Common use of Factual Investigation and Legal Inquiry and Decision to Settle Clause in Contracts

Factual Investigation and Legal Inquiry and Decision to Settle. Throughout the 2007 negotiations between Ford and the UAW over the terms of a new Ford-UAW National Agreement, the parties engaged in extended discussions concerning the impact of rising health care costs on Ford’s financial condition and its ability to compete in the North American marketplace. Ford provided the UAW with extensive information as to its financial condition and health care expenditures. On behalf of the UAW, a team of investment bankers, actuaries, and legal experts have reviewed Ford’s information, and provided the UAW with an assessment as to the state of Ford’s financial condition and analyzed the benefits of entering into the MOU. Ford officials also met with representatives of the UAW and its team of experts and answered questions and provided further detail, as requested. The UAW and its team of experts have now analyzed, inter alia, the funds necessary to provide ongoing Retiree Medical Benefits through the New Plan and the New VEBA. During these discussions, Ford asserted, as it had in Xxxxxxxx I, that it has the right to unilaterally modify and/or terminate the health care benefits applicable to its hourly retirees and that, without this Settlement Agreement, Ford would exercise its right to terminate the Xxxxxxxx I Settlement Agreement according to its terms as well as exercise its right to unilaterally modify retiree health care benefits. Although the UAW acknowledges Ford’s right to terminate the Xxxxxxxx I Settlement Agreement, it continues to assert that the retiree health care benefits are vested and that Ford does not have the right to unilaterally modify or terminate retiree health care benefits. On behalf of the Class, Class Counsel conducted a substantial factual investigation and legal inquiry prior to entering into the 2008 Settlement Agreement. Similar to what was done by the UAW, this included, inter alia, review of Ford’s financial information, review and analysis of collective bargaining agreements, relevant health care plan documents, and actuarial information, and review of material on Ford’s health care costs. Class Counsel retained experts to review the financial and actuarial information and, with the assistance of these experts, conducted an extensive review of Ford’s projected financial condition, Ford’s ability to provide Retiree Medical Benefits over the long term, and the proposed New VEBA’s ability to provide Retiree Medical Benefits over the long term with the funds available from the 2008 Settlement Agreement. Class Counsel has also thoroughly investigated the law applicable to the Class Members’ claims and has done so considering the collective bargaining agreements and health care plan documents affecting these claims. Class Counsel examined the benefits and certainty to be obtained under the 2008 Settlement Agreement for an aging Class, and has considered the costs, risks and delays associated with the prosecution of complex and time-consuming litigation, and the likely appeals of any rulings in favor of any party. In connection with the 2009 negotiations between Ford and the UAW over the terms of certain modifications to the 2007 Ford-UAW National Agreement, the UAW and its financial advisors engaged in further review and analysis of Ford’s financial condition in light of the economic conditions facing the automotive industry and the effect thereof on the ability of Ford to meet its payment obligations under the 2008 Settlement Agreement, absent the restructuring of such obligations pursuant to an amendment to the 2008 Settlement Agreement. They also analyzed the benefits of the amendments to the 2008 Settlement Agreement provided for in the Setlement Agreement Amendment and the favorable impact of entering into such amendments on the ability of the New VEBA to provide Retiree Medical Benefits over the long term in accordance with this Settlement Agreement. Acting on behalf of the Class, Class Counsel and their advisors conducted a similar review and analysis of Ford’s financial condition and of the benefits of the amendments to the 2008 Settlement Agreement, as reflected herein, and the favorable impact of entering into such amendments on the ability of the New VEBA to provide Retiree Medical Benefits over the long term in accordance with this Settlement Agreement. Based on that review and analysis, Class Counsel believes that, in consideration of all the circumstances, the amendments are fair, reasonable, adequate and in the best interest of all members of the Class. Class Counsel participated in the negotiation of this Settlement Agreement.

Factual Investigation and Legal Inquiry and Decision to Settle. Throughout the 2007 negotiations between Ford and the UAW over the terms of a new Ford-UAW National Agreement, the parties engaged in extended discussions concerning the impact of rising health care costs on Ford’s financial condition and its ability to compete in the North American marketplace. Ford provided the UAW with extensive information as to its financial condition and health care expenditures. On behalf of the UAW, a team of investment bankers, actuaries, and legal experts have reviewed FordXxxx’s information, and provided the UAW with an assessment as to the state of Ford’s financial condition and analyzed the benefits of entering into the MOU. Ford officials also met with representatives of the UAW and its team of experts and answered questions and provided further detail, as requested. The UAW and its team of experts have now analyzed, inter alia, the funds necessary to provide ongoing Retiree Medical Benefits through the New Plan and the New VEBA. During these discussions, Ford asserted, as it had in Xxxxxxxx Hardwick I, that it has the right to unilaterally modify and/or terminate the health care benefits applicable to its hourly retirees and that, without this Settlement Agreement, Ford would exercise its right to terminate the Xxxxxxxx I Settlement Agreement according to its terms as well as exercise its right to unilaterally modify retiree health care benefits. Although the UAW acknowledges Ford’s right to terminate the Xxxxxxxx Hardwick I Settlement Agreement, it continues to assert that the retiree health care benefits are vested and that Ford does not have the right to unilaterally modify or terminate retiree health care benefits. On behalf of the Class, Class Counsel conducted a substantial factual investigation and legal inquiry prior to entering into the 2008 Settlement Agreement. Similar to what was done by the UAW, this included, inter alia, review of Ford’s financial information, review and analysis of collective bargaining agreements, relevant health care plan documents, and actuarial information, and review of material on Ford’s health care costs. Class Counsel retained experts to review the financial and actuarial information and, with the assistance of these experts, conducted an extensive review of Ford’s projected financial condition, FordXxxx’s ability to provide Retiree Medical Benefits over the long term, and the proposed New VEBA’s ability to provide Retiree Medical Benefits over the long term with the funds available from the 2008 Settlement Agreement. Class Counsel has also thoroughly investigated the law applicable to the Class Members’ claims and has done so considering the collective bargaining agreements and health care plan documents affecting these claims. Class Counsel examined the benefits and certainty to be obtained under the 2008 Settlement Agreement for an aging Class, and has considered the costs, risks and delays associated with the prosecution of complex and time-consuming litigation, and the likely appeals of any rulings in favor of any party. In connection with the 2009 negotiations between Ford and the UAW over the terms of certain modifications to the 2007 Ford-UAW National Agreement, the UAW and its financial advisors engaged in further review and analysis of Ford’s financial condition in light of the economic conditions facing the automotive industry and the effect thereof on the ability of Ford to meet its payment obligations under the 2008 Settlement Agreement, absent the restructuring of such obligations pursuant to an amendment to the 2008 Settlement Agreement. They also analyzed the benefits of the amendments to the 2008 Settlement Agreement provided for in the Setlement Agreement Amendment and the favorable impact of entering into such amendments on the ability of the New VEBA to provide Retiree Medical Benefits over the long term in accordance with this Settlement Agreement. Acting on behalf of the Class, Class Counsel and their advisors conducted a similar review and analysis of Ford’s financial condition and of the benefits of the amendments to the 2008 Settlement Agreement, as reflected herein, and the favorable impact of entering into such amendments on the ability of the New VEBA to provide Retiree Medical Benefits over the long term in accordance with this Settlement Agreement. Based on that review and analysis, Class Counsel believes that, in consideration of all the circumstances, the amendments are fair, reasonable, adequate and in the best interest of all members of the Class. Class Counsel participated in the negotiation of this Settlement Agreement.

