Stipulation of Settlement. The parties will negotiate in good faith to agree upon and execute an appropriate Stipulation of Settlement (the "Stipulation") and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of the Gehrer action upon the terms set forth in this Memorandum of Understanding (collectively, the "Settlement Documents"). The parties will use their best efforts to agree upon and execute the Settlement Documents within 60 days of the execution of this Memorandum of Understanding. The Stipulation will expressly provide, inter alia, (i) for certification by the Superior Court of the State of California for the County of San Diego (the "Court") of a non-opt out settlement class of ALARIS stockholders and their successors in interest and transferees, immediate and remote, from May 18, 2004, through and including the date of the consummation of the Merger (other than defendants) (the "Class"); (ii) for dismissal of the Gehrer action with prejudice and a complete release and settlement by the Class of all claims (excluding properly perfected rights of appraisal to the extent available under Delaware law and claims for enforcement of the Settlement), whether asserted directly, derivatively or otherwise, against ALARIS, any of the Individual Defendants (whether in their personal or representative capacities), Cardinal Health, Picower, or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past or present officers, directors, associates, stockholders, members, controlling persons, representatives, employees, attorneys, counselors, financial or investment advisors, dealer managers, consultants, accountants, investment bankers, commercial bankers, engineers, advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators (collectively, the "Releasees"), whether known or unknown and whether arising under federal, state or any other law (including, without limitation, the federal securities laws), which have been, or could have been, asserted in any court or forum against any of the Releasees and relating to the Offer, the Merger, the Merger Agreement, the Support Agreement, the Transaction or the related disclosure materials and any related matters (the "Settled Claims"); (iii) that upon Final Court Approval of the Settlement, the ...
Stipulation of Settlement. This Settlement Agreement, dated April 23, 2018, is made and entered into pursuant to Rule 23 of the Federal Rules of Civil Procedure and contains the terms of a settlement entered into by and among the Plaintiffs, on behalf of themselves and members of the Plaintiff Class, and Defendant, through their respective counsel in the above captioned action (collectively, “the Parties”).
Stipulation of Settlement. The parties to the Action will attempt in good faith to agree upon and execute an appropriate Stipulation of Settlement (the "Stipulation") and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of the Action upon the terms set forth in this Memorandum of Understanding (collectively, the "Settlement Documents"). The Stipulation will expressly provide, inter alia, for certification of a non-opt out settlement class of ASA shareholders and their successors in interest and transferees, immediate and remote, from February 15, 1999 through and including the Effective Time (as defined in the Merger Agreement) (the "Class"); for entry of a judgment dismissing the Actions "with prejudice" and without costs to any party except as expressly provided herein; for a complete release and settlement of all claims, whether asserted directly, derivatively or otherwise, against Defendants or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past, present or future officers, directors, associates, stockholders, controlling persons, representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, engineers, advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators, which have been, or could have been, asserted, whether known or unknown and whether arising under federal, state or any other law (including, without limitation, the federal securities laws), relating to the Transaction, the actions of ASA, the ASA Board (including each member of the ASA Board), Delta or Delta Sub, Inc. relating to the Transaction, the related disclosure materials, the events described in such disclosure materials, disclosures, facts and allegations that are or could (insofar as such transactions, disclosures, facts and allegations relate to, or occurred in connection with, the subject matter of the Action) be the subject of the Action; that Defendants have denied and continue to deny that they have committed or attempted to commit any violations of law or breaches of duty of any kind; that Defendants are entering into the Stipulation solely because the proposed Settlement would eliminate the burden, risk and expense of further litigation, and is in the best interes...
Stipulation of Settlement. The execution and performance by the Company and the Subsidiary Guarantors of their obligations under the Stipulation of Settlement shall not constitute a Default or Event of Default hereunder.
Stipulation of Settlement. This Stipulation of Settlement (the “Settlement Agreement”) constitutes an agreement between (i) the Representative Plaintiffs and the other members of the Class, and (ii) defendant Xxxxxx Xxxxxx Associates, L.P. (“Xxxxxx Xxxxxx”), each by and through his, her, their, or its undersigned attorneys. Capitalized terms used in this Settlement Agreement shall have the meaning ascribed to them in Section I.F of this Agreement or, if not defined therein, elsewhere in this Agreement.
