Common use of VOIDING THE AGREEMENT Clause in Contracts

VOIDING THE AGREEMENT. 13.1 In the event that this Settlement is not approved, or if for any reason the Settlement Effective Date does not occur, the Settlement shall be deemed null, void and unenforceable and shall not be used, nor shall it be admissible in any subsequent proceedings either in this Court or in any other judicial, arbitral, administrative, investigative, or other court, tribunal, forum, or other proceeding, including without limitation any wage and hour, or other, litigation against Zillow. 13.2 In the event that the Court does not approve the Attorneys’ Fees and Costs in the amount requested by Class Counsel, or in the event that the Attorneys’ Fees and Costs requested by Class Counsel is reduced, that finding shall not be a basis for rendering the Agreement null, void, or unenforceable. Class Counsel retains their right to appeal any decision by the Court regarding the Attorneys’ Fees and Costs. 13.3 Simultaneously herewith, Class Counsel and Defendant’s Counsel are executing a Supplemental Agreement Regarding Settlement (“Supplemental Agreement”). The Supplemental Agreement sets forth certain conditions (the “Opt-Out Conditions”) under which Zillow shall have the option (which option shall be exercised unilaterally by Zillow), in its sole and absolute discretion, to terminate this Settlement and render this Settlement null and void as to all Settling Parties and Class Members. The Settling Parties agree to maintain confidentiality of the Opt-Out Conditions in the Supplemental Agreement, which shall not be filed with the Court unless a dispute arises as to its terms or as otherwise ordered by the Court. If submission of the Supplemental Agreement is required for resolution of a dispute or is otherwise ordered by the Court, the Settling Parties will use their best efforts to have the Opt-Out Conditions submitted to the Court in camera. Except for the Opt-Out Conditions, all material terms of the Supplemental Agreement are repeated herein. 13.4 The Preliminary Approval Order shall provide that requests for exclusion shall be postmarked no later than thirty (30) days after the Notice is first mailed and shall be received no later than thirty-one (31) days prior to the Settlement Hearing, which is the hearing to be held by the Court to determine whether the proposed Settlement is fair, reasonable, and adequate and should be finally approved. No later than twenty-five (25) days prior to the Settlement Hearing, Class Counsel or the Claims Administrator shall provide Defendant’s Counsel with copies of any requests for exclusion from the Class, and any documentation accompanying them. 13.5 Class Counsel shall have twenty-one (21) calendar days immediately following the Exclusion Deadline to attempt to cause the retraction of any request for exclusion by a Person who, but for a request for exclusion, would have been a Class Member. If during this period Class Counsel is successful in causing the retraction of sufficient requests for exclusion such that the remaining requests for exclusion do not satisfy the Opt-Out Conditions set forth in the Supplemental Agreement, Zillow shall not be entitled to exercise the option in Section 13.3 to terminate this Settlement. To retract a request for exclusion, a Class Member must file a written notice with the Court stating his or her desire to retract the request for exclusion from the Class and that person’s desire to be bound by any judgment or settlement of the Action; provided, however, that the filing of such written notice may be effected by Class Counsel. 13.6 Zillow shall be entitled to exercise the option in Section 13.3 above to terminate this Settlement and render it null and void as to all Settling Parties only if after the twenty-one (21) day period described in Section 13.5 the remaining opt-outs exceed the Opt-Out Conditions outlined in the Supplemental Agreement. In such an event, Zillow must provide Class Counsel with written notice of its withdrawal from the Settlement, and file that notice with the Court no later than seven (7) days prior to the Settlement Hearing. 13.7 In the event that Zillow elects to terminate this Settlement under the Opt-Out Conditions set forth in the Supplemental Agreement, the previously agreed-upon settlement memorialized in the binding Memorandum of Understanding (“MOU”) attached to the Supplemental Agreement as Exhibit 1, shall govern, and the parties shall cooperate promptly to prepare a new settlement agreement in accordance with the MOU. That new settlement agreement will include opt-out provisions to be specified in a new supplemental agreement papered concurrently with the new settlement agreement, which shall provide Zillow with the option (which option may be exercised unilaterally by Zillow), in its sole and absolute discretion, to terminate the settlement and render the new settlement agreement documenting the same null and void. 13.8 Any dispute among the Settling Parties concerning the interpretation or application of this section entitled Voiding the Agreement shall be presented to the Court for resolution upon the application of any party thereto, subject to the confidentiality provisions in Section 13.3.

