Common use of The Settlement Fund Clause in Contracts

The Settlement Fund. 2.1 Defendants shall cause the Settlement Amount to be transferred to an account controlled by the Escrow Agent no later than fourteen (14) calendar days following entry of the Order Preliminarily Approving Settlement and Providing for Notice in the form of Exhibit A attached hereto (the “Notice Order”), provided that Lead Counsel has (i) submitted to Defendants’ counsel an IRS Form W-9 for the Escrow Account and complete wire or check written instructions for payment to the Escrow Account, and (ii) provided verbal confirmation of the written instructions. These funds, together with any interest and income earned thereon once transferred, shall constitute the Settlement Fund. Defendant Plank shall have no liability to pay any portion of the Settlement Amount. The Settlement Amount represents the entirety of Defendants’ financial obligations under this Stipulation and in connection with this Settlement, meaning that it includes all attorney’s fees and expenses, Notice and Administration Costs (as defined in ¶2.9, infra), Taxes and Tax Expenses, and costs of any kind whatsoever associated with the Settlement. The full payment of the entire Settlement Amount into the Escrow Account in accordance with this paragraph fully discharges Defendants’ financial obligations under this Stipulation and in connection with the Settlement, meaning that none of the Defendants shall have any other obligation to make any payment into the Escrow Account or to the Class or any Class Member, or any other Person, under this Stipulation or as part of the Settlement once the payment described in this paragraph has been made. 2.2 If the entire Settlement Amount is not deposited into the Escrow Account in accordance with ¶2.1, Lead Counsel may terminate the Settlement but only if: (i) Defendants have received from Lead Counsel written notice of Lead Counsel’s intention to terminate the Settlement; and (ii) the entire Settlement Amount is not transferred to the Escrow Account within three (3) business days after Lead Counsel has provided such written notice.

The Settlement Fund. 2.1 Defendants 2.1. Cerence, on behalf of all Defendants, shall transmit or cause the Settlement Amount to be transferred transmitted, by check, ACH or wire transfer, Thirty Million Dollars ($30,000,000.00) (the “Settlement Amount”) in cash into an escrow account to an account be maintained and controlled by Lead Counsel (the “Escrow Agent no Account”) within twenty (20) business days of the later than fourteen of (14i) calendar days following the date of entry of the Order Preliminarily Approving Settlement Court order granting preliminary approval of the Settlement; or (ii) the provision of complete written wire, ACH and Providing for Notice in check payment instructions (and any forms reasonably requested by any payor of a portion of the form of Exhibit A attached hereto (the “Notice Order”), provided that settlement amount) by Lead Counsel has (i) submitted to Defendants’ counsel an 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 Form W-9 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 complete wire sole monetary contribution made by or check written instructions 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 (ii$300,000.00) provided verbal confirmation without further order of the written instructionsCourt. These fundsOther than the costs of Defendants’ providing Xxxxxxx’s stock transfer records and disseminating CAFA notice, together 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 any interest respect to payment of the Fee and income earned thereon once transferred, shall constitute Expense Award and the Lead Plaintiff’s Cost and Expense Award out of the Settlement Fund, the Parties shall bear their own costs and expenses (including attorneys’ fees) in connection with effectuating the Settlement and securing all necessary Court orders and approvals with respect to the same. In the event that the Settlement is terminated pursuant to the terms of this Stipulation, all authorized Notice and Administration Expenses paid or incurred, including any related fees, shall not be returned or repaid to Defendants, any of the other Released Defendant Plank shall have no liability to pay Persons, or any other person or entity who or which paid any portion of the Settlement Amount. 2.3. The Settlement Amount represents is not a claims-made settlement. Upon the entirety of Defendants’ financial obligations under this Stipulation and in connection with this Settlement, meaning that it includes all attorney’s fees and expenses, Notice and Administration Costs (as defined in ¶2.9, infra), Taxes and Tax Expenses, and costs of any kind whatsoever associated with the Settlement. The full payment occurrence of the entire Settlement Amount into the Escrow Account in accordance with this paragraph fully discharges Defendants’ financial obligations under this Stipulation and in connection with the SettlementEffective Date, meaning that none of the Defendants shall have any other obligation to make any payment into the Escrow Account or to the Class or any Class Memberno Defendant, Released Defendant Person, or any other Person, under this Stipulation person or as part entity who or which paid any portion of the Settlement once Amount shall have any right to the payment described in this paragraph has been made. 2.2 If the entire Settlement Amount is not deposited into the Escrow Account in accordance with ¶2.1, Lead Counsel may terminate return of the Settlement but only if: Fund or any portion thereof for any reason whatsoever, including without limitation, the number of Claim Forms submitted, the collective amount of Recognized Claims of Authorized Claimants (i) Defendants have received as that term is defined in the Notice), the percentage of recovery of losses, or the amounts to be paid to Authorized Claimants from Lead Counsel written notice of Lead Counsel’s intention to terminate the Settlement; and (ii) the entire Net Settlement Amount is not transferred to the Escrow Account within three (3) business days after Lead Counsel has provided such written noticeFund.

