Common use of THE SETTLEMENT CONSIDERATION Clause in Contracts

THE SETTLEMENT CONSIDERATION. In consideration of the settlement of the Released Plaintiffs’ Claims against Defendants and the other Defendants’ Releasees, Defendants shall pay or cause to be paid the Settlement Amount into the Escrow Account, either by wire or by sending a check, no later than twenty (20) business days after the later of: (a) the date of entry by the Court of Preliminary Approval Order; or (b) Defendants’ Counsel’s receipt from Lead Counsel of the information necessary to effectuate a transfer of funds to the Escrow Account, including the appropriate party to whom the check should be written and wiring instructions that include the bank name and ABA routing number, account name and number, and a signed W-9 reflecting a valid taxpayer identification number for the qualified settlement fund in which the Settlement Amount is to be deposited. With the sole exception of Defendants’ obligation to secure payment of the Settlement Amount into the Escrow Account as provided for in this ¶ 8, the Defendants’ Releasees shall have no responsibility for, interest in, or liability whatsoever with respect to: (i) any act, omission, or determination by Lead Counsel or the Claims Administrator, or any of their respective designees, in connection with the administration of the Settlement or otherwise; (ii) the management, investment, supervision, or distribution of the Settlement Fund; (iii) the Plan of Allocation; (iv) the determination, administration, calculation, or payment of any claims asserted against the Settlement Fund; (v) any loss suffered by, or fluctuation in value of, the Settlement Fund; or (vi) the payment or withholding of any Taxes and/or costs incurred in connection with the taxation of the Settlement Fund, distributions or other payments from the Escrow Account, or the filing of any federal, state, or local returns.

THE SETTLEMENT CONSIDERATION. 2.1. In consideration of the full and final release, settlement and discharge of all Released Claims against the Released Plaintiffs’ Claims against Defendants and the other Defendants’ ReleaseesParties, Defendants shall pay or cause to be paid the Settlement Amount into the Escrow Account, either by wire or by sending a check, no later than within twenty (20) business days Business Days after the later of: latest of (ai) entry of the date of entry by the Court of Preliminary Approval Order; or (b) Defendants’ Counsel’s receipt from Lead Counsel of the information necessary to effectuate a transfer of funds to the Escrow Account, including the appropriate party to whom the check should be written and wiring instructions that include the bank name and ABA routing number, account name and number, and (ii) delivery of complete and accurate payment instructions, a signed completed Form W-9 reflecting a valid taxpayer identification number for the qualified settlement fund in which the Settlement Amount is to be deposited. With the sole exception of , and EFT Authorization by Lead Counsel to Defense Counsel, Acer shall cause Defendants’ obligation Insurers to secure transfer the Settlement Amount ($8,350,000), by wire transfer or check, to the Escrow Account. 2.2. Under no circumstances will Defendants, Defendants’ Insurers, or their Related Parties be required to pay, or cause payment of, more than the Settlement Amount pursuant to this Stipulation for any reason whatsoever, including, without limitation, as compensation to any Settlement Class Member, as payment of Administrative Costs, as payment of attorneys’ fees and expenses awarded by the Court, in payment of any fees or expenses incurred by any Settlement Class Member or Lead Counsel, or as interest on the Settlement Amount of any kind and relating to any time period (including prior to the payment of the Settlement Amount into the Escrow Account as provided for in this ¶ 8Account). 2.3. Immediately upon deposit of the Settlement Amount into the Escrow Account, the Defendants, Defendants’ Releasees Insurers, and the Released Parties shall have no responsibility for, interest in, or liability or obligation whatsoever to anyone with respect to: (i) any actthe Net Settlement Fund, omissionthe Escrow Account, or determination by Lead Counsel or the Claims Administrator, the Claims Administrator’s actions, any transaction executed or any of their respective designeesapproved by the Escrow Agent, in connection with the administration of the Settlement or otherwise; (ii) the managementmaintenance, administration, investment, supervision, or distribution of the Settlement Fund or the Net Settlement Fund; (iii) , the establishment or administration of the Plan of Allocation; (iv) , the determination, administration, calculationor calculation of Claims, or payment of any claims asserted against the Settlement Fund; (v) any loss suffered by, or fluctuation in value of, the Settlement Fund; or (vi) the payment or withholding of Taxes, the administration of the Settlement, or any Taxes and/or costs losses incurred in connection with such matters. The Released Parties shall have no further or other liability or obligations to Lead Plaintiff, Lead Counsel, or any Settlement Class Member with respect to the taxation Claims, except as expressly stated herein. Notwithstanding anything herein to the contrary, the Escrow Agent shall be obligated to withhold from distribution to Authorized Claimants all funds necessary to pay all Notice and Administrative Costs and all other fees, costs, and expenses associated with administration of the Settlement and the Settlement Fund; neither Defendants nor Defendants’ Counsel nor any other of the Released Parties is responsible therefor, distributions or other payments from nor shall they have any liability whatsoever with respect thereto, above and beyond the Acer’s obligation to cause the Settlement Amount to be paid into the Escrow AccountAccount as set forth above. The Settlement Fund shall indemnify and hold harmless all Released Parties for any costs of administration of the Settlement and the Settlement Fund (including, or the filing of without limitation, costs associated with any federal, state, or local returnssuch indemnification).