VOIDING THE AGREEMENT. 13.1 1. Class Plaintiff and Walmart shall each have the right to unilaterally terminate this Agreement by providing written notice of his, her, their or its election to do so (“Termination Notice”) to all other Parties within ten (10) calendar days of any of the following occurrences: A. The Court rejects or declines to finally approve the Agreement and the parties assert in writing that they are waiving any right to appeal said rejection; B. An appellate court reverses the Final Approval Order, and the Agreement is not reinstated without substantial and material change by the Court on remand; C. The Settlement Effective Date does not occur; or D. Any other ground for termination set forth in this Agreement. 2. All Settlement Class Members will be bound by all determinations and judgments in the Action. In the event that the number of persons in the Settlement Class who validly and timely submit Opt-Out Requests exceeds ten percent (10%) of the class, Walmart, in its sole and absolute discretion, may terminate this Agreement. 3. In the event that this Settlement is not approved, or if for any reason the Settlement Effective Date does not occur, the Settlement Agreement shall be deemed null, void void, and unenforceable and shall not be used, used nor shall it be admissible in any subsequent proceedings either in this Court or in any other judicial, arbitral, administrative, investigative, or other court, tribunal, forum, or other proceeding, including without limitation any wage and hour, or other, other litigation against ZillowPRA or Walmart, and the Parties shall return to their respective positions prior to the Court’s consideration of this Settlement. 13.2 4. In the event that the Court does not approve the Attorneys’ Fees and Costs Litigation Expenses in the amount requested by Class Counsel, or in the event that the Attorneys’ Fees and Costs Litigation Expenses requested by Class Counsel is reduced, that finding shall not be a basis for rendering the entire Settlement Agreement null, void, or unenforceable. Class Counsel retains their right to appeal any decision by the Court regarding the Attorneys’ Fees and CostsLitigation Expenses. 13.3 Simultaneously herewith, Class Counsel and Defendant’s Counsel are executing a Supplemental Agreement Regarding Settlement (“Supplemental Agreement”). The Supplemental Agreement sets forth certain conditions (the “Opt-Out Conditions”) under which Zillow shall have the option (which option shall be exercised unilaterally by Zillow), in its sole and absolute discretion, to terminate this Settlement and render this Settlement null and void as to all Settling Parties and Class Members. The Settling Parties agree to maintain confidentiality of the Opt-Out Conditions in the Supplemental Agreement, which shall not be filed with the Court unless a dispute arises as to its terms or as otherwise ordered by the Court. If submission of the Supplemental Agreement is required for resolution of a dispute or is otherwise ordered by the Court, the Settling Parties will use their best efforts to have the Opt-Out Conditions submitted to the Court in camera. Except for the Opt-Out Conditions, all material terms of the Supplemental Agreement are repeated herein. 13.4 The Preliminary Approval Order shall provide that requests for exclusion shall be postmarked no later than thirty (30) days after the Notice is first mailed and shall be received no later than thirty-one (31) days prior to the Settlement Hearing, which is the hearing to be held by the Court to determine whether the proposed Settlement is fair, reasonable, and adequate and should be finally approved. No later than twenty-five (25) days prior to the Settlement Hearing, Class Counsel or the Claims Administrator shall provide Defendant’s Counsel with copies of any requests for exclusion from the Class, and any documentation accompanying them. 13.5 Class Counsel shall have twenty-one (21) calendar days immediately following the Exclusion Deadline to attempt to cause the retraction of any request for exclusion by a Person who, but for a request for exclusion, would have been a Class Member. If during this period Class Counsel is successful in causing the retraction of sufficient requests for exclusion such that the remaining requests for exclusion do not satisfy the Opt-Out Conditions set forth in the Supplemental Agreement, Zillow shall not be entitled to exercise the option in Section 13.3 to terminate this Settlement. To retract a request for exclusion, a Class Member must file a written notice with the Court stating his or her desire to retract the request for exclusion from the Class and that person’s desire to be bound by any judgment or settlement of the Action; provided, however, that the filing of such written notice may be effected by Class Counsel. 