Common use of Right of Termination Clause in Contracts

Right of Termination. (1) In the event that: (a) the Court declines to certify the Proceeding for the purposes of the Settlement Agreement; (b) the Court declines to dismiss the Proceeding against the Settling Defendants; (c) the Court declines to approve this Settlement Agreement or any material part hereof; (d) the Court approves this Settlement Agreement in a materially modified form; (e) the Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not substantially in the form attached to this Settlement Agreement as Schedule B; or (f) any order approving this Settlement Agreement made by the Court does not become a Final Order; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17. (3) Except as provided for in Section 6.4, if the Settlement Agreement is terminated, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (4) Any order, ruling or determination made or rejected by any Court with respect to: (a) Class Counsel Fees or Class Counsel Disbursements; (b) the opt-out process; or (c) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the any Court declines to certify the Proceeding for the purposes of the Settlement Agreement; (b) the Court declines to dismiss the Proceeding against the Settling Defendants; (c) the any Court declines to approve this Settlement Agreement or any material part hereof; (d) the any Court approves this Settlement Agreement in a materially modified form; (e) the any Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not substantially in the form attached to this Settlement Agreement as Schedule B; or; (f) any order approving this Settlement Agreement made by the Court does not become a Final Order; or (g) any Court or other court whose approval or recognition is required declines to approve or enforce any of the Canadian Settlement Agreements in substantially the form in which it was executed or any material part of such settlement agreements; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement by delivering a written notice pursuant to in accordance with Section 15.17, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to in accordance with Section 15.17. (3) Except as provided for in Section 6.4, if the Settlement Agreement is terminatednot approved, is terminated in accordance with its terms or otherwise fails to take effect for any reason, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (4) Any order, ruling or determination made or rejected by any the Court with respect to: (a) Class Counsel Fees or Class Counsel Disbursements; (b) the opt-out process; or (cb) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1a) In Defendant shall have the option to terminate this Settlement Agreement in the event that: (ai) the Court declines to certify the Proceeding for the purposes The Plaintiff or Class Counsel breach any material term of the this Settlement Agreement; (bii) the The Court declines to dismiss issue an order substantially in the Proceeding against form of the Settling DefendantsSecond Order, or to approve any material part of the Settlement Agreement (which does not include Class Counsel Fees and Disbursements), or requires a material change to the Settlement Agreement as a pre-condition to approval; or (iii) The Court issues an order substantially in the form of the Second Order, but it does not become Final or is materially altered on appeal. (b) The Plaintiff shall have the option to terminate the Settlement Agreement in the event that: (i) Defendant or Defence Counsel breach any payment terms of this Settlement Agreement; (ii) The Court declines to issue an order substantially in the form of the Second Order, or to approve of any material part of the Settlement Agreement (which does not include Class Counsel Fees and (iii) The Court issues an order substantially in the form of the Second Order, but it does not become Final or is materially altered on appeal. (c) If Defendant elects to terminate the Court declines Settlement Agreement pursuant to approve Article 7.1(a), or the Plaintiff elects to terminate the Settlement Agreement pursuant to Article 7.1(b), a written notice of termination shall be provided by the terminating Party(s) to the other Party(s) forthwith, and, in any event, no later than ten (10) business days after the event upon which the terminating Party relies. Upon delivery of such written notice, this Settlement Agreement or any material part hereof; (d) the Court approves this Settlement Agreement in a materially modified form; (e) the Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not substantially in the form attached to this Settlement Agreement as Schedule B; or (f) any order approving this Settlement Agreement made by the Court does not become a Final Order; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17be terminated and, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17. (3) Except except as provided for in Section 6.4Article 7.2, if and the Settlement Agreement is terminatedrelated Definitions in Article I, the Settlement Agreement it shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation Released Claims, including but not limited to any trial on the merits, except with the written consent of all Parties or in any other way for any reasonas otherwise required by a Court. (4d) Any order, ruling or determination made or rejected by any the Court with respect to: (a) to the Class Counsel Fees or Class Counsel Disbursements; (b) the opt-out process; or (c) the Distribution Protocol and Disbursements shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any constitute a basis for the termination of this Settlement Agreement.

