Common use of VOIDING THE AGREEMENT Clause in Contracts

VOIDING THE AGREEMENT. 15.1 If 10% or more of the Non-Release Benefit Subclass elect to opt out of the settlement, Defendants may, at their election, rescind the settlement and all actions taken in their furtherance of it will be thereby null and void, Defendants may, at their election, rescind the settlement and all actions taken in its furtherance of it will be thereby null and void. Defendants must exercise this right of rescission, in writing, to Class Counsel, within thirty (30) calendar days after the Administrator sends the final Exclusion List to Defense Counsel. If the option to rescind is exercised, then Defendants shall be solely responsible for all costs of the claims administration accrued to that point. 15.2 In the event that the Court fails to grant final approval of the Settlement, or if the appropriate appellate court fails to approve the Settlement and the Parties have been unsuccessful in addressing the Court or appellate court’s concerns in good faith, as required by paragraph 13 herein or if the Settlement Agreement is otherwise voided , the Parties agree that: (a) the Settlement Agreement shall have no force and effect and the Parties shall be restored to their respective positions prior to entering into it, and no Party shall be bound by any of the terms of the Settlement Agreement, and the issuance of any declaratory relief as set forth herein shall be voided; (b) Defendants shall have no obligation to make any payments to the Settlement Class, the Settlement Administrator, the LWDA, Named Plaintiff or her counsel; (c) any preliminary approval order, final approval order or judgment, shall be vacated, and

VOIDING THE AGREEMENT. 15.1 5.1 If 10% the Court rejects the Settlement and/or this Agreement, fails to approve and enter the Approval Order in substantially the form submitted by the Parties, or more fails to enter a Final Judgment, unless the Parties agree in writing, this Agreement shall be void ab initio except as to the provisions expressly stated in this Agreement to survive, and Defendant shall have no obligations to make any payments under the Settlement or this Agreement. 5.2 A decision of the Non-Release Benefit Subclass elect Court declining to opt out approve any material condition of this Agreement, which effects a fundamental change of the settlementParties’ agreement (except as to any payment under Sections 3.2 and 3.3), Defendants mayincluding but not limited to eliminating the reversion of funds to Defendant or requiring that Defendant pay any amount in excess of $1,200,000.00, shall render the entire Settlement voidable and unenforceable as to all Parties at their election, rescind the settlement and all actions taken in their furtherance option of it will be thereby null and void, Defendants may, at their election, rescind the settlement and all actions taken in either Party. Each Party may exercise its furtherance of it will be thereby null and void. Defendants must exercise option to void this right of rescissionSettlement by giving notice, in writing, to Class Counselthe other and to the Court within fifteen (15) days of the Court’s disapproval of any material condition, within thirty (30) calendar days but in no event at any time after the Administrator sends the final Exclusion List to Defense Counsel. If the option to rescind is exercised, then Defendants shall be solely responsible for all costs of the claims administration accrued to that pointApproval Order. 15.2 In 5.3 Unless the Parties agree in writing otherwise, in the event that the Court fails to grant final approval of the Settlement, or if the appropriate appellate court fails to approve the Settlement and the Parties have been unsuccessful in addressing Agreement is not approved by the Court or appellate court’s concerns the Settlement set forth in good faith, as required by paragraph 13 herein or if the Settlement Agreement is otherwise voided revoked, terminated, cancelled, declared void or fails to become effective in accordance with its terms, or if there is no Approval Order, the Parties agree that: (a) shall resume the Settlement Litigation at that time as if no Agreement had been entered. In such event, the terms and provisions of the Agreement, and the approval of any settlement class for purposes of implementing this Settlement, shall have no further force and effect and with respect to the Parties and shall not be restored to their respective positions prior to entering into itused in this Litigation or in any other proceeding for any purpose, and no Party shall be bound any judgment or order entered by any of the Court in accordance with the terms of the Settlement Agreement, and Agreement (including without limitation any order certifying the issuance case or any part of any declaratory relief the case as set forth herein a class or collective action for settlement purposes) shall be voided; (b) Defendants shall have no obligation to make any payments to the Settlement Class, the Settlement Administrator, the LWDA, Named Plaintiff or her counsel; (c) any preliminary approval order, final approval order or judgment, shall be vacated, andtreated as vacated nunc pro tunc.

