Common use of TERMINATION OF THIS SETTLEMENT AGREEMENT Clause in Contracts

TERMINATION OF THIS SETTLEMENT AGREEMENT. Each Party shall have the right, in its sole discretion, to terminate this Settlement Agreement if (i) the Approval Motion is denied, (ii) the Approval Motion is granted and later reversed on appeal and such reversal becomes a Final Order or (iii) (A) in the judgment of such Party, the Approval Order has been changed in any manner which deprives, or the Court or any court to which the Approval Order may be appealed makes any ruling which has the effect of depriving, such Party of any benefit of this Settlement Agreement or the Approval Order in the form attached as Exhibit A or (B) Paragraph 4 of the Approval Order has been changed, or the Court or any court to which the Approval Order may be appealed makes any ruling which has the effect of changing, Paragraph 4 of the Approval Order in any manner whatsoever from Paragraph 4 in the form of the Approval Order attached as Exhibit A. Each Potential Investor shall have the right, in its sole discretion, to terminate this Settlement Agreement if (i) a hearing on the Approval Motion shall not have been held on or before the sixtieth (60th) calendar day following the Execution Date; provided that such right of termination of the Settlement Agreement shall only be available until the tenth (10th) Business Day following such date, (ii) the Approval Order shall not have been granted on or before the ninetieth (90th) calendar day following the Execution Date; provided that such right of termination of the Settlement Agreement shall only be available until the tenth (10th) Business Day following such date, or (iii) there shall have occurred or XO shall have proposed or supported any amendment to Section 8.3, 10.4 or 10.5 of XO's Plan (or the corresponding provisions in any other plan of reorganization in XO's chapter 11 case) that would adversely affect any Investor Released Party. Except as provided in Section 28 hereof, thereafter no Party shall have any further rights, duties, obligations or liabilities hereunder and this Settlement Agreement and all orders entered and proceedings undertaken in connection with it (other than the lifting of the automatic stay in accordance with Section 10) shall become null and void without further action by any Party and each of the Parties shall be restored to their status quo ante rights, including, without limitation, all rights, obligations, claims and defenses under the Stock Purchase Agreement and XO's claim, if made, that the Termination Notice was unwarranted as of September 16, 2002. In the event this Settlement Agreement is terminated pursuant to this Section 13, the Stock Purchase Agreement will be deemed to have been terminated by the Potential Investors on September 16, 2002 under Section 6.1 of the Stock Purchase Agreement. In light of XO's intention to deliver the Stand-Alone Notice but not subject thereto, XO shall not at any time seek specific performance of any obligation under the Stock Purchase Agreement or any other equitable remedy to specifically enforce the terms of the Stock Purchase Agreement. The Parties further acknowledge and agree that they shall be permitted to exercise any and all termination rights that they may have under this Section 13 without seeking and/or obtaining any consents or approvals from the Court or otherwise (including, without limitation, any relief from the automatic stay).

TERMINATION OF THIS SETTLEMENT AGREEMENT. 12.1 Each Party shall have the right, in its sole discretion, right to terminate this Settlement Agreement if if: (ia) the Approval Motion is denied, (ii) the Approval Motion is granted and later reversed on appeal and such reversal becomes a Final Order or (iii) (A) in the judgment of such Party, the Approval Order has been changed in any manner which deprives, or the The Court or any court to which the Approval Order may be appealed makes any ruling which has the effect of depriving, such Party of any benefit denies preliminary approval of this Settlement Agreement (or the Approval Order grants preliminary approval through an order that is not substantially similar in the form and substance to Exhibit D attached as Exhibit A or hereto); (Bb) Paragraph 4 The Court denies final approval of the Approval Order has been changed, or the Court or any court to which the Approval Order may be appealed makes any ruling which has the effect of changing, Paragraph 4 of the Approval Order in any manner whatsoever from Paragraph 4 in the form of the Approval Order attached as Exhibit A. Each Potential Investor shall have the right, in its sole discretion, to terminate this Settlement Agreement (or grants final approval through an order that materially differs in substance from Exhibit E attached hereto); or (c) The Final Order and Judgment does not become Final because a higher court reverses final approval by the Court. 12.2 In the event that within ten (10) days after the Opt-Out Date, as approved by the Court, there have been more than 250 timely and valid Opt-Outs submitted, Squirrel Hill may, at its option, by notifying Proposed Settlement Class Counsel and the Court in writing, void this Settlement Agreement. If Squirrel Hill voids the Settlement Agreement pursuant to this paragraph, Squirrel Hill shall be obligated to pay all settlement expenses already incurred, excluding any attorneys’ fees, costs, and expenses of Proposed Settlement Class Counsel and Service Awards. 