Common use of Right to Withdraw Clause in Contracts

Right to Withdraw. The Parties represent and acknowledge that the following were necessary to the Parties’ agreement to this Settlement, are each an essential term of the Settlement and this Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) Court approval of the Settlement and the terms of this Agreement without modifications or limitations; (b) entry by the Court of the Bar Order in the SEC Action in exactly the form attached hereto as Exhibit C, without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks in the form may be filled in as appropriate by the Court; (c) entry by the Court of the Judgments and Bar Orders in the Janvey Litigation and the Casanova Litigation in exactly the forms attached hereto as Exhibit D, without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks in the forms may be filled in as appropriate by the Court; and (d) all such approvals and orders becoming Final, pursuant to Paragraphs 9 and 21 of this Agreement. If the Court does not provide the approvals described in (a), or if the final result of any appeal from the approvals described in (a) is that any of the approvals are not affirmed, in their entirety and without modification or limitation, then any Party has the right to withdraw within thirty (30) days its agreement to the Settlement and to this Agreement. If the Court refuses to enter the bar orders described in (b) and (c), or if the final result of any appeal from such bar orders is that any of the bar orders are not affirmed, in their entirety and without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), then any Party has the right within thirty (30) days to withdraw their agreement to the Settlement and to this Agreement. Should the Parties not elect to exercise this right of withdrawal from the Settlement and this Agreement within such 30-day period, then the condition, whose failure to occur caused the withdrawal right to accrue, will be deemed to have occurred the first day following the expiration of such 30-day period. In the event that any Party withdraws its agreement to the Settlement or this Agreement as allowed in this paragraph, this Agreement will be null and void and of no further force or effect whatsoever (other than the terms of this paragraph and paragraphs 44 and 45, which shall survive), shall not be admissible in any ongoing or future proceedings for any purpose whatsoever, and shall not be the subject or basis for any claims by any Party against any other Party. To exercise its right under this paragraph to withdraw its agreement to the Settlement and to this Agreement, a Party must provide written notice of such withdrawal pursuant to Paragraph 53 herein. If any Party withdraws from this Agreement pursuant to the terms of this paragraph, then each Party shall be returned to such Party’s respective position immediately prior to such Party’s execution of the Agreement, subject only to the terms of this paragraph and paragraphs 44 and 45, including that the Parties shall maintain the confidentiality of their mediation and related communications.

Right to Withdraw. The Parties represent and acknowledge that each of the following were terms was necessary to the Parties’ agreement to this Settlement, are each is an essential term of the Settlement and this Settlement Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) MDL Court approval of the Settlement and the terms of this Settlement Agreement without modifications material modification or limitationslimitation; (b) entry by the MDL Court of the Bar Order in the SEC Action in exactly substantially the form attached hereto as Exhibit C, without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks in the form may be filled in as appropriate by the CourtB; (c) entry by the Court of the Judgments and Bar Orders in the Janvey Litigation and the Casanova Litigation in exactly the forms attached hereto as Exhibit D, without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks in the forms may be filled in as appropriate by the Court; and (d) all such approvals and orders becoming Final, pursuant to Paragraphs 9 8 and 21 20 of this Settlement Agreement; and (d) the subsequent Final dismissal with prejudice of all claims against HSBC in the Rotstain Litigation and the Xxxxx Litigation. If the MDL Court does not refuses to provide the approvals described in (a), or ; if the MDL Court refuses to enter the Bar Order described in (b) without material modification; if the final result of any appeal from the approvals and order described in (a) or (b) is that any of the approvals or order are not affirmed, affirmed in their entirety and without material modification or limitation; or if the claims against HSBC in the Rotstain Litigation or the Xxxxx Litigation are not fully and finally dismissed with prejudice, then any Party of the Receiver, the Committee and HSBC has the right to withdraw within thirty (30) days its agreement to the Settlement and to this Agreement. If the Court refuses to enter the bar orders described in (b) and (c), or if the final result of any appeal from such bar orders is that any of the bar orders are not affirmed, in their entirety and without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), then any Party has the right within thirty (30) days to withdraw their agreement to the Settlement and to this Agreement. Should the Parties not elect to exercise this right of withdrawal from the Settlement and this Agreement within such 30-day period, then the condition, whose failure to occur caused the withdrawal right to accrue, will be deemed to have occurred the first day following the expiration of such 30-day period. In the event that any Party withdraws its agreement to the Settlement or this Agreement as allowed in this paragraph, this Agreement will be null and void and of no further force or effect whatsoever (other than the terms of this paragraph and paragraphs 44 and 45, which shall survive), shall not be admissible in any ongoing or future proceedings for any purpose whatsoever, and shall not be the subject or basis for any claims by any Party against any other Party. To exercise its right under this paragraph to withdraw its agreement to the Settlement and to this Agreement, a Party must provide Settlement Agreement by providing to all other Parties written notice of such withdrawal pursuant to Paragraph 53 herein. If any Party withdraws from this Agreement pursuant within fourteen (14) days of the order or judicial determination giving rise to the terms of this paragraph, then each Party shall be returned right to such Party’s respective position immediately prior to such Party’s execution withdraw. The effective date of the Agreementwithdrawal will be twenty-one (21) days after the notice of same, subject only to the terms of this paragraph and paragraphs 44 and 45, including that during which time the Parties shall maintain the confidentiality of their mediation and related communicationsagree to work together in good faith to attempt to negotiate an alternative settlement.

