The Settlement Fund Sample Clauses

The Settlement Fund. 34. The Escrow Account shall be established as a “qualified settlement fund” as defined in Section 1.468B-1(a) of the U.S. Treasury Regulations or other appropriate escrow account as agreed to by the Settling Parties. 35. After preliminary approval of the Settlement, Co-Lead Counsel may utilize up to $100,000 from the Notice Fund to provide notice of the Settlement to potential members of the Settlement Class and for notice administration, without an order from the Court. The amount spent or incurred for notice and notice administration is not refundable to Settling Defendants in the event the Settlement Agreement is disapproved, rescinded, or otherwise fails to become effective. 36. From the Notice Fund and the Settlement Fund shall be paid the cost of settlement notice, claims administration, class representatives’ incentive awards, attorneys’ fees, reimbursement of all actual expenses of the Action, any other litigation costs of Plaintiffs, and all applicable taxes, if any. The Settling Parties shall have the right to audit amounts paid from the Settlement Fund prior to the final approval of the Settlement. 37. The Settlement Fund shall be invested in United States Government Treasury obligations or United States Treasury money market funds. The Notice Fund may be deposited in a bank account, in which case it will be deposited in a federally insured interest-bearing account. 38. Settling Defendants shall not have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, use, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such investment, distribution, use or administration except as expressly otherwise provided in this Settlement Agreement. 39. Settling Defendants’ only payment obligation is to pay the Settlement Amount. Settling Defendants shall not be liable for any costs, expenses, or fees of any of Plaintiffs’ respective attorneys, experts, advisors, agents, or representatives. Payment of all such costs, expenses, and fees, as approved by the Court, shall be paid only out of the Settlement Fund or the Opt-Out Fee and Expense Account. No disbursements shall be made from the Notice Fund or the Settlement Fund prior to the Effective Date of this Settlement Agreement except as described in Paragraphs 35 and 36, above. 40. The distribution of the Settlement Fund shall be administered pursuant to a plan of allocation (the “Plan of Allocation”) propose...

The Settlement Fund. (a) No later than five (5) business days after entry of the Preliminary Approval Order, the Escrow Agent shall establish an escrow account. The Parties agree that the Escrow Account is intended to be, and will be, an interest-bearing “Qualified Settlement Fund” within the meaning of Treasury Regulation 26 C.F.R. § 1.468B-1. The Settlement Administrator, as administrator of the Qualified Settlement Fund within the meaning of Treasury Regulation 26 C.F.R. § 1.468B-2(k)(3), shall be solely responsible for filing tax returns for the Escrow Account and paying from the Escrow Account any Taxes owed with respect to the Escrow Account. The Company agrees to provide the Settlement Administrator with the statement described in Treasury Regulation 26 C.F.R. §1. 468B-3(e). Neither Defendants, Defendants’ Counsel, the Defendant Released Parties, Plaintiffs, nor Class Counsel shall have any liability or responsibility of any sort for filing any tax returns or paying any taxes with respect to the Escrow Account. (b) In consideration of all of the promises and agreements set forth in this Agreement, the Company will pay the Settlement Amount. None of the other Defendant Released Parties shall have any obligation to contribute financially to this Settlement. It is understood and agreed by the Parties that by paying the Settlement Amount, Defendants do not agree with or in any way admit, and shall not be deemed to agree with or in any way admit, any theories of Plaintiffs or Class Counsel regarding Defendants’ liability in the Action, including, without limitation, that any of Defendants’ prior or existing practices violates any federal or state laws, statutes, or regulations. (c) The Company shall pay the Settlement Amount in two segments, and this funding, in the aggregate, together with any interest and investment earnings thereon, shall constitute the “Settlement Fund.” First, the Company shall cause one hundred and fifty thousand dollars ($150,000) of the Settlement Amount to be deposited by wire transfer into the Escrow Account as soon as reasonably possible following the entry of the Preliminary Approval Order, but no later than thirty (30) calendar days after entry of the order, to fund any Administration Costs and Independent Fiduciary Fees and Costs that arise before the Court’s entry of the Final Approval Order and Judgment. Second, the Company shall cause the remaining portion of the Settlement Amount to be deposited by wire transfer into the Escrow Account with...