12.3 Nothing shall prevent Plaintiff or Squirrel Hill from appealing or seeking other appropriate relief from an appellate court with respect to any denial by the Court of final approval of the Settlement. In the event such appellate proceedings result, by order of the appellate court or by an order after remand or a combination thereof, in the entry of an order(s) whereby the Settlement is approved in a manner substantially consistent with the substantive terms and intent of this Settlement Agreement, and dismissing all claims in the Lawsuit with prejudice, and otherwise meeting the substantive criteria of this Settlement Agreement for approval of the Settlement, such order shall be treated as a Final Order and Judgment by the Court. 12.4 If this Settlement Agreement is terminated or disapproved, or if the Effective Date should not occur for any reason, then: (i) a hearing on the Approval Motion shall not have been held on or before the sixtieth (60th) calendar day following the Execution Date; provided that such right of termination of the Settlement Agreement shall only be available until the tenth (10th) Business Day following such date, (ii) the Approval Order shall not have been granted on or before the ninetieth (90th) calendar day following the Execution Date; provided that such right of termination of the Settlement Agreement shall only be available until the tenth (10th) Business Day following such date, or (iii) there shall have occurred or XO shall have proposed or supported any amendment to Section 8.3, 10.4 or 10.5 of XO's Plan (or the corresponding provisions in any other plan of reorganization in XO's chapter 11 case) that would adversely affect any Investor Released Party. Except as provided in Section 28 hereof, thereafter no Party shall have any further rights, duties, obligations or liabilities hereunder and this Settlement Agreement and all orders entered and proceedings undertaken in connection with it therewith shall be rendered null and void; (other than ii) the lifting terms and provisions of the automatic stay Settlement Agreement shall have no further force and effect with respect to the Parties and shall not be used in the Lawsuit or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with Section 10) shall become null and void without further action by any Party and each the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc; (iii) Squirrel Hill shall be responsible for all Notice and Claims Administration Costs incurred prior to the termination or disapproval; (iv) all Parties shall be restored to their status quo ante rights, including, without limitation, all rights, obligations, claims and defenses under the Stock Purchase Agreement and XO's claim, if made, that the Termination Notice was unwarranted as of September 16, 2002. In the event this Settlement Agreement is terminated pursuant to this Section 13, the Stock Purchase Agreement will be deemed to have been terminated reverted to their respective positions and status in the Lawsuit as of the date this Settlement Agreement was executed and shall jointly request that a new case schedule be entered by the Potential Investors on September 16respective Courts in the Lawsuit; and (v) Squirrel Hill shall have no payment, 2002 under Section 6.1 of the Stock Purchase Agreement. In light of XO's intention to deliver the Stand-Alone Notice but not subject theretoreimbursement, XO shall not at any time seek specific performance or other financial obligation of any obligation under the Stock Purchase Agreement or any kind as a result of this Settlement Agreement, other equitable remedy to specifically enforce the terms of the Stock Purchase Agreement. The Parties further acknowledge and agree that they shall be permitted to exercise any and all termination rights that they may have under this Section 13 without seeking and/or obtaining any consents or approvals from the Court or otherwise than as stated in Sub-Part (including, without limitation, any relief from the automatic stay)iii) above.

TERMINATION OF THIS SETTLEMENT AGREEMENT. 12.1 Each Party shall have the right, in its sole discretion, right to terminate this Settlement Agreement if if: (ia) the Approval Motion is denied, (ii) the Approval Motion is granted and later reversed on appeal and such reversal becomes a Final Order or (iii) (A) in the judgment of such Party, the Approval Order has been changed in any manner which deprives, or the The Xxxxxxxxxx Court or any court to which the Approval Order may be appealed makes any ruling which has the effect of depriving, such Party of any benefit denies preliminary approval of this Settlement Agreement (or grants preliminary approval through an order that is not substantially similar in form and substance to Exhibit D attached hereto); (b) The Xxxxxxxxxx Court denies final approval of this Settlement Agreement (or grants final approval through an order that materially differs in substance from Exhibit E attached hereto); or Electronically Filed - St Louis County - June 15, 2023 - 04:12 PM (c) The Final Order and Judgment does not become Final because a higher court reverses or vacates final approval by the Approval Order in the form attached as Exhibit A or (B) Paragraph 4 of the Approval Order has been changed, or the Court or any court to which the Approval Order may be appealed makes any ruling which has the effect of changing, Paragraph 4 of the Approval Order in any manner whatsoever from Paragraph 4 in the form of the Approval Order attached as Exhibit A. Each Potential Investor shall have the right, in its sole discretion, Xxxxxxxxxx Court. 12.2 If a Party elects to terminate this Settlement Agreement under this Section 12, that Party must provide written notice to the other Party’s counsel, by hand delivery, mail, or email within ten (10) Days of the occurrence of the condition permitting termination. 