Right of Termination. (1a) In The Defendant shall, in its sole discretion, have the option to terminate this Settlement Agreement in the event that: (ai) A court refuses to grant an order dismissing the Class Action with prejudice and on a without costs basis; (ii) The Court declines to certify the Proceeding for the purposes approve any part of the Settlement AgreementAgreement that the Defendant deems material, or requires a change to the Settlement Agreement that the Defendant deems material as a pre-condition to approval; (iii) The Court issues the Second Order, but it does not become Final or is altered on appeal in a manner deemed material by the Defendant, in its sole discretion (acting reasonably); or (iv) The Opt Out Threshold is exceeded. (b) The Plaintiffs shall have the Court declines option to dismiss terminate the Proceeding against Settlement Agreement in the Settling Defendantsevent that: (i) There is non-payment in full of the Settlement Fund into the Class Counsel and Defence Counsel Accounts by the date set out above in Article 4.1; (cii) The Court refuses to grant an order dismissing the Class Action with prejudice on a without costs basis; (iii) The Court declines to approve this Settlement Agreement or of any material part hereof; (d) the Court approves this Settlement Agreement in a materially modified form; (e) the Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not substantially in requires a material change to the form attached to this Settlement Agreement as Schedule Ba pre-condition to approval; or (fiv) The Court issues the Second Order, but it does not become Final or is materially altered on appeal. (c) If the Defendant elects to terminate the Settlement Agreement pursuant to Article 6.1(a), or the Plaintiffs elect to terminate the Settlement Agreement pursuant to Article 6.1(b), a written notice of termination shall be provided by the terminating Party to the other Party’s lawyers forthwith, and, in any order approving event, no later than 10 business days after the event upon which the terminating Party relies. Upon delivery of such written notice, this Settlement Agreement made by the Court does not become a Final Order; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17be terminated and, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17. (3) Except except as provided for in Section 6.4Articles 6.2 and 6.3, if and the Settlement Agreement is terminatedrelated Definitions in Article 1, the Settlement Agreement it shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise, including but not limited to any motion for certification of the Class Action, or trial on the merits, except with the written consent of all Parties or as otherwise in any litigation or in any other way for any reasonrequired by a Court. (4d) Any order, ruling or determination made or rejected by any the Court with respect to: (a) to Class Counsel Fees Counsel's fees and disbursements or Class Counsel Disbursements; (b) the opt-out process; or (c) with respect to the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any constitute a basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the BC Court in the BC Proceeding or the Quebec Court in the Quebec Proceeding declines to certify permit the Proceeding for the purposes amendment of the Settlement Agreementstatement of claim or other equivalent originating process to add the Settling Defendants as defendants; (b) the any Court declines to dismiss certify or authorize the Proceeding against the Settling DefendantsSettlement Class; (c) any Court declines to dismiss or declare settled out of court the Proceedings against the Settling Defendants and any Court declines to approve this Settlement Agreement or any material part hereof; (d) the any Court approves this Settlement Agreement in a materially modified form; (e) the any Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not substantially in the form attached to this Settlement Agreement as Schedule BAgreement; or (f) any order orders approving this Settlement Agreement made by the Court does Courts do not become a Final Order; Orders. the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants will have the right to terminate under sections 6.1(1)(c) above) by delivering a written notice pursuant to Section 15.17section 14.17, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17. (3) Except as provided for in Section 6.4section 6.3, if the Settlement Agreement is terminatedSettling Defendants or the Plaintiffs exercise their right to terminate, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reasonlitigation. (43) Any order, ruling or determination made or rejected by any Court with respect to: (a) Class Counsel Fees or Class Counsel Disbursements; (b) the opt-out process; or (cb) the Distribution Protocol Class Counsel Fees or Class Counsel Disbursements, shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Court declines to certify the Proceeding for the purposes of the Settlement Agreement; (b) the Court declines to dismiss the Proceeding against the Settling Defendants; (c) the Court declines to approve this Settlement Agreement or any material part hereof; (d) the Court approves this Settlement Agreement in a materially modified form; (e) the Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not substantially in the form attached to this Settlement Agreement as Schedule B; or (f) any the order approving this Settlement Agreement made by the Court does not become a Final Order; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17. (3) Except as provided for in Section 6.4, if the Settlement Agreement is terminated, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (4) Any order, ruling or determination made or rejected by any the Court with respect to: (a) Class Counsel Fees or Class Counsel Disbursements; (b) the opt-out process; or (c) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Court declines to certify the Proceeding for the purposes of the Settlement Agreement; (b) the Court declines to dismiss the Proceeding against the Settling Defendants; (c) the either Court declines to approve this Settlement Agreement or any material part hereof; (db) the either Court approves issues an order approving this Settlement Agreement in a materially modified form; (e) the Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not substantially in the form attached to this Settlement Agreement as Schedule BAgreement; or (fc) any order an Order approving this Settlement Agreement made by is reversed on appeal and the Court does not become reversal becomes a Final Order; and if the Parties, within thirty (30) days thereafter, using best efforts and acting in good faith, are not able to agree on such modified terms as may be required to obtain the Courts’ approval, then the Plaintiffs and the Settling Defendants Defendant shall each have the right option, but not the obligation, to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17, within thirty (30) days following an event described aboveall Parties and the Courts. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1s. 2.2(3), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17the Defendant and providing the Defendant with fourteen (14) days to comply with s. 2.2(3), failing which the Settlement Agreement will be terminated. (3) Any order, ruling or determination made or rejected by either Court with respect to Class Counsel Fees, Class Counsel Disbursements, or Settlement Administration Expenses shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide a basis for the termination of this Settlement Agreement. (4) Except as provided for in Section 6.4ss. 11.1(3) and 11.4(2), if any of the Plaintiffs or the Defendant validly exercises the right to terminate the Settlement Agreement is terminatedAgreement, then the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (4) Any order, ruling or determination made or rejected by any Court with respect to: (a) Class Counsel Fees or Class Counsel Disbursements; (b) the opt-out process; or (c) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In The Settling Defendants or the Plaintiffs, in their respective sole discretion, have the option to terminate this Settlement Agreement in the event that: (a) the Court declines to certify the Proceeding for the purposes form and content of any of the Settlement Agreementorders or Notices departs materially from the form and content of the orders and Notices as agreed upon by the Plaintiffs and the Settling Defendants; (b) the Court declines to dismiss form and content of any of the Proceeding against Final Orders approved by the Courts departs materially from the form and content of the orders agreed upon by the Plaintiffs and the Settling Defendants; (c) the any Court declines to approve this Settlement Agreement or any material term or part hereof; (d) any Court declines to dismiss the Canadian Proceedings or the Additional Class Proceedings; (e) any Court approves this Settlement Agreement in a materially modified form; (e) the Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not substantially in the form attached to this Settlement Agreement as Schedule B; or (f) any order orders approving this Settlement Agreement made by the Court does Courts do not become a Final Order; the Plaintiffs and the Orders. (2) The Settling Defendants shall each Defendants, in their sole discretion, have the right option to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17, within thirty (30) days following an in the event described above.that: (2a) In addition, if the releases and covenants contemplated in sections 5 and 6 are not complied with; or (b) the Confidential Opt-Out Threshold is met by valid requests to opt-out by Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall Class Members who have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17opt-out. (3) Except To exercise a right of termination under section 12.1(1) or (2), a terminating Party shall deliver a written notice of termination pursuant to this Settlement Agreement within thirty business days of the fact of the condition being met becoming known to the terminating Party. Upon delivery of such a written notice, this Settlement Agreement shall be terminated and, except as provided for in Section 6.4section 12.4, if the Settlement Agreement is terminated, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reasonlitigation. (4) Any order, ruling or determination made by any Court that is not substantially in the form and content of the respective Final Orders, as agreed upon by the Plaintiffs and the Settling Defendants in accordance with section 2.3, shall be deemed to be a material modification of this Settlement Agreement and shall provide a basis for the termination of this Settlement Agreement, provided however that the Settling Defendants may collectively agree to waive this provision. (5) Any order, ruling or rejected determination made by any Court with respect to: (a) to Class Counsel Fees or Class Counsel Disbursements; (b) the opt-out process; or (c) the any Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement. (6) In the event this Settlement Agreement is not approved, is terminated in accordance with its terms or otherwise fails to take effect for any reason, the Plaintiffs and the Settling Defendants understand and agree that any prior certification or authorization of any of the Canadian Proceedings as a class proceeding for the purposes of settlement, including the definitions of the Settlement Class and the Common Issue, shall be without prejudice to any position that any of the Parties or any Releasee may later take on any issue in any of the Canadian Proceedings or any other litigation. (7) In the event this Settlement Agreement is not approved, is terminated in accordance with its terms or otherwise fails to take effect for any reason, the Plaintiffs and the Settling Defendants understand and agree that any appearance, attendance, filing or other action or step taken by the Settling Defendants pursuant to or relating to this Settlement Agreement shall be without prejudice to any position that any Releasee may later take in respect of the jurisdiction of the Courts or any other court, including, without limitation, a motion to stay any of the Canadian Proceedings pursuant to applicable commercial arbitration legislation, a motion to quash service ex juris or to otherwise challenge the jurisdiction of the Courts or any other court over any Releasee in the Canadian Proceedings or any other litigation.

