UNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEY

KIMBERLEE WILLIAMS, et al.

Plaintiffs,

vs.

BASF CATALYSTS LLC, et al.

Defendants.

No. 2:11-cv-01754 (ES) (JAD)

CIVIL ACTION

[Proposed]

PRELIMINARY APPROVAL ORDER

This matter having been opened to the Court on the unopposed 

motion for Preliminary Approval of a proposed Class Action Settlement 

dated July 16, 2020 (the “Settlement Agreement”) (ECF No. ____), by

Plaintiffs Kimberlee Williams, Gayle Williams, Marilyn L. Holley, Sheila 

Ware, Donnette Wengerd, and Rosanne Chernick, each a named plaintiff 

in the Williams Action (together “Plaintiffs” or “Class Representatives”),

acting through their counsel, Cohen, Placitella & Roth, P.C. (“Class 

Counsel”) to completely settle the above-captioned lawsuit (the 

“Williams Action”) according to its proposed terms (the “Settlement”) 

as to all parties named therein and a settlement class to be certified by 

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the Court for settlement purposes only. The Settlement Agreement sets 

forth the terms and conditions for the Settlement and dismissal with 

prejudice of the Williams Action upon approval of the Settlement 

Agreement. All capitalized terms and phrases used in this Preliminary 

Approval Order that are otherwise not defined shall have the same 

meaning as in the Settlement Agreement.

The Court finds that it has jurisdiction over this action and each of 

the Parties under 28 U.S.C. § 1332, as amended by the Class Action 

Fairness Act, and that venue is proper in this district.

The Parties, together with the other co-defendants named in the 

Williams Action (“Co-defendants”), have all consented to United States 

Magistrate Judge Joseph A. Dickson conducting, in accordance with 28 

U.S.C. § 636(c) and Fed. R. Civ. P. 73, all proceedings relating to the 

approval of the Settlement, including entering this Preliminary Approval 

Order and a Final Approval Order entering judgment, as well as to 

presiding over any and all other matters or proceedings related to or 

associated with the Settlement, including but not limited to construing, 

implementing and enforcing the Settlement’s terms and releases and the 

Settlement’s Plan of Distribution. The Court has duly referred all such 

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matters and proceedings to the undersigned United States Magistrate 

Judge.

The Court has carefully considered Plaintiffs’ unopposed Motion for

Preliminary Approval and supporting Memorandum of Law; the Parties’ 

Settlement Agreement (including all exhibits); the Parties’ Notice Plan; 

the Parties’ proposed forms of Long-Form and Short-Form (summary) 

notices which are annexed to this Order; and the declarations and other 

memoranda submitted in support of the proposed Settlement. The Court 

further has considered Class Counsel’s unopposed nominations for 

persons or companies requiring appointment by the Court to execute and 

administer the Settlement Agreement and Plan of Distribution, namely:

(a) the Hon. Marina Corodemus, J.S.C. (Retired) as the Settlement’s 

“Settlement Trustee and Special Master” (which appointment is 

consented to by the Parties and Co-defendants); (b) Verus LLC as the 

“Settlement Administrator” of the Settlement and its Qualified 

Settlement Fund (the “Administrator”); (c) BrownGreer PLC as the 

Settlement’s “Notice Agent”; (c) Edgar C. Gentle, III, Esq., and the firm

of Gentle, Turner, Sexton & Harbison, LLC, as the Settlement’s “Lien 

Administrator”; and (d) PNC Bank National Association, as the 

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Settlement Cost Fund’s and Settlement Fund’s “Financial Institution”,

all as defined in the Settlement Agreement. 

The Court is familiar with and has reviewed in detail the record in 

this vigorously litigated case, and, for good cause shown, finds in 

accordance with Fed. R. Civ. P. 23(e) that the Settlement Agreement 

could, following due notice to the Class, be finally approved after a future 

fairness hearing. It further determines and finds that the Settlement

Agreement and Plan of Distribution on preliminary review appear to be

sufficiently fair, reasonable, rational and adequate to warrant and allow 

dissemination of notice of the proposed class settlement to Class 

Members concerning the Settlement and to schedule and hold a Final 

Approval Hearing. The Court further finds that the Settlement 

Agreement was entered into at arm’s length by experienced counsel after 

extensive discovery and mediation negotiations over a period of several 

years. It additionally finds that Class Counsel’s nominees to implement 

and execute the Settlement and its Plan of Distribution possess the 

qualifications and abilities required to perform their assigned duties and 

functions and should be approved and appointed as requested.