12.3 Nothing shall prevent Plaintiffs or Xxxxxxxx from appealing or seeking other appropriate relief from an appellate court with respect to any denial by the Xxxxxxxxxx Court of final approval of the Settlement. In the event such appellate proceedings result, by order of the appellate court or by an order after remand or a combination thereof, in the entry of an order(s) whereby the Settlement is approved in a manner substantially consistent with the substantive terms and intent of this Settlement Agreement, and dismissing all claims in the Xxxxxxxxxx Lawsuit with prejudice, and otherwise meeting the substantive criteria of this Settlement Agreement for approval of the Settlement, such order shall be treated as a Final Order and Judgment by the Xxxxxxxxxx Court. 12.4 If this Settlement Agreement is terminated or disapproved, or if the Effective Date should not occur for any reason, then: (i) a hearing on the Approval Motion shall not have been held on or before the sixtieth (60th) calendar day following the Execution Date; provided that such right of termination of the Settlement Agreement shall only be available until the tenth (10th) Business Day following such date, (ii) the Approval Order shall not have been granted on or before the ninetieth (90th) calendar day following the Execution Date; provided that such right of termination of the Settlement Agreement shall only be available until the tenth (10th) Business Day following such date, or (iii) there shall have occurred or XO shall have proposed or supported any amendment to Section 8.3, 10.4 or 10.5 of XO's Plan (or the corresponding provisions in any other plan of reorganization in XO's chapter 11 case) that would adversely affect any Investor Released Party. Except as provided in Section 28 hereof, thereafter no Party shall have any further rights, duties, obligations or liabilities hereunder and this Settlement Agreement and all orders entered in Electronically Filed - St Louis County - June 15, 2023 - 04:12 PM connection therewith shall be rendered null and proceedings undertaken in connection with it void; (other than ii) the lifting terms and provisions of the automatic stay Settlement Agreement shall have no further force and effect with respect to the Parties and shall not be used in the Lawsuits or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with Section 10) shall become null and void without further action by any Party and each the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc; (iii) Xxxxxxxx shall be responsible for all Notice and Claims Administration Costs incurred prior to the termination or disapproval; (iv) all Parties shall be restored to their status quo ante rights, including, without limitation, all rights, obligations, claims and defenses under the Stock Purchase Agreement and XO's claim, if made, that the Termination Notice was unwarranted as of September 16, 2002. In the event this Settlement Agreement is terminated pursuant to this Section 13, the Stock Purchase Agreement will be deemed to have been terminated reverted to their respective positions and status in the Lawsuits as of the date this Settlement Agreement was executed and shall jointly request that a new case schedule be entered by the Potential Investors on September 16respective Courts in the Lawsuits; and (v) Xxxxxxxx shall have no payment, 2002 under Section 6.1 of the Stock Purchase Agreement. In light of XO's intention to deliver the Stand-Alone Notice but not subject theretoreimbursement, XO shall not at any time seek specific performance or other financial obligation of any obligation under the Stock Purchase Agreement or any kind as a result of this Settlement Agreement, other equitable remedy to specifically enforce the terms of the Stock Purchase Agreement. The Parties further acknowledge and agree that they shall be permitted to exercise any and all termination rights that they may have under this Section 13 without seeking and/or obtaining any consents or approvals from the Court or otherwise than as stated in Sub-Part (including, without limitation, any relief from the automatic stay)iii) above.

TERMINATION OF THIS SETTLEMENT AGREEMENT. 12.1 Each Party shall have the right, in its sole discretion, right to terminate this Settlement Agreement if if: (ia) the Approval Motion is denied, (ii) the Approval Motion is granted and later reversed on appeal and such reversal becomes a Final Order or (iii) (A) in the judgment of such Party, the Approval Order has been changed in any manner which deprives, or the The XxXxxxxxxx Court or any court to which the Approval Order may be appealed makes any ruling which has the effect of depriving, such Party of any benefit denies preliminary approval of this Settlement Agreement (or grants preliminary approval through an order that is not substantially similar in form and substance to Exhibit D attached hereto); (b) The XxXxxxxxxx Court denies final approval of this Settlement Agreement (or grants final approval through an order that materially differs in substance from Exhibit E attached hereto); or (c) The Final Order and Judgment does not become Final because a higher court reverses final approval by the Approval Order in the form attached as Exhibit A or (B) Paragraph 4 of the Approval Order has been changed, or the Court or any court to which the Approval Order may be appealed makes any ruling which has the effect of changing, Paragraph 4 of the Approval Order in any manner whatsoever from Paragraph 4 in the form of the Approval Order attached as Exhibit A. Each Potential Investor shall have the right, in its sole discretion, XxXxxxxxxx Court. 