13.6 Zillow shall be entitled to exercise the option in Section 13.3 above to terminate this Settlement and render it null and void as to all Settling Parties only if after the twenty-one (21) day period described in Section 13.5 the remaining opt-outs exceed the Opt-Out Conditions outlined in the Supplemental Agreement. In such an event, Zillow must provide Class Counsel with written notice of its withdrawal from the Settlement, and file that notice with the Court no later than seven (7) days prior to the Settlement Hearing. 13.7 In the event that Zillow elects to terminate this Settlement under the Opt-Out Conditions set forth in the Supplemental Agreement, the previously agreed-upon settlement memorialized in the binding Memorandum of Understanding (“MOU”) attached to the Supplemental Agreement as Exhibit 1, shall govern, and the parties shall cooperate promptly to prepare a new settlement agreement in accordance with the MOU. That new settlement agreement will include opt-out provisions to be specified in a new supplemental agreement papered concurrently with the new settlement agreement, which shall provide Zillow with the option (which option may be exercised unilaterally by Zillow), in its sole and absolute discretion, to terminate the settlement and render the new settlement agreement documenting the same null and void. 13.8 Any dispute among the Settling Parties concerning the interpretation or application of this section entitled Voiding the Agreement shall be presented to the Court for resolution upon the application of any party thereto, subject to the confidentiality provisions in Section 13.3.

VOIDING THE AGREEMENT. 13.1 20.1 In the event that this Settlement is not approvedAgreement, or if any amended version agreed upon by the Parties, does not obtain judicial approval for any reason (except for a modification of the Settlement Effective Date does not occurattorneys’ fees and costs and/or the Service Awards, as set forth in this Agreement), then this Agreement shall be null and void in its entirety (except for those provisions relating to non-admissibility and non- admission of liability), unless expressly agreed in writing by all Parties, the Settlement following shall be deemed null, void apply: (i) the Agreement’s terms and unenforceable provisions shall have no further force and effect and shall not be usedused in the Litigation, nor shall it be admissible in any subsequent proceedings either in this Court or in any other judicialproceeding or otherwise, arbitralfor any purpose; (ii) the negotiations leading to the settlement set forth in this Agreement will not be used as evidence for any purpose; and (iii) the Parties shall retain the right to prosecute or challenge all claims and allegations, administrativeto assert all applicable defenses, investigativeand to support or dispute the propriety of class action certification or trial on all applicable grounds. 20.2 In the event this Agreement becomes null and void for any reason, the Parties will proceed as follows: (a) The Parties agree that they shall from the date that judicial approval is denied, and going forward, keep strictly confidential the terms of the Agreement, the existence of the Agreement, any information concerning the Agreement, or other court, tribunal, forumany of the discussions and or negotiations regarding the Agreement. (b) The Litigation will resume unless the Parties jointly agree to: (i) seek reconsideration or appellate review of the applicable decision denying judicial approval, or other proceeding(ii) attempt to renegotiate the settlement and seek Court approval of the renegotiated settlement. During such time, the Parties agree to maintain the confidentiality of this Agreement to the fullest extent permitted by law and previous settlement discussions. (c) In the event any reconsideration and/or appellate review is sought and thereafter denied, or the parties do not renegotiate the settlement and obtain Court approval of the renegotiated settlement, the Parties shall have no further rights or obligations under this Agreement. (d) If Final Approval never occurs, the Parties will retain all rights and defenses in the Litigation, including without limitation Comcast’s right to contest whether this Litigation should have been certified as a class action and to contest the merits of the claims being asserted by Named Plaintiffs in the Litigation. All negotiations and information and materials pertaining in any wage way to this Agreement or the settlement of the Litigation will be inadmissible and hourremain confidential to the fullest extent permitted by law. (e) Notwithstanding the foregoing, if any order entered in this Litigation results in materially modifying, setting aside, or othervacating any portion of the Agreement, litigation against Zillow. 13.2 In with the event that the Court does not approve the Attorneys’ Fees and Costs in exception of any modification of the amount requested by Class Counsel, or in the event that the Attorneysof attorneys’ Fees fees and Costs requested by Class Counsel is reduced, that finding shall not be a basis for rendering the Agreement null, void, or unenforceable. Class Counsel retains their right to appeal any decision by the Court regarding the Attorneys’ Fees and Costs. 