The Settlement Fund. 2.1 a. Subject to the terms and conditions of this Settlement Agreement and the Escrow Agreement (as defined below), within thirty (30) business days after entry by the Court of the Preliminary Approval Order without material change, and upon receipt from Plaintiffs’ Counsel of wiring instructions on the recipient’s letterhead that include the bank name and ABA routing number, account name, and account number, and a signed Form W-9 reflecting a valid taxpayer identification number for the qualified settlement account in which the funds are to be deposited, Defendants shall cause deposit the “Settlement Amount to be transferred to Fund Amount” (as defined below) into an escrow account controlled by the Escrow Agent no later than fourteen (14) calendar days following entry of the Order Preliminarily Approving Settlement and Providing for Notice in the form of Exhibit A attached hereto (the “Notice OrderEscrow Account”) held and administered by First State Trust Company (the “Escrow Agent”). The Settlement Fund Amount shall be one hundred twenty-six million, provided that Lead Counsel has eight hundred fifty thousand dollars (i) submitted to Defendants’ counsel an IRS Form W-9 for $126,850,000.00). The Settlement Fund Amount deposited by Defendants into the Escrow Account and complete wire any accrued interest after deposit shall become part of and shall be referred to as the “Settlement Fund.” b. If the Settlement is approved by the Court and becomes final as provided for in Paragraph 6, and one or check written instructions more Exforge Direct Purchaser(s) had properly excluded itself (themselves) from the Direct Purchaser Class (other than a Retailer Plaintiff or any federal governmental entities) prior to the expiration of the opt-out period prescribed by the Court, the pro rata share(s) for payment such Exforge Direct Purchaser(s) plus any accrued interest attributable to such pro rata share(s) and less any taxes attributable to such pro rata share(s), shall be returned to Novartis within eight (8) business days of the Settlement becoming final as provided for in Paragraph 6. c. The Escrow Account shall be established and administered pursuant to the Escrow Account, Agreement attached hereto as Exhibit D (the “Escrow Agreement”). It is intended that the Escrow Account be treated as a “qualified settlement fund” for federal income tax purposes pursuant to Treas. Reg. § 1.468B-1 and (ii) provided verbal confirmation that any taxes due as a result of the written instructions. These funds, together with any interest and income earned thereon once transferred, shall constitute by the Settlement Fund will be paid from the Settlement Fund. Defendant Plank Except as otherwise expressly permitted by Paragraph 3(d)(4) of the Escrow Agreement, the Escrow Agent shall have no liability disburse funds from the Escrow Account only pursuant to and consistent with the express terms of this Settlement Agreement, the Preliminary Approval Order, the Final Judgment and Order, the Escrow Agreement, and as expressly authorized by any other applicable order of the Court. Interest earned by the Settlement Fund shall become part of the Settlement Fund, less any taxes imposed on such interest. d. The Settlement Fund shall be available for distributions to members of the Direct Purchaser Class upon the Settlement becoming final pursuant to Paragraph 6 of this Settlement Agreement, subject to deductions for payments of: (1) reasonable attorneys’ fees, costs and expenses approved by the Court (and any interest awarded thereon); (2) any Court-approved service awards to the Named Plaintiffs; (3) taxes payable on the Settlement Fund; and (4) any and all administrative and notice expenses associated with this litigation or the Settlement. e. The total consideration that Novartis will pay any for this Settlement shall be the Settlement Fund Amount only. No portion of the Settlement AmountFund Amount shall constitute, or shall be construed as constituting, a payment in lieu of treble damages, fines, penalties, punitive damages or forfeitures. The Settlement Amount represents the entirety