12.2 If a Party elects to terminate this Settlement Agreement under this Section 12, that Party must provide written notice to the other Party’s counsel, by hand delivery, mail, or email within ten (10) Days of the occurrence of the condition permitting termination. 12.3 Nothing shall prevent Plaintiffs or IGG from appealing or seeking other appropriate relief from an appellate court with respect to any denial by the XxXxxxxxxx Court of final approval of the Settlement. In the event such appellate proceedings result, by order of the appellate court or by an order after remand or a combination thereof, in the entry of an order(s) whereby the Settlement is approved in a manner substantially consistent with the substantive terms and intent of this Settlement Agreement, and dismissing all claims in the XxXxxxxxxx Lawsuit with prejudice, and otherwise meeting the substantive criteria of this Settlement Agreement for approval of the Settlement, such order shall be treated as a Final Order and Judgment. 12.4 If this Settlement Agreement is terminated or disapproved, or if the Effective Date should not occur for any reason, then: (i) a hearing on the Approval Motion shall not have been held on or before the sixtieth (60th) calendar day following the Execution Date; provided that such right of termination of the Settlement Agreement shall only be available until the tenth (10th) Business Day following such date, (ii) the Approval Order shall not have been granted on or before the ninetieth (90th) calendar day following the Execution Date; provided that such right of termination of the Settlement Agreement shall only be available until the tenth (10th) Business Day following such date, or (iii) there shall have occurred or XO shall have proposed or supported any amendment to Section 8.3, 10.4 or 10.5 of XO's Plan (or the corresponding provisions in any other plan of reorganization in XO's chapter 11 case) that would adversely affect any Investor Released Party. Except as provided in Section 28 hereof, thereafter no Party shall have any further rights, duties, obligations or liabilities hereunder and this Settlement Agreement and all orders entered and proceedings undertaken in connection with it therewith shall be rendered null and void; (other than ii) the lifting terms and provisions of the automatic stay Settlement Agreement shall have no further force and effect with respect to the Parties and shall not be used in the Lawsuits or in any other proceeding for any purpose, and any judgment or order entered by the Courts in accordance with Section 10) shall become null and void without further action by any Party and each the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc; (iii) IGG shall be responsible for all Notice and Claims Administration Costs incurred prior to the termination or disapproval; (iv) all Parties shall be restored to their status quo ante rights, including, without limitation, all rights, obligations, claims and defenses under the Stock Purchase Agreement and XO's claim, if made, that the Termination Notice was unwarranted as of September 16, 2002. In the event this Settlement Agreement is terminated pursuant to this Section 13, the Stock Purchase Agreement will be deemed to have been terminated reverted to their respective positions and status in the Lawsuits as of the date this Settlement Agreement was executed and shall jointly request that a new case schedule be entered by the Potential Investors on September 16Courts in the Lawsuits; and (v) IGG shall have no payment, 2002 under Section 6.1 of the Stock Purchase Agreement. In light of XO's intention to deliver the Stand-Alone Notice but not subject theretoreimbursement, XO shall not at any time seek specific performance or other financial obligation of any obligation under the Stock Purchase Agreement or any kind as a result of this Settlement Agreement, other equitable remedy to specifically enforce the terms of the Stock Purchase Agreement. The Parties further acknowledge and agree that they shall be permitted to exercise any and all termination rights that they may have under this Section 13 without seeking and/or obtaining any consents or approvals from the Court or otherwise than as stated in Sub-Part (including, without limitation, any relief from the automatic stay)iii) above.

TERMINATION OF THIS SETTLEMENT AGREEMENT. 12.1 Each Party shall have the rightright to terminate this Settlement Agreement if: (a) The Court denies preliminary approval of this Settlement Agreement (or grants preliminary approval through an order that is not substantially similar in form and substance to Exhibit D hereto); Electronically Filed - Xxxxxxx - Kansas City - December 30, 2020 - 01:40 PM (b) The Court denies final approval of this Settlement Agreement (or grants final approval through an order that materially differs in its sole discretion, substance from Exhibit E hereto); or (c) The Final Order and Judgment do not become Final because a higher court reverses final approval by the Court. 12.2 Xxxxxx shall have the right to terminate this Settlement Agreement if (i) the Approval Motion is denied, (ii) the Approval Motion is granted and later reversed on appeal and such reversal becomes a Final Order or (iii) (A) in the judgment total number of such Party, the Approval Order has been changed in any manner which deprives, or the Court or any court to which the Approval Order may be appealed makes any ruling which has the effect of depriving, such Party of any benefit of this Settlement Agreement or the Approval Order in the form attached as Exhibit A or (B) Paragraph 4 Opt-Outs exceeds 100 members of the Approval Order has been changed, or Settlement Class. The date for purposes of calculating the Court or any court to which the Approval Order may be appealed makes any ruling which has the effect of changing, Paragraph 4 occurrence of the Approval Order in any manner whatsoever from condition permitting termination under this Paragraph 4 in shall be the form date of delivery of the Approval Order attached as Exhibit A. Each Potential Investor shall have the right, in its sole discretion, Opt-Out List. 12.3 If a Party elects to terminate this Settlement Agreement under this Section 12, that Party must provide written notice to the other Party’s counsel, by hand delivery, mail, or email within ten (10) Days of the occurrence of the condition permitting termination. 