13.3 Simultaneously herewith, Class Counsel and Defendant’s Counsel are executing a Supplemental Agreement Regarding Settlement (“Supplemental Agreement”). The Supplemental Agreement sets forth certain conditions (the “Opt-Out Conditions”) under which Zillow shall have the option (which option shall be exercised unilaterally by Zillow), in its sole and absolute discretion, to terminate this Settlement and render this Settlement null and void as to all Settling Parties and Class Members. The Settling Parties agree to maintain confidentiality of the Opt-Out Conditions in the Supplemental Agreement, which shall not be filed with the Court unless a dispute arises as to its terms or as otherwise ordered by the Court. If submission of the Supplemental Agreement is required for resolution of a dispute or is otherwise ordered by the Court, the Settling Parties will use their best efforts to have the Opt-Out Conditions submitted to the Court in camera. Except for the Opt-Out Conditions, all material terms of the Supplemental Agreement are repeated herein. 13.4 The Preliminary Approval Order shall provide that requests for exclusion shall be postmarked no later than thirty (30) days after the Notice is first mailed and shall be received no later than thirty-one (31) days prior to the Settlement Hearing, which is the hearing costs to be held by the Court paid to determine whether the proposed Settlement is fair, reasonable, and adequate and should be finally approved. No later than twenty-five (25) days prior to the Settlement Hearing, Class Counsel or the Claims Administrator shall provide Defendant’s Counsel with copies amount of any requests for exclusion from the ClassEnhancement Payments to be paid to the Named Plaintiffs, and any documentation accompanying them. 13.5 Class Counsel each party adversely impacted by the order shall have twenty-one (21) calendar days immediately following the Exclusion Deadline to attempt to cause the retraction of any request for exclusion by a Person whoabsolute right, but for a request for exclusion, would have been a Class Member. If during this period Class Counsel is successful in causing the retraction of sufficient requests for exclusion such that the remaining requests for exclusion do not satisfy the Opt-Out Conditions set forth in the Supplemental Agreement, Zillow shall not be entitled to exercise the option in Section 13.3 to terminate this Settlement. To retract a request for exclusion, a Class Member must file a written notice with the Court stating his or her desire to retract the request for exclusion from the Class and that person’s desire to be bound by any judgment or settlement of the Action; provided, however, that the filing of such written notice may be effected by Class Counsel. 13.6 Zillow shall be entitled to exercise the option in Section 13.3 above to terminate this Settlement and render it null and void as to all Settling Parties only if after the twenty-one (21) day period described in Section 13.5 the remaining opt-outs exceed the Opt-Out Conditions outlined in the Supplemental Agreement. In such an event, Zillow must provide Class Counsel with written notice of its withdrawal from the Settlement, and file that notice with the Court no later than seven (7) days prior to the Settlement Hearing. 13.7 In the event that Zillow elects to terminate this Settlement under the Opt-Out Conditions set forth in the Supplemental Agreement, the previously agreed-upon settlement memorialized in the binding Memorandum of Understanding (“MOU”) attached to the Supplemental Agreement as Exhibit 1, shall govern, and the parties shall cooperate promptly to prepare a new settlement agreement in accordance with the MOU. That new settlement agreement will include opt-out provisions to be specified in a new supplemental agreement papered concurrently with the new settlement agreement, which shall provide Zillow with the option (which option may be exercised unilaterally by Zillow), in at its sole and absolute discretion, to terminate treat such order as an event permanently preventing judicial approval. To exercise this right, the settlement and render party must inform the new settlement agreement documenting the same null and void. 13.8 Any dispute among the Settling Parties concerning the interpretation or application other party, in writing, of its exercise of this section entitled Voiding right within fourteen (14) days of receiving notice of any order modifying, setting aside, or vacating any portion of this Agreement. Before either party elects to exercise its right to treat such order as an event permanently preventing judicial approval, that party must meet and confer in good faith with the Agreement shall other party to determine if an agreement can be presented reached modifying this settlement to the Court for resolution upon mutual satisfaction of the application of any party thereto, subject to the confidentiality provisions in Section 13.3Parties.