The Settlement Fund. 27. Releasors’ sole source or recourse for settlement and satisfaction against the Releasees of all Released Claims and claims to be waived and released pursuant to Paragraphs 20 and 21 is against the Settlement Amount, and Releasors shall have no other financial recovery against Bosch or any other Releasee as to the Released Claims. After this Agreement becomes final within the meaning of Paragraph 18, the Settlement Amount shall be distributed in accordance with a plan to be submitted at a time to be determined in the sole discretion of Settlement Class Counsel, subject to approval by the Court. In no event shall any Releasee have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, or administration of the Settlement Amount, including, but not limited to, the costs and expenses of such distribution and administration except as expressly otherwise provided in Paragraphs 23(d) and 26 of this Agreement. 28. Direct Purchaser Plaintiff and Settlement Class Counsel shall be reimbursed and indemnified solely out of the Settlement Fund for all expenses and costs, as provided by Court order and the provisions of Paragraphs 23(d), 26 and 29. Bosch and the other Releasees shall not be liable for any costs, fees, or expenses of any of Direct Purchaser Plaintiff or the Settlement Class’s respective attorneys, experts, advisors, agents, or representatives. Instead, all such costs, fees, and expenses as approved by the Court, or authorized by Paragraphs 23(d) and 26, shall be paid out of the Settlement Fund. 29. Settlement Class Counsel’s Attorneys’ Fees, Reimbursement of Expenses, and an Incentive Award for the Class Representative. (a) Subject to Court approval, and except as provided herein, Direct Purchaser Plaintiff and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all past, current, or future litigation costs and expenses and any award of attorneys’ fees incurred in connection with this Action and settlement negotiations with Bosch. An incentive award to the Direct Purchaser Plaintiff, if approved by the Court, will also be paid solely out of the Settlement Fund. Attorneys’ fees and costs and expenses awarded by the Court shall be payable from the Settlement Fund upon award, notwithstanding the existence of any timely filed objections thereto, or potential appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Settlement Clas...

The Settlement Fund. 37. Releasors shall look solely to the Settlement Fund for settlement and satisfaction of all Released Claims against the DENSO Defendants and the Releasees, and shall have no other recovery against the DENSO Defendants or any other Releasee for any Released Claims. 38. After this Agreement becomes final within the meaning of Paragraph 28, the Settlement Fund shall be distributed in accordance with plans to be submitted to the Court at the appropriate time by Settlement Class Counsel, subject to approval by the Court. In no event shall any Releasee have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, or administration of the Settlement Fund, including the costs and expenses of such investment, distribution, and administration, except as expressly otherwise provided in Paragraphs 33 and 35 (both concerning payments made solely out of the Settlement Fund). 39. Direct Purchaser Plaintiff(s) and Settlement Class Counsel shall be reimbursed and indemnified solely out of the Settlement Fund for their expenses and costs, as provided by Court order and the provisions of Paragraphs 33, 35, and 40. The DENSO Defendants and other Releasees shall not be liable for any costs, fees, or expenses of any of Direct Purchaser Plaintiff(s)’ or the Settlement Class’s respective attorneys, experts, advisors, agents, or representatives. Instead, all such costs, fees, and expenses as approved by the Court, or authorized by Paragraphs 33 and 35, shall be paid out of the Settlement Fund.

The Settlement Fund. 2.1. Cerence, on behalf of all Defendants, shall transmit or cause to be transmitted, by check, ACH or wire transfer, Thirty Million Dollars ($30,000,000.00) (the “Settlement Amount”) in cash into an escrow account to be maintained and controlled by Lead Counsel (the “Escrow Account”) within twenty (20) business days of the later of (i) the date of entry of the Court order granting preliminary approval of the Settlement; or (ii) the provision of complete written wire, ACH and check payment instructions (and any forms reasonably requested by any payor of a portion of the settlement amount) by Lead Counsel to Defendants’ Counsel, including without limitation the banking information for the Escrow Account, the name, title, email address and phone number of a person authorized to verbally confirm the wire and ACH instructions, and a signed W-9 (on the IRS 2024 version of the form) reflecting a valid taxpayer identification number for the Escrow Account in which the Settlement Amount is to be deposited. 2.2. Except as expressly provided in this Paragraph 2.2, the funding of the Settlement Amount shall be the full and sole monetary contribution made by or on behalf of the Defendants and the Released Defendant Persons in connection with the Settlement, and Defendants shall have no responsibility for payment of Plaintiff’s Counsel’s attorneys’ fees and expenses or any other amounts in connection with the Settlement memorialized herein beyond payment of the Settlement Amount. All costs of notice and administration of the Settlement, other than any costs associated with Defendants’ obligation under 28 U.S.C. § 1715(b) to provide notice under the Class Action Fairness Act of 2005 (“CAFA”) and any costs incurred by Defendants in connection with providing Cerence’s stock transfer records, shall be paid out of the Escrow Account. Notwithstanding the fact that the Effective Date has not yet occurred, Lead Counsel may pay from the Escrow Account the actual costs of Notice and Administration Expenses up to Three Hundred Thousand Dollars ($300,000.00) without further order of the Court. Other than the costs of Defendants’ providing Xxxxxxx’s stock transfer records and disseminating CAFA notice, which costs shall be paid by Defendants, Defendants shall have no responsibility for Notice and Administration Expenses of the Settlement in excess of the Settlement Amount. Except as otherwise provided in this Stipulation with respect to payment of the Fee and Expense Award and the ...