Right to Withdraw. The Parties represent and acknowledge that the following were necessary to the Parties’ agreement to this Settlement, are each an essential term of the Settlement and this Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) Court approval of the Settlement and the terms of this Agreement without modifications amendment or limitationsrevision; (b) entry by the Court of the Bar Order in the SEC Action in exactly the form attached hereto as Exhibit C, without modifications with no revisions, additions, deletions, or limitations amendment (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks in the form may be filled in as appropriate by the Court); (c) entry by the Court of the Judgments Judgment and Bar Orders Order in the Janvey Litigation and the Casanova Committee Litigation in exactly the forms form attached hereto as Exhibit D, without modifications with no revisions, additions, deletions, or limitations amendment (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks in the forms form may be filled in as appropriate by the Court); and (d) all such approvals and orders becoming Final, pursuant to Paragraphs 9 and 21 10 of this Agreement. If the Court does not provide the approvals described in (a), ; if the Court refuses to enter the bar orders described in (b) or (c); or if the final result of any appeal from the approvals and orders described in (a), (b), or (c) is that any of the approvals or orders are not affirmed, in their entirety and without modification or limitation, then any Party has the right to withdraw within thirty (30) days its agreement to the Settlement and to this Agreement. If the Court refuses to enter the bar orders described in (b) and (c), or if the final result of any appeal from such bar orders is that any of the bar orders are not affirmed, in their entirety and without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), then any Party has the right within thirty (30) days to withdraw their agreement to the Settlement and to this Agreement. Should the Parties not elect to exercise this right of withdrawal from the Settlement and this Agreement within such 30-day period, then the condition, whose failure to occur caused the withdrawal right to accrue, will be deemed to have occurred the first day following the expiration of such 30-day period. In the event that any Party withdraws its agreement to the Settlement or this Agreement as allowed in this paragraph, this Agreement will be null and void and of no further force or effect whatsoever (other than the terms of this paragraph and paragraphs 44 and 45, which shall survive)whatsoever, shall not be admissible in any ongoing or future proceedings for any purpose whatsoever, and shall not be the subject or basis for any claims by any Party against any other Party. To exercise its right under this paragraph to withdraw its agreement to the Settlement and to this Agreement, a Party must provide written notice of such withdrawal pursuant to Paragraph 53 herein. If any Party withdraws from this Agreement pursuant to the terms of this paragraph, then each Party shall be returned to such Party’s respective position immediately prior to such Party’s execution of the Agreement, subject only to the terms of this paragraph and paragraphs 44 and 45, including that the Parties shall maintain the confidentiality of their mediation and related communications.

Right to Withdraw. The Parties represent and acknowledge that each of the following were terms was necessary to the Parties’ agreement to this Settlement, are each an essential term of the Settlement and this Settlement Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) MDL Court approval of the Settlement and the terms of this Settlement Agreement without modifications material modification or limitationslimitation; (b) entry by the MDL Court of the Bar Order in the SEC Action in exactly substantially the form attached hereto as Exhibit C, without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks in the form may be filled in as appropriate by the CourtB; (c) entry by the Court of the Judgments and Bar Orders in the Janvey Litigation and the Casanova Litigation in exactly the forms attached hereto as Exhibit D, without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks in the forms may be filled in as appropriate by the Court; and (d) all such approvals and orders becoming Final, pursuant to Paragraphs 9 8, 20, 25, and 21 26 of this Settlement Agreement; and (d) the subsequent Final dismissal with prejudice of all claims against Independent in the Rotstain Litigation and the Xxxxx Litigation. If the MDL Court does not refuses to provide the approvals described in (a), or ; if the MDL Court refuses to enter the Bar Order described in (b) without material modification; if the final result of any appeal from the approvals and order described in (a) or (b) is that any of the approvals or order are not affirmed, affirmed in their entirety and without material modification or limitation; or if the claims against Independent in the Rotstain Litigation or the Xxxxx Litigation are not fully and finally dismissed with prejudice, then any Party of the Receiver, the Committee and Independent has the right to withdraw within thirty (30) days its agreement to the Settlement and to this Agreement. If the Court refuses to enter the bar orders described in (b) and (c), or if the final result of any appeal from such bar orders is that any of the bar orders are not affirmed, in their entirety and without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), then any Party has the right within thirty (30) days to withdraw their agreement to the Settlement and to this Agreement. Should the Parties not elect to exercise this right of withdrawal from the Settlement and this Agreement within such 30-day period, then the condition, whose failure to occur caused the withdrawal right to accrue, will be deemed to have occurred the first day following the expiration of such 30-day period. In the event that any Party withdraws its agreement to the Settlement or this Agreement as allowed in this paragraph, this Agreement will be null and void and of no further force or effect whatsoever (other than the terms of this paragraph and paragraphs 44 and 45, which shall survive), shall not be admissible in any ongoing or future proceedings for any purpose whatsoever, and shall not be the subject or basis for any claims by any Party against any other Party. To exercise its right under this paragraph to withdraw its agreement to the Settlement and to this Agreement, a Party must provide Settlement Agreement by providing to all other Parties written notice of such withdrawal pursuant to Paragraph 53 herein. If any Party withdraws from this Agreement pursuant within fourteen (14) days of the order or judicial determination giving rise to the terms of this paragraph, then each Party shall be returned right to such Party’s respective position immediately prior to such Party’s execution withdraw. The effective date of the Agreementwithdrawal will be twenty-one (21) days after the notice of same, subject only to the terms of this paragraph and paragraphs 44 and 45, including that during which time the Parties shall maintain the confidentiality of their mediation and related communicationsagree to work together in good faith to attempt to negotiate an alternative settlement.

