Common use of Settlement Fund Clause in Contracts

Settlement Fund. 4.1. Within 90 days after entry of the Preliminary Approval Order, TikTok shall cause to be deposited the sum of Ninety-Two Million Dollars ($92,000,000) into an escrow account established by the Settlement Administrator to create the Settlement Fund. 4.2. The Settlement Fund shall be a court-approved Qualified Settlement Fund (QSF) for federal tax purposes pursuant to Treas. Reg. § 1.468B-1. TikTok shall be the “transferor” to the QSF within the meaning of Section 1.468B-1(d)(1) of the Treasury Regulations with respect to the Settlement Fund or any other amount Transferred to the QSF pursuant to this Settlement Agreement. The Settlement Administrator shall be the “administrator” of the QSF within the meaning of Section 1.468B-2(k)(3) of the Treasury Regulations, responsible for causing the filing of all tax returns required to be filed by or with respect to the QSF, paying from the QSF any taxes owed by or with respect to the QSF, and complying with any applicable information reporting or tax withholding requirements imposed by Section 1.468B-2(l)(2) of the Treasury Regulations or any other applicable law on or with respect to the QSF. TikTok shall provide to the Settlement Administrator any documentation required for the Settlement Administrator to facilitate obtaining QFS status for the Settlement Fund pursuant to Treas. Reg. §1.468X-x. All taxes on income or interest generated by the Settlement Fund, if any, shall be paid out of the Settlement Fund. 4.3. Class Counsel shall select the Settlement Fund escrow account and the Settlement Fund escrow bank. The Settlement Fund escrow bank shall invest the Settlement Fund exclusively in an interest-bearing account or accounts where the principal will not decrease and is fully insured by the United States Government or an agency thereof, including certificates of deposit, a U.S. Treasury Fund or a bank account that is either (a) fully insured by the Federal Deposit Insurance Corporation (“FDIC”) or (b) secured by instruments backed by the full faith and credit of the United States Government. The Settlement Fund escrow bank shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All interest earned on the investment of the Settlement Fund shall be added to the Settlement Fund, for distribution as set forth herein. 4.4. Other than the Settlement Fund, TikTok will have no financial obligations to Class Representatives, Class Members, Class Counsel, any other attorney representing any Class Member, or the Settlement Administrator with respect to the Defendants’ Released Claims. The Settlement Fund represents the total extent of TikTok’s monetary obligations under this Agreement. In no event shall TikTok’s total monetary obligations with respect to this Agreement exceed the amount stated above. 4.5. The Settlement Administrator will draw from the Settlement Fund to cover all obligations with respect to costs related to this Agreement, including the expenses of the Settlement Administrator, the Notice Plan, payments to Class Members, any Incentive Awards, any Fee Award, and any other administrative fees and expenses in connection with this Agreement; provided, however, that the Parties must approve any payments to the Settlement Administrator prior to the Settlement Administrator incurring such expenses. The Parties intend that, after the foregoing payments and disbursements are made, there will be no funds remaining. Nonetheless, to the extent any funds remain, no portion of the Settlement Fund will be returned to TikTok. 4.6. If this Agreement is terminated, the Settlement Administrator will return all funds to TikTok within ten (10) days of the termination date; provided, however, that the Settlement Administrator need not return any funds already spent on notice and on reasonable Settlement Administrator expenses before the termination date. Notwithstanding any provision herein, in the event this Agreement is not approved by any court, or terminated for any reason, or the Settlement set forth in this Agreement is declared null and void, or in the event that the Effective Date does not occur, Settlement Class Members, Class Representatives, and Class Counsel shall not in any way be responsible or liable for any administration expenses, taxes with respect to the Settlement Fund, or any expenses, including costs of notice and administration associated with this Settlement or this Agreement, except that each Party shall bear its own attorneys' fees and costs and Defendants' future payment obligations shall cease. 