12.4 Nothing shall prevent Plaintiff or Xxxxxx from appealing or seeking other appropriate relief from an appellate court with respect to any denial by the Court of final approval of the Settlement. In the event such appellate proceedings result, by order of the appellate court or by an order after remand or a combination thereof, in the entry of an order(s) whereby the Settlement is approved in a manner substantially consistent with the substantive terms and intent of this Settlement Agreement, and dismissing all claims in the Lawsuit with prejudice, and otherwise meeting the substantive criteria of this Settlement Agreement for approval of the Settlement, such order shall be treated as a Final Order and Judgment. 12.5 If this Settlement Agreement is terminated or disapproved, or if the Effective Date should not occur for any reason, then: (i) a hearing on the Approval Motion shall not have been held on or before the sixtieth (60th) calendar day following the Execution Date; provided that such right of termination of the Settlement Agreement shall only be available until the tenth (10th) Business Day following such date, (ii) the Approval Order shall not have been granted on or before the ninetieth (90th) calendar day following the Execution Date; provided that such right of termination of the Settlement Agreement shall only be available until the tenth (10th) Business Day following such date, or (iii) there shall have occurred or XO shall have proposed or supported any amendment to Section 8.3, 10.4 or 10.5 of XO's Plan (or the corresponding provisions in any other plan of reorganization in XO's chapter 11 case) that would adversely affect any Investor Released Party. Except as provided in Section 28 hereof, thereafter no Party shall have any further rights, duties, obligations or liabilities hereunder and this Settlement Agreement and all orders entered and proceedings undertaken in connection with it therewith shall be rendered null and void; (other than ii) the lifting terms and provisions of the automatic stay Settlement Electronically Filed - Xxxxxxx - Kansas City - December 30, 2020 - 01:40 PM Agreement shall have no further force and effect with respect to the Parties and shall not be used in the Lawsuit or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with Section 10) shall become null and void without further action by any Party and each the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc; (iii) Xxxxxx shall be responsible for all notice and claims administration costs incurred prior to the termination or disapproval; (iv) all Parties shall be restored to their status quo ante rights, including, without limitation, all rights, obligations, claims and defenses under the Stock Purchase Agreement and XO's claim, if made, that the Termination Notice was unwarranted as of September 16, 2002. In the event this Settlement Agreement is terminated pursuant to this Section 13, the Stock Purchase Agreement will be deemed to have been terminated reverted to their respective positions and status in the Lawsuit as of the date this Settlement Agreement was executed and shall jointly request that a new case schedule be entered by the Potential Investors on September 16Court.; and (v) Xxxxxx or its insurer shall have no payment, 2002 under Section 6.1 of the Stock Purchase Agreement. In light of XO's intention to deliver the Stand-Alone Notice but not subject thereto, XO shall not at any time seek specific performance reimbursement or other financial obligation of any obligation under the Stock Purchase Agreement or any kind as a result of this Settlement Agreement, other equitable remedy to specifically enforce the terms of the Stock Purchase Agreement. The Parties further acknowledge and agree that they shall be permitted to exercise any and all termination rights that they may have under this Section 13 without seeking and/or obtaining any consents or approvals from the Court or otherwise than as stated in Sub-Part (including, without limitation, any relief from the automatic stay)iii) above.

TERMINATION OF THIS SETTLEMENT AGREEMENT. 65. Each Party shall have the rightright to terminate this Settlement Agreement if: (a) the Court denies preliminary approval of this Settlement Agreement (or grants preliminary approval through an order that is materially different in substance to Exhibit D hereto); (b) the Court denies final approval of this Settlement Agreement; (c) the Final Approval Order and Final Judgment do not become Final by reason of a higher court reversing final approval by the Court, in its sole discretionand the Court thereafter declines to enter a further order or orders approving the Settlement on the terms set forth herein; or (d) the Effective Date cannot occur. 