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Accordingly, the Court is directing that notice be published and 

disseminated to Class Members in accordance with the Parties’ Notice 

Plan and the deadlines being established in this Order. It further is 

scheduling a Final Approval Hearing to make a final determination as to 

whether the Settlement Agreement is fair, reasonable and adequate, to 

make a final determination as to whether distribution of the Settlement 

Fund in accordance with the proposed Plan of Distribution is fair and 

reasonable, and to make determinations on forthcoming applications by 

Class Counsel for awards of attorney’s fees and litigation cost 

reimbursements and for class representative service awards as are 

provided for in the Settlement Agreement.

THEREFORE, IT IS on this __________ day of _________, 2020

HEREBY ORDERED as follows:

1) Preliminary Approval of the Settlement Agreement. The 

Settlement Agreement is hereby preliminarily approved. The Parties 

shall forthwith begin execution of the Settlement Agreement’s terms 

necessary to obtain its final approval, including by entering into 

necessary contracts relating to administration and class notice and the 

Defendants making their required Cost Fund payments. The Parties’ 

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requests that the Court set a date for the Final Approval Hearing and 

approve issuance of Notice to the Class in the manner, means and forms 

set forth in the Notice Plan are also hereby granted.

2) Conditional Class Certification: The Court finds on a 

preliminary basis and for settlement purposes only, that all requirements 

of Fed. R. Civ. P 23(a) and (b)(3) have been satisfied for the reasons stated 

in Plaintiffs’ Motion for Preliminary Approval. The Court conditionally 

certifies a settlement class (hereinafter, the “Class”) as follows:

All Persons within the United States and its territories who 

after March 7, 1984 and before March 30, 2011 filed and 

Served a lawsuit against Engelhard/BASF seeking asbestosrelated bodily injury compensation or other relief arising from 

exposure to Emtal Talc products, and who before March 30, 

2011 either: (A) had voluntarily dismissed or terminated the 

lawsuit as to Engelhard/BASF after the suit was filed, 

including any voluntary dismissal or release of claims due to 

settlement; or (B) had their lawsuit as to Engelhard/BASF 

involuntarily dismissed (the “Class”).

“Engelhard/BASF” means and includes: BASF Catalysts 

LLC, Engelhard Corporation, Engelhard Industries, 

Engelhard Minerals & Chemicals Corporation, Minerals & 

Chemicals Philipp Corporation, Eastern Magnesia Talc 

Company, Porocel Corporation, and Pita Realty Limited, 

along with each of their successors, affiliates, direct and 

indirect parent(s) (including BASF Corporation and BASF 

SE), and any predecessor(s) who owned and/or operated the 

Emtal Talc mine in Johnson, Vermont at any point on or after 

October 1, 1967.

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The date on which a voluntary dismissal or termination 

occurred for purposes of determining class membership is 

deemed to be the earlier of either (i) the date on which the 

agreement or consent by the plaintiff or his/her counsel to 

dismiss or terminate the lawsuit occurred; or (ii) the date on 

which the dismissal or termination of the lawsuit was entered 

by or in the court in which it was pending.

3) Appointment of Class Representatives and Class Counsel. 

The Court preliminarily appoints Plaintiffs Kimberlee Williams, Gayle 

Williams, Marilyn L. Holley, Sheila Ware, Donnette Wengerd, and 

Rosanne Chernick as representatives for the Class. The Court finds that 

Christopher M. Placitella (who is designated as “Lead Class Counsel”), 

together with Stewart L. Cohen, Harry M. Roth, Michael Coren, Robert 

L. Pratter, Eric S. Pasternack, Jared M. Placitella and the law firm of 

Cohen Placitella & Roth, P.C., can and will fairly and adequately 

represent the interests of Plaintiffs and the Class and therefore hereby 

appoints them as Class Counsel to represent the Class pursuant to Fed. 