Right to Withdraw. The Parties represent and acknowledge that the following were necessary to the Parties’ Committee’s, the Receiver’s, and Trustmark’s agreement to enter into this Settlement, are each an essential term of the Settlement and this Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) Court court approval in both the SEC Action and the Xxxxxxx Litigation of the Settlement and the terms of this Agreement without modifications amendment or limitationsrevision; (b) entry by the Court court in the SEC Action of the Bar Order in the SEC Action in exactly substantially the form attached hereto as Exhibit C, without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks in the form may be filled in as appropriate by the CourtB; (c) entry by the Court in the Xxxxxxx Litigation of the Judgments Judgment and Bar Orders Order in substantially the Janvey Litigation and the Casanova Litigation in exactly the forms form attached hereto as Exhibit D, without modifications or limitations C; (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks d) entry in the forms may be filled Rotstain Litigation and the Xxxxx Litigation of orders dismissing Trustmark and all claims against it with prejudice and a final judgment as to Trustmark in as appropriate by the Courtboth cases; and (de) all such approvals approvals, dismissals, and orders becoming Final, Final pursuant to Paragraphs 9 7, 19, 25, and 21 26 of this Agreement. If the Court does not court in either the SEC Action or the Xxxxxxx Litigation refuses to provide the approvals described in Paragraph 36(a) or refuses to enter the bar orders described in Paragraphs 36(b) or (ac) without material modification or limitation; or if the court in either the Rotstain Litigation or the Xxxxx Litigation refuses to enter an order dismissing with prejudice all claims in those cases against Trustmark or refuses to enter a final judgment as to Trustmark and all claims against it as described in Paragraph 36(d), ; or if the final result of any appeal from the approvals approvals, dismissals, orders, and final judgments described in Paragraphs 36(a), (ab), (c), or (d) is that any of the approvals approvals, dismissals, orders, or final judgments are not affirmed, affirmed in their entirety and without material modification or limitation, then any Party has the Receiver, the Committee, and Trustmark each have the right to withdraw within thirty (30) days its agreement to the Settlement and to this Agreement. If the Court refuses to enter the bar orders described in (b) and (c), or if the final result of any appeal from such bar orders is that any of the bar orders are not affirmed, in their entirety and without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), then any Party has the right within thirty (30) days to withdraw their agreement to the Settlement and to this Agreement. Should the Agreement by providing to all other Parties not elect to exercise this right of withdrawal from the Settlement and this Agreement within such 30-day period, then the condition, whose failure to occur caused the withdrawal right to accrue, will be deemed to have occurred the first day following the expiration of such 30-day period. In the event that any Party withdraws its agreement to the Settlement or this Agreement as allowed in this paragraph, this Agreement will be null and void and of no further force or effect whatsoever (other than the terms of this paragraph and paragraphs 44 and 45, which shall survive), shall not be admissible in any ongoing or future proceedings for any purpose whatsoever, and shall not be the subject or basis for any claims by any Party against any other Party. To exercise its right under this paragraph to withdraw its agreement to the Settlement and to this Agreement, a Party must provide written notice of such withdrawal pursuant to Paragraph 53 herein. If any Party withdraws from this Agreement pursuant within fourteen (14) days of the order or judicial determination giving rise to the terms right to withdraw. The effective date of the withdrawal will be twenty-one (21) days after the notice of same, during which time the Parties agree to work together in good faith to attempt to negotiate an alternative settlement that either does not require court approval or that addresses the circumstances that led to the denial of the approval of this paragraph, then each Party shall be returned to such Party’s respective position immediately prior to such Party’s execution Settlement Agreement or the request for entry of the Agreement, subject only to the terms of this paragraph required approvals and paragraphs 44 and 45, including that the Parties shall maintain the confidentiality of their mediation and related communicationsbar orders.