66. Additionally, EHS shall have the right to terminate this Settlement Agreement if (i) the Approval Motion is denied, (ii) the Approval Motion is granted and later reversed on appeal and such reversal becomes a Final Order number of Opt-Out Members equals or (iii) (A) exceeds 2,000. Class Counsel agrees to work in the judgment of such Party, the Approval Order has been changed in any manner which deprives, or the Court or any court good faith to which the Approval Order may be appealed makes any ruling which has the effect of depriving, such Party of any benefit of effectuate this Settlement Agreement and will not proactively solicit or the Approval Order in the form attached as Exhibit A or (B) Paragraph 4 of the Approval Order has been changed, or the Court or any court encourage Settlement Class Members to which the Approval Order may be appealed makes any ruling which has the effect of changing, Paragraph 4 of the Approval Order in any manner whatsoever from Paragraph 4 in the form of the Approval Order attached as Exhibit A. Each Potential Investor shall have the right, in its sole discretion, submit Opt-Out Requests. 67. If a Party elects to terminate this Settlement Agreement if under this Section XIII, that Party must provide written notice to the other Party’s counsel, by hand delivery, mail, or e- mail within ten (i10) a hearing on the Approval Motion shall not have been held on or before the sixtieth (60th) calendar day following the Execution Date; provided that such right of termination Days of the Settlement Agreement shall only be available until the tenth (10th) Business Day following such date, (ii) the Approval Order shall not have been granted on or before the ninetieth (90th) calendar day following the Execution Date; provided that such right of termination occurrence of the Settlement Agreement condition permitting termination. 68. Nothing shall only be available until prevent Plaintiffs and/or Defendant from appealing or seeking other appropriate relief from an appellate court with respect to any denial by the tenth (10th) Business Day following such date, or (iii) there shall have occurred or XO shall have proposed or supported any amendment to Section 8.3, 10.4 or 10.5 Court of XO's Plan (or the corresponding provisions in any other plan of reorganization in XO's chapter 11 case) that would adversely affect any Investor Released Party. Except as provided in Section 28 hereof, thereafter no Party shall have any further rights, duties, obligations or liabilities hereunder and this Settlement Agreement and all orders entered and proceedings undertaken in connection with it (other than the lifting final approval of the automatic stay in accordance with Section 10) shall become null and void without further action by any Party and each of the Parties shall be restored to their status quo ante rights, including, without limitation, all rights, obligations, claims and defenses under the Stock Purchase Agreement and XO's claim, if made, that the Termination Notice was unwarranted as of September 16, 2002Settlement. In the event such appellate proceedings result, by order of the appellate court or by an order after remand or a combination thereof, in the entry of an order(s) whereby the Settlement is approved in a manner substantially consistent with the material terms and intent of this Settlement Agreement, and otherwise meeting the substantive criteria of this Settlement Agreement for approval of the Settlement, such order shall be treated as a Final Approval Order. 69. If this Settlement Agreement is terminated pursuant to or disapproved, or if the Effective Date should not occur for any reason, then: (i) this Section 13Settlement Agreement, the Stock Purchase Agreement will Preliminary Approval Order, and the Final Approval Order (if applicable) and all of their provisions shall be rendered null and void; (ii) the Action and all Parties shall be deemed to have been terminated by reverted to their respective status in the Potential Investors on September 16, 2002 under Section 6.1 Action as of the Stock Purchase date and time immediately preceding the execution of this Settlement Agreement. In light ; (iii) except as otherwise expressly provided, the Parties shall stand in the same position and shall proceed in all respects as if this Settlement Agreement and any related orders had never been executed, entered into, or filed; (iv) no term or draft of XO's intention to deliver this Settlement Agreement nor any part of the Stand-Alone Notice but not subject theretoParties’ settlement discussions, XO shall not at negotiations, or documentation (including any time seek specific performance declaration or brief filed in support of the motion for preliminary approval or motion for final approval), nor any obligation under rulings regarding class certification for settlement purposes (including the Stock Purchase Agreement Preliminary Approval Order and, if applicable, the Final Approval Order and Final Judgment), will have any effect or be admissible into evidence for any purpose in the Action or any other equitable remedy proceeding. 70. If the Court does not approve the Settlement or the Effective Date cannot occur for any reason, EHS shall retain all its rights, for example, to specifically enforce object to the terms maintenance of the Stock Purchase Agreement. The Parties further acknowledge Action as a class action, to move to dismiss the Complaint, to move for summary judgment, and agree that they to assert defenses at trial, and nothing in this Settlement Agreement or other papers or proceedings related to the Settlement shall be permitted to exercise used as evidence or argument by any and all termination rights that they Party concerning whether the Action may have under this Section 13 without seeking and/or obtaining properly be maintained as a class action, or for any consents or approvals from the Court or otherwise (including, without limitation, any relief from the automatic stay)other purpose.