R. Civ. P. 23(g).

4) Preliminary Approval of Proposed Plan of Distribution. The 

Court preliminarily approves the proposed Plan of Distribution, 

submitted by Class Counsel and attached as Exhibit C to the Settlement 

Agreement. Unless and until ordered otherwise, the proposed Plan shall 

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be deemed in effect and shall be applied by the Settlement Trustee, 

Administrator and Lien Administrator in determining and administering 

claims relating to the Settlement Fund and the allocation of distributions 

to be made from the Settlement Fund; provided however, that no 

Settlement Funds shall be distributed until the Settlement’s Effective 

Date. 

5) Deadlines. All deadlines set out in the Settlement Agreement and 

Plan of Distribution (which are summarized in Section 7 of the 

Settlement Agreement) relating to establishing the Cost Fund, 

publishing notice, opting out from the Class and Settlement, objecting to

the Settlement or to the fee/cost award applications, the Parties’ 

termination rights and for submitting claims for compensation from the 

Settlement Fund are hereby approved and shall be deemed ordered by 

the Court if not otherwise specified in this Order. The dates in this Order 

are controlling in the event of a conflict.

6) Appointment of Settlement Trustee and Special Master; 

Settlement Trustee/Special Master’s powers and 

responsibilities. 

A. With the consent of all parties appearing in the Williams

Action, the Court hereby appoints the Hon. Marina Corodemus, J.S.C. 

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(Retired) to the position of Settlement Trustee and Special Master 

(“Settlement Trustee/Special Master”) under Fed. Rule 53. The Court

finds that Judge Corodemus possesses the requisite experience and 

qualifications to fulfill the tasks specified in the Settlement Agreement 

and Plan of Distribution as well as to perform those responsibilities

contemplated by the Court as being necessary for a court master under 

Fed. R. Civ. P. 53 in order to expeditiously execute the Settlement. Judge 

Corodemus has filed of record a declaration stating that no grounds exist 

for disqualification and the Court accepts her representations.

B. The Settlement Trustee/Special Master is hereby charged 

with the responsibility and duty to oversee and carry out the 

administration of the Settlement Agreement and Plan of Distribution as 

approved by the Court, including the authority to make all adjudications 

necessary under the Plan of Distribution assigned to her in the Plan or 

that may arise out of and relate to the administration of the Settlement. 

In executing her duties and responsibilities the Settlement 

Trustee/Special Master will have to the fullest extent allowed by law all 

powers and authority of a court appointed master under Fed. R. Civ. P 

Rule 53. With respect to the Settlement Fund she further will have all 

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fiduciary powers, rights, duties and responsibilities of a trustee under the 

laws of the State of New Jersey.

C. The Settlement Trustee/Special Master shall receive, have 

and hold the Settlement Fund being established under the Settlement 

Agreement in trust for the use and benefit of the Settlement Class 

Members, and shall distribute the Settlement Fund only in accordance 

with the Plan of Distribution as approved by the Court in its Final 

Approval Order.

D. The Settlement Fund entrusted to the Settlement 

Trustee/Special Master is a fund in court and until distributed to 

Settlement Class Members shall be deposited into an income-generating 

escrow account with PNC National Association according to the terms of 

the proposed Settlement Fund Escrow Agreement attached to the 

Settlement Agreement as Exhibit E. The Settlement Trustee/Special 

Master is authorized to enter and execute the Settlement Fund Escrow 

Agreement on behalf of the Settlement Fund. In addition, the Settlement 

Trustee/Special Master is authorized to be a party to and execute the 

Cost Fund Escrow Account being established under the Settlement 

Agreement at PNC National Association in accordance with the proposed 

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Cost Fund Escrow Agreement attached to the Settlement Agreement as 

Exhibit D.

E. The Settlement Trustee/Special Master is further authorized 

to enter into agreements with the Administrator, Notice Agent and Lien 

Administrator relating to services and goods necessary to carry out the 

Settlement and Plan of Distribution as provided in the Settlement 

Agreement. Class Counsel shall be responsible for negotiating the terms 

of the agreements on behalf of the Settlement Trustee/Special Master.

The resulting agreements shall be subject to this Order.