Right to Withdraw. The Parties represent and acknowledge that each of the following were terms was necessary to the Parties’ agreement to this Settlement, are each is an essential term of the Settlement and this Settlement Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) MDL Court approval of the Settlement and the terms of this Settlement Agreement without modifications material modification or limitationslimitation; (b) entry by the MDL Court of the Bar Order in the SEC Action in exactly substantially the form attached hereto as Exhibit C, without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks in the form may be filled in as appropriate by the CourtB; (c) entry by the Court of the Judgments and Bar Orders in the Janvey Litigation and the Casanova Litigation in exactly the forms attached hereto as Exhibit D, without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks in the forms may be filled in as appropriate by the Court; and (d) all such approvals and orders becoming Final, pursuant to Paragraphs 9 8 and 21 20 of this Settlement Agreement; and (d) the subsequent Final dismissal with prejudice of all claims against TD Bank in the Rotstain Litigation and the Xxxxx Litigation. If the MDL Court does not refuses to provide the approvals described in (a), or ; if the MDL Court refuses to enter the Bar Order described in (b) without material modification; if the final result of any appeal from the approvals and order described in (a) or (b) is that any of the approvals or order are not affirmed, affirmed in their entirety and without material modification or limitation; or if the claims against TD Bank in the Rotstain Litigation or the Xxxxx Litigation are not fully and finally dismissed with prejudice, then any Party of the Receiver, the Committee and TD Bank has the right to withdraw within thirty (30) days its agreement to the Settlement and to this Agreement. If the Court refuses to enter the bar orders described in (b) and (c), or if the final result of any appeal from such bar orders is that any of the bar orders are not affirmed, in their entirety and without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), then any Party has the right within thirty (30) days to withdraw their agreement to the Settlement and to this Agreement. Should the Parties not elect to exercise this right of withdrawal from the Settlement and this Agreement within such 30-day period, then the condition, whose failure to occur caused the withdrawal right to accrue, will be deemed to have occurred the first day following the expiration of such 30-day period. In the event that any Party withdraws its agreement to the Settlement or this Agreement as allowed in this paragraph, this Agreement will be null and void and of no further force or effect whatsoever (other than the terms of this paragraph and paragraphs 44 and 45, which shall survive), shall not be admissible in any ongoing or future proceedings for any purpose whatsoever, and shall not be the subject or basis for any claims by any Party against any other Party. To exercise its right under this paragraph to withdraw its agreement to the Settlement and to this Agreement, a Party must provide Settlement Agreement by providing to all other Parties written notice of such withdrawal pursuant to Paragraph 53 herein. If any Party withdraws from this Agreement pursuant within fourteen (14) days of the order or judicial determination giving rise to the terms of this paragraph, then each Party shall be returned right to such Party’s respective position immediately prior to such Party’s execution withdraw. The effective date of the Agreementwithdrawal will be twenty-one (21) days after the notice of same, subject only to the terms of this paragraph and paragraphs 44 and 45, including that during which time the Parties shall maintain the confidentiality of their mediation and related communicationsagree to work together in good faith to attempt to negotiate an alternative settlement.

Right to Withdraw. The Parties represent and acknowledge that the following were necessary to the Parties’ agreement to this Settlement, are each an essential term of the Settlement and this Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) Court approval of the Settlement and the terms of this Agreement without modifications amendment or limitationsrevision; (b) entry by the Court of the Bar Order in the SEC Action in exactly substantially the form attached hereto as Exhibit C, without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks in the form may be filled in as appropriate by the CourtB; (c) entry by the Court of the Judgments Judgment and Bar Orders Order in the Janvey Litigation and the Casanova Litigation in exactly substantially the forms form attached hereto as Exhibit D, without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks in the forms may be filled in as appropriate by the CourtC; and (d) all such approvals and orders becoming Final, pursuant to Paragraphs 9 8 and 21 20 of this Agreement. If the Court does not refuses to provide the approvals described in (a), or ; if the final result of any appeal from the approvals described in (a) is that any of the approvals are not affirmed, in their entirety and without modification or limitation, then any Party has the right to withdraw within thirty (30) days its agreement to the Settlement and to this Agreement. If the Court refuses to enter the bar orders described in (b) and or (c), ) without material modification; or if the final result of any appeal from such bar the approvals and orders described in (a), (b), or (c) is that any of the bar approvals or orders are not affirmed, in their entirety and without modifications material modification or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion)limitation, then any Party has the right within thirty (30) days to withdraw their agreement to the Settlement and to this Agreement. Should the Parties not elect to exercise this right of withdrawal from the Settlement and this Agreement within such 30-day period, then the condition, whose failure to occur caused the withdrawal right to accrue, will be deemed to have occurred the first day following the expiration of such 30-day period. In the event that any Party withdraws its agreement to the Settlement or this Agreement as allowed in this paragraph, this Agreement will be null and void and of no further force or effect whatsoever (other than the terms of this paragraph and paragraphs 44 and 45, which shall survive), shall not be admissible in any ongoing or future proceedings for any purpose whatsoever, and shall not be the subject or basis for any claims by any Party against any other Party. To exercise its right under this paragraph to withdraw its agreement to the Settlement and to this Agreement, a Party must provide Agreement by providing to all other Parties written notice of such withdrawal, within fourteen (14) days of the order or judicial determination giving rise to the right to withdraw. The effective date of the withdrawal pursuant will be twenty-one (21) days after the notice of same, during which time the Parties agree to Paragraph 53 hereinwork together in good faith to attempt to negotiate an alternative settlement that either does not require court approval or that addresses the circumstances that led to the denial of the approval of this Settlement Agreement or the request for entry of the bar orders. If any For purposes of this Section VI, the Party withdraws from making the election to withdraw has the sole and absolute discretion to determine whether a modification or limitation to the approvals or bar orders described in (a), (b) or (c) is material. Notwithstanding anything in this Agreement pursuant to the terms contrary, however, the following shall not give Xxxxxxxxx a right to withdraw: a determination by either 1) the Court after an objection by a non-Party filed in response to the motion or application to approve the settlement, or 2) the United States Court of this paragraph, then each Party shall be returned Appeals for the Fifth Circuit or the United States Supreme Court that the Court lacks authority to such Party’s respective position immediately prior to such Party’s execution cause the release of the Agreementclaims of, subject only or to enforce the terms bar orders contained in the Judgment and Bar Order against, a person or entity other than a Party in the Litigation. Further, the Parties agree that for the purposes of both this paragraph and paragraphs 44 Paragraph 20, the Bar Order and 45, including Judgment and Bar Order ultimately entered by the Court or as modified as a result of any appeal will be considered to be substantially in the form of Exhibits B and C notwithstanding any determination by the Court or the Fifth Circuit or the United States Supreme Court that the Bar Order and Judgment and Bar Order shall not release, or bar the claims of, a person or group of persons who are not Parties shall maintain to the confidentiality of their mediation and related communicationsLitigation.