4.7. Defendants’ Released Parties, TikTok’s Counsel, Plaintiffs’ Released Parties and Class Members shall have no liability, obligation or responsibility with respect to the investment, disbursement, or other administration or oversight of the Settlement Fund or QSF and shall have no liability, obligation or responsibility with respect to any liability, obligation or responsibility of the Settlement Administrator, including but not limited to, liabilities, obligations or responsibilities arising in connection with the investment, disbursement or other administration of the Settlement Fund and QSF. 4.8. Once deposited by TikTok, the Settlement Fund shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court until such time as such funds shall be distributed pursuant to the Agreement and/or further order(s) of the Court. 4.9. Notwithstanding any effort, or failure, of the Settlement Administrator or the Parties to treat the Settlement Fund as a QSF, any tax liability, together with any interest or penalties imposed thereon, incurred by TikTok or any Releasees resulting from income earned on the Settlement Fund or the payments made from the Settlement Fund (or the receipt of any payment under this paragraph) shall be reimbursed from the Settlement Fund in the amount of such tax liability, interest or penalties promptly upon and in no event later than five (5) days after TikTok’s or any Defendants’ Released Party’s written request to the Settlement Administrator. 4.10. For avoidance of doubt, neither TikTok nor any of Defendants’ Released Parties shall have any liability, obligation, or responsibility whatsoever for tax obligations arising from payments to any Class Member or based on the activities and income of the QSF. In addition, neither TikTok nor any of Defendants’ Released Parties shall have any liability, obligation, or responsibility whatsoever for tax obligations arising from payments to Class Counsel. The QSF will be solely responsible for its tax obligations. Each Class Member will be solely responsible for his or her tax obligations. Each Class Counsel or other attorney or firm receiving a distribution from the Settlement Fund will be solely responsible for his, her, or its tax obligations. 4.11. Class Counsel are not providing legal advice regarding the taxability of any amount paid hereunder and nothing contained herein shall be interpreted as constituting legal advice regarding the taxability of any amount paid hereunder, nor shall it be relied upon as such. Any tax issues raised by this Agreement may be unique as to each Party and Class Member, and each Party and Class Member is advised to obtain tax advice from his or her own tax advisor with respect to any payments resulting from this Agreement. Each Party and Class Member will be responsible for paying their own respective share of all applicable state, local, and federal taxes on all amounts the received or paid pursuant to this Agreement. 4.12. TikTok shall have no liability whatsoever with respect to (i) any act, omission, or determination by Class Counsel or the Settlement Administrator, or any of their respective designees or agents, in connection with the administration of the settlement or otherwise; (ii) the management, investment, or distribution of the Settlement Fund;

Settlement Fund. 4.1. (a) Within 90 30 days after entry of the Preliminary Approval OrderDate, TikTok Spotify shall cause to be deposited the sum of Ninetypay forty-Two Million Dollars three million, four hundred fifty thousand dollars ($92,000,00043,450,000.00) into an interest-bearing escrow account established by the Settlement Administrator to create with Depository Bank. That sum, together with any interest or earnings accrued on that amount, will constitute the Settlement Fund. 4.2(b) Class Counsel shall be responsible for overseeing Depository Bank and its creation and maintenance of the escrow account containing the Settlement Fund. The Settlement Fund shall escrow account will be structured and operated in a court-approved Qualified Settlement Fund (QSF) for federal tax purposes pursuant to Treas. Reg. manner so that it constitutes a “qualified settlement fund” under U.S. Department of Treasury Regulation § 1.468B-1. TikTok shall be the “transferor” to the QSF within the meaning of 1468B-1 and Section 1.468B-1(d)(1) 468B of the Treasury Regulations with respect Internal Revenue Code of 1986, as amended. (c) Subject to approval of Class Counsel and the Court, the Settlement Fund or any other amount Transferred to the QSF pursuant to this Settlement Agreement. The Settlement Administrator shall may be the “administrator” of the QSF within the meaning of Section 1.468B-2(k)(3) of the Treasury Regulations, responsible for causing the filing of all tax returns required to be filed by or with respect to the QSF, paying from the QSF any taxes owed by or with respect to the QSF, and complying with any applicable information reporting or tax withholding requirements imposed by Section 1.468B-2(l)(2) of the Treasury Regulations or any other applicable law on or with respect to the QSF. TikTok shall provide to the Settlement Administrator any documentation required for the Settlement Administrator to facilitate obtaining QFS status for the Settlement Fund pursuant to Treas. Reg. §1.468Xdivided into multiple non-x. All taxes on income or interest generated by the Settlement Fund, if