TERMINATION OF THIS SETTLEMENT AGREEMENT. 12.1 Each Party shall have the right, in its sole discretion, right to terminate this Settlement Agreement if if: (ia) the Approval Motion is denied, (ii) the Approval Motion is granted and later reversed on appeal and such reversal becomes a Final Order or (iii) (A) in the judgment of such Party, the Approval Order has been changed in any manner which deprives, or the The Court or any court to which the Approval Order may be appealed makes any ruling which has the effect of depriving, such Party of any benefit denies preliminary approval of this Settlement Agreement (or grants preliminary approval through an order that is not substantially similar in form and substance to Exhibit D attached hereto); (b) The Court denies final approval of this Settlement Agreement (or grants final approval through an order that materially differs in substance from Exhibit E attached hereto); or (c) The Final Order and Judgment do not become Final because a higher court reverses final approval by the Approval Order in Court. 12.2 In the form attached as Exhibit A or (B) Paragraph 4 event that more than 2% of the Approval Order Settlement Class has been changedopted out, or PracticeMax may, by notifying Settlement Class Counsel, in writing, void this Settlement Agreement within five (5) business days from the Court or any court to which date the Approval Order may be appealed makes any ruling which has the effect of changing, Paragraph 4 Claims Administrator provides PracticeMax with written notice of the Approval Order in final number of opt-outs. If PracticeMax voids the Settlement Agreement pursuant to this paragraph, PracticeMax shall be obligated to pay all Claims Administration expenses incurred, excluding any manner whatsoever from Paragraph 4 in the form attorneys’ fees and costs of Settlement Class Counsel and any Service Award, and PracticeMax shall not seek recovery of the Approval Order attached as Exhibit A. Each Potential Investor shall have same from any other party to the right, in its sole discretion, Lawsuit or from Counsel to any other party to the Lawsuit. 12.3 If a Party elects to terminate this Settlement Agreement under this Section 12, that Party must provide written notice to the other Party’s counsel, by hand delivery, mail, or email within ten (10) Days of the occurrence of the condition permitting termination. 12.4 Nothing shall prevent Plaintiffs or PracticeMax from appealing or seeking other appropriate relief from an appellate court with respect to any denial by the Court of final approval of the Settlement. In the event such appellate proceedings result, by order of the appellate court or by an order after remand or a combination thereof, in the entry of an order(s) whereby the Settlement is approved in a manner substantially consistent with the substantive terms and intent of this Settlement Agreement, and dismissing all claims in the Lawsuit with prejudice, and otherwise meeting the substantive criteria of this Settlement Agreement for approval of the Settlement, such order shall be treated as a Final Order and Judgment. 12.5 If this Settlement Agreement is terminated or disapproved, or if the Effective Date should not occur for any reason, then: (i) a hearing on the Approval Motion shall not have been held on or before the sixtieth (60th) calendar day following the Execution Date; provided that such right of termination of the Settlement Agreement shall only be available until the tenth (10th) Business Day following such date, (ii) the Approval Order shall not have been granted on or before the ninetieth (90th) calendar day following the Execution Date; provided that such right of termination of the Settlement Agreement shall only be available until the tenth (10th) Business Day following such date, or (iii) there shall have occurred or XO shall have proposed or supported any amendment to Section 8.3, 10.4 or 10.5 of XO's Plan (or the corresponding provisions in any other plan of reorganization in XO's chapter 11 case) that would adversely affect any Investor Released Party. Except as provided in Section 28 hereof, thereafter no Party shall have any further rights, duties, obligations or liabilities hereunder and this Settlement Agreement and all orders entered and proceedings undertaken in connection with it therewith shall be rendered null and void; (other than ii) the lifting terms and provisions of the automatic stay Settlement Agreement shall have no further force and effect with respect to the Parties and shall not be used in the Lawsuit or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with Section 10) shall become null and void without further action by any Party and each the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc; (iii) PracticeMax shall be responsible for all Notice and Claims Administration Costs incurred prior to the termination or disapproval; (iv) all Parties shall be restored to their status quo ante rights, including, without limitation, all rights, obligations, claims and defenses under the Stock Purchase Agreement and XO's claim, if made, that the Termination Notice was unwarranted as of September 16, 2002. In the event this Settlement Agreement is terminated pursuant to this Section 13, the Stock Purchase Agreement will be deemed to have been terminated reverted to their respective positions and status in the Lawsuit as of the date this Settlement Agreement was executed and shall jointly request that a new case schedule be entered by the Potential Investors on September 16Court; and (v) PracticeMax shall have no payment, 2002 under Section 6.1 of the Stock Purchase Agreement. In light of XO's intention to deliver the Stand-Alone Notice but not subject theretoreimbursement, XO shall not at any time seek specific performance or other financial obligation of any obligation under the Stock Purchase Agreement or any kind as a result of this Settlement Agreement, other equitable remedy to specifically enforce the terms of the Stock Purchase Agreement. The Parties further acknowledge and agree that they shall be permitted to exercise any and all termination rights that they may have under this Section 13 without seeking and/or obtaining any consents or approvals from the Court or otherwise than as stated in Sub-Part (including, without limitation, any relief from the automatic stay)iii) above.

