Common use of The Settlement Fund Clause in Contracts

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, End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation expenses and incentive awards. Attorneys’ fees 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 Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of expenses is reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 26(h) or Paragraph 47. (c) The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs, and expenses, and incentive awards for class representatives to be paid out of the Settlement Fund is not part of this Agreement, and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement. Any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order shall not operate to terminate or cancel this Agreement, or affect the finality of the final approval of the settlement. (d) Neither XXXXX Xxxx nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel and/or End-Payor Plaintiffs of any Fee and Expense Award in the Action. (e) Neither XXXXX Behr nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, End-Payor Plaintiffs, and/or any other person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Action.

The Settlement Fund. 2931. In addition to Cooperation and Conduct Relief, Releasors’ sole recourse for settlement and satisfaction against the Releasees of all Released Claims is against the Releasee is the Settlement AmountFund, and Releasors shall have no other recovery against XXXXX Xxxx Faurecia or any other Releasee. For Releasee other than the avoidance of doubt, this Paragraph 29 shall not affect XXXXX Behr’s obligation to provide the cooperation in Paragraphs 33-46.‌Settlement Fund. 3032. After this Agreement becomes final within the meaning of Paragraph 2122, 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 30 of this Agreement. 3133. 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 orderOrder. XXXXX Xxxx Faurecia and the other Releasees shall not be liable for any costs, fees, or expenses of any of End-Payor Plaintiffs’ 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. 3234. Settlement Class Counsel’s Attorneys’ Fees, Reimbursement of Expenses, and Incentive Awards for Class Representatives. (a) Settlement Class Counsel may may, at a time to be determined in its sole discretion after preliminary approval of this Agreement, submit an application or applications to the Court (“Fee and Expense Application”) forfor the following payments to be made to Settlement Class Counsel after this Agreement becomes final: (i) an award of attorneys’ fees not in excess of one- 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, End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation expenses and incentive awards. Attorneys’ fees 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 Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of expenses is reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 26(h) or Paragraph 47. (c) The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs, and expenses, and incentive awards for class representatives to be paid out of the Settlement Fund is not part of this Agreement, and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement. Any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order shall not operate to terminate or cancel this Agreement, or affect the finality of the final approval of the settlement. (d) Neither XXXXX Xxxx nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel and/or End-Payor Plaintiffs of any Fee and Expense Award in the Action. (e) Neither XXXXX Behr nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, End-Payor Plaintiffs, and/or any other person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Action.

The Settlement Fund. 2930. In addition to the Cooperation, Releasors’ sole recourse for settlement and satisfaction against the Releasees of all Released Claims against the Releasees is against the Settlement AmountFund, and Releasors shall have no other recovery against XXXXX Xxxx Faurecia or any other Releasee. For Releasee other than the avoidance of doubt, this Paragraph 29 shall not affect XXXXX Behr’s obligation to provide the cooperation in Paragraphs 33-46.‌Settlement Fund. 3031. 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 Paragraphs 26 and 29 of this Agreement. 3132. End-Payor Direct Purchaser 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 orderOrder and the provisions of Paragraphs 26 and 29. XXXXX Xxxx Faurecia and the other Releasees shall not be liable for any costs, fees, or expenses of any of End-Payor Direct Purchaser 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 or authorized by Paragraphs 26 and 29 shall be paid out of the Settlement Fund. 3233. Settlement Class Counsel’s Attorneys’ Fees, Reimbursement of Expenses, and Incentive Awards for the 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, End-Payor Direct Purchaser Plaintiffs and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation costs and expenses and any award of attorneys’ fees. An incentive awardsaward to each 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 Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of costs and expenses is reduced or reversed, in the event that this Agreement does not become final as set forth in Paragraph 21 of this Agreement, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 26(h26(f) or Paragraph 4751. (cb) The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs, and expenses, and incentive awards for class representatives (“Fee and Expense Application”) to be paid out of the Settlement Fund is not part of this Agreement, and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, reasonableness and adequacy of the SettlementAgreement. Any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order order, shall not operate to terminate rescind, terminate, or cancel this Agreement, or affect the finality of the final approval of the settlement. (dc) Neither XXXXX Xxxx Faurecia nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel and/or End-Payor Direct Purchaser Plaintiffs of any Fee fee and Expense Award expense award, or incentive award, in the Action. (ed) Neither XXXXX Behr Faurecia nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, End-Payor Plaintiffs, Direct Purchaser Plaintiffs and/or any other person who may assert some claim thereto, of any Fee fee and Expense Award expense award, or incentive award, that the Court may make in the Action.