any, shall be paid out of the Settlement Fund. 4.3. Class Counsel shall select the Settlement Fund escrow account and the Settlement Fund escrow bank. The Settlement Fund escrow bank shall invest the Settlement Fund exclusively in an interest-bearing account or escrow accounts where the principal will not decrease and is fully insured by the United States Government or an agency thereof, including certificates of deposit, a U.S. Treasury Fund or a bank account that is either (a) are fully insured by the Federal Deposit Insurance Corporation (“FDIC”) or (b) secured by or invested in instruments backed by the full faith and credit of the United States Government. The Settlement Fund escrow bank shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All interest earned on risks related to the investment of the Settlement Fund shall be added borne by the Settlement Fund. (d) Any taxes resulting from tax liabilities of the Settlement Fund shall be paid solely out of the Settlement Fund. The Settlement Fund, however, shall not be responsible for any taxes that Class Plaintiffs or Authorized Claimants may owe as a result of any distributions to them out of the Settlement Fund. (e) Spotify shall have no right or title to the Settlement Fund, for distribution in whole or in part, and none of the Settlement Fund shall revert to Spotify. If, however, entry of a Final Order and Judgment approving this Settlement Agreement is denied, or if Spotify or Class Plaintiffs exercise their rights to terminate the settlement as set forth hereindescribed in paragraph 19, then the entirety of the Settlement Fund shall revert to Spotify. 4.4. Other than (f) Neither Depository Bank, the escrow agent for the Settlement Fund, TikTok will have no financial obligations to Class Representatives, Class Members, Class Counsel, nor any other attorney representing any Class Member, or the Settlement Administrator with respect to the Defendants’ Released Claims. The Settlement Fund represents the total extent of TikTok’s monetary obligations under this Agreement. In no event shall TikTok’s total monetary obligations with respect Party to this Agreement exceed the amount stated above. 4.5. The Settlement Administrator will draw shall cause any distribution or payment to be made from the Settlement Fund to cover all obligations with respect to costs related to this Agreement, including the expenses of the Settlement Administrator, the Notice Plan, payments to Class Members, any Incentive Awards, any Fee Award, and any other administrative fees and expenses except in connection accordance with this Agreement; provided, however, that the Parties must approve any payments to the Settlement Administrator prior to the Settlement Administrator incurring such expenses. The Parties intend that, after the foregoing payments and disbursements are made, there will be no funds remaining. Nonetheless, to the extent any funds remain, no portion of the Settlement Fund will be returned to TikTok. 4.6. If this Agreement is terminated, the Settlement Administrator will return all funds to TikTok within ten (10) days of the termination date; provided, however, that the Settlement Administrator need not return any funds already spent on notice and on reasonable Settlement Administrator expenses before the termination date. Notwithstanding any provision herein, in the event this Agreement is not approved by any court, or terminated for any reason, or the Settlement set forth in this Agreement is declared null and void, or in the event that the Effective Date does not occur, Settlement Class Members, Class Representatives, and Class Counsel shall not in any way be responsible or liable for any administration expenses, taxes with respect to the Settlement Fund, or any expenses, including costs of notice and administration associated with this Settlement or this Agreement, except that each Party shall bear its own attorneys' fees and costs and Defendants' future payment obligations shall cease. 4.7. Defendants’ Released Parties, TikTok’s Counsel, Plaintiffs’ Released Parties and Class Members shall have no liability, obligation or responsibility with respect to the investment, disbursement, or other administration or oversight of the Settlement Fund or QSF and shall have no liability, obligation or responsibility with respect to any liability, obligation or responsibility of the Settlement Administrator, including but not limited to, liabilities, obligations or responsibilities arising in connection with the investment, disbursement or other administration of the Settlement Fund and QSF. 4.8. Once deposited by TikTok, the Settlement Fund shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court until such time as such funds shall be distributed pursuant to the Agreement and/or further order(s) an order of the Court. 