The Settlement Fund. 6.1 Class Counsel will establish an interest-bearing escrow account to serve as the Settlement Fund at Huntington Bancshares, Inc. or another financial institution approved by Class Counsel and Hometrust’s Counsel, which shall be maintained pursuant to Treasury Regulation § 1.468B-1, et seq. 6.2 By no later than seven days prior to filing the Motion for Preliminary Approval of this Agreement, Hometrust will deposit $700,000 into the Settlement Fund. 6.3 As described in this Agreement, the Settlement Fund shall be the sole source of monetary funds for all relief referenced below and shall be used by the Settlement Administrator to pay for: (a) Taxes and Tax-Related Expenses; (b) Economic Loss Claims, Attested Time Claims, and Cash Payments; (c) Credit Monitoring; (d) Notice and Administrative expenses; (e) Representative Plaintiff’s Service Awards; (f) Class Counsel’s Attorneys’ Fees, Costs, and Expenses; and (g) Any other remuneration called for by this Agreement, other than Hometrust’s expenses and attorneys’ fees related to this Action. 6.4 No amounts may be withdrawn from the Settlement Fund unless (i) expressly authorized by this Agreement; or (ii) approved by the Court, except that up to $100,000 may be used to provide the Settlement Class Members notice under the notice plan approved by the Court and to pay for administrative expenses. The Settlement Administrator shall be frugal and prudent in incurring notice and administrative expenses. 6.5 All funds held in the Qualified Settlement Fund shall be deemed to be in the custody of the Court upon the deposit of those funds until such time as the funds shall be distributed to Settlement Class Members or used as otherwise disbursed pursuant to this Agreement and/or further order of the Court. 6.6 The Parties agree that the Settlement Fund is intended to be maintained within the meaning of Treasury Regulation § 1.468B-1, and that the Settlement Administrator shall be responsible for filing tax returns and any other tax reporting for or in respect of the Settlement Fund and paying from the Settlement Fund any Taxes and Tax-Related Expenses owed with respect to the Settlement Fund. The Parties agree that the Settlement Fund shall be treated as an escrow account from the earliest date possible and agree to any relation-back election required to treat the Settlement Fund as an escrow account from the earliest date possible. 6.7 All Taxes and Tax-Related Expenses shall be paid out of the Settlement Fund and sh...

The Settlement Fund. 29. Releasors’ sole recourse for settlement and satisfaction against the Releasees of all Released Claims is against the Settlement Amount, and Releasors shall have no other recovery against XXXXX Xxxx or any other Releasee. For the avoidance of doubt, this Paragraph 29 shall not affect XXXXX Behr’s obligation to provide the cooperation in Paragraphs 33-46.‌ 30. After this Agreement becomes final within the meaning of Paragraph 21, the Settlement Fund shall be distributed in accordance with a plan to be submitted to the Court at the appropriate time by Settlement Class Counsel, subject to approval by the Court. In no event shall any Releasee have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such distribution and administration except as expressly otherwise provided in Paragraph 28 of this Agreement. 31. End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and indemnified solely out of the Settlement Fund for all expenses and costs, as provided by Court order. XXXXX Xxxx and the other Releasees shall not be liable for any costs, fees, or expenses of any of End-Payor Plaintiffs’ or the Settlement Class’s respective attorneys, experts, advisors, agents, or representatives, but all such costs, fees, and expenses as approved by the Court shall be paid out of the Settlement Fund. 32. Settlement Class Counsel’s Attorneys’ Fees, Reimbursement of Expenses, and Incentive Awards for Class Representatives. (a) Settlement Class Counsel may submit an application or applications to the Court (“Fee and Expense Application”) for: (i) an award of attorneys’ fees not in excess of one- third of the Settlement Fund; plus (ii) reimbursement of expenses and costs incurred in connection with prosecuting the Action and incentive awards, plus interest on such attorneys’ fees, costs, and expenses at the same rate and for the same period as earned by the Settlement Fund (until paid), as may be awarded by the Court (“Fee and Expense Award”). Settlement Class Counsel reserves the right to make additional applications for Court approval of fees and expenses incurred and reasonable incentive awards, but in no event shall XXXXX Behr or any other Releasees be responsible to pay any such additional fees and expenses except to the extent they are paid out of the Settlement Fund. (b) Subject to Court approval, En...