VOIDING THE AGREEMENT. 13.1 15.1. In the event that this Settlement is not approvedAgreement, or if any amended version agreed upon by the Parties (except for a modification of the attorneys’ fees and costs, the fees and costs for Settlement Administrator, and/or the Service Awards as set forth in this Agreement), does not obtain judicial approval for any reason or fails to become effective in accordance with its terms (or, if following approval by the Court, such approval is reversed or substantively modified by an appellate court) this Settlement Agreement shall be null and void in its entirety, unless expressly agreed in writing by all Parties. In the event this Agreement becomes null and void for any reason, Merck’s Counsel, Merck, Class Counsel, and Class Representatives will proceed as follows: (a) Merck’s Counsel, Merck, Class Counsel, and Class Representatives agree that they shall from the date that judicial approval is denied, and going forward, keep strictly confidential any non-public information concerning the Agreement or any of the discussions and or negotiations regarding the Agreement, to the fullest extent permitted by law. (b) The Parties shall be restored to their respective positions that existed in this Civil Action prior to entering into this Settlement Agreement, and the Civil Action will resume unless the Parties jointly agree to attempt to renegotiate the Settlement Effective Date does and seek Court approval of the renegotiated settlement or Plaintiffs seek reconsideration or appellate review of the applicable decision denying judicial approval. (c) In the event any reconsideration and/or appellate review is sought and thereafter denied, or the Parties do not occurrenegotiate the Settlement and obtain Court approval of the renegotiated settlement, the Settlement Parties shall have no further rights or obligations under this Agreement. (d) If judicial approval never occurs, the Parties will retain all rights and defenses in the Civil Action, including without limitation Merck’s right to contest whether this Civil Action should be certified as a class and/or collective action and to contest the merits of the claims being asserted by Plaintiffs in this Civil Action, and Plaintiffs shall be deemed null, void and unenforceable and shall not be used, nor shall it be admissible precluded from attempting to offer as evidence in any subsequent proceedings either that the stipulated class for settlement purposes is a basis to support class certification for any purpose. All negotiations and information and materials pertaining in any way to this Agreement or to the settlement of the Civil Action will be inadmissible and remain confidential to the fullest extent permitted by law. (e) Notwithstanding the foregoing, if any order entered in this Court or Civil Action results in any other judicialmaterially modifying, arbitral, administrative, investigativesetting aside, or other courtvacating any portion of the Agreement, tribunal, forum, or other proceeding, including without limitation with the exception of any wage and hour, or other, litigation against Zillow. 13.2 In the event that the Court does not approve the Attorneys’ Fees and Costs in modification of the amount requested by of attorneys’ fees and costs to be paid to Class Counsel, the amount of fees and costs to be paid to the Settlement Administrator or in the event that amount of the Attorneys’ Fees and Costs requested by Class Counsel is reducedService Awards to be paid to the Service Representatives, that finding shall not be a basis for rendering the Agreement null, void, or unenforceable. Class Counsel retains their right to appeal any decision each party adversely impacted by the Court regarding the Attorneys’ Fees and Costs. 13.3 Simultaneously herewith, Class Counsel and Defendant’s Counsel are executing a Supplemental Agreement Regarding Settlement (“Supplemental Agreement”). The Supplemental Agreement sets forth certain conditions (the “Opt-Out Conditions”) under which Zillow order shall have the option (which option shall be exercised unilaterally by Zillow)absolute right, in at its sole and absolute discretion, to terminate treat such order as an event permanently preventing judicial approval. To exercise this Settlement and render this Settlement null and void as to all Settling Parties and Class Members. The Settling Parties agree to maintain confidentiality right, the party must inform the other party, in writing, of the Opt-Out Conditions exercise of this right, within fourteen (14) days of receiving notice