of Defendants’ financial obligations under this Stipulation and in connection with this SettlementNovartis shall have no liability, meaning that it includes all attorney’s fees and expensesobligation, Notice and Administration Costs (as defined in ¶2.9, infra), Taxes and Tax Expenses, and costs or responsibility of any kind whatsoever associated with the Settlement. The full payment of the entire Settlement Amount into the Escrow Account in accordance with this paragraph fully discharges Defendants’ financial obligations under this Stipulation and in connection with the Settlementinvestment, meaning that none of the Defendants shall have any other obligation to make any payment into the Escrow Account disbursement, oversight, allocation or to the Class or any Class Member, or any other Person, under this Stipulation or as part distribution of the Settlement once Fund, and shall not be responsible for disputes relating to the payment described in this paragraph has been made. 2.2 If the entire Settlement Amount is not deposited into the Escrow Account in accordance with ¶2.1amount, Lead Counsel may terminate allocation, or distribution of any fees or expenses. Further, after paying the Settlement Fund Amount, Novartis shall not be liable for any additional payments to Named Plaintiffs, Plaintiffs’ Counsel, or the Direct Purchaser Class pursuant to this Settlement Agreement. Novartis shall not be liable for any costs, attorneys’ fees, other fees, or expenses of any of Named Plaintiffs’ or the Direct Purchaser Class’s respective attorneys, experts, advisors, agents, or representatives, but only if: (i) Defendants have received from Lead Counsel written notice all such costs, fees, and expenses as approved by the Court shall be paid out of Lead Counsel’s intention to terminate the Settlement; and (ii) the entire Settlement Amount is not transferred to the Escrow Account within three (3) business days after Lead Counsel has provided such written noticeFund.

The Settlement Fund. 2.1 51. In exchange for the dismissal of the Complaint with prejudice, and the Released Claims as provided in Section XV herein, Defendants will make available the Settlement Fund, from which payment of Settlement Class Member claims, Administration and Notice Costs, CAFA notice costs, the Fee Award and Expenses, and Service Awards will be made. The Settlement Fund is the maximum amount Defendants shall cause be obligated to pay under this Settlement. The failure of Defendants to make the funds available as called for in this Agreement will be considered a material breach of the Agreement by Defendants. The Settlement Fund will be used to fund the settlement provisions listed herein. Except as provided in this Agreement regarding the Settlement Amount Fund, Defendants shall have no responsibility for costs and expenses incurred by Plaintiffs, Class Counsel, the Settlement Administrator, or any Settlement Class Members. 52. Within thirty (30) Days after the Preliminary Approval Order is entered, Defendants will cause at least $5,000,000 to be transferred to an account controlled by the Escrow Agent no later than fourteen (14) calendar days following entry of the Order Preliminarily Approving Settlement and Providing for Notice in the form of Exhibit A attached hereto (the “Notice Order”), provided that Lead Counsel has (i) submitted to Defendants’ counsel an IRS Form W-9 for the Escrow Account and complete wire or check written instructions for payment to the Escrow Account, and (ii) provided verbal confirmation of the written instructions. These funds, together with any interest and income earned thereon once transferred, shall constitute released into the Settlement Fund. Defendant Plank No payment for Administration and Notice Costs shall be made until thirty (30) Days after the Court enters the Preliminary Approval Order. Defendants will cause the transfer of the balance of the $16,000,000 into the Settlement Fund within thirty (30) Days after the Effective Date. 53. The Settlement Payment is to be deposited in an interest-bearing bank escrow account (the “Escrow Account”) established at Western Alliance Bank (the “Escrow Agent”) and administered by the Settlement Administrator. The Escrow Account shall be held in a Qualified Settlement Fund (defined below) in interest-bearing bank account deposits with commercial banks with excess capital exceeding One Billion United States Dollars and Zero Cents ($1,000,000,000.00), with a rating of “A” or higher by S&P and in an account that is fully insured by the United States Government or the FDIC. The Settlement Fund will be used to pay Approved Claims, Administration and Notice Costs, CAFA Notice costs, the Fee Award and Expenses, and Service Awards. 