Right of Termination. (1) In the event that: (a) the Court declines to certify the Proceeding for the purposes of the Settlement Agreement; (b) the Court declines to dismiss the Proceeding against the Settling Defendants; (c) the Court declines to approve this Settlement Agreement or any material part hereof; (d) the Court approves this Settlement Agreement in a materially modified form; (e) the Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not substantially in the form attached to this Settlement Agreement as Schedule B; or (f) any the order approving this Settlement Agreement made by the Court does not become a Final Order; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.1714.17, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.1714.17. (3) Except as provided for in Section 6.45.4, if the Settlement Agreement is terminated, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (4) Any order, ruling or determination made or rejected by any the Court with respect to: (a) Class Counsel Fees or Class Counsel Disbursements; (b) the opt-out process; or (cb) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1a) In The Defendant shall have the option to terminate this Settlement Agreement in the event that: (ai) the Court declines to certify the Proceeding for the purposes The Plaintiff or Class Counsel breach any material term of the this Settlement Agreement; (bii) the The Court declines to dismiss issue an order substantially in the Proceeding against form of the Settling DefendantsSecond Order, or to approve any material part of the Settlement Agreement (excluding Class Counsel Fees), or requires a material change to the Settlement Agreement as a pre-condition to approval; or (iii) The Court issues an order substantially in the form of the Second Order, but it does not become Final or is materially altered on appeal. (b) The Plaintiff and Class Counsel, collectively but not separately, shall have the option to terminate the Settlement Agreement in the event that: (i) The Defendant or Defence Counsel breach any payment terms of this Settlement Agreement; (ii) The Court declines to issue an order substantially in the form of the Second Order, or to approve of any material part of the Settlement Agreement (excluding Class Counsel Fees) or requires a material change to the Settlement Agreement as a pre-condition to approval; or (iii) The Court issues an order substantially in the form of the Second Order, but it does not become Final or is materially altered on appeal. (c) If the Court declines Defendant elects to approve terminate the Settlement Agreement pursuant to Article 7.1(a), or the Plaintiff together with Class Counsel elect to terminate the Settlement Agreement pursuant to Article 7.1(b), a written notice of termination shall be provided by the terminating Party(s) to the other Party(s) forthwith, and, in any event, no later than ten (10) business days after the event upon which the terminating Party relies. Upon delivery of such written notice, this Settlement Agreement or any material part hereof; (d) the Court approves this Settlement Agreement in a materially modified form; (e) the Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not substantially in the form attached to this Settlement Agreement as Schedule B; or (f) any order approving this Settlement Agreement made by the Court does not become a Final Order; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17be terminated and, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17. (3) Except except as provided for in Section 6.4Article 7.2, if and the Settlement Agreement is terminatedrelated Definitions in Article I, the Settlement Agreement it shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation Released Claims, including but not limited to any trial on the merits, except with the written consent of all Parties or in any other way for any reasonas otherwise required by a Court. (4d) Any order, ruling or determination made or rejected by any the Court with respect to: (a) to the Class Counsel Fees or Class Counsel Disbursements; (b) the opt-out process; or (c) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any constitute a basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the any Court declines to certify the Proceeding for the purposes of or authorize the Settlement AgreementClass; (b) the any Court declines to dismiss or declare settled out of court the Proceeding Proceedings against the Settling DefendantsDefendants who are named as defendants in the relevant Proceeding; (c) the any Court declines to approve this Settlement Agreement or any material part hereof; (d) the any Court approves this Settlement Agreement in a materially modified form; (e) the any Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not substantially in the form attached to this Settlement Agreement as Schedule B; orC; (f) any order orders approving this Settlement Agreement made by the Ontario Court, the BC Court does or the Quebec Court do not become a Final OrderOrders; (g) the orders for preliminary approval of the U.S. Settlement Agreements do not become Final U.S. Orders; or (h) any of the Opt-Out Thresholds are met or exceeded; the Plaintiffs (acting as a group) and the each Settling Defendants Defendant shall each have the right to terminate this Settlement Agreement (except that only each Settling Defendant will have the right to terminate under Sections 6.1(1)(b), 6.1(1)(g) and 6.1(1)(h) above) by delivering a written notice pursuant to Section 15.1714.18, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17. (3) Except as provided for in Section 6.4, if one or both Settling Defendant(s) or the Settlement Agreement is terminatedPlaintiffs exercise their right to terminate, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the terminating Parties, and shall not be used as evidence or otherwise in any litigation litigation. For the avoidance of doubt, this Settlement Agreement may be terminated with respect to the Plaintiffs and one or in any both Settling Defendants. For instance, the Plaintiffs may terminate this Settlement Agreement with respect to one or both Settling Defendants, and the termination of this Settlement Agreement by one Settling Defendant shall not affect the status of this Settlement Agreement with respect to the other way for any reasonSettling Defendant. (43) Any order, ruling or determination made or rejected by any Court with respect to: (a) the opt-out process; (b) Class Counsel Fees or Class Counsel Disbursements; (b) the opt-out process; or (c) the Distribution Protocol documentary confidentiality as provided in Section 4.2(2) above, shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the