Stipulation of Settlement. The parties to the Action will attempt in good faith to agree upon and execute an appropriate Stipulation of Settlement (the "Stipulation") and such other documentation as may be required in order to obtain Final Court Approval of the Settlement and the dismissal of the Action upon the terms set forth in this Memorandum of Understanding (collectively, the "Settlement Documents"). The Stipulation will expressly provide, inter alia, that:
Stipulation of Settlement. Notwithstanding anything in paragraphs 6.01 and 6.02 to the contrary, if (i) Plaintiff has not consummated the Exchange by November 1, 2007, or (ii) Plaintiff does not pay all reasonable Fees and Out-of-Pocket Expenses of all Defendants and Senior Note Holders, as described in Section 5 of the Stipulation of Settlement , the Senior Notes shall be deemed in default under the Indenture, an uncurable Event of Default, as defined in the Indenture, shall have occurred and such Senior Notes shall be deemed accelerated under the terms of Section 6.02 of the Indenture without any further act by any party; provided that the November 1, 2007 deadline for consummation of the Exchange may be extended for 15 days solely in the event the SEC has yet to qualify the Indenture under the Trust Indenture Act of 1939. Initially capitalized terms used in this Section 13.14 but not defined in the Indenture have the meanings ascribed to them in the Stipulation of Settlement.”
Stipulation of Settlement. By and through their undersigned counsel, the parties hereto stipulate and agree that all claims and counterclaims by each of them against any or all of the others of them herein are hereby settled and dismissed with prejudice, each party to bear its own costs. Respectfully submitted, ______________________________________ Xxxxxxx Xxxxxxxx Xxxxx (#0018631) SQUIRE, XXXXXXX & XXXXXXX 0000 Xxxxxxx Xxxxxx, 000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000-0000 (216/479-8500) Attorney for Plaintiff and Counterclaim Defendants First Union Real Estate Equity and Mortgage Investments and X. X. Xxxxxxxxxx _______________________________ Xxxxx X. Xxxxxx (#00031431) XXXXXXX, XXXXXXX & XXXXXX Xxx Xxxxxxxxx Xxxxxx, 00xx Xx. Xxxxxxxxx, Xxxx 00000 (000)000-0000 Attorney for Defendants Xxxxxxx X. Xxxxxxx and Turkey Vulture Fund XIII, Ltd. IT IS SO ORDERED. DATE:________________ _________________________________________ UNITED STATES DISTRICT COURT JUDGE IN THE COURT OF COMMON PLEAS CUYAHOGA COUNTY, OHIO XXXXXXX X. XXXXXXX, et ano., ) CASE NO. 297673 ) Plaintiffs, ) JUDGE XXXXXXX X. XxXXXXXXX ) v. ) ) XXXXX X. XXXXXXXXXX, et al., ) ) STIPULATION OF SETTLEMENT ) Defendants. ) By and through their undersigned counsel, the parties hereto stipulate and agree that all claims herein are hereby settled and dismissed with prejudice, each party to bear its own costs. Respectfully submitted, _____________________________ Xxxxx X. Xxxxxx (#00031431) XXXXXXX, XXXXXXX & XXXXXX Xxx Xxxxxxxxx Xxxxxx, 00xx Xx. Xxxxxxxxx, Xxxx 00000 (000)000-0000 Attorney for Plaintiffs ______________________________________ Xxxxxxx Xxxxxxxx Xxxxx (0018631) SQUIRE, XXXXXXX & XXXXXXX 0000 Xxxxxxx Xxxxxx, 000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000-0000 (216/479-8500) Attorney for Defendants IT IS SO ORDERED. DATE:____________________ ____________________________________ JUDGE
Stipulation of Settlement. This Stipulation of Settlement ("Stipulation") is entered into as of ___ __, 2008, subject to the approval of the Court, by and between the following, by their undersigned counsel: (i) Xxxx Xxxx and Spring Partners (collectively, "Plaintiffs"); (ii) nominal Defendant Escala Group, Inc. (“
Stipulation of Settlement. This Stipulation of Settlement is entered into in the above-captioned, consolidated, putative class action lawsuits (“Actions”) this 29th day of June, 2011, by and between Plaintiffs X. Xxxxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxxxxxx Xxxxxxx Xxxxx and Xxxx Xxxx Xxxxx (collectively referred to herein as “the Perrys”), and Xxxxx Xxxxxxxxxx and Xxxxxxx Xxxxxxxxxx (collectively referred to herein as “the Middendorfs”), all of the foregoing are collectively referred to herein as “Plaintiffs,” individually and on behalf of all members of the putative Settlement Class defined below, and Defendants Ohio Casualty Insurance Company (“OCIC”), West American Insurance Company (“WAIC”), Indiana Insurance Company (“IIC”), and Liberty Mutual Fire Insurance Company (“LMFIC”), (collectively, referred to herein as “Defendants”), by and through the Parties’ respective attorneys of record. Subject to the approval of the Court, the Parties agree to a settlement of all claims in the Actions brought by the Plaintiffs against Defendants.1 1 All capitalized terms shall have the meanings set forth in the “Definitions” section below.