THE SETTLEMENT CONSIDERATION. 2.1. In consideration of the full and final release, settlement and discharge of the Released Plaintiffs’ Claims against Defendants and the other Defendants’ ReleaseesReleasees (see ¶ 6), which the Settling Parties agree are good and valuable consideration, Defendants shall cause to be paid the Settlement Amount by wire transfer or check into the Escrow Account within fifteen (15) Business Days after both (i) the Court enters the Preliminary Approval Order, and (ii) the Escrow Agent or Plaintiffs’ Counsel provides Defendants’ Counsel information necessary to‌ effectuate a transfer of funds to the Escrow Account, including but not limited to, wire transfer instructions, payment address, and a complete and executed Form W- 9 for the Settlement Fund that reflects a valid tax identification number. If Defendants believe they have not received the information necessary to effectuate a transfer of funds to the Escrow Account, they shall notify Plaintiffs’ Counsel of that belief and shall cause to be paid the Settlement Amount into the Escrow Account within five (5) Business Days of being provided the information necessary to effectuate a transfer of funds to the Escrow Account. 2.2. With the sole exception of Defendants’ obligation to pay or cause to be paid the Settlement Amount into the Escrow Account, either by wire or by sending a check, no later than twenty (20) business days after the later of: (a) the date of entry by the Court of Preliminary Approval Order; or (b) Defendants and Defendants’ Counsel’s receipt from Lead Counsel of the information necessary shall have no obligation pursuant to effectuate a transfer of funds to the Escrow Account, including the appropriate party to whom the check should be written this Stipulation and wiring instructions that include the bank name and ABA routing number, account name and number, and a signed W-9 reflecting a valid taxpayer identification number for the qualified settlement fund in which the Settlement Amount is to make or cause to be depositedmade any additional payment into the Settlement Fund or Escrow Account or to any Settlement Class Member in connection with the Settlement. With the sole exception of Defendants and Defendants’ obligation to secure payment of the Settlement Amount into the Escrow Account as provided for in this ¶ 8, the Defendants’ Releasees Counsel shall have no responsibility for, interest in, or liability whatsoever with respect toto the Settlement Fund or Escrow Account, including, without limitation: (i) any act, omission, or determination by Lead Plaintiffs’ Counsel or the Claims Administrator, or any of their respective designees, in connection with the administration of the Settlement or otherwise; (ii) the management, investmentmaintenance, supervision, investment, or distribution of the Settlement Fund; (iii) the Plan of Allocation; (iv) the determination, administration, calculation, or payment of any claims asserted against the Settlement Fund; (v) any loss suffered by, or fluctuation in value of, the Settlement Fund; or (vi) the payment or withholding of any Taxes Taxes, Tax Expenses, fees and/or costs incurred in connection with the taxation of the Settlement Fund, distributions or other payments of any amount from the Escrow AccountAccount and/or Settlement Fund, or the filing of any federal, state, or local returns, with all such payments, withholdings, costs, liabilities and distributions to be paid from the Escrow Account and Settlement Fund by the Escrow Agent and Claims Administrator, and all such filings to be made by the Escrow Agent and Claims Administrator, under the supervision of Lead Counsel, in accordance with and subject to the terms and provisions of this Stipulation and the Settlement.