BC Court or the Quebec Court declines to certify or authorize the applicable Proceeding for settlement purposes as against the purposes of the Settlement AgreementSettling Defendants or does so in a materially modified form; (b) the BC Court declines to dismiss the Proceeding BC Action against the Settling Defendants; (c) the Quebec Court declines to declare settled out of court the Quebec Action against the Settling Defendants named in the Quebec Action; (d) the BC Court or the Quebec Court declines to approve this Settlement Agreement or any material part hereof; (de) the BC Court or the Quebec Court approves this Settlement Agreement in a materially modified form; (e) the Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not substantially in the form attached to this Settlement Agreement as Schedule B; or (f) any order orders approving this Settlement Agreement made by the Court does BC or Quebec Courts do not become Final Orders or are issued in a Final Ordermaterially modified form or are materially inconsistent with the terms of this Settlement Agreement; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17, 14.17 within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.1714.17, within thirty (30) days after such non-payment, or move before the Court to enforce the terms of this Settlement Agreement. (3) Except as provided for in Section 6.4, if the Settlement Agreement is terminated, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (4) Any order, ruling or determination made (or rejected rejected) by any Court with respect to: (a) Class Counsel Fees or Class Counsel Disbursements;; or (b) the opt-out process; or (c) the Distribution Protocol Protocol, shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the BC Court or the Quebec Court declines to certify or authorize the applicable Proceeding for settlement purposes as against the purposes of the Settlement AgreementSettling Defendants or does so in a materially modified form; (b) the BC Court declines to dismiss the Proceeding BC Action against the Settling Defendants; (c) the Quebec Court declines to declare settled out of court the Quebec Action against the Settling Defendants named in the Quebec Action; (d) the BC Court or the Quebec Court declines to approve this Settlement Agreement or any material part hereof; (de) the BC Court or the Quebec Court approves this Settlement Agreement in a materially modified form; (e) the Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not substantially in the form attached to this Settlement Agreement as Schedule B; or (f) any order orders approving this Settlement Agreement made by the Court does BC or Quebec Courts do not become Final Orders or are issued in a Final Ordermaterially modified form or are materially inconsistent with the terms of this Settlement Agreement; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17, 13.17 within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.1713.17, within thirty (30) days after such non-payment, or move before the Court to enforce the terms of this Settlement Agreement. (3) Except as provided for in Section 6.4, if the Settlement Agreement is terminated, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (4) Any order, ruling or determination made (or rejected rejected) by any Court with respect to: (a) Class Counsel Fees or Class Counsel Disbursements;; or (b) the opt-out process; or (c) the Distribution Protocol Protocol, shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1a) In Nissan shall have the option to terminate this Settlement Agreement in the event that: (ai) the Court declines to certify the Proceeding for the purposes The Plaintiff or Class Counsel breach any material term of the this Settlement Agreement; (bii) the The Court declines to dismiss issue an order substantially in the Proceeding against form of the Settling DefendantsSecond Order, or to approve any material part of the Settlement Agreement (excluding Class Counsel Fees and Disbursements), or requires a material change to the Settlement Agreement as a pre- condition to approval; or (iii) The Court issues an order substantially in the form of the Second Order, but it does not become Final or is materially altered on appeal. (b) The Plaintiff and Class Counsel, collectively but not separately, shall have the option to terminate the Settlement Agreement in the event that: (i) Nissan or Defence Counsel breach any payment terms of this Settlement Agreement; (ii) The Court declines to issue an order substantially in the form of the Second Order, or to approve of any material part of the Settlement Agreement (excluding Class Counsel Fees) or requires a material change to the Settlement Agreement as a pre-condition to approval; or (iii) The Court issues an order substantially in the form of the Second Order, but it does not become Final or is materially altered on appeal. (c) If Nissan elects to terminate the Court declines Settlement Agreement pursuant to approve Article 7.1(a), or the Plaintiff together with Class Counsel elect to terminate the Settlement Agreement pursuant to Article 7.1(b), a written notice of termination shall be provided by the terminating Party(s) to the other Party(s) forthwith, and, in any event, no later than ten (10) business days after the event upon which the terminating Party relies. Upon delivery of such written notice, this Settlement Agreement or any material part hereof; (d) the Court approves this Settlement Agreement in a materially modified form; (e) the Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not substantially in the form attached to this Settlement Agreement as Schedule B; or (f) any order approving this Settlement Agreement made by the Court does not become a Final Order; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17be terminated and, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17. (3) Except except as provided for in Section 6.4Article 7.2, if and the Settlement Agreement is terminatedrelated Definitions in Article I, the Settlement Agreement it shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation Released Claims, including but not limited to any trial on the merits, except with the written consent of all Parties or in any other way for any reasonas otherwise required by a Court. (4d) Any order, ruling or determination made or rejected by any the Court with respect to: (a) to the Class Counsel Fees or Class Counsel Disbursements; (b) the opt-out process; or (c) the Distribution Protocol and Disbursements shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any constitute a basis for the termination of this Settlement Agreement.