54. All interest on the funds in the Escrow Account shall accrue to the benefit of the Settlement Class. Any interest shall not be subject to withholding and shall, if required, be reported appropriately to the Internal Revenue Service by the Settlement Administrator. The Administrator is responsible for the payment of all Taxes. 55. The funds in the Escrow Account shall be deemed a “qualified settlement fund” within the meaning of Treasury Regulation § 1.468B-1 at all times after the creation of the Escrow Account. All Taxes shall be paid out of the Escrow Account. Defendants, Defendants’ Counsel, Plaintiffs, and Class Counsel shall have no liability or responsibility for any of the Taxes. The Escrow Account shall indemnify and hold Defendants, Defendants’ Counsel, Plaintiffs, and Class Counsel harmless for all Taxes (including, without limitation, Taxes payable by reason of any such indemnification). For the purpose of the Internal Revenue Code and the Treasury Regulations thereunder, the Settlement Administrator shall be designated as the “administrator” of the Settlement Fund. The Settlement Administrator shall timely and properly file all informational and other tax returns necessary or advisable with respect to pay the Settlement Fund (including, without limitation, the returns described in Treasury Regulation § 1.468B-2(k)). Such returns (as well as the election described in the previous paragraph) shall be consistent with this paragraph and in all events shall reflect that all taxes (including the Taxes, any estimated Taxes, interest, or penalties) on the income earned by the Settlement Fund shall be paid out of the Settlement Fund as provided herein. The Settlement Administrator shall maintain control over the Settlement Fund and shall be responsible for all disbursements. The Settlement Administrator shall not disburse any portion of the Settlement Amount. The Settlement Amount represents the entirety of Defendants’ financial obligations under Fund except as provided in this Stipulation Agreement and in connection with this Settlement, meaning that it includes all attorney’s fees and expenses, Notice and Administration Costs (as defined in ¶2.9, infra), Taxes and Tax Expenses, and costs of any kind whatsoever associated with the Settlement. The full payment written agreement of Class Counsel and Defendant’s Counsel or by order of the entire Court. All funds held by the Settlement Amount into the Escrow Account Administrator shall be deemed and considered to be in accordance with this paragraph fully discharges Defendants’ financial obligations under this Stipulation and in connection with the Settlement, meaning that none custodia legis of the Defendants Court and shall have any other obligation to make any payment into the Escrow Account or remain subject to the Class or any Class Member, or any other Person, under this Stipulation or as part jurisdiction of the Settlement once Court, until such time as such funds shall be distributed pursuant to this Agreement or further order of the payment described in this paragraph has been madeCourt. 2.2 If the entire Settlement Amount is not deposited into the Escrow Account in accordance with ¶2.1, Lead Counsel may terminate the Settlement but only if: (i) Defendants have received from Lead Counsel written notice of Lead Counsel’s intention to terminate the Settlement; and (ii) the entire Settlement Amount is not transferred to the Escrow Account within three (3) business days after Lead Counsel has provided such written notice.