Right to Withdraw. The Parties represent and acknowledge that each of the following were terms was necessary to the Parties’ agreement to this Settlement, are each is an essential term of the Settlement and this Settlement Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) MDL Court approval of the Settlement and the terms of this Settlement Agreement without modifications material modification or limitationslimitation; (b) entry by the MDL Court of the Bar Order in the SEC Action in exactly substantially the form attached hereto as Exhibit C, without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks in the form may be filled in as appropriate by the CourtB; (c) entry by the Court of the Judgments and Bar Orders in the Janvey Litigation and the Casanova Litigation in exactly the forms attached hereto as Exhibit D, without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks in the forms may be filled in as appropriate by the Court; and (d) all such approvals and orders becoming Final, pursuant to Paragraphs 9 8 and 21 20 of this Settlement Agreement; and (d) the subsequent Final dismissal with prejudice of all claims against the SG Defendants in the Rotstain Litigation and the Xxxxx Litigation. If the MDL Court does not refuses to provide the approvals described in (a), ; if the MDL Court refuses to enter the Bar Order described in (b) without material modification; or if the final result of any appeal from the approvals and order described in (a) or (b) is that any of the approvals or order are not affirmed, affirmed in their entirety and without material modification or limitation; or if the claims against the SG Defendants in the Rotstain Litigation or the Xxxxx Litigation are not fully and finally dismissed with prejudice, then any Party of the Receiver, the Committee and the SG Defendants has the right to withdraw within thirty (30) days its agreement to the Settlement and to this Agreement. If the Court refuses to enter the bar orders described in (b) and (c), or if the final result of any appeal from such bar orders is that any of the bar orders are not affirmed, in their entirety and without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), then any Party has the right within thirty (30) days to withdraw their agreement to the Settlement and to this Agreement. Should the Parties not elect to exercise this right of withdrawal from the Settlement and this Agreement within such 30-day period, then the condition, whose failure to occur caused the withdrawal right to accrue, will be deemed to have occurred the first day following the expiration of such 30-day period. In the event that any Party withdraws its agreement to the Settlement or this Agreement as allowed in this paragraph, this Agreement will be null and void and of no further force or effect whatsoever (other than the terms of this paragraph and paragraphs 44 and 45, which shall survive), shall not be admissible in any ongoing or future proceedings for any purpose whatsoever, and shall not be the subject or basis for any claims by any Party against any other Party. To exercise its right under this paragraph to withdraw its agreement to the Settlement and to this Agreement, a Party must provide Settlement Agreement by providing to all other Parties written notice of such withdrawal pursuant to Paragraph 53 herein. If any Party withdraws from this Agreement pursuant within fourteen (14) days of the order or judicial determination giving rise to the terms right to withdraw. The effective date of the withdrawal will be twenty-one (21) days after the notice of same, during which time the Parties agree to work together in good faith to attempt to negotiate an alternative settlement. For purposes of this paragraphSection VI, then each the Party shall be returned making the election to such Party’s respective position immediately prior withdraw has the sole and absolute discretion to such Party’s execution of the Agreement, subject only determine whether a modification or limitation to the terms approvals or Bar Order described in (a) or (b) is material. Further, the Parties agree that for the purposes of both this paragraph and paragraphs 44 and 45Paragraph 20, including the Bar Order ultimately entered by the MDL Court or as modified as a result of any appeal will be considered to be substantially in the form of Exhibit B notwithstanding any determination by the MDL Court, the Fifth Circuit, the United States Supreme Court, or any other court that the Bar Order shall not release, or bar the claims of, a person or group of persons who are not Parties shall maintain to the confidentiality of their mediation and related communicationsRotstain Litigation or the Xxxxx Litigation.