VOIDING THE AGREEMENT. 15.1 If 10% 17.1 Except with respect to the provisions of Section 17.2, in the event that this Settlement is not finally approved, or more if for any reason the Settlement Effective Date does not occur, the Settlement and this Agreement shall be deemed null, void, and unenforceable and each Party shall retain all of its respective rights as they existed as of the Non-Release Benefit Subclass elect to opt out date notice of the settlementSettlement was first provided to the Court, Defendants mayand neither this Agreement, at their electionnor any of its accompanying Exhibits or any orders entered by the Court in connection with this Agreement, rescind the settlement and all actions taken in their furtherance of it will be thereby null and void, Defendants may, at their election, rescind the settlement and all actions taken in its furtherance of it will be thereby null and void. Defendants must exercise this right of rescission, in writing, to Class Counsel, within thirty (30) calendar days after the Administrator sends the final Exclusion List to Defense Counsel. If the option to rescind is exercised, then Defendants shall be solely responsible admissible or used for all costs of any purpose in any subsequent proceedings in this Lawsuit or in any other judicial, arbitral, administrative, investigative, or other court, tribunal, forum, or other proceeding, including any workers’ compensation action. Provided, however, Walmart shall not be reimbursed for any monies reasonably spent by the claims administration accrued Settlement Administrator, or reasonably owed to that pointthe Settlement Administrator but not yet paid, for Notice and Administration Costs. 15.2 17.2 In the event that the Court fails to grant final approval of does not approve the SettlementAttorneys’ Fees and Litigation Expenses or the Settlement Class Representative Payment in the amount requested by Settlement Class Counsel, or if in the appropriate appellate court fails to approve event that the Attorneys’ Fees and Litigation Expenses or Settlement and the Parties have been unsuccessful in addressing Class Representative Payment requested by Settlement Class Counsel is reduced or the Court or appellate court’s concerns in good faith, as required by paragraph 13 herein or if the Settlement Agreement is otherwise voided , the Parties agree that: (a) the Settlement Agreement shall have no force and effect and the Parties shall be restored to their respective positions prior to entering into it, and no Party shall be bound by modifies any of the terms of the Settlement deadlines or other dates set forth in this Agreement, such findings or orders shall not be a basis for rendering the entire Settlement Agreement null, void, or unenforceable. Settlement Class Counsel retain their right to appeal any decision or order by the Court regarding the Attorneys’ Fees and the issuance of any declaratory relief as set forth herein shall be voided; (b) Defendants shall have no obligation to make any payments to the Settlement Class, the Settlement Administrator, the LWDA, Named Plaintiff or her counsel; (c) any preliminary approval order, final approval order or judgment, shall be vacated, andLitigation Expenses.

VOIDING THE AGREEMENT. 15.1 If 10% 15.1. In the event this Settlement Agreement, or more any amended version agreed upon by the Parties (except for a modification of the Non-Release Benefit Subclass elect 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 opt out of become effective in accordance with its terms (or, if following approval by the settlementCourt, Defendants may, at their election, rescind the settlement and all actions taken in their furtherance of it will such approval is reversed or substantively modified by an appellate court) this Settlement Agreement shall be thereby null and void, Defendants may, at their election, rescind the settlement and all actions taken void in its furtherance of it will be thereby entirety, unless expressly agreed in writing by all Parties. In the event this Agreement becomes null and void. Defendants must exercise this right of rescissionvoid for any reason, in writingMerck’s Counsel, to Merck, Class Counsel, within thirty (30) calendar days after the Administrator sends the final Exclusion List to Defense Counsel. If the option to rescind is exercised, then Defendants shall be solely responsible for all costs of the claims administration accrued to that point.and Class Representatives will proceed as follows: 15.2 In the event that the Court fails to grant final approval of the Settlement, or if the appropriate appellate court fails to approve the Settlement and the Parties have been unsuccessful in addressing the Court or appellate court’s concerns in good faith, as required by paragraph 13 herein or if the Settlement Agreement is otherwise voided , the Parties agree that: (a) Merck’s Counsel, Merck, Class Counsel, and Class Representatives agree that they shall from the Settlement date that judicial approval is denied, and going forward, keep strictly confidential any non-public information concerning the Agreement shall have no force or any of the discussions and effect 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 it, and no Party shall be bound by any of the terms of the this Settlement Agreement, and the issuance Civil Action will resume unless the Parties jointly agree to attempt to renegotiate the Settlement 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 declaratory relief as set forth herein shall be voided; (b) Defendants 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 obligation 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 make 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 precluded from attempting to offer as evidence in any payments subsequent proceedings 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 Civil Action results in materially modifying, setting aside, or vacating any portion of the Agreement, with the exception of any modification of the amount of attorneys’ fees and costs to be paid to Class Counsel, the amount of fees and costs to be paid to the Settlement ClassAdministrator or the amount of the Service Awards to be paid to the Service Representatives, each party adversely impacted by the order shall have the absolute right, at its sole discretion, to treat such order as an event permanently preventing judicial approval. To exercise this right, the party must inform the other party, in writing, of the 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 good faith with the 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 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 Class Members under the Settlement. Such notice shall be mailed by the Settlement Administrator via First Class United States Mail, postage prepaid, to the last address used in mailing the Class Notice. Except pursuant to Section 11.1 above, the Parties shall jointly bear all expenses incurred by the Settlement Administrator, the LWDA, Named Plaintiff or her counsel; (c) any preliminary approval order, final approval order or judgment, shall be vacated, and.