4.9. Notwithstanding any effort(g) In addition to payment of tax liabilities, or failureas discussed below in paragraphs 3.3(c) and 15.1-15.2, subject to approval by the Court, the fees of the Settlement Administrator or Claim Facilitator, the Parties to treat Incentive Awards, all expenses and costs, and a portion of the Settlement Fund as a QSF, any tax liability, together with any interest or penalties imposed thereon, incurred by TikTok or any Releasees resulting from income earned on the Settlement Fund or the payments made Fee Award will be paid from the Settlement Fund (or the receipt of any payment under this paragraph) shall be reimbursed from the Settlement Fund in the amount of such tax liability, interest or penalties promptly upon and in no event later than five (5) days after TikTok’s or any Defendants’ Released Party’s written request to the Settlement Administrator. 4.10. For avoidance of doubt, neither TikTok nor any of Defendants’ Released Parties shall have any liability, obligation, or responsibility whatsoever for tax obligations arising from payments to any Class Member or based on the activities and income of the QSF. In addition, neither TikTok nor any of Defendants’ Released Parties shall have any liability, obligation, or responsibility whatsoever for tax obligations arising from payments to Class CounselFund. The QSF will be solely responsible for its tax obligations. Each Class Member will be solely responsible for his or her tax obligations. Each Class Counsel or other attorney or firm receiving a distribution from the Settlement Fund will be solely responsible for his, her, or its tax obligations. 4.11. Class Counsel are not providing legal advice regarding the taxability of any amount paid hereunder and nothing contained herein shall be interpreted as constituting legal advice regarding the taxability of any amount paid hereunder, nor shall it be relied upon as such. Any tax issues raised by this Agreement may be unique as to each Party and Class Member, and each Party and Class Member is advised to obtain tax advice from his or her own tax advisor with respect to any payments resulting from this Agreement. Each Party and Class Member will be responsible for paying their own respective share of all applicable state, local, and federal taxes on all amounts the received or paid pursuant to this Agreement. 4.12. TikTok shall have no liability whatsoever with respect to (i) any act, omission, or determination by Class Counsel or the Settlement Administrator, or any of their respective designees or agents, remaining money in connection with the administration of the settlement or otherwise; (ii) the management, investment, or distribution of the Settlement Fund;, known as the Net Settlement Fund, will be used to pay Authorized Claimants, as discussed in paragraph 3.5.

Settlement Fund. 4.1. Within 90 days after entry of the Preliminary Approval Order, TikTok 4.2.1 The Settlement Administrator shall cause to be deposited the sum of Ninety-Two Million Dollars ($92,000,000) into an escrow account established by establish and maintain the Settlement Administrator to create Fund in the Settlement Fund. 4.2amount of $40,000,000. The Settlement Fund shall be a court-approved Qualified non- reversionary common fund, no part of which shall revert to Defendants. The Settlement Administrator will hold the Settlement Fund (QSF) for federal tax purposes in escrow until such time as the Settlement Administrator is authorized to disseminate the funds pursuant to Treas. Reg. § 1.468B-1. TikTok shall this Agreement, the Final Approval Order, or other order of the Court. 4.2.2 The Settlement Fund is intended to be treated as a QSF for U.S. federal income tax purposes, with Defendants treated as the “transferortransferors” to the QSF within the meaning of Section 1.468B-1(d)(1) of the Treasury Regulations with respect to the Settlement Fund or any other amount Transferred to the QSF pursuant to this Settlement AgreementFund. The Settlement Administrator shall be the “administrator” of the QSF within the meaning of Section 1.468B-2(k)(3) of the Treasury Regulations, responsible for causing the filing of all tax returns required to be filed by or with respect to the QSF, paying from the QSF any taxes owed by or with respect to the QSF, and complying with any applicable information reporting or tax withholding requirements imposed by Section 1.468B-2(l)(2) of the Treasury Regulations or any other applicable law on or with respect to the QSF. TikTok Defendants shall provide to the Settlement Administrator any documentation required for reasonably requested by the Settlement Administrator that is required to facilitate obtaining QFS obtain QSF status for the Settlement Fund pursuant to Treas. Reg. §1.468X-x. All taxes on income or interest generated by the Settlement Fund, if any, shall be paid out of the Settlement Fund. 4.3. 