Right to Withdraw. The Parties represent and acknowledge that the following were necessary to the Parties’ ' agreement to this Settlement, are each an essential term of the Settlement and this Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) the entry by the TIP Court in the TIP Proceeding of the TIP Order in substantially the form required by Section I. ¶ 26; (b) the approval by the Receivership Court of the Settlement and the terms of this Agreement without modifications or limitations; (b) and the entry by the Receivership Court of the Bar Order and Judgment in the SEC Action in exactly the form Receivership Case without material amendment or revision from that attached hereto as Exhibit C, without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks in the form may be filled in as appropriate by the Court; “E;” (c) entry by that the Court TIP Order become Final prior to the conclusion of the Judgments Final Approval Hearing pursuant to the provisions of Section I. ¶ 11 and Bar Orders in the Janvey Litigation and the Casanova Litigation in exactly the forms attached hereto as Exhibit D, without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks in the forms may be filled in as appropriate by the CourtSection IV. ¶ 37; and (d) all such approvals the Bar Order and orders becoming Judgment become Final, pursuant to Paragraphs 9 the provisions of Section I. ¶ 11 and 21 Section IV. ¶ 38 of this Agreement. If the TIP Court does not provide refuses to enter the approvals TIP Order described in (a), ) and/or the Receivership Court refuses to enter the Bar Order and Judgment described in (b) without material modification or limitation; or if the TIP Order described in (a) does not become Final prior to the conclusion of the Final Approval Hearing; or if the final result of any appeal from the approvals orders described in (a) and (b) is that any either of the approvals are orders is not affirmed, in their its entirety and without material modification or limitation, then any CRI Party has the right to withdraw within thirty (30) days its agreement to the Settlement and to this Agreement. If the Court refuses to enter the bar orders described in (b) and (c), or if the final result of any appeal from such bar orders is that any of the bar orders are not affirmed, in their entirety and without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), then any Party has the right within thirty (30) days to withdraw their agreement to the Settlement and to this Agreement. Should the Parties not elect to exercise this right of withdrawal from the Settlement and this Agreement within such 30-day period, then the condition, whose failure to occur caused the withdrawal right to accrue, will be deemed to have occurred the first day following the expiration of such 30-day period. In the event that any Party withdraws its agreement to the Settlement or this Agreement as allowed in this paragraph, this Agreement will be null and void and of no further force or effect whatsoever (other than the terms of this paragraph and paragraphs 44 and 45, which shall survive), shall not be admissible in any ongoing or future proceedings for any purpose whatsoever, and shall not be the subject or basis for any claims by any Party against any other Party. To exercise its right under this paragraph to withdraw its agreement to the Settlement and to this Agreement, a Party must provide Agreement by providing to all other Parties written notice of such withdrawal pursuant withdrawal, within fourteen (14) days of the order, judicial determination or failure of finality giving rise to Paragraph 53 hereinsuch right to withdraw. If For purposes of this Section V., the Party making the election to withdraw has the sole and absolute discretion to determine whether a modification or limitation to the Orders described in (a) or (b) is material. ln addition, any Party withdraws of the CRI Parties, in their sole and absolute discretion, may, but are not required to, withdraw from this Agreement pursuant if the Bar Order and Judgment do not, require the dismissal of any suit or claim, whether by complaint, counterclaim, third-party claim or otherwise, involving any Settled Claim that is filed against any of the CRI Released Parties between the Execution Date and the Settlement Effective Date. Such withdrawal must be by written notice to all Parties within fourteen (14) days of the occurrence or failure of occurrence of the event giving rise to the terms of right to withdraw. The Parties do not have the right to withdraw from, or otherwise terminate, this paragraphAgreement for any reason other than the reasons identified in this Section V. ¶ 56 or as provided for in Section IX. ¶ 84 below entitled “Severability.” If any CRI Party elects to exercise its right to withdraw from this Settlement Agreement after the Bar Order and Judgment is entered in the SEC Receivership Case but before the Bar Order and Judgment becomes Final, then each Party shall be returned the other Parties agree not to such oppose any motion to vacate the Bar Order and Judgment filed by the withdrawing Party’s respective position immediately prior to such Party’s execution of the Agreement, subject only to the terms of this paragraph and paragraphs 44 and 45, including that the Parties shall maintain the confidentiality of their mediation and related communications.