The Settlement Fund. 2931. Releasors’ ' sole monetary 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 Meritor or any other Releasee. For the avoidance of doubt, this Paragraph 29 31 shall not affect XXXXX Behr’s Meritor's obligation to provide the cooperation in Paragraphs 3335-46.‌47. 3032. After this Agreement becomes final within the meaning of Paragraph 2122, 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 30 of this Agreement. 3133. 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 orderOrder. XXXXX Xxxx Meritor and the other Releasees shall not be liable for any costs, fees, or expenses of any of End-Payor Plaintiffs’ 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. 3234. 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 Meritor 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, End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation expenses and incentive awards. Attorneys’ fees 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 Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of expenses is reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 26(h27(h) or Paragraph 4748. (c) The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs, and expenses, and incentive awards for class representatives to be paid out of the Settlement Fund is not part of this Agreement, and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, reasonableness and adequacy of the Settlement. Any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order shall not operate to terminate or cancel this Agreement, or affect the finality of the final approval of the settlement. (d) Neither XXXXX Xxxx Meritor nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel and/or End-Payor Plaintiffs of any Fee and Expense Award in the Action. (e) Neither XXXXX Behr Meritor nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, End-Payor Plaintiffs, Plaintiffs and/or any other person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Action.

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 29 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 orderOrder. XXXXX Xxxx Delphi 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 may, at a time to be determined in its sole discretion after preliminary approval, submit an application or applications to the Court (“Fee and Expense Application”) forfor the following payments to be made to Settlement Class Counsel after this Agreement becomes final: (i) an award of attorneys’ fees not in excess of one- 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 Delphi 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, End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation expenses and incentive awards. Attorneys’ fees 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 Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of expenses is reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 26(h) or Paragraph 4741. (c) The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs, and expenses, and incentive awards for class representatives to be paid out of the Settlement Fund is not part of this Agreement, and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, reasonableness and adequacy of the Settlement. Any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order shall not operate to terminate or cancel this Agreement, or affect the finality of the final approval of the settlement. (d) Neither XXXXX Xxxx Delphi nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel and/or End-Payor Plaintiffs of any Fee and Expense Award in the Action. (e) Neither XXXXX Behr Delphi nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, End-Payor Plaintiffs, Plaintiffs and/or any other person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Action.

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 29 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 orderOrder. XXXXX Xxxx ALPHA and the other Releasees shall not be liable for any costs, fees, or expenses of any of End-Payor Plaintiffs’ 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 ALPHA 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, End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation expenses and incentive awards. Attorneys’ fees 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 Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of expenses is reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 26(h) or Paragraph 4746. (c) The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs, and expenses, and incentive awards for class representatives to be paid out of the Settlement Fund is not part of this Agreement, and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, reasonableness and adequacy of the Settlement. Any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order shall not operate to terminate or cancel this Agreement, or affect the finality of the final approval of the settlement. (d) Neither XXXXX Xxxx ALPHA nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel and/or End-Payor Plaintiffs of any Fee and Expense Award in the Action. (e) Neither XXXXX Behr ALPHA nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, End-Payor Plaintiffs, Plaintiffs and/or any other person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Action.

The Settlement Fund. 2925. Releasors’ sole recourse 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 settlement and satisfaction against reasonable expenses (not including attorneys' fees) associated with 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, following may be made from the Settlement Fund shall be distributed in accordance with a plan to be submitted as directed by Class Counsel: providing notice of the settlement to the Court at Settlement Class, administering the appropriate time settlement, and any payments and expenses incurred in connection with taxation matters relating to the settlement and this Agreement as addressed by Settlement Class Counselparagraph 30 of this Agreement. Such reasonable expenses shall not be refundable to the IMI Defendants in the event the Agreement is disapproved, subject rescinded, or otherwise fails to approval by the Courtbecome effective. In no event shall the IMI Defendants have any Releasee 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 the IMI Defendants 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 the IMI Defendants 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 Agreementadministration. 3127. End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and indemnified paid solely out of the Settlement Fund for all fees and expenses including, but not limited to, attorneys' fees and costsexpenses. Plaintiffs and Class Counsel shall seek, and the IMI Defendants shall not oppose, the Court's approval of the payment of attorneys' fees in the amount of 33 1/3 % of the Settlement Amount, reimbursement of reasonable expenses, and incentive payments to the Plaintiffs, 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. Except as provided by Court order. XXXXX Xxxx and in paragraph 22(b) of this Agreement, the other Releasees IMI Defendants shall not be liable for any costs, fees, 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, End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation expenses and incentive awards. Attorneys’ fees 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 Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of expenses is reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 26(h) or Paragraph 47. (c) The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs, and expenses, and incentive awards for class representatives to be paid out of the Settlement Fund is not part of this Agreement, and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement. Any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order shall not operate to terminate or cancel this Agreement, or affect the finality of the final approval of the settlement. (d) Neither XXXXX Xxxx nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel and/or End-Payor Plaintiffs of any Fee and Expense Award in the Action. (e) Neither XXXXX Behr nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, End-Payor Plaintiffs, and/or any other person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Action.