of any order modifying, setting aside, or vacating any portion of this Agreement. Before either party elects to exercise its right to treat such order as an event permanently preventing judicial approval, that party must meet and confer in the Supplemental Agreement, which shall not be filed good faith with the Court unless other party to determine if an agreement can be reached modifying this settlement to the mutual satisfaction of the Parties. (f) If the Class Notice was previously distributed, a dispute arises notice will be provided to Class Members that the Settlement did not receive final judicial approval and that, as a result, no payments will be made to its terms or as otherwise ordered Class Members under the Settlement. Such notice shall be mailed by the CourtSettlement Administrator via First Class United States Mail, postage prepaid, to the last address used in mailing the Class Notice. If submission of Except pursuant to Section 11.1 above, the Supplemental Agreement is required for resolution of a dispute or is otherwise ordered Parties shall jointly bear all expenses incurred by the Court, the Settling Parties will use their best efforts to have the Opt-Out Conditions submitted to the Court in camera. Except for the Opt-Out Conditions, all material terms of the Supplemental Agreement are repeated hereinSettlement Administrator. 13.4 The Preliminary Approval Order shall provide that requests for exclusion shall be postmarked no later than thirty (30) days after the Notice is first mailed and shall be received no later than thirty-one (31) days prior to the Settlement Hearing, which is the hearing to be held by the Court to determine whether the proposed Settlement is fair, reasonable, and adequate and should be finally approved. No later than twenty-five (25) days prior to the Settlement Hearing, Class Counsel or the Claims Administrator shall provide Defendant’s Counsel with copies of any requests for exclusion from the Class, and any documentation accompanying them. 13.5 Class Counsel shall have twenty-one (21) calendar days immediately following the Exclusion Deadline to attempt to cause the retraction of any request for exclusion by a Person who, but for a request for exclusion, would have been a Class Member. If during this period Class Counsel is successful in causing the retraction of sufficient requests for exclusion such that the remaining requests for exclusion do not satisfy the Opt-Out Conditions set forth in the Supplemental Agreement, Zillow shall not be entitled to exercise the option in Section 13.3 to terminate this Settlement. To retract a request for exclusion, a Class Member must file a written notice with the Court stating his or her desire to retract the request for exclusion from the Class and that person’s desire to be bound by any judgment or settlement of the Action; provided, however, that the filing of such written notice may be effected by Class Counsel. 13.6 Zillow shall be entitled to exercise the option in Section 13.3 above to terminate this Settlement and render it null and void as to all Settling Parties only if after the twenty-one (21) day period described in Section 13.5 the remaining opt-outs exceed the Opt-Out Conditions outlined in the Supplemental Agreement. In such an event, Zillow must provide Class Counsel with written notice of its withdrawal from the Settlement, and file that notice with the Court no later than seven (7) days prior to the Settlement Hearing. 13.7 In the event that Zillow elects to terminate this Settlement under the Opt-Out Conditions set forth in the Supplemental Agreement, the previously agreed-upon settlement memorialized in the binding Memorandum of Understanding (“MOU”) attached to the Supplemental Agreement as Exhibit 1, shall govern, and the parties shall cooperate promptly to prepare a new settlement agreement in accordance with the MOU. That new settlement agreement will include opt-out provisions to be specified in a new supplemental agreement papered concurrently with the new settlement agreement, which shall provide Zillow with the option (which option may be exercised unilaterally by Zillow), in its sole and absolute discretion, to terminate the settlement and render the new settlement agreement documenting the same null and void. 13.8 Any dispute among the Settling Parties concerning the interpretation or application of this section entitled Voiding the Agreement shall be presented to the Court for resolution upon the application of any party thereto, subject to the confidentiality provisions in Section 13.3.