Right to Withdraw. The 4.8.1 Unless the Parties represent and acknowledge that agree otherwise in writing, in the following were necessary event that: (i) the Closing has not occurred within ninety (90) calendar days after the Signing Date, or (ii) (a) as of any date, the Closing Condition set forth in Section 4.2.2 is not capable of being satisfied solely due to receipt by the Parties’ agreement Purchaser of one or more Final Refusals with respect to this Settlement, are each an essential term one or more of the Settlement and this AgreementECA Facilities, MSN 313 Facilities and/or JOL Facilities, and that (b) twenty-eight (28) Business Days following such receipt of Final Refusals which make the Settlement would Closing Condition set forth in Section 4.2.2 not capable of being satisfied, the Purchaser shall not have granted such waivers and/or Final Refusals shall not have been reached withdrawn so that the Closing Condition set forth in Section 4.2.2 is capable, then or in the absence future, of these terms: (a) Court approval being satisfied, either the Sellers, on the one hand, or the Purchaser, on the other hand, may withdraw from this Agreement by written notice to the other Parties, unless the non-fulfillment of the Settlement Closing Conditions not being fulfilled, or the non-performance of the Closing Events not being performed, as the case may be, is within the control of the Party stating the withdrawal, and provided, that this Section 4.8 shall not apply (and any withdrawal notice shall be deemed void) following the terms occurrence of the Closing. 4.8.2 The effect of a withdrawal shall be limited to eliminating the obligations of the Parties to consummate this Agreement without modifications or limitations; (b) entry by and shall not prejudice any claims the Court withdrawing Party may have on the basis of any circumstances relating to the failure of the Bar Order respective other Party to achieve fulfillment of any covenant or agreement contained in the SEC Action in exactly the form attached hereto as Exhibit C, without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks in the form may be filled in as appropriate by the Court; (c) entry by the Court of the Judgments and Bar Orders in the Janvey Litigation and the Casanova Litigation in exactly the forms attached hereto as Exhibit D, without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks in the forms may be filled in as appropriate by the Court; and (d) all such approvals and orders becoming Final, pursuant to Paragraphs 9 and 21 of this Agreement. If the Court does not provide the approvals described in (a)Sections 7, or if the final result of 12, 13 and 14 below shall remain unaffected from any appeal from the approvals described in (a) is that any of the approvals are not affirmed, in their entirety and without modification or limitation, then any Party has the such withdrawal. Any right to withdraw within thirty (30) days its agreement to the Settlement and to this Agreement. If the Court refuses to enter the bar orders described in (b) and (c), or if the final result of any appeal from such bar orders is that any of the bar orders are not affirmed, in their entirety and without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), then any Party has the right within thirty (30) days to withdraw their agreement to the Settlement and to this Agreement. Should the Parties not elect to exercise this right of withdrawal from the Settlement and this Agreement within such 30-day period, then the condition, whose failure to occur caused the withdrawal right to accrue, will be deemed to have occurred the first day following the expiration of such 30-day period. In the event that any Party withdraws its agreement to the Settlement or this Agreement as allowed in this paragraph, this Agreement will be null and void and of no further force or effect whatsoever (other than the terms of this paragraph and paragraphs 44 and 45, which shall survive), shall not be admissible in any ongoing or future proceedings for any purpose whatsoever, and shall not be the subject or basis for any claims by any Party against any other Party. To exercise its right under this paragraph to withdraw its agreement to the Settlement and to this Agreement, a Party must provide written notice of such withdrawal pursuant to Paragraph 53 herein. If any Party withdraws from this Agreement pursuant to may only be exercised, in the terms of this paragraph, then each Party shall be returned to such Party’s respective position immediately prior to such Party’s execution case of the AgreementSellers, subject only to by joint declaration of Sellers, and in the terms case of this paragraph the Purchaser, by declaration of the Purchaser, and paragraphs 44 any such withdrawal shall have effect on the entire Agreement and 45, including that the for all Parties shall maintain the confidentiality of their mediation and related communicationshereto.

Right to Withdraw. The Parties represent and acknowledge that each of the following were terms was necessary to the Parties’ agreement to this Settlement, are each an essential term of the Settlement and this Settlement Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) MDL Court approval of the Settlement and the terms of this Settlement Agreement without modifications material modification or limitationslimitation; (b) entry by the MDL Court of the Bar Order in the SEC Action in exactly substantially the form attached hereto as Exhibit C, without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks in the form may be filled in as appropriate by the CourtB; (c) entry by the Court of the Judgments and Bar Orders in the Janvey Litigation and the Casanova Litigation in exactly the forms attached hereto as Exhibit D, without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks in the forms may be filled in as appropriate by the Court; and (d) all such approvals and orders becoming Final, pursuant to Paragraphs 9 8, 20, 25, and 21 26 of this Settlement Agreement; and (d) the subsequent Final dismissal with prejudice of all claims against Independent in the Rotstain Litigation and the Xxxxx Litigation. If the MDL Court does not refuses to provide the approvals described in (a), or ; if the MDL Court refuses to enter the Bar Order described in (b) without material modification; if the final result of any appeal from the 35444706v.2 35468024v.2 approvals and order described in (a) or (b) is that any of the approvals or order are not affirmed, affirmed in their entirety and without material modification or limitation; or if the claims against Independent in the Rotstain Litigation or the Xxxxx Litigation are not fully and finally dismissed with prejudice, then any Party of the Receiver, the Committee and Independent has the right to withdraw within thirty (30) days its agreement to the Settlement and to this Agreement. If the Court refuses to enter the bar orders described in (b) and (c), or if the final result of any appeal from such bar orders is that any of the bar orders are not affirmed, in their entirety and without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), then any Party has the right within thirty (30) days to withdraw their agreement to the Settlement and to this Agreement. Should the Parties not elect to exercise this right of withdrawal from the Settlement and this Agreement within such 30-day period, then the condition, whose failure to occur caused the withdrawal right to accrue, will be deemed to have occurred the first day following the expiration of such 30-day period. In the event that any Party withdraws its agreement to the Settlement or this Agreement as allowed in this paragraph, this Agreement will be null and void and of no further force or effect whatsoever (other than the terms of this paragraph and paragraphs 44 and 45, which shall survive), shall not be admissible in any ongoing or future proceedings for any purpose whatsoever, and shall not be the subject or basis for any claims by any Party against any other Party. To exercise its right under this paragraph to withdraw its agreement to the Settlement and to this Agreement, a Party must provide Settlement Agreement by providing to all other Parties written notice of such withdrawal pursuant to Paragraph 53 herein. If any Party withdraws from this Agreement pursuant within fourteen (14) days of the order or judicial determination giving rise to the terms of this paragraph, then each Party shall be returned right to such Party’s respective position immediately prior to such Party’s execution withdraw. The effective date of the Agreementwithdrawal will be twenty-one (21) days after the notice of same, subject only to the terms of this paragraph and paragraphs 44 and 45, including that during which time the Parties shall maintain the confidentiality of their mediation and related communicationsagree to work together in good faith to attempt to negotiate an alternative settlement.