F. The Settlement Trustee/Special Master shall serve as an 

officer and agent of the Court, and at the Court’s will and pleasure. She 

will be further subject to the following general terms and conditions:

(1) The Settlement Trustee/Special Master must proceed with 

all reasonable diligence and dispatch;

(2) The Settlement Trustee/Special Master must be guided by the 

appropriate law in this Circuit;

(3) The Settlement Trustee/Special Master will have authority to 

take all appropriate measures to perform the assigned duties

fairly, efficiently, and justly;

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(4) The Settlement Trustee/Special Master may communicate ex 

parte with Class Counsel on administrative matters she is 

allowed or required under the Plan of Distribution to review 

with them, be assisted by them or obtain their advice and 

consent;

(5) The Settlement Trustee/Special Master may communicate ex 

parte with the Court;

(6) In addition to the reports required under the Settlement 

Agreement and Plan of Distribution, the Settlement 

Trustee/Special Master may submit reports or information to 

the Court as warranted in her discretion. However, at least 

once every six months until the Plan of Distribution is 

concluded, the Settlement Trustee/Special Master will 

provide a brief written progress report to the Court on the 

implementation and administration of the Settlement. The 

Settlement Trustee/Special Master will also provide any other 

information requested by the Court on a timely basis.

(7) The Court retains the authority to alter the Settlement 

Trustee/Special Master’s duties and responsibilities, as 

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necessary, after providing the Parties notice and an 

opportunity to be heard.

(8) The Settlement Trustee/Special Master shall obtain and 

provide insurance coverage with respect to the duties to be 

performed by her under the Settlement Agreement and the 

Plan of Distribution in the amount of $5 million in a form and 

from a surety or insurance company that is satisfactory to 

Class Counsel.

(9) Settlement Trustee/Special Master’s Compensation. 

(i) The Settlement Trustee/Special Master’s compensation 

shall be $125,000 per year. That compensation shall be 

paid via equal monthly installments on the last day of each 

calendar month, with the fee prorated as to any period in 

which she ceases or no longer is required to serve. The 

Settlement Trustee/Special Master will also receive 

reimbursement for any insurance or surety bond premiums 

associated with her roles, reasonable and necessary travel

expenses, necessary out-of-pocket, secretarial or clerical 

costs and expenses incurred in performing her work, which 

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will be invoiced without any mark-up and shall be paid on 

a monthly basis as incurred. 

(ii) For services rendered under the Plan or by order or referral 

of Court which are not to be paid from the Cost Fund, but 

rather, are to be paid or taxed against a Defendant, a 

claimant, or other person under Section 3.10.3.6. of the 

Settlement Agreement, or Sections 6 and 11 of the Plan of 

Distribution, the Settlement Trustee/Special Master’s 

hourly fee is set at $600 per hour.

7) Appointment of Settlement Administrator. The Court hereby 

appoints Verus LLC, Princeton, New Jersey, as the Settlement 

Administrator. Verus is charged with the duty and responsibility to

implement and carry out the duties, tasks and responsibilities assigned 

to the Settlement Administrator in the Settlement Agreement and Plan 

of Distribution approved by the Court. The Administrator is further 

authorized to enter and execute the Cost Fund and Settlement Fund 

Escrow Agreements with PNC National Association in the forms 

attached as Exhibits D and E to the Settlement Agreement as the Funds’

designated “Administrator” required to qualify the funds as Qualified 

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Settlement Funds under Internal Revenue Service regulations. The 

Administrator shall be reasonably compensated for its services from the 

Cost Fund and, if necessary, from the Settlement Fund to the extent 

permitted by the Settlement Agreement. The Settlement Administrator 

shall serve as an officer and agent of the Court, at the Court’s will and 

pleasure. The Settlement Administrator’s contract for services shall be 

subject to this Order. 

8) Appointment of Lien Administrator. The Court hereby 

appoints Edgar C. Gentle, III, Esq., Hoover, Alabama, as the Settlement

Lien Administrator. Mr. Gentle is charged with the duty and 

responsibility to implement and carry out the ministerial duties, tasks 

and responsibilities assigned to the Lien Administrator in the Lien 

Agreement and Plan of Distribution approved by the Court. The Lien 

Administrator shall be reasonably compensated for its services in the 

total amount of $500,000, to be paid from the Cost Fund and, if necessary,

from the Settlement Fund to the extent permitted by the Settlement 

Agreement. The Lien Administrator shall serve as an officer and agent 

of the Court, and at the Court’s will and pleasure. His and his law firm’s 

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(Gentle, Turner, Sexton & Harbison, LLC) contract for services shall be 

subject to this Order. 