TERMINATION OF THIS SETTLEMENT AGREEMENT. 12.1 Each Party shall have the right, in its sole discretion, right to terminate this Settlement Agreement if if: (ia) the Approval Motion is denied, (ii) the Approval Motion is granted and later reversed on appeal and such reversal becomes a Final Order or (iii) (A) in the judgment of such Party, the Approval Order has been changed in any manner which deprives, or the The Court or any court to which the Approval Order may be appealed makes any ruling which has the effect of depriving, such Party of any benefit denies preliminary approval of this Settlement Agreement (or grants preliminary approval through an order that is not substantially similar in form and substance to Exhibit D attached hereto); (b) The Court denies final approval of this Settlement Agreement (or grants final approval through an order that materially differs in substance from Exhibit E attached hereto); or (c) The Final Order and Judgment do not become Final because a higher court reverses final approval by the Approval Order in Court. 12.2 In the form attached event that within (10) Days after the Opt-Out Date, as Exhibit A or approved by the Court, there have been more than two hundred and fifty Opt-Outs (Bexclusions) Paragraph 4 of the Approval Order has been changedsubmitted, or the Court or any court to which the Approval Order may be appealed makes any ruling which has the effect of changingXxxx-Xxxxxx may, Paragraph 4 of the Approval Order in any manner whatsoever from Paragraph 4 in the form of the Approval Order attached as Exhibit A. Each Potential Investor shall have the rightby notifying Settlement Class Counsel, in its sole discretionwriting, void this Settlement Agreement. If Xxxx- Xxxxxx voids the Settlement Agreement pursuant to this paragraph, Xxxx-Xxxxxx shall be obligated to pay all settlement expenses incurred, excluding any attorneys’ fees and costs of Settlement Class Counsel and Plaintiff’s counsel and any Service Award, and Xxxx-Xxxxxx shall not seek recovery of same from any other party to the Lawsuit or from counsel to any other party to the Lawsuit. 12.3 If a Party elects to terminate this Settlement Agreement under this Section 12, that Party must provide written notice to the other Party’s counsel, by hand delivery, mail, or email within ten (10) Days of the occurrence of the condition permitting termination. 12.4 Nothing shall prevent Plaintiff or Xxxx-Xxxxxx from appealing or seeking other appropriate relief from an appellate court with respect to any denial by the Court of final approval of the Settlement. In the event such appellate proceedings result, by order of the appellate court or by an order after remand or a combination thereof, in the entry of an order(s) whereby the Settlement is approved in a manner substantially consistent with the substantive terms and intent of this Settlement Agreement, and dismissing all claims in the Lawsuit with prejudice, and otherwise meeting the substantive criteria of this Settlement Agreement for approval of the Settlement, such order shall be treated as a Final Order and Judgment. 12.5 If this Settlement Agreement is terminated or disapproved, or if the Effective Date should not occur for any reason, then: (i) a hearing on the Approval Motion shall not have been held on or before the sixtieth (60th) calendar day following the Execution Date; provided that such right of termination of the Settlement Agreement shall only be available until the tenth (10th) Business Day following such date, (ii) the Approval Order shall not have been granted on or before the ninetieth (90th) calendar day following the Execution Date; provided that such right of termination of the Settlement Agreement shall only be available until the tenth (10th) Business Day following such date, or (iii) there shall have occurred or XO shall have proposed or supported any amendment to Section 8.3, 10.4 or 10.5 of XO's Plan (or the corresponding provisions in any other plan of reorganization in XO's chapter 11 case) that would adversely affect any Investor Released Party. Except as provided in Section 28 hereof, thereafter no Party shall have any further rights, duties, obligations or liabilities hereunder and this Settlement Agreement and all orders entered and proceedings undertaken in connection with it therewith shall be rendered null and void; (other than ii) the lifting terms and provisions of the automatic stay Settlement Agreement shall have no further force and effect with respect to the Parties and shall not be used in the Lawsuit or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with Section 10) shall become null and void without further action by any Party and each the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc; (iii) Xxxx-Xxxxxx shall be responsible for all Notice and Claims Administration Costs incurred prior to the termination or disapproval; (iv) all Parties shall be restored to their status quo ante rights, including, without limitation, all rights, obligations, claims and defenses under the Stock Purchase Agreement and XO's claim, if made, that the Termination Notice was unwarranted as of September 16, 2002. In the event this Settlement Agreement is terminated pursuant to this Section 13, the Stock Purchase Agreement will be deemed to have been terminated reverted to their respective positions and status in the Lawsuit as of the date this Settlement Agreement was executed and shall jointly request that a new case schedule be entered by the Potential Investors on September 16Court; and (v) Xxxx-Xxxxxx or its insurer shall have no payment, 2002 under Section 6.1 of the Stock Purchase Agreement. In light of XO's intention to deliver the Stand-Alone Notice but not subject theretoreimbursement, XO shall not at any time seek specific performance or other financial obligation of any obligation under the Stock Purchase Agreement or any kind as a result of this Settlement Agreement, other equitable remedy to specifically enforce the terms of the Stock Purchase Agreement. The Parties further acknowledge and agree that they shall be permitted to exercise any and all termination rights that they may have under this Section 13 without seeking and/or obtaining any consents or approvals from the Court or otherwise than as stated in Sub-Part (including, without limitation, any relief from the automatic stay)iii) above.