4.2.3 Class Counsel shall select the Settlement Fund escrow account and the Settlement Fund escrow bank. The Settlement Fund escrow bank shall invest the Settlement Fund exclusively in an interest-bearing account or accounts where the principal will not decrease and is fully insured by the United States Government or an agency thereof, including certificates of deposit, a U.S. Treasury Fund or a bank account that is either (a) fully insured by the Federal Deposit Insurance Corporation (“FDIC”) or or (b) secured by instruments backed by the full faith and credit of the United States Government. The Settlement Fund escrow bank shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All interest earned on the investment of the Settlement Fund shall be added to the Settlement Fund, for distribution as set forth herein. 4.4. 4.2.4 Other than the Settlement Fund, TikTok Defendants will have no financial obligations to Class Representatives, Settlement Class Members, Class Counsel, any other attorney representing any Settlement Class Member, or the Settlement Administrator with respect to the Defendants’ Released Claims. The Settlement Fund represents the total extent of TikTok’s Defendants’ monetary obligations under this Agreement. In no event shall TikTok’s Defendants’ total monetary obligations with respect to this Agreement exceed the amount stated above. 4.5. The 4.2.5 Subject to 4.2.14, the Settlement Administrator will draw from the Settlement Fund to cover all obligations with respect to costs related to this Agreement, including the expenses of the Settlement Administrator, the Notice Plan, payments to Settlement Class Members, any Incentive Service Awards, any Attorneys’ Fee Awardand Expense Payment, and any other administrative fees and expenses in connection with this Agreement; provided, however, that the Parties must approve any payments to the Settlement Administrator prior to the Settlement Administrator incurring such expenses. The Parties intend that, after the foregoing payments and disbursements are made, there will be no funds remaining. Nonetheless, to the extent any funds remain, no portion of the Settlement Fund will be returned to TikTokDefendants. 4.6. 4.2.6 If this Agreement is terminated, the Settlement Administrator will return all funds to TikTok Defendants within ten (10) days of the termination date; provided, however, that the Settlement Administrator need not return any funds already spent on notice and on reasonable Settlement Administrator expenses before the termination date. Notwithstanding any provision herein, in the event this Agreement is not approved by any court, or is terminated for any reason, or the Settlement set forth in this Agreement is declared null and void, or in the event that the Effective Date does not occur, Settlement Class Members, Class Representatives, and Class Counsel shall not in any way be responsible or liable for any administration expenses, taxes with respect to the Settlement Fund, or any expenses, including costs of notice and administration associated with this Settlement or this Agreement, except that each Party shall bear its own attorneys' ’ fees and costs and Defendants' ’ future payment obligations shall cease. 4.7. Defendants’ 4.2.7 The Released Parties, TikTok’s Defendants’ Counsel, Plaintiffs’ Released the Releasing Parties and Settlement Class Members shall have no liability, obligation obligation, or responsibility with respect to the investment, disbursement, or other administration or oversight of the Settlement Fund or QSF and shall have no liability, obligation obligation, or responsibility with respect to any liability, obligation obligation, or responsibility of the Settlement Administrator, including but not limited to, liabilities, obligations or responsibilities arising in connection with the investment, disbursement or other administration of the Settlement Fund and QSF. 4.8. 4.2.8 Once deposited by TikTokDefendants, the Settlement Fund shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court until such time as such funds shall be distributed pursuant to the Agreement and/or further order(s) of the Court. 4.9. 4.2.9 Notwithstanding any effort, or failure, of the Settlement Administrator or the Parties to treat the Settlement Fund as a QSF, any tax liability, together with any interest or penalties imposed thereon, incurred by TikTok Defendants or any Releasees Releasing Party resulting from income earned on the Settlement Fund or the payments made from the Settlement Fund (or the receipt of any payment under this paragraph) shall be reimbursed from the Settlement Fund in the amount of such tax liability, interest or penalties promptly upon and in no event later than five (5) days after TikTok’s Defendants’ or any Defendants’ Released Party’s written request to the Settlement Administrator. 4.10. 