Right of Termination. (1) In The Defendant shall, in its sole discretion, have the option to terminate this Settlement Agreement in the event that: (a) the Court declines to certify Plaintiff breaches any term of this Settlement Agreement the Proceeding for the purposes of the Settlement AgreementDefendant deems material; (b) the Court declines refuses to dismiss grant an order dismissing the Proceeding against the Settling DefendantsAction with prejudice and on a without costs basis; (c) the Court declines to approve this Settlement Agreement or any material part hereofthereof; (d) the Court approves this Settlement Agreement in a materially modified form; (e) the Court issues a settlement approval order Settlement Approval Order that is materially inconsistent with the terms of the Settlement Agreement or Agreement; (f) the Settlement Approval Order does not substantially in become Final; (g) the form attached to this Settlement Agreement as Schedule BApproval Order is reversed on appeal and the reversal becomes a Final Order; or (fh) any order approving this Settlement Agreement made by the Court does declines to approve the releases, covenants (including the covenant not become a Final Order; the Plaintiffs to xxx), dismissals, granting of consent, and the Settling Defendants shall each have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17reservation of rights contemplated in SectionSECTION 8, within thirty (30) days following an event described aboveor approves them in materially modified form. (2) In addition, if If the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs Plaintiff and Class Counsel, collectively but not separately, shall have the right option to terminate this Settlement Agreement by delivering a written notice pursuant or to Section 15.17move before the Courts to enforce the terms of this Settlement Agreement. (3) Except as provided for in Section 6.4, if If the Defendant elects to terminate the Settlement Agreement is terminatedpursuant to Section 9.1(1), or the Plaintiff together with Class Counsel elect to terminate the Settlement Agreement pursuant to Section 9.1(2), a written notice of termination shall be null and void and have no further force or effectprovided by the terminating Party to the other Party forthwith, and shall not be binding on the Partiesand, and shall not be used as evidence or otherwise in any litigation or in any other way for any reasonevent, no later than ten (10) business days after the event upon which the terminating Party relies. (4) Any order, ruling or determination made or rejected by any the Court with respect to: (a) to Class Counsel Fees or Class Counsel Disbursements; (b) the opt-out process; or (c) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Court declines to certify the Proceeding for the purposes of the Settlement Agreement; (b) the Court declines to dismiss the Proceeding against the Settling Defendants; (c) the Court declines to approve this Settlement Agreement or any material part hereof; (d) the Court part, or approves this Settlement Agreement in a materially modified form; (ed) the Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not substantially in the form attached to this Settlement Agreement as Schedule B; or (fe) any order approving this Settlement Agreement made by the Court does not become a Final Order; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.1713.17, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.1713.17, within thirty (30) days after such non-payment, or move before the Court to enforce the terms of this Settlement Agreement. (3) Except as provided for in Section 6.44.4, if the Settlement Agreement is not approved, is terminated, or otherwise fails to take effect for any reason, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (4) Any order, ruling or determination made or rejected by any the Court with respect to: (a) Class Counsel Fees or Class Counsel Disbursements; (b) the opt-out process; or (cb) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1a) In The Defendants shall have the option to terminate this Settlement Agreement in the event that: (ai) the Court declines to certify the Proceeding for the purposes Plaintiff breaches any material term of the this Settlement Agreement; (bii) the The Court declines to dismiss issue an order substantially in the Proceeding against form of the Settling DefendantsSecond Order, to approve any material part of the Settlement Agreement (excluding Class Counsel Fees), or requires a material change to the Settlement Agreement as a pre-condition to approval; or (iii) The Court issues an order substantially in the form of the Second Order, but it does not become Final or is materially altered on appeal. (b) The Plaintiff and Class Counsel, collectively but not separately, shall have the option to terminate the Settlement Agreement in the event that: (i) The Defendants breach any material terms of this Settlement Agreement; (ii) The Court declines to issue an order substantially in the form of the Second Order, or to approve of any material part of the Settlement Agreement (excluding Class Counsel Fees) or requires a material change to the Settlement Agreement as a pre-condition to approval; or (iii) The Court issues an order substantially in the form of the Second Order, but it does not become Final or is materially altered on appeal. (c) If the Court declines Defendants elect to approve terminate the Settlement Agreement pursuant to Article 7.1(a), or the Plaintiff together with Class Counsel elect to terminate the Settlement Agreement pursuant to Article 7.1(b), a written notice of termination shall be provided by the terminating Party(s) to the other Party(s) forthwith, and, in any event, no later than 10 business days after the event upon which the terminating Party relies. Upon delivery of such written notice, this Settlement Agreement or any material part hereof; (d) the Court approves this Settlement Agreement in a materially modified form; (e) the Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not substantially in the form attached to this Settlement Agreement as Schedule B; or (f) any order approving this Settlement Agreement made by the Court does not become a Final Order; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17be terminated and, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17. (3) Except except as provided for in Section 6.4Articles 7.2 and 7.3, if and the Settlement Agreement is terminatedrelated Definitions in Article I, the Settlement Agreement it shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation Released Claims, including but not limited to any trial on the merits, except with the written consent of all Parties or in any other way for any reasonas otherwise required by a Court. (4d) Any order, ruling or determination made or rejected by any the Court with respect to: (a) to the Class Counsel Counsel's Fees or Class Counsel Disbursements; (b) the opt-out process; or (c) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any constitute a basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Court declines to certify the Proceeding for the purposes of the Settlement Agreement; (b) the Court declines to dismiss the Proceeding as against the Settling DefendantsDefendant; (c) the Court declines to approve this Settlement Agreement or any material part hereof; (d) the Court approves this Settlement Agreement in a materially modified form; (e) the Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not substantially in the form attached to this Settlement Agreement as Schedule B; or (f) any the order approving this Settlement Agreement made by the Court does not become a Final Order; the Plaintiffs Plaintiff and the Settling Defendants Defendant shall each have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.1715.16, within thirty (30) days following an event described above. (2) In addition, : (a) if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs Plaintiff shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.1715.16; and (b) if the Opt-Out Threshold is met, the Settling Defendant shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.16. (3) Except as provided for in Section 6.4, if If the Settlement Agreement is terminated, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (4) Any order, ruling or determination made or rejected by any the Court with respect to: (a) Class Counsel Fees or Class Counsel Disbursements; (b) the opt-out process; or (cb) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the any Court declines to certify the Proceeding for the purposes of the Settlement Agreement; (b) the Court declines to dismiss the Proceeding against the Settling Defendants; (c) the any Court declines to approve this Settlement Agreement or any material part hereof; (d) the any Court approves this Settlement Agreement in a materially modified form; (e) the any Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not substantially in the form attached to this Settlement Agreement as Schedule B; or; (f) any order approving this Settlement Agreement made by the Court does not become a Final Order; or (g) any Court or other court whose approval or recognition is required declines to approve or enforce any of the Canadian Settlement Agreements in substantially the form in which it was executed or any material part of such settlement agreements; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement by delivering a written notice pursuant to in accordance with Section 15.1714.17, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to in accordance with Section 15.1714.17. (3) Except as provided for in Section 6.45.4, if the Settlement Agreement is terminatednot approved, is terminated in accordance with its terms or otherwise fails to take effect for any reason, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (4) Any order, ruling or determination made or rejected by any the Court with respect to: (a) Class Counsel Fees or Class Counsel Disbursements; (b) the opt-out process; or (cb) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Court declines to certify the Proceeding for the purposes of the Settlement Agreement; (b) the Court declines to dismiss the Proceeding against the Settling Defendants; (c) the Court declines to approve this Settlement Agreement or any material part hereof; (d) the Court approves this Settlement Agreement in a materially modified form; (e) the Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not substantially in the form attached to this Settlement Agreement as Schedule B; or (f) any order approving this Settlement Agreement made by the Court does not become a Final Order; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.1714.17, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.1714.17. (3) Except as provided for in Section 6.45.4, if the Settlement Agreement is terminated, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (4) Any order, ruling or determination made or rejected by any the Court with respect to: (a) Class Counsel Fees or Class Counsel Disbursements; (b) the opt-out process; or (cb) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In The Defendant shall, in its sole discretion, have the option to terminate this Settlement Agreement in the event that: (a) the Court declines refuses to certify grant an order dismissing the Proceeding for the purposes of the Settlement AgreementAction with prejudice and on a without costs basis; (b) the Court declines to dismiss the Proceeding against the Settling Defendants; (c) the Court declines to approve this Settlement Agreement or any material part hereofthereof; (dc) the Court approves this Settlement Agreement in a materially modified form; (ed) the Court issues a settlement approval order Settlement Approval Order that is materially inconsistent with the terms of the Settlement Agreement or Agreement; (e) the Settlement Approval Order does not substantially in become Final; (f) the form attached to this Settlement Agreement as Schedule BApproval Order is reversed on appeal and the reversal becomes a Final Order; or (fg) any order approving this Settlement Agreement made by the Court does declines to approve the releases, covenants (including the covenant not become a Final Order; the Plaintiffs to sue), dismissals, granting of consent, and the Settling Defendants shall each have the right to terminate this Settlement Agreement by delivering a written notice pursuant to reservation of rights contemplated in Section 15.178, within thirty (30) days following an event described aboveor approves them in materially modified form. (2) In addition, if If the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs Plaintiff and Class Counsel, collectively but not separately, shall have the right option to terminate this Settlement Agreement by delivering a written notice pursuant or to Section 15.17move before the Court to enforce the terms of this Settlement Agreement. (3) Except as provided for in Section 6.4, if If the Defendant elects to terminate the Settlement Agreement is terminatedpursuant to Section 9.1(1), or the Plaintiff together with Class Counsel elect to terminate the Settlement Agreement pursuant to Section 9.1(2), a written notice of termination shall be null and void and have no further force or effectprovided by the terminating Party to the other Party forthwith, and shall not be binding on the Partiesand, and shall not be used as evidence or otherwise in any litigation or in any other way for any reasonevent, no later than ten (10) business days after the event upon which the terminating Party relies. (4) Any order, ruling or determination made or rejected by any the Court with respect to: (a) to Class Counsel Fees or Class Counsel Disbursements; (b) the opt-out process; or (c) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1a) In The Defendants shall have the option to terminate this Settlement Agreement in the event that: (ai) the Court declines to certify the Proceeding for the purposes The Plaintiff breaches any material terms of the this Settlement Agreement; (bii) the A Court declines to dismiss the