VOIDING THE AGREEMENT. 15.1 If 10% 17.1 Except with respect to the provisions of Section 17.2, in the event that this Settlement is not finally approved, or more if for any reason the Settlement Effective Date does not occur, and the parties are unable to come to an agreement pursuant to the process described in Section 13.4, the Settlement and this Agreement shall be deemed null, void, and unenforceable, and each Party shall retain all of its respective rights as they existed as of the Non-Release Benefit Subclass elect to opt out date notice of the settlementSettlement was first provided to the Court, Defendants mayand neither this Agreement, at their electionnor any of its accompanying Exhibits or any orders entered by the Court in connection with this Agreement, rescind the settlement and all actions taken in their furtherance of it will be thereby null and void, Defendants may, at their election, rescind the settlement and all actions taken in its furtherance of it will be thereby null and void. Defendants must exercise this right of rescission, in writing, to Class Counsel, within thirty (30) calendar days after the Administrator sends the final Exclusion List to Defense Counsel. If the option to rescind is exercised, then Defendants shall be solely responsible admissible or used for all costs of any purpose in any subsequent proceedings in this Litigation or in any other judicial, arbitral, administrative, investigative, or other court, tribunal, forum, or other proceeding. Provided, however, Walmart shall not be reimbursed for any monies reasonably spent by the claims administration accrued Claims Administrator, or reasonably owed to that pointthe Claims Administrator but not yet paid, for Notice and Settlement Administration Costs. 15.2 17.2 In the event that the Court fails to grant final approval of does not approve the SettlementAttorneys’ Fees and Litigation Expenses in the amounts requested by Class Counsel, or if in the appropriate appellate court fails event that the Attorneys’ Fees and Litigation Expenses requested by Class Counsel are reduced, such findings shall not be a basis for rendering the entire Settlement Agreement null, void, or unenforceable. Class Counsel retain their right to approve the Settlement and the Parties have been unsuccessful in addressing appeal any decision or order by the Court or appellate court’s concerns in good faith, as required by paragraph 13 herein or if regarding the Settlement Agreement is otherwise voided , the Parties agree that: (a) the Settlement Agreement shall have no force Attorneys’ ▇▇▇▇ and effect and the Parties shall be restored to their respective positions prior to entering into it, and no Party shall be bound by any of the terms of the Settlement Agreement, and the issuance of any declaratory relief as set forth herein shall be voided; (b) Defendants shall have no obligation to make any payments to the Settlement Class, the Settlement Administrator, the LWDA, Named Plaintiff or her counsel; (c) any preliminary approval order, final approval order or judgment, shall be vacated, andLitigation Expenses.

VOIDING THE AGREEMENT. 15.1 If 10% 14.1. In the event that this Settlement is not approved in substantially the same form as that submitted by the Parties with respect to all material terms, a court of appeals reverses the Court’s order granting final approval of this Settlement, or more of if for any reason the Non-Release Benefit Subclass Effective Date does not occur, the Parties may elect to opt out deem the Settlement Agreement null, void, and unenforceable, and the Parties shall return to their respective positions prior to engaging in settlement negotiations. 14.2. In the event of a denial or reversal of approval of this Settlement, the settlementParties agree to work cooperatively and in good faith to address and resolve any concerns identified by the Court in denying or reversing approval. 14.3. Should the parties resolve any concerns identified by the Court following the denial or reversal of approval of this Settlement, Defendants maythey shall re-submit the Settlement Agreement, at their electionas amended, rescind to the settlement and all actions taken in their furtherance of it will be thereby Court for approval. Should the Parties’ efforts prove unsuccessful, the Settlement Agreement shall become null and void, Defendants mayand no party shall be bound by any of its terms, at their election, rescind including any obligations to make any payments or to release any claims. 14.4. In the settlement and all actions taken in its furtherance of it will be thereby event the Settlement Agreement becomes null and void. Defendants must exercise this right : i. any order certifying a class for the purposes of rescission, in writing, to Class Counsel, within thirty (30) calendar days after the Administrator sends the final Exclusion List to Defense Counsel. If the option to rescind is exercised, then Defendants Settlement shall be solely responsible vacated, any such class shall be decertified, and Defendants reserve the right to oppose any future motion or request for all costs of the claims administration accrued to that point.class certification; 15.2 In the event that the Court fails to grant final approval of the Settlement, or if the appropriate appellate court fails to approve the Settlement and the Parties have been unsuccessful in addressing the Court or appellate court’s concerns in good faith, as required by paragraph 13 herein or if ii. the Settlement Agreement is otherwise voided and all negotiations, settlements, and proceedings relating thereto, shall be without prejudice to the rights of any of the Parties agree that: (a) in the Settlement Agreement shall have no force and effect and the Parties Litigation, all of whom shall be restored to their respective positions prior to entering into it, and no Party shall be bound by any of the terms of the Settlement; and iii. neither this Settlement Agreement, and the issuance nor any ancillary documents, actions, statements, or filings in furtherance of any declaratory relief as set forth herein Settlement shall be voided; (b) Defendants shall have no obligation to make admissible or offered into evidence in the Litigation or any payments to the Settlement Class, the Settlement Administrator, the LWDA, Named Plaintiff or her counsel; (c) other legal proceeding for any preliminary approval order, final approval order or judgment, shall be vacated, andpurpose whatsoever.