4.2.10 For avoidance of doubt, neither TikTok Defendants nor any of Defendants’ the Released Parties shall have any liability, obligation, or responsibility whatsoever for tax obligations arising from payments to any Settlement Class Member or based on the activities and income of the QSF. In addition, neither TikTok Defendants nor any of Defendants’ the Released Parties shall have any liability, obligation, or responsibility whatsoever for tax obligations arising from payments to Class Counsel. The QSF will be solely responsible for its tax obligations. Each Settlement Class Member will be solely responsible for his or her their tax obligations. Each Class Counsel or other attorney or firm receiving a distribution from the Settlement Fund will be solely responsible for his, her, or its their tax obligations. 4.11. 4.2.11 Defendants and Class Counsel are not providing legal advice to any party or other person regarding the taxability of any amount paid hereunder and nothing contained herein shall be interpreted as constituting legal advice regarding the taxability of any amount paid hereunder, nor shall it be relied upon as such. For the avoidance of doubt, Defendants make no representation or warranty to any person regarding, and shall have no liability with respect to, the qualification of the Settlement Fund as a QSF. Any tax issues raised by this Agreement may be unique as to each Party and Settlement Class Member, and each Party and Settlement Class Member is advised to obtain tax advice from his or her their own tax advisor with respect to any payments resulting from this Agreement. Each Party and Settlement Class Member will be responsible for paying their own respective share of all applicable state, local, and federal taxes on all amounts the received or paid pursuant to this Agreement. 4.12. TikTok 4.2.12 Defendants shall have no liability whatsoever with respect to (i) any act, omission, or determination by Class Counsel or the Settlement Administrator, or any of their respective designees or agents, in connection with the administration of the settlement Settlement or otherwise; (ii) the management, investment, or distribution of the Settlement Fund; (iv) the determination, administration, or calculation of claims to be paid to Settlement Class Members from the Settlement Fund; or (v) the payment or withholding of taxes or related expenses, or any expenses or losses incurred in connection therewith. The Releasing Parties and Class Counsel release Defendants from any and all liability and claims arising from or with respect to the administration, investment, or distribution of the Settlement Fund, or the qualification of the Settlement Fund as a QSF. 4.2.13 No person shall have any claim against Class Representatives, Class Counsel, counsel of record for any party in the Action, the Settlement Administrator, or any other person designated by Class Counsel, based on determinations or distributions made substantially in accordance with this Agreement, administration of the Settlement Fund, or further order(s) of the Court. 4.2.14 Within twenty-one (21) days after Preliminary Approval, Defendants shall pay into the Settlement Fund a portion of the Settlement Amount sufficient to cover the costs of Notice and settlement administration associated with Notice and claims processing, as estimated by the Settlement Administrator. Within fourteen (14) days after the Effective Date, Defendants shall deposit the balance of the Settlement Amount into the Settlement Fund. 4.2.15 The Settlement Fund shall be applied as follows, in accordance with the terms and conditions set forth in this Agreement: 4.2.15.1 To pay the costs of Notice and settlement administration; 4.2.15.2 To pay any Attorneys’ Fee and Expense Payment and any Service Awards that may be approved by the Court; and 4.2.15.3 To distribute the Net Settlement Fund on a pro rata basis to Valid Claimants in accordance with this Agreement. 4.2.15.4 If all Valid Claims, Notice and settlement administration costs, any Attorneys’ Fee and Expense Payment, and any Service Awards total an amount less than the Settlement Fund, or to the extent that any distribution funds remain in the Settlement Fund one hundred and eighty (180) days after the Effective Date, such funds (“Residual Funds”) shall be redistributed on a pro rata basis to Settlement Class Members who previously received payment, to the extent feasible and practical in light of the costs of administering such subsequent payments, unless the amounts involved are too small to make individual distributions economically viable or other specific reasons exist that would make such further distributions impossible or unfair. 4.2.15.5 If the Settlement Administrator determines that any residue of the Settlement Fund cannot be distributed on a pro rata basis to Settlement Class Members who submitted a claim, the remaining funds shall be distributed to one or more 26 U.S.C. § 501(c)(3) non- profit Eligible Organization(s) (as this term is defined by 735 ILCS 5/2-807) selected by the Parties and thereafter approved by the Court. 4.2.15.6 All costs associated with the disposition of residual funds – whether through additional distributions to Settlement Class Members and/or to the non-profit Eligible Organization(s) selected by the Parties and approved by the Court – shall be borne solely by the Settlement Fund.