9) Appointment of Notice Agent. The Court hereby appoints 

BrownGreer PLC, Richmond, VA, as the Settlement Notice Agent. 

BrownGreer is charged with the duty and responsibility to design, 

implement and carry out the duties, tasks and responsibilities assigned 

to the Notice Agent concerning Notice to the Class relating to the 

Settlement, but may delegate certain aspects of the Notice Plan to subcontractors with the prior consent of the Settlement Trustee and the 

Parties. The Notice Administrator shall be reasonably compensated for 

its services and expenses, including the costs of mailings and media 

placements and buys, solely from the Cost Fund as provided in the 

Settlement Agreement. The Notice Agent shall serve as an officer and 

agent of the Court, and at the Court’s will and pleasure. The Notice 

Agent’s contract for services shall be subject to this Order. 

10) Approval and authorization of the Notice Plan and LongForm Notice. The Court finds that the form, content, and methods of 

dissemination as described in the proposed Notice Plan: (A) are the best 

practicable notice; (B) are reasonably calculated, under the 

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circumstances, to apprise Class Members of the pendency of the Action 

and of their right to object or to exclude themselves from the Settlement; 

(C) are reasonably calculated, under the circumstances, to apprise Class 

Members of the necessity, manner and deadlines to make a Claim 

Submission application to the Settlement Fund in order to receive 

compensation benefits from the Settlement Fund if the Settlement 

Agreement is approved following the Fairness Hearing and becomes 

Final; (D) are reasonable and constitutes due, adequate, and sufficient 

notice to all persons entitled to receive notice; and (E) meets all applicable 

requirements of Fed. R. Civ. P. 23, and due process. The Court therefore 

approves the Notice Plan and the Long-Form and Short-Form notice 

templates annexed to this order,

1 and orders that Notice to the class be

given and proceed in the manner called for in the Notice Plan. The Notice 

Agent, with the assistance of the Settlement Administrator, shall 

prepare a declaration attesting to compliance with the mailing, address1 The attached Long-Form and Short-Form (summary) notices are only 

templates because additional information must be inserted by the 

Administrator and Notice Agent to conform it to this Order before its 

dissemination. The size, format, and/or layout of the Notice may be 

modified by mutual agreement of the Parties without the need for Court 

approval, provided that any such modifications are consistent with the 

general intent of the Settlement Agreement and Notice Plan.

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updating, and publication requirements set forth above. Such declaration 

shall be provided to Class Counsel and Defendants’ Counsel and filed 

with the Court no later than 14 days prior to the Fairness Hearing.

11) Notice Publication Commencement Date. Notice to the Class 

shall commence on______________, 20202, with the execution of the 

following initial elements of the Notice Plan: (A) posting on the 

Settlement Website copies of the Long-Form Notice (conformed to the 

dates set forth herein), the Settlement Agreement, the Plan of 

Distribution, the Motion for Preliminary Approval, the Claims 

Submission Form and this Order; (B) mailing a copy of the Notice and 

claim form to all potential Class Members known to the Administrator

and Notice Agent at the best last known address available to them; and 

(C) mailing copies of the Long-Form Notice to the attorneys and law firms

(or their successors) who previously represented Class Members in the 

Underlying Lawsuits who are known by the Administrator and Notice 

Agent to still exist, along with: (i) a list prepared by the Administrator of 

potential Class Members associated with the attorney or law firm; and 

2 Settlement Agreement § 7 provides Class Notice efforts shall commence 

fourteen days after issuance of the Preliminary Approval Order.

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(ii) requesting that the attorney or law firm provide the Notice 

Administrator with any corrections to the list and names and addresses 

of other clients (or personal representatives or next of kin of clients who 

are deceased) not on the list who may be Class Members for purposes of 

further disseminating class notice; and (iii) requesting that they inform 

their clients who may be potential Class Members of the pendency of the 

Class and the proposed Settlement and that they may obtain information 

concerning the proposed Settlement from the Administrator and how to 

do so. For purposes of clarity and avoidance of doubt, in calculating time 

periods and deadlines under the Settlement Agreement, the above date 

is the date “Notice is first published” as such phrase is used in the 

Settlement Agreement.

12) Requests for Exclusion process and deadlines.

