 17. Staff and the provisions of Paragraph 12.8 shall apply. 10.5 The Order and Final Judgment proposed by the parties and submitted with the motion for approval Respondent may refer to any part, or all, of the Settlement shall: a. Approve Agreement at the settlement hearing. Staff and the Respondent also agree that if this Settlement Agreement and Settlement as a fairis accepted by the Hearing Panel, reasonableit will constitute the entirety of the evidence to be submitted respecting the Respondent in this matter, and adequate settlementthe Respondent agrees to waive his rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter before any court of competent jurisdiction. 18. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel, then the Respondent shall be deemed to have been penalized by the Hearing Panel pursuant to Rule 23 s. 24.1.2 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 19. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel neither Staff nor the Respondent will make any public statement inconsistent with this Settlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against him. 20. If this Settlement Agreement is accepted by the Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the Federal Rules Terms of Civil ProcedureSettlement set out herein, and compromise Staff reserves the right to bring proceedings under the By-laws of this Actionthe MFDA against the Respondent based on, and direct payment but not limited to, the facts set out in Part IV of the Settlement Fund and compliance with all other terms of this Agreement; b. Dismiss , as well as the Complaints and the Actions against each of the Defendants with prejudice on the merits and without costs to any party; c. Terminate any and all of the Released Claims; d. Terminate any and all rights of the Defendants for reimbursement of their attorneys’ fees in the Action; e. Bar and enjoin any action against Defendants and their related parties, Defendants’ Counsel, any member breach of the Settlement ClassAgreement. 21. If, for any reason whatsoever, this Settlement Agreement is not accepted by the Hearing Panel or Class Counsel based on an Order in the amount form attached as Schedule “A” is not made by the Hearing Panel, each of Staff and the Respondent will be entitled to any Settlement Claim issued available proceedings, remedies and challenges, including proceeding to a disciplinary hearing pursuant to sections 20 and 24 of By-law No. 1, unaffected by this Settlement Agreement or the Plan of Allocation approved in settlement negotiations. 22. Whether or not this Settlement Agreement is accepted by the Final Approval of the Settlement; f. Direct that each party shall bear its own costs to the extent not allocated in this Agreement; g. Reserve jurisdiction over this Action and over any and all further proceedings concerning the administration and consummation of the Settlement and reimbursement of Administrative Expenses, to the extent any party deems necessary; h. Permanently bar and enjoin the PlaintiffsHearing Panel, the PlansRespondent agrees that he will not, all members of the Settlement Class and any other party from the institution or prosecution, either directly, indirectly, or in a representative capacity, of any other action in any court asserting any Released Claim against any Released Person; and i. Contain such other and further provisions consistent with proceeding, refer to or rely upon this Settlement Agreement or the terms negotiation or process of approval of this Settlement Agreement as the Court basis for any allegation against the MFDA of lack of jurisdiction, bias, appearance of bias, unfairness, or any other remedy or challenge that may deem advisable and appropriateotherwise be available.

PROCEDURE FOR APPROVAL OF SETTLEMENT. 10.1 No later than ten (10) days after execution 14. Acceptance of this Agreement, Class Counsel shall file a motion with the Court seeking immediate entry of the Preliminary Approval Order and, after Notice is given to the Settlement Class, a hearing will be held by the Court pursuant to Rule 23 of the Federal Rules of Civil Procedure on the fairness of the Settlement to the Class (“Settlement Fairness Hearing”) and entry of the Order and Final Judgment approving the settlement. 10.2 The Preliminary Approval Order proposed by the parties and submitted with Class Counsel’s motion for approval of the settlement shall: a. Give preliminary approval to this Agreement; b. Certify the Settlement Class for settlement purposes pursuant to Rule 23(a) and b(1) and b(2) of the Federal Rules of Civil Procedure; c. Approve the form of the Individual Notice and direct the Administrators to mail the Notice to each potential member of the Settlement Class, and publish within sixty (60) days of the entry of the Preliminary Approval Order the Publication Notice in the Cincinnati Enquirer and the Cincinnati Post or another publication mutually agreed upon by Class Counsel and Defendants’ Counsel; d. Set a briefing schedule and a date and time for the Settlement Fairness Hearing to determine whether the Agreement is fair, reasonable, and adequate to the members of the Settlement Class, to determine Plaintiffs’ Counsel’s Attorneys’ Fees and Expenses, and to consider whether the Court should enter an Order and Final Judgment; e. Set a deadline by which all objections to the Settlement must be made; f. Stay all other proceedings in the Action until further order of the Court and enjoin the filing or prosecution by any Class members of any actions based on or in any way related to the Released Claims until the Settlement Fairness Hearing and the rulings on the proposed Agreement; and g. Determine pursuant to Rule 23(c)(2) of the Federal Rules of Civil Procedure that the Notices constitute the best notice practicable under the circumstances and due and sufficient notice of the hearing and the rights of the members of the Settlement Class as to all Persons entitled to those Notices. 