This matter is before the Court pursuant to the motion for final class certification and final approval of a proposed class action settlement of the above-captioned case (the “Action”) entered into between, on the one hand, Plaintiffs Paul Dickson, Joseph Goulden, Daniel Hoffman, Betty Miles, and Herbert Mitgang (“Author Sub-Class Representative Plaintiffs”), and The McGraw-Hill Companies, Inc., Pearson Education, Inc., Penguin Group (USA) Inc., Simon & Schuster, Inc., and John Wiley & Sons, Inc. (“Publisher Sub-Class Representative Plaintiffs”) (collectively “Representative Plaintiffs”), and, on the other hand, defendant Google Inc. (“Google”). Plaintiffs, through their counsel, the firms of Boni & Zack LLC, Milberg LLP, and Kohn, Swift & Graf, PC for the Author Sub-Class (“Author Sub-Class Counsel”), and the firm of Debevoise & Plimpton LLP for the Publisher Sub-Class (“Publisher Sub-Class Counsel”) (collectively “Class Counsel”), have moved for an Order approving the settlement of the Action in accordance with a Settlement Agreement, dated October 28, 2008, between Plaintiffs and Google (the “Settlement Agreement”). Having read and considered the Settlement Agreement and having held a hearing on the fairness of the proposed Settlement, at which objectors to the Settlement could appear, and based upon familiarity with the files and proceedings in this matter, the Court finds that:

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