A. A Class Member who wants to be excluded from the Class 

Action and proposed Settlement must in a signed writing request to be 

excluded (or “Opt-Out”) by the Opt-Out deadline of _________, 2020 being

established herein.

3 Unless a Class Member individually, timely and 

3 Settlement Agreement § 7 provides the Opt-Out Deadline should be 90

days after the Notice is first published. 

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properly exercises his or her opt-out right, he or she will be deemed a 

Class Member and bound to the Settlement Agreement’s terms if 

approved by the Court. The Opt-Out procedure, writing and content 

requirements and restrictions on who may submit a request for exclusion 

are set forth in Section 10.1 of the Settlement Agreement, which 

provisions the Court approves and incorporates by reference into this 

Order. All requests to Opt-Out that fail to satisfy these requirements 

shall be void. The attached Long-Form Notice explains the Opt-Out 

procedures and requirements.

B. Opt-Out Revocation right. A Class Member may revoke his 

or her opt-out from the Class and thereby receive the benefits of this 

Settlement Agreement by submitting a written request to the Settlement 

Administrator on or before the Opt-Out Revocation Deadline of 

_________, 2020 being established herein.4 The procedure and 

requirements to revoke an Opt-Out are set forth in Section 10.1.8 of the 

Settlement Agreement. 

4 Settlement Agreement § 7 provides the Opt-Out revocation deadline 

should be 14 days after the Opt-Out Deadline.

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C. Opt-Out and Opt-Out Revocation Deadlines: Written 

requests to Opt-Out must be postmarked on or before________, 2020.

Written requests to revoke an Opt-Out must be postmarked on or before 

_________, 2020.5

D. Opt-Out list. The Administrator shall compile and serve the 

Parties with a list of valid opt-outs in accordance with §10.1.9 of the 

Settlement Agreement no later than by_________, 2020.6 Class Counsel 

is responsible for promptly thereafter filing a copy of the list with the 

Court.

13) Fee and Cost Applications Deadline. Class Counsel shall file 

applications and supporting materials for awards of Class Counsel’s 

attorney’s fees and costs reimbursement and Class Representative 

5 See notes 3 and 4, supra. Settlement Agreement § 10.1.2 requires 

Opt-Outs to be postmarked by the Opt-Out Deadline. Settlement 

Agreement § 10.1.8 requires Opt-Out revocations to be submitted by the 

Opt-Out Revocation Deadline.

6 Settlement Agreement § 7 provides the deadline for the Administrator 

to generate the Final Opt-Out List is six days after the Opt-Out 

Revocation Deadline. Settlement Agreement § 10.1.9 requires the 

Settlement Administrator to deliver the list no later than seven days 

after the Opt-Out Revocation Deadline.

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service awards on or before ___________, 2020.7

14) Plan of Distribution Deadlines.

A. Claims Filing Deadline. All Claim Submission forms and 

documents necessary to initiate and support a claim to the Settlement

Fund by or on behalf of a Claimant must be must be submitted and 

actually received by the Administrator on or before _____________, 20208

by one of the following time deadlines depending upon the means of 

submission used:

(1) If submitted by mail, express mail or hand delivery, the Claims 

Submission must actually be received by the Administrator in 

its offices by no later than 5 P.M., prevailing Eastern time in 

effect; or 

(2) If submitted electronically submitted through the Settlement 

Fund’s website or other electronic portal established by the 

Administrator, the Claims Submission must actually be received 

7 Settlement Agreement §7 provides the deadline for filing Class 

Counsel’s Fee, Expense Reimbursement Petition and Class 

representative Service Award petition should be 30 days after Notice is 

first published. 

8 Settlement Agreement § 7 provides the Claims Filing Deadline should 

be 120 days after Notice is first published.

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by the Administrator’s system by no later than 11:59 P.M., 

prevailing Eastern time in effect.

B. Documents Submission Deadline. Any and all documents 

necessary to cure Claims Submission deficiencies identified by the 

Administrator must be submitted by or on behalf of the Claimant and 

actually received by the Administrator on or before _____________, 20209

by one of the following time deadlines depending upon the means of 

submission used:

(1) If submitted by mail, express mail or hand delivery, the Claims 

Submission must actually be received by the Administrator in 

its offices by no later than 5 P.M., prevailing Eastern time in 

effect; or 

(2) If submitted electronically submitted through the Settlement 

Fund’s website or other electronic portal established by the 

Administrator, the Claims Submission must actually be received 

by the Administrator’s system by no later than 11:59 P.M., 

prevailing Eastern time in effect.