Factual Investigation and Legal Inquiry and Decision to Settle. Throughout the 2007 negotiations between Ford and the UAW over the terms of a new Ford-UAW National Agreement, the parties engaged in extended discussions concerning the impact of rising health care costs on Ford’s financial condition and its ability to compete in the North American marketplace. Ford provided the UAW with extensive information as to its financial condition and health care expenditures. On behalf of the UAW, a team of investment bankers, actuaries, and legal experts have reviewed Ford’s information, and provided the UAW with an assessment as to the state of Ford’s financial condition and analyzed the benefits of entering into the MOU. Ford officials also met with representatives of the UAW and its team of experts and answered questions and provided further detail, as requested. The UAW and its team of experts have now analyzed, inter alia, the funds necessary to provide ongoing Retiree Medical Benefits through the New Plan and the New VEBA. During these discussions, Ford asserted, as it had in Xxxxxxxx I, that it has the right to unilaterally modify and/or terminate the health care benefits applicable to its hourly retirees and that, without this Settlement Agreement, Ford would exercise its right to terminate the Xxxxxxxx I Settlement Agreement according to its terms as well as exercise its right to unilaterally modify retiree health care benefits. Although the UAW acknowledges Ford’s right to terminate the Xxxxxxxx I Settlement Agreement, it continues to assert that the retiree health care benefits are vested and that Ford does not have the right to unilaterally modify or terminate retiree health care benefits. On behalf of the Class, Class Counsel has conducted a substantial factual investigation and legal inquiry prior to entering into the 2008 this Settlement Agreement. Similar to what was done by the UAW, this included, inter alia, review of Ford’s financial information, review and analysis of collective bargaining agreements, relevant health care plan documents, and actuarial information, and review of material on Ford’s health care costs. Class Counsel retained experts to review the financial and actuarial information and, with the assistance of these experts, conducted an extensive review of Ford’s projected financial condition, Ford’s ability to provide Retiree Medical Benefits over the long term, and the proposed New VEBA’s ability to provide Retiree Medical Benefits over the long term with the funds available from the 2008 proposed Settlement Agreement. Class Counsel has also thoroughly investigated the law applicable to the Class Members’ claims and has done so considering the collective bargaining agreements and health care plan documents affecting these claims. Class Counsel examined the benefits and certainty to be obtained under the 2008 proposed Settlement Agreement for an aging Class, and has considered the costs, risks and delays associated with the prosecution of complex and time-consuming litigation, and the likely appeals of any rulings in favor of any party. In connection with Class Counsel has considered the 2009 negotiations between Ford and fact that, under the UAW over the terms of certain modifications to the 2007 Ford-UAW National proposed Settlement Agreement, the UAW and its financial advisors engaged in further review and analysis of Ford’s financial condition in light of the economic conditions facing the automotive industry and the effect thereof on the ability of Ford to meet its payment obligations under the 2008 Settlement Agreement, absent the restructuring of such obligations pursuant to an amendment to the 2008 Settlement Agreement. They also analyzed the benefits of the amendments to the 2008 Settlement Agreement provided for in the Setlement Agreement Amendment and the favorable impact of entering into such amendments on the ability of the New VEBA to provide Retiree Medical Benefits over the long term in accordance with this Settlement AgreementXxxxxxxx I through 2011 are preserved. Acting on behalf of the Class, Class Counsel and their advisors conducted a similar review and analysis of Ford’s financial condition and of the benefits of the amendments to the 2008 Settlement Agreement, as reflected herein, and the favorable impact of entering into such amendments on the ability of the New VEBA to provide Retiree Medical Benefits over the long term in accordance with this Settlement Agreement. Based on that review and analysis, Class Counsel believes that, in consideration of all the circumstances, the amendments are proposed settlement embodied in this Settlement Agreement is fair, reasonable, adequate and in the best interest of all members of the Class. Class Counsel participated in the negotiation of this Settlement Agreement.