Proceeding against the Settling Defendants; (c) the Court declines to approve this Settlement Agreement or any material part hereof; (d) the Court approves this Settlement Agreement in issue either a materially modified form; (e) the Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not First Order and/or Second Order substantially in the form attached as Schedule A and Schedule E or requires a material change to the Settlement Agreement as a pre-condition to approval; (iii) 10% or more of the estimated Class opts out of the Settlement Agreement. (b) The Plaintiff and Class Counsel, collectively but not separately, shall have the option to terminate the Settlement Agreement in the event that: (i) The Defendants breach any material terms of this Settlement Agreement; and (ii) A Court declines to issue a First Order and/or Second Order substantially in the form attached as Schedule A and Schedule E, or requires a material change to the Settlement Agreement as a pre-condition to approval. (c) If the Defendants elect to terminate the Settlement Agreement pursuant to Article 6.1(a), or the Plaintiff together with Class Counsel elect to terminate the Settlement Agreement pursuant to Article 6.1(b), a written notice of termination shall be provided by the terminating Party(s) to the other Party(s) forthwith, and, in any event, no later than 10 business days after the event upon which the terminating Party relies. Upon delivery of such written notice, this Settlement Agreement as Schedule B; or (f) any order approving this Settlement Agreement made by the Court does not become a Final Order; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17be terminated and, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17. (3) Except except as provided for in Section 6.46.2 and 6.3, if and the Settlement Agreement is terminatedrelated Definitions in Article I, the Settlement Agreement it shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation Released Claims, including but not limited to any motion for certification or in any other way for any reasonauthorization of the class or trial on the merits, except with the written consent of all Parties or as otherwise required by a Court. (4d) Any order, ruling or determination made or rejected by any a Court with respect to: (a) to the Class Counsel Counsel's Fees or Class Counsel Disbursements; (b) the opt-out process; or (c) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any constitute a basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event thatthat the Court: (a) the Court declines to certify the Proceeding for the purposes of the Settlement Agreement; (b) the Court declines to dismiss the Proceeding as against the Settling Defendants;Defendants as provided in Section 6.3(1); or (cb) the Court declines to approve this Settlement Agreement issues an order or any material part hereof; (d) the Court approves this Settlement Agreement in a materially modified form; (e) the Court issues a settlement approval order that orders which is materially inconsistent with the terms of the Settlement Agreement or are not substantially in the form attached to this Settlement Agreement as Schedule B, and such orders become Final Orders; or (f) or in the event any order approving this Settlement Agreement made by the Court does not become a Final Order; , the Plaintiffs Plaintiff and the Settling Defendants shall each have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.1713.15, within thirty ten (3010) days following an event described above. (2) In addition, if the Settlement Amount is Credits are not paid provided to Credit Eligible Class Members in accordance with Section Sections 3.1(1)) and 7.1, the Plaintiffs Plaintiff shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.1713.15 or move before the Courts to enforce the terms of this Settlement Agreement. (3) If more than 100 Settlement Class Members validly exercise their right to opt out in accordance with Section 4, the Settling Defendants shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 13.15, within five (5) days of being provided with the opt out report described in Section 4.1(6). (4) Except as provided for in Section 6.45.4, if the Settlement Agreement is not approved, is terminated, or otherwise fails to take effect for any reason, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (45) Any order, ruling or determination made or rejected by any the Court with respect to: (a) to Class Counsel Fees or Class Counsel Disbursements; (b) the opt-out process; or (c) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. ‌ (1) In The Plaintiffs may terminate the Settlement Agreement in its entirety or any Settling Defendant may terminate the Settlement Agreement as it relates to it in the event that: (a) the any Court declines to certify or authorize the Proceeding Proceedings for the purposes of the Settlement Agreementsettlement; (b) the Court declines to dismiss the Proceeding against the Settling Defendants; (c) the any Court declines to approve this Settlement Agreement or any material part hereof; (dc) the any Court approves this Settlement Agreement in a materially modified form; (ed) the any Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not substantially in the form attached to this Settlement Agreement as Schedule B; or (fe) any order orders approving this Settlement Agreement made by the Ontario Court, the BC Court does or the Quebec Court do not become a Final Order; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17, within thirty (30) days following an event described aboveOrders. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement as against any Settling Defendant which fails to pay its Settlement Amount Share in full within forty-five (45) days of the execution of this Settlement Agreement by delivering a written notice pursuant to Section 15.17the Parties. (3) Except The exercise of a right of termination by or against a Settling Defendant shall only terminate the Settlement Agreement as provided for between the Plaintiffs and that Settling Defendant and shall have no force or effect as against the other Settling Defendants and shall not terminate this Settlement Agreement or otherwise impact the rights and obligations of the Plaintiffs and the other Settling Defendants in Section 6.4, if relation to whom the Settlement Agreement is not terminated, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (4) Any order, ruling or determination made (or rejected rejected) by any Court with respect to: (a) to Class Counsel Fees or Class Counsel Disbursements; (b) the opt-out process; or (c) Counsel's fees and disbursements, the Distribution Protocol Protocol, or the provisions of the bar order set out in Section 8.1(1)(b), shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement AgreementAgreement in whole or in part. (5) To exercise a right of termination, a terminating party shall deliver a written notice of termination pursuant to Section 14.18 within thirty (30) days of the ground for termination becoming known to the terminating party.