9 Settlement Agreement § 7 provides the Documents Submission 

Deadline should be 155 days after Notice is first published.

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15) Objections by Class Members.

A. A Settlement Class Member (that is, a Class Member who has 

not opted-out) may present written objections, if any, explaining why he 

or she believes (a) the Settlement Agreement should not be approved by 

the Court as fair, reasonable, and adequate; or (b) that the proposed Plan 

of Distribution should not be approved and adopted; or (c) that Class 

Counsel’s applications for fees and cost reimbursement awards should 

not be granted; or (d) that the Class Representatives’ application for 

service fees awards should not be granted. The objection procedure, 

writing and content requirements and restrictions on who may submit 

them are set forth in Section 10.2 of the Settlement Agreement, which 

the Court approves and incorporates by reference into this Order. The 

attached Long-Form Notice explains the objection procedures and 

requirements.

B. Objection Submission Deadline: Settlement Class 

Members’ written objections must be postmarked on or before 

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__________, 2020.

10 Responses to objections should be filed no later than

________, 2020.11

16) Motion for Final Approval and Supporting Materials. A 

motion for Final Approval of the Settlement and Plan of Distribution

shall be filed on or before _________, 2021,

12 together with any 

memoranda or submissions of the Parties in support of final approval of 

the Settlement and the Plan of Distribution. A copy of the motion and 

supporting materials shall be posted on the Settlement’s Website.

17) Final Approval. A Final Approval Fairness Hearing is hereby 

scheduled before this Court on ___________,2021, at __________ for the 

following purposes: (A) to consider whether to finally certify the Class; 

10 Settlement Agreement § 7 provides the deadline for Class Members to 

file any objections to the proposed settlement or to any ancillary petitions

should be 90 days after Notice is first published.

11 Settlement Agreement § 7 provides the deadline for any responses to 

Class Member objections should be 60 days from the Plan of 

Distribution’s Claims Determination Deadline. Settlement Agreement §7 

provides the Claims Determination Deadline should be 10 days after the 

Document Submission Deadline. See note 9 supra.

12 Settlement Agreement § 7 provides the deadline for the Motion for 

Final Approval and Supporting Materials should be 90 days from the 

Plan of Distribution’s Claims Determination Deadline, which §7 in turn 

provides should be 10 days after the Document Submission Deadline. 

Settlement Agreement § 7 provides the Document Submission Deadline 

should be 155 days after Notice is first published.

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(B) to determine finally whether the Settlement Agreement is fair, 

reasonable, and adequate; (C) to consider whether to finally approve the 

proposed Plan of Distribution; (E) to consider any objections to the 

Settlement Agreement or Plan of Distribution; (F) to determine whether 

the Final Approval Order as provided for under the terms of the 

Settlement Agreement should be entered; (G) to consider any 

application(s) which Class Counsel may file for an award of Class 

Counsel’s attorneys’ fees and costs and for an award of Class 

Representative service fees; and (H) to rule upon such other matters as 

the Court may deem appropriate. The Court may continue or adjourn the 

Final Approval Hearing from time to time, by oral announcement prior 

to or at the hearing or at any adjournment thereof, without further notice 

to Class Members. At the Final Approval Hearing, Settlement Class 

Members may be heard orally in support of, or, if they have timely 

submitted written objections, in opposition to the Settlement. If a Class 

Member hires an attorney to represent him or her at the Final Approval 

Hearing, he or she must do so at his or her own expense. This hearing 

will be held at the Martin Luther King Building & U.S. Courthouse 50 

Walnut Street Newark, NJ 07102, Court Room 2D.

