REASON OF ANY SUCH INDEMNIFICATION).
FURTHER, TAXES AND TAX EXPENSES SHALL BE TREATED AS, AND CONSIDERED TO BE, A
COST OF ADMINISTRATION OF THE SETTLEMENT FUND AND SHALL BE TIMELY PAID BY THE
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ESCROW AGENT OUT OF THE SETTLEMENT FUND WITHOUT PRIOR ORDER FROM THE COURT AND
THE ESCROW AGENT SHALL BE OBLIGATED (NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY) TO WITHHOLD FROM DISTRIBUTION TO AUTHORIZED CLAIMANTS ANY FUNDS
NECESSARY TO PAY SUCH AMOUNTS INCLUDING THE ESTABLISHMENT OF ADEQUATE RESERVES
FOR ANY TAXES AND TAX EXPENSES (AS WELL AS ANY AMOUNTS THAT MAY BE REQUIRED TO
BE WITHHELD UNDER TREAS. REG. §1.468B-2(L)(2)); NEITHER THE SETTLING DEFENDANTS
NOR THEIR COUNSEL ARE RESPONSIBLE NOR SHALL THEY HAVE ANY LIABILITY THEREFOR.
NOTHING IN THIS ¶ 3.1 OR ANY PART OF THIS STIPULATION SHALL CONSTITUTE OR BE
CONSIDERED TO BE TAX ADVICE BY THE RELEASED PERSONS OR ANY OF THEIR RESPECTIVE
COUNSEL.
THE SETTLING PARTIES AGREE TO COOPERATE WITH THE ESCROW AGENT, EACH
OTHER, AND THEIR TAX ATTORNEYS AND ACCOUNTANTS TO THE EXTENT REASONABLY
NECESSARY TO CARRY OUT THE PROVISIONS OF THIS ¶ 3.1.
(D)
RELEASED PERSONS HAVE MADE NO REPRESENTATION
OR WARRANTY WITH RESPECT TO THE TAX TREATMENT BY ANY LEAD PLAINTIFFS OR
CLASS MEMBER OF ANY PAYMENT OR TRANSFER MADE PURSUANT TO THIS STIPULATION OR
DERIVED FROM OR MADE PURSUANT TO THE SETTLEMENT FUND.
(E)
FOR THE PURPOSE OF THIS ¶ 3.1, REFERENCES
TO THE SETTLEMENT FUND SHALL INCLUDE BOTH THE SETTLEMENT FUND AND THE
CLASS NOTICE AND ADMINISTRATION FUND AND SHALL ALSO INCLUDE ANY EARNINGS
THEREON.
4.
NOTICE ORDER AND SETTLEMENT HEARING
4.1
AS SOON AS PRACTICAL FOLLOWING EXECUTION OF
THE STIPULATION, LEAD COUNSEL SHALL SUBMIT THE STIPULATION TOGETHER WITH ITS
EXHIBITS TO THE COURT AND SHALL APPLY FOR ENTRY OF AN ORDER (THE "NOTICE
ORDER"), SUBSTANTIALLY IN THE FORM OF EXHIBIT A HERETO,
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REQUESTING, INTER ALIA, PRELIMINARY SETTLEMENT APPROVAL SET FORTH IN THE
STIPULATION, AND APPROVAL FOR THE MAILING OF A SETTLEMENT NOTICE (THE "NOTICE")
AND PUBLICATION OF A SUMMARY NOTICE, SUBSTANTIALLY IN THE FORMS OF EXHIBITS A-1
AND A-3 ATTACHED HERETO.
THE NOTICE SHALL INCLUDE THE GENERAL TERMS OF THE
SETTLEMENT SET FORTH IN THE STIPULATION, THE PROPOSED PLAN OF ALLOCATION, THE
GENERAL TERMS OF THE FEE AND EXPENSE APPLICATION, AND THE DATE OF THE SETTLEMENT
HEARING AS DEFINED BELOW.
4.2
LEAD COUNSEL SHALL REQUEST THAT, AFTER
NOTICE IS GIVEN, THE COURT HOLD A HEARING (THE "SETTLEMENT HEARING") AND PROVIDE
FINAL SETTLEMENT APPROVAL FOR THE LITIGATION WITH RESPECT TO THE SETTLING
DEFENDANTS AS SET FORTH HEREIN.
AT OR AFTER THE SETTLEMENT HEARING, LEAD
COUNSEL ALSO WILL REQUEST THAT THE COURT APPROVE THE PROPOSED PLAN OF ALLOCATION
AND THE FEE AND EXPENSE APPLICATION.
5.
RELEASES
5.1
UPON THE EFFECTIVE DATE, LEAD PLAINTIFFS AND
EACH OF THE CLASS MEMBERS SHALL BE DEEMED TO HAVE, AND BY OPERATION OF THE
JUDGMENT SHALL HAVE: (I) FULLY, FINALLY, AND FOREVER RELEASED, RELINQUISHED AND
DISCHARGED ALL RELEASED CLAIMS (INCLUDING UNKNOWN CLAIMS) AGAINST THE RELEASED
PERSONS, WHETHER OR NOT SUCH CLASS MEMBER EXECUTES