The Settlement Fund. 2.1 Defendants (a) The Settlement Fund shall cause the Settlement Amount to be transferred to established as an escrow account controlled and administered by the Escrow Agent no later than fourteen (14) calendar days following entry of Agent, subject to approval by the Order Preliminarily Approving Settlement and Providing for Notice in the form of Exhibit A attached hereto (the “Notice Order”), provided that Lead Counsel has (i) submitted to Defendants’ counsel an IRS Form W-9 for the Escrow Account and complete wire or check written instructions for payment to the Escrow Account, and (ii) provided verbal confirmation of the written instructions. These funds, together with any interest and income earned thereon once transferred, shall constitute the Settlement Fund. Defendant Plank shall have no liability to pay any portion of the Settlement AmountCourt. The Settlement Amount represents Fund shall be administered pursuant to this Agreement and subject to the entirety Court’s continuing supervision and control. No monies shall be paid from the Settlement Fund without the specific authorization of DefendantsLender Plaintiffs’ financial obligations under this Stipulation Counsel and either the Court or the Settling Defendant. Counsel for the Parties agree to cooperate, in connection good faith, to form an appropriate escrow agreement in conformance with this SettlementAgreement. (b) In consideration of the full release and discharge of all claims, meaning that it includes all attorney’s fees and expenses, Notice and Administration Costs (as defined in ¶2.9, infra), Taxes and Tax Expenses, and costs of any kind whatsoever associated with the Settlement. The full payment of Settling Defendant will cause to be wired the entire Settlement Amount into within fifteen (15) business days of when the Escrow Account in accordance Court enters the Preliminary Approval Order, provided within five (5) business days following the date such court order is entered, Lender Plaintiffs’ Counsel shall provide Settling Defendant’s Counsel with this paragraph fully discharges Defendantssuch information as the Settling Defendant may require to complete the wire transfer. Should Lender Plaintiffs’ financial obligations under this Stipulation and in connection with Counsel provide such information later than five (5) business days, the Settlement, meaning that none Settling Defendant shall cause the payment to be made within ten (10) business days after the information is provided. None of the Defendants Released Parties shall have any other obligation to make any payment into the Escrow Account or further payment. (c) Without prejudice to the Class Lender Plaintiffs’ right to seek enforcement of this Agreement by motion or any Class Memberotherwise, or any other Person, under this Stipulation or as part of if the Settlement once the payment described in this paragraph has been made. 2.2 If the entire Settlement Amount is not deposited into timely transferred to the Escrow Account in accordance with ¶2.1escrow account, Lead Lender Plaintiffs’ Counsel may terminate this Agreement if the Settlement but only if: following occur: (i) Defendants have received from Lead Lender Plaintiffs’ Counsel written notice has notified the Settling Defendant’s Counsel in writing of Lead Lender Plaintiffs’ Counsel’s intention to terminate the Settlementthis Agreement; and and (ii) the The entire Settlement Amount is not transferred to the Escrow Account Settlement Fund within three ten (310) business days after Lead Lender Plaintiffs’ Counsel has provided such written notice. (d) The Settlement Fund shall be invested exclusively in accounts backed by the full faith and credit of the United States Government or fully insured by the United States Government or an agency thereof, including a U.S. Treasury Fund or a bank account that is either: (i) fully insured by the Federal Deposit Insurance Corporation (“FDIC”); or (ii) secured by instruments backed by the full faith and credit of the United States Government. The proceeds of these accounts shall be reinvested in similar instruments at their then-current market rates as they mature. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund. (e) All funds held by the Escrow Agent 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 this Agreement and the Plan of Distribution approved by the Court. (f) The Settlement Fund shall be applied as follows: (i) To pay any Fee and Expense Award, if and to the extent allowed by the Court; (ii) To pay all the costs and expenses reasonably and actually incurred in connection with providing Class Notice and the administration of the settlement, including, without limitation, locating members of the Settlement Class, soliciting Lender Class Members’ claims, assisting with the filing of claims, administering and distributing the Net Settlement Fund to Authorized Claimants, and processing proof of claim and release forms; (iii) To pay the Taxes and tax expenses described in Paragraph 12 hereof; (iv) To pay any other Court approved fees and expenses including Lender Plaintiffs’ Counsel out-of-pocket expenses, compensatory awards and disbursements; and (v) To distribute the balance of the Settlement Fund (the “Net Settlement Fund”) to Authorized Claimants as allowed by the Court pursuant to the Class Distribution Order. (g) Lender Plaintiffs’ Counsel may pay from the Settlement Fund, without further approval from the Settling Defendant or further order of the Court, all Notice and Administration Costs actually incurred and paid or payable; provided, however, that Class Counsel may only pay up to $125,000 in Notice and Administration Costs prior to the Settlement Fairness Hearing without further Court approval. Such costs and expenses shall include, without limitation, the actual costs of printing and mailing the Notice and Claim Form, publishing the Summary Notice, reimbursements to nominee owners for forwarding the Notice and Claim Form to their beneficial owners, the administrative expenses incurred and fees charged by the Claims Administrator in connection with providing notice, administering the Settlement (including processing submitted Claims), and the fees, if any, of the Escrow Agent. (h) With the object of reducing the costs of Class Notice, Lender Plaintiffs’ Counsel shall use their reasonable best efforts to coordinate the provision of Class Notice pertaining to this Agreement with the provision of notice for any other settlements that may be reached, and any expenses related thereto shall be apportioned based on the number of settling parties (counting affiliated entities as one party for this purpose). Any Notice and Administration Costs incurred or invoiced on or after the execution of this Settlement shall be shared proportionately among all Defendants that have settled with Lender Plaintiffs based on their respective settlement amounts. In all events, the Settling Defendant shall have no liability for the costs of provision of notice beyond those set forth in Paragraph 10(g). (i) At the discretion of Lender Plaintiffs’ Counsel, in consultation with the Claims Administrator, the Net Settlement Fund in this Settlement may be held for future distribution with net settlement funds from other settlements either already entered into or to be entered into in the future in the Action. (j) The Settling Defendant shall have no responsibility for any other costs, including, as further detailed in this Agreement, any attorneys’ fees and expenses, service awards, or any Taxes or tax-related costs relating to the Settlement Fund, but all such fees, expenses, and costs shall be paid from the Settlement Fund, as approved by the Court. (k) Lender Plaintiff’s Counsel shall be responsible for arranging for class notice, claims administration, and distribution of the settlement funds, and for obtaining any needed court approvals. Settling Defendant shall be provided the opportunity for comment. (l) If the Settlement does not become final, the entire amount paid or caused to be paid by the Settling Defendant plus all accrued interest, less the Notice and Administration Costs up to a maximum of $125,000, shall be returned to the Settling Defendant, within ten (10) business days of termination.

The Settlement Fund. 2.1 Defendants shall cause 7. Pursuant to the Settlement Amount Agreement, Defendants and/or the Insurers shall deposit a total of fourteen million and 00/100 dollars ($14,000,000.00) into the Settlement Fund as set forth in and per the terms of the Settlement Agreement. The Settlement Fund will be maintained by the Settlement Administrator for the benefit of the Settlement Class and Class Counsel and will be disbursed to the Settlement Class and Class Counsel by the Settlement Administrator pursuant to the terms of the Settlement Agreement and as set forth herein. All of the monies deposited by Defendants and/or the Insurers into the Settlement Fund will be placed in an interest-bearing escrow account established and maintained by the Settlement Administrator. The interest generated, if any, will accrue to the benefit of the Settlement Class and is to be transferred to an account controlled by the Escrow Agent no later than fourteen (14) calendar days following entry of the Order Preliminarily Approving Settlement and Providing for Notice in the form of Exhibit A attached hereto (the “Notice Order”), provided that Lead Counsel has (i) submitted to Defendants’ counsel an IRS Form W-9 for the Escrow Account and complete wire or check written instructions for payment to the Escrow Account, and (ii) provided verbal confirmation of the written instructions. These funds, together with any interest and income earned thereon once transferred, shall constitute added into the Settlement Fund. Defendant Plank Defendants shall have make deposits into the Settlement Fund in accordance with the following schedule: a. Within fifteen (15) days of the entry of the Preliminary Approval Order, Defendants will disburse to the Settlement Administrator two hundred fifty thousand dollars ($250,000) of the Settlement Fund to be used by the Settlement Administrator for preliminary Settlement Administration Costs, including the costs to complete the Class Notice Plan, establish and maintain the Settlement Website, establish and maintain a toll-free number for questions by class