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18) Termination or Disapproval. The Court finds that preliminary 

class certification and preliminary approvals of the Settlement 

Agreement and Plan of Distribution, and all actions associated with 

them, are undertaken on the condition that they shall be vacated if the 

Settlement Agreement is terminated or disapproved in whole or in 

material part by the Court, or any appellate court and/or other court of 

review, or if any of the parties invokes a right to terminate the Settlement 

Agreement as provided by its terms, in which case the Settlement 

Agreement and the fact that it was entered into shall not be offered, 

received, or construed as evidence for any purpose, including but not 

limited to, an admission by any party of liability or non-liability or of any 

misrepresentation or omission in any statement or written document 

approved or made by Defendants, or the certifiability or non-certifiability 

of any class. Moreover, if the Settlement Agreement is terminated or 

disapproved in whole or in material part by the Court, or any appellate 

court and/or other court of review, or if any of the Parties invokes the 

right to terminate the Settlement as provided in the Settlement 

Agreement, all proceedings that have taken place with regard to the 

Settlement Agreement shall be without prejudice to the rights and 

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contentions of the Parties; all orders entered in connection with the

Settlement, including the certification of a settlement Class and 

discovery orders entered after June 26, 2018 in the Action shall be 

vacated and without prejudice to any party's position on the issue of class 

certification or any other issue, in this Action or any other action; and the 

Parties and the Action shall be restored to their status existing on June 

26, 2018. In such event, the Court shall reestablish a schedule for further 

proceedings with the Parties.

19) Stay and Injunction Order. All proceedings in the Williams

Action shall continue to be stayed until further order of the Court except 

as may be necessary to implement the Settlement and Plan of 

Distribution; or to comply with this Preliminary Approval Order; or to 

comply with the terms of the Settlement Agreement. Further, all Class 

Members, and anyone who acts or purports to act on their behalf, are 

hereby enjoined until further order of the Court from instituting, 

continuing, commencing, intervening in or prosecuting any action 

against any of the Defendants and/or Co-Defendants which asserts 

claims that are to be settled in the Settlement Agreement, or any other 

Related Lawsuits as defined in the Settlement Agreement. The stay and 

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injunction will remain in effect unless and until a Class Member's OptOut becomes effective on the date this Court grants Final Approval, 

approval of the Settlement Agreement is denied, or the Settlement 

Agreement is otherwise terminated.

20) No Admission. Neither this Order nor the Settlement Agreement 

nor any other settlement-related document nor anything contained 

herein or therein or contemplated hereby or thereby nor any proceedings 

undertaken in accordance with the terms set forth in the Settlement 

Agreement or herein or in any other settlement-related document shall 

constitute, be construed as or deemed to be evidence of an admission or 

concession of (A) the validity or lack of validity of any claim made by the 

Class Representatives, the Class, any Class or Settlement Class Member, 

or any Opted-Out Class Member, in this or any other action or 

proceeding; (B) any liability or wrongdoing or the truth of any allegations 

in the Complaint against the Released Parties, or (C) the infirmity of, or 

strength of any alleged defense against, the allegations in the Complaint.

The Settlement Agreement, any other settlement-related document,

and/or any statement, transaction, or proceeding in connection with the 

negotiation, execution, or implementation of the Settlement Agreement 

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and its Plan of Distribution shall not be admissible in evidence for any 

purpose in any proceeding for or against anyone other than as necessary 

and relevant to execute or enforce the terms of this Settlement and Plan 

of Distribution.

21) Qualified Settlement Fund Status of the Cost Fund and 

Settlement Fund. To the extent permitted by law, both the Cost Fund 

and Settlement Fund being established under the Settlement Agreement

and authorized by this Order may be treated as a qualified settlement 

fund pursuant to applicable United States Treasury Regulations.

22) The Court may, for good cause, extend, but not reduce in time, any 

of the deadlines set forth in this Preliminary Approval Order without 

further notice to Class Members. 

23) Qualified Immunity Protection of Settlement Entities. The 

Settlement Trustee/Special Master, Settlement Administrator, Notice 

Agent, and Lien Administrator appointed herein (each referred to as 

“Settlement Entity”) shall be deemed to have immunity in the 

performance of its respective tasks and duties in the Settlement and Plan 

of Distribution, except with respect to a Settlement Entity's willful 

misconduct. No person or entity shall have the right to institute any 

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action against any Settlement Entity for any matter covered by this 

immunity, except with respect to the Settlement Entity's willful 

misconduct. However, this provision shall not affect the right of a party 

in privity of contract with a Settlement Entity to institute and maintain 

actions against the Settlement Entity for breach of the Settlement 

Agreement or breach of the Settlement Entity's contractual 

responsibilities in connection with the Settlement.

BY THE COURT

___________________________

Hon. Joseph A. Dickson

United States Magistrate Judge

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