The Settlement Fund. 15 (a) Before the Court issues the final approval order, disbursements for Administration 16 Expenses may be made by Class Counsel from the Settlement Fund as follows. Approval by the 17 Court or Endo shall not be required for payment of Administration Expenses, including the taxes, 18 professional fees and other expenses related to maintaining the Escrow Account, for amounts of 19 less than $500,000 in the aggregate, although upon Xxxx’s request Class Counsel will identify 20 any such payments. Disbursements from the Settlement Fund that would equal or exceed 21 $500,000 in the aggregate may be made only with prior approval of Endo or the Court. If the 22 Settlement Agreement is disapproved, terminated, or fails to become effective, previously 23 disbursed Administration Expenses shall not be refunded to Endo.

The Settlement Fund. 25. The Settlement Fund shall at all times be subject to the jurisdiction of the Court. Before the Court issues a final order approving this Agreement, disbursements for reasonable expenses (not including attorneys' fees) associated with the following may be made from the Settlement Fund as directed by Class Counsel: providing notice of the settlement to the Settlement Class, administering the settlement, and any payments and expenses incurred in connection with taxation matters relating to the settlement and this Agreement as addressed by paragraph 30 of this Agreement. Such reasonable expenses shall not be refundable to Southfield in the event the Agreement is disapproved, rescinded, or otherwise fails to become effective. In no event shall Southfield have any liability with respect to the giving of notice of this settlement to Settlement Class members, including, but not limited to, the expense and cost of such notice. 26. After the Effective Date, Plaintiffs and Class Counsel shall have the right to seek, and Southfield shall not oppose, Court approval of payments from the Settlement Fund for distribution to Settlement Class members or to reimburse Class Counsel for reasonable expenditures made or to be made by Class Counsel in the prosecution of the Action against the Other Defendants. In no event shall Southfield have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such distribution and administration. 27. Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all fees and expenses including, but not limited to, attorneys' fees and expenses. Plaintiffs and Class Counsel shall have the right to seek, and Southfield shall not oppose, the Court's approval of the payment of attorneys' fees in an amount not to exceed 33 1/3 % of the Settlement Amount, and reimbursement of reasonable expenses, to be paid from the Settlement Fund. No attorneys' fees or expenses, other than the reimbursement of any costs or expenses advanced by Class Counsel associated with providing notice of the settlement to the Settlement Class, administering the settlement, or in connection with taxation matters relating to the settlement and this Agreement as addressed by paragraph 30 of this Agreement, shall be paid to Class Counsel prior to the Effective Date. Southfield shall not be liable for any...

The Settlement Fund. 3.1 Settling Defendant shall pay or cause to be paid the Settlement Amount by wire transfer into the Escrow Account controlled by the Escrow Agent within fourteen (14) days of the Court’s entry of the Preliminary Approval Order, provided that the time by which Settling Defendant must pay into the Escrow Account does not begin to run until Co-Lead Counsel has provided Settling Defendant with such information as Settling Defendant may require to complete the wire transfer. 3.2 Class Plaintiffs shall have the right, but not the obligation, to terminate the Agreement after the failure of Settling Defendant to timely pay the Settlement Amount in accordance with Paragraph 3.1, if Settling Defendant fails to cure such failure within ten (10) business days of receiving a written notice from Co-Lead Counsel demanding such cure. 3.3 Except as required by Paragraph 3.1 concerning payment of the Settlement Amount, and except as provided in Paragraph 10.4 concerning refund upon termination of the Settlement, Settling Defendant shall have no responsibility for any other costs, including any attorneys’ fees and expenses, Settlement Class Notice and Administration Expenses, or any Taxes or tax-related costs, but all such fees, expenses, and costs shall be paid from the Settlement Fund, as approved by the Court. 3.4 The Settlement is non-recapture, i.e., it is not a claims-made settlement, and except as provided in Section 10, upon the final approval of the Settlement, Settling Defendant shall not have any right to the return of the Settlement monies. The Settlement claims process will be administered by an independent Claims Administrator.