Right to Withdraw. The Parties represent and acknowledge that the following were necessary to the Parties’ Committee’s, the Receiver’s, and Trustmark’s agreement to enter into this Settlement, are each an essential term of the Settlement and this Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) Court court approval in both the SEC 18 Action and the Xxxxxxx Litigation of the Settlement and the terms of this Agreement without modifications amendment or limitationsrevision; (b) entry by the Court court in the SEC Action of the Bar Order in the SEC Action in exactly substantially the form attached hereto as Exhibit C, without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks in the form may be filled in as appropriate by the CourtB; (c) entry by the Court in the Xxxxxxx Litigation of the Judgments Judgment and Bar Orders Order in substantially the Janvey Litigation and the Casanova Litigation in exactly the forms form attached hereto as Exhibit D, without modifications or limitations C; (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), except that the blanks d) entry in the forms may be filled Rotstain Litigation and the Xxxxx Litigation of orders dismissing Trustmark and all claims against it with prejudice and a final judgment as to Trustmark in as appropriate by the Courtboth cases; and (de) all such approvals approvals, dismissals, and orders becoming Final, Final pursuant to Paragraphs 9 7, 19, 25, and 21 26 of this Agreement. If the Court does not court in either the SEC Action or the Xxxxxxx Litigation refuses to provide the approvals described in Paragraph 36(a) or refuses to enter the bar orders described in Paragraphs 36(b) or (ac) without material modification or limitation; or if the court in either the Rotstain Litigation or the Xxxxx Litigation refuses to enter an order dismissing with prejudice all claims in those cases against Trustmark or refuses to enter a final judgment as to Trustmark and all claims against it as described in Paragraph 36(d), ; or if the final result of any appeal from the approvals approvals, dismissals, orders, and final judgments described in Paragraphs 36(a), (ab), (c), or (d) is that any of the approvals approvals, dismissals, orders, or final judgments are not affirmed, affirmed in their entirety and without material modification or limitation, then any Party has the Receiver, the Committee, and Trustmark each have the right to withdraw within thirty (30) days its agreement to the Settlement and to this Agreement. If the Court refuses to enter the bar orders described in (b) and (c), or if the final result of any appeal from such bar orders is that any of the bar orders are not affirmed, in their entirety and without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), then any Party has the right within thirty (30) days to withdraw their agreement to the Settlement and to this Agreement. Should the Agreement by providing to all other Parties not elect to exercise this right of withdrawal from the Settlement and this Agreement within such 30-day period, then the condition, whose failure to occur caused the withdrawal right to accrue, will be deemed to have occurred the first day following the expiration of such 30-day period. In the event that any Party withdraws its agreement to the Settlement or this Agreement as allowed in this paragraph, this Agreement will be null and void and of no further force or effect whatsoever (other than the terms of this paragraph and paragraphs 44 and 45, which shall survive), shall not be admissible in any ongoing or future proceedings for any purpose whatsoever, and shall not be the subject or basis for any claims by any Party against any other Party. To exercise its right under this paragraph to withdraw its agreement to the Settlement and to this Agreement, a Party must provide written notice of such withdrawal pursuant to Paragraph 53 herein. If any Party withdraws from this Agreement pursuant within fourteen (14) days of the order or judicial determination giving rise to the terms right to withdraw. The effective date of the withdrawal will be twenty-one (21) days after the notice of same, during which time the Parties agree to work together in good faith to attempt to negotiate an alternative settlement that either does not require court approval or that addresses the circumstances that led to the denial of the approval of this paragraph, then each Party shall be returned to such Party’s respective position immediately prior to such Party’s execution Settlement Agreement or the request for entry of the Agreement, subject only to the terms of this paragraph required approvals and paragraphs 44 and 45, including that the Parties shall maintain the confidentiality of their mediation and related communicationsbar orders.