Settlement Fund. 4.15.1. Within 90 The Settlement Administrator will create an account into which TikTok will deposit the total sum of $1,100,000 for the Settlement Fund within 30 days after entry of the Preliminary Approval Order, TikTok shall cause to be deposited the sum of Ninety-Two Million Dollars ($92,000,000) into an escrow account established by the Settlement Administrator to create the Settlement Fund. 4.25.2. The Settlement Fund shall be a court-approved Qualified Administrator will place the Settlement Fund in an interest-bearing account created by order of the Court intended to constitute a “qualified settlement fund” (“QSF”) for federal tax purposes pursuant to Treas. Reg. § 1.468B-1within the meaning of Section 1.468B-1 of the Treasury Regulations (“Treasury Regulations”) promulgated under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). TikTok shall be the “transferor” to the QSF within the meaning of Section 1.468B-1(d)(1) of the Treasury Regulations with respect to the Settlement Fund or any other amount Transferred to the QSF pursuant to this Settlement Agreement. The Settlement Administrator shall be the “administrator” of the QSF within the meaning of Section 1.468B-2(k)(3) of the Treasury Regulations, responsible for causing the filing of all tax returns required to be filed by or with respect to the QSF, paying from the QSF any taxes owed by or with respect to the QSF, and complying with any applicable information reporting or tax withholding requirements imposed by Section 1.468B-2(l)(2) of the Treasury Regulations or any other applicable law on or with respect to the QSF. TikTok shall provide to and the Settlement Administrator shall reasonably cooperate in providing any documentation statements or making any elections or filings necessary or required by applicable law for satisfying the Settlement Administrator to facilitate obtaining QFS status requirements for qualification as a QSF, including any relation-back election within the Settlement Fund pursuant to Treas. Reg. §1.468X-x. All taxes on income or interest generated by the Settlement Fund, if any, shall be paid out meaning of Section 1.468B-1(j) of the Settlement FundTreasury Regulations. 4.3. Class Counsel shall select the Settlement Fund escrow account and the Settlement Fund escrow bank. The Settlement Fund escrow bank shall invest the Settlement Fund exclusively in an interest-bearing account or accounts where the principal will not decrease and is fully insured by the United States Government or an agency thereof, including certificates of deposit, a U.S. Treasury Fund or a bank account that is either (a) fully insured by the Federal Deposit Insurance Corporation (“FDIC”) or (b) secured by instruments backed by the full faith and credit of the United States Government. The Settlement Fund escrow bank shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All interest earned on the investment of the Settlement Fund shall be added to the Settlement Fund, for distribution as set forth herein. 4.45.3. Other than the Settlement Fund, TikTok will have no financial obligations to Class RepresentativesPlaintiffs, Class Members, Class Counsel, any other attorney representing any Class Memberthe Class, or the Settlement Administrator with respect to the Defendants’ Released Claims. The Settlement Fund represents the total extent of TikTok’s monetary obligations under this Agreement. In no event shall TikTok’s total monetary obligations with respect to this Agreement exceed the amount stated above. 4.55.4. The Settlement Administrator will draw from the Settlement Fund to cover all obligations with respect to costs related to this Agreement, including the expenses of the Settlement Administrator, the Notice Plan, payments to Class Members, any Incentive Awards, any Fee Award, and any other administrative fees and expenses in connection with this Agreement; provided, however, that the Parties must approve any payments to the Settlement Administrator prior to the Settlement Administrator incurring such expenses. The Parties intend that, after the foregoing payments and disbursements are made, there will be no funds remaining. Nonetheless, to the extent any funds remain, no portion of the Settlement Fund will be returned to TikTok. 