10.3 No later than five (5) business days after an Order of Preliminary Approval of the Settlement, the Plaintiffs shall submit the Agreement and accompanying Exhibits to the U.S. Department of Labor (“DOL”) with a notice of the date and time of the Settlement Fairness Hearing. 10.4 The named fiduciaries of the respective Plans shall select, subject to the approval of Class Counsel, an Independent Fiduciary, to whom they shall delegate the authority to review the Settlement of this action on behalf of the Plans and, if appropriate, approve the Settlement, and execute a Release, as provided herein, on behalf of the Plans. The Independent Fiduciary shall make all reasonable and appropriate efforts to determine whether or not to approve the Settlement at least fourteen (14) days before the deadline in the Preliminary Approval Order for Class members to file objections to the settlement. Approval of the Settlement by the Independent Fiduciary shall be made in accordance with DOL Prohibited Transaction Class Exemption 2003-39. The fees of such Independent Fiduciary shall be paid from the Settlement Fund, and Defendants shall have no obligation to do so. If the Independent Fiduciary disapproves or otherwise does not authorize the Settlement as set forth in this paragraph prior to the Settlement Fairness Hearing, then the Defendants shall have the option to waive this condition, such option to be exercised in writing within the earlier of (i) ten (10) days of the Defendants’ Counsels’ receipt of the Independent Fiduciary’s written determination, or (ii) ten (10) days prior to (a) the date set for the Settlement Fairness Hearing, or (b) such later date to which the Court may, in its discretion, continue the Settlement Fairness Hearing. If the Independent Fiduciary has not rendered a written report regarding the Settlement by the eleventh day prior to the date set for the Settlement Fairness Hearing, the Defendants may ask the Court to continue the Settlement Fairness Hearing to allow the Independent Fiduciary to complete its assessment of the Settlement. If the Defendants elect not to waive this condition, then this Settlement Agreement shall terminate and become null and void be sought at a hearing of the Central Regional Council of the MFDA on a date agreed to by counsel for Staff and the provisions of Paragraph 12.8 shall applyRespondent. 10.5 The Order 15. Staff and Final Judgment proposed by the parties and submitted with the motion for approval Respondent may refer to any part, or all, of the Settlement shall: a. Approve Agreement at the settlement hearing. Staff and the Respondent also agree that if this Settlement Agreement and Settlement as a fairis accepted by the Hearing Panel, reasonableit will constitute the entirety of the evidence to be submitted respecting the Respondent in this matter, and adequate settlementthe Respondent agrees to waive his rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter before any court of competent jurisdiction. 16. Staff and the Respondent agrees that if this Settlement Agreement is accepted by the Hearing Panel, then the Respondent shall be deemed to have been penalized by the Hearing Panel pursuant to Rule 23 s. 24.1.2 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1. 17. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel, neither Staff nor the Respondent will make any public statement inconsistent with this Settlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against them. 18. If this Settlement Agreement is accepted by the Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the Federal Rules Terms of Civil ProcedureSettlement set out herein, and compromise Staff reserves the right to bring proceedings under the By-laws of this Actionthe MFDA against the Respondent based on, and direct payment but not limited to, the facts set out in Part IV of the Settlement Fund and compliance with all other terms of this Agreement; b. Dismiss , as well as the Complaints and the Actions against each of the Defendants with prejudice on the merits and without costs to any party; c. Terminate any and all of the Released Claims; d. Terminate any and all rights of the Defendants for reimbursement of their attorneys’ fees in the Action; e. Bar and enjoin any action against Defendants and their related parties, Defendants’ Counsel, any member breach of the Settlement ClassAgreement. 19. If, for any reason whatsoever, this Settlement Agreement is not accepted by the Hearing Panel or Class Counsel based on an Order in the amount form attached as Schedule “A” is not made by the Hearing Panel, each of Staff and the Respondent will be entitled to any Settlement Claim issued available proceedings, remedies and challenges, including proceeding to a disciplinary hearing pursuant to sections 20 and 24 of By-law No. 1, unaffected by this Settlement Agreement or the Plan of Allocation approved in settlement negotiations. 20. Whether or not this Settlement Agreement is accepted by the Final Approval of the Settlement; f. Direct that each party shall bear its own costs to the extent not allocated in this Agreement; g. Reserve jurisdiction over this Action and over any and all further proceedings concerning the administration and consummation of the Settlement and reimbursement of Administrative Expenses, to the extent any party deems necessary; h. Permanently bar and enjoin the PlaintiffsHearing Panel, the PlansRespondent agrees that he will not, all members of the Settlement Class and any other party from the institution or prosecution, either directly, indirectly, or in a representative capacity, of any other action in any court asserting any Released Claim against any Released Person; and i. Contain such other and further provisions consistent with proceeding, refer to or rely upon this Settlement Agreement or the terms negotiation or process of approval of this Settlement Agreement as the Court basis for any allegation against the MFDA of lack of jurisdiction, bias, appearance of bias, unfairness, or any other remedy or challenge that may deem advisable and appropriateotherwise be available.