members, as well as any other initial administration costs to the Parties. To the extent that additional Settlement Administration Costs are incurred after this initial payment, but before the Effective Date, the Settlement Administrator will bill, and Defendants shall pay, such additional costs. For any additional costs of Settlement Administration that are paid by Defendants, Defendants shall receive a credit against the amounts required to be paid into the Settlement Fund, such that the total amount paid by Defendants shall equal, but in no liability circumstances exceed, Fourteen Million and 00/100 Dollars ($14,000,000.00). b. All Settlement Administration Costs will be drawn from the Settlement Fund by the Settlement Administrator, subject to pay the written approval of Defendants (via their counsel) and Class Counsel. 8. The Settlement Fund will constitute Defendants’ exclusive payment obligation under the Settlement Agreement and will be used to pay: (a) Settlement Shares paid to Settlement Class Members, as prescribed by the Settlement Agreement; (b) any Fee Award to Class Counsel, as awarded by the Court; and (c) any Service Awards to the Class Representatives, as awarded by the Court; (d) Settlement Administration Costs, including costs of notice. No portion of the Settlement AmountFund will be returned to Defendants, except as provided in Section 12 (“Termination of the Agreement”) of the Settlement Agreement. 9. Any distribution of the Settlement Fund to the Settlement Class or any other person, other than the Settlement Administrator pursuant to the terms hereof, shall be made by the Settlement Administrator and shall commence only after the Effective Date pursuant to the terms of the Settlement Agreement. The Aggregate Fees, Costs, and Expenses shall be paid from the Settlement Amount represents Fund prior to any distribution of Settlement Shares to the entirety Settlement Class. The remainder of Defendants’ financial obligations under this Stipulation the Settlement Fund shall be used to pay Settlement Shares in accordance with the provisions of the Settlement Agreement and in connection with this Settlementas set forth herein. 10. If the Settlement Agreement is not approved or for any reason the Effective Date does not occur, meaning no payments or distributions of any kind shall be made, other than payments to the Settlement Administrator for services rendered and costs incurred. 11. The Court finds that it includes all attorney’s fees and expenses, Notice and Administration Costs (the Settlement Fund is a “qualified settlement fund” as defined in ¶2.9, infra), Taxes and Tax Expenses, and costs of any kind whatsoever associated with the Settlement. The full payment Section l.468B-1 of the entire Settlement Amount into the Escrow Account Treasury Regulations in accordance with this paragraph fully discharges Defendants’ financial obligations under this Stipulation and in connection with the Settlement, meaning that none it satisfies each of the Defendants shall have any other obligation following requirements: (a) The escrow account for the Settlement Fund is established pursuant to make any payment into the Escrow Account or this Order and is subject to the Class continuing jurisdiction of this Court; (b) The escrow account for the Settlement Fund is established to resolve or any Class Membersatisfy one or more Approved Claims that have resulted or may result from an event that has occurred and that has given rise to at least one Approved Claim asserting liability arising out of an alleged violation of law; and (c) The assets of the escrow account for the Settlement Fund shall be the only assets in the escrow account of the Defendant, or any other Personthe transferors of the payment to the Settlement Fund. 12. Under the “relation back” rule provided under Section 1.468B-1(j)(2)(i) of the Treasury Regulations, under the Court finds that: (a) The escrow account for the Settlement Fund meets the requirements of paragraphs 12(b) and 12(c) of this Stipulation or as part Order prior to the date of this Order approving the establishment of the Settlement once Fund subject to the payment described in continued jurisdiction of this paragraph has been made.Court; and 2.2 If the entire Settlement Amount is not deposited into the Escrow Account in accordance with ¶2.1, Lead Counsel may terminate (b) Defendants and the Settlement but only if: (i) Defendants have received from Lead Counsel written notice Administrator may jointly elect to treat the escrow account for the Settlement Fund as coming into existence as a “qualified settlement fund” on the later of Lead Counsel’s intention to terminate the Settlement; and (ii) date the entire escrow account for the Settlement Amount Fund met the requirements of paragraph 12 of this Order or January 1 of the calendar year in which all of the requirements of paragraph 12 of this Order are met. If such a relation-back election is not made, the assets held by the Settlement Fund on such date shall be treated as having been transferred to the Escrow Account within three (3) business days after Lead Counsel has provided such written noticeescrow account on that date.