4.65.5. If this Agreement is terminated, the Settlement Administrator will return all funds to TikTok within ten (10) days of the termination date; provided, however, that the Settlement Administrator need not return any funds already spent on notice and on reasonable Settlement Administrator expenses before the termination date. Notwithstanding any provision herein, in the event this Agreement is not approved by any court, or terminated for any reason, or the Settlement set forth in this Agreement is declared null and void, or in the event that the Effective Date does not occur, Settlement Class Members, Class Representatives, and Class Counsel shall not in any way be responsible or liable for any administration expenses, taxes with respect to the Settlement Fund, or any expenses, including costs of notice and administration associated with this Settlement or this Agreement, except that each Party shall bear its own attorneys' fees and costs and Defendants' future payment obligations shall cease. 4.75.6. Defendants’ Released PartiesTikTok, TikTok’s Counsel, Plaintiffs’ and the Released Parties and Class Members shall have no liability, obligation or responsibility with respect to the investment, disbursement, or other administration or oversight of the Settlement Fund or QSF and shall have no liability, obligation or responsibility with respect to any liability, obligation or responsibility of the Settlement Administrator, including but not limited to, liabilities, obligations or responsibilities arising in connection with the investment, disbursement or other administration of the Settlement Fund and QSF. 4.85.7. Once deposited by TikTok, the Settlement Fund shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court until such time as such funds shall be distributed pursuant to the Agreement and/or further order(s) of the Court. 4.95.8. Notwithstanding any effort, or failure, of the Settlement Administrator or the Parties to treat the Settlement Fund as a QSF, any tax liability, together with any interest or penalties imposed thereon, incurred by TikTok or any Releasees resulting from income earned on the Settlement Fund or the payments made from the Settlement Fund (or the receipt of any payment under this paragraph) shall be reimbursed from the Settlement Fund in the amount of such tax liability, interest or penalties promptly upon and in no event later than five (5) days after TikTok’s or any Defendants’ Released Party’s written request to the Settlement Administrator. 4.105.9. For avoidance of doubt, neither TikTok nor any of Defendants’ Released Parties Party shall have any liability, obligation, or responsibility whatsoever for tax obligations arising from payments to any Class Member Member, or based on the activities and income of the QSF. In addition, neither TikTok nor any of Defendants’ Released Parties Party shall have any liability, obligation, or responsibility whatsoever for tax obligations arising from payments to Class Counsel. The QSF will be solely responsible for its tax obligations. Each Class Member will be solely responsible for his or her tax obligations. Each Class Counsel or other attorney or firm receiving a distribution from the Settlement Fund will be solely responsible for his, her, or its tax obligations. 4.11. Class Counsel are not providing legal advice regarding the taxability of any amount paid hereunder and nothing contained herein shall be interpreted as constituting legal advice regarding the taxability of any amount paid hereunder, nor shall it be relied upon as such. Any tax issues raised by this Agreement may be unique as to each Party and Class Member, and each Party and Class Member is advised to obtain tax advice from his or her own tax advisor with respect to any payments resulting from this Agreement. Each Party and Class Member will be responsible for paying their own respective share of all applicable state, local, and federal taxes on all amounts the received or paid pursuant to this Agreement. 4.125.10. TikTok shall have no liability whatsoever with respect to (i) any act, omission, or determination by Class Counsel or the Settlement Administrator, or any of their respective designees or agents, in connection with the administration of the settlement or otherwise; (ii) the management, investment, or distribution of the Settlement Fund;