Defendants’ Denial of Wrongdoing and Liability. Throughout the course of the Action, and in this Stipulation, Defendants have denied and continue to deny each, any and all allegations of wrongdoing, fault, liability or damage whatsoever that have or could have been asserted in the Action. Defendants have also denied and continue to deny, inter alia, the allegations and claims that have been or could have been asserted by Lead Plaintiff, as well as the allegations that Lead Plaintiff and the Settlement Class have suffered damages and that Lead Plaintiff and the Settlement Class were harmed by the conduct alleged in the Action. Defendants continue to believe the claims asserted against them in the Action are without merit and that the Action itself should not be certified as a class action for purposes of trial and adjudication of liability and damages. Defendants have not conceded or admitted any wrongdoing or liability, are not doing so by entering into this Stipulation, and disclaim any and all wrongdoing and liability whatsoever. Defendants have agreed to enter into this Stipulation solely to avoid the uncertainties, burden, and expense of further litigation and to put the Released Claims to rest finally and forever. Nothing in this Stipulation shall be construed as or deemed evidence supporting an admission by any of Defendants or any of the Released Parties with respect to any of Lead Plaintiff’s allegations or claims, or of any wrongdoing, fault, liability or damages whatsoever.
Defendants’ Denial of Wrongdoing and Liability. The Defendants have denied, and continue to deny, each and every claim and contention alleged by Plaintiff in the Action and maintain that they have acted properly, lawfully, and in full accord with their fiduciary duties at all times. Further, the Defendants have denied expressly, and continue to deny, all allegations of wrongdoing, fault, liability, or damage against them arising out of any of the conduct, statements, acts, or omissions alleged, or that could have been alleged, in the Action and deny that they have ever committed or attempted to commit any violations of law, any breach of fiduciary duty owed to Northwest or its shareholders, or any wrongdoing whatsoever. Had the terms of this Stipulation not been reached, the Defendants would have continued to contest Plaintiff’s allegations, and the Defendants maintain that they had and have meritorious defenses to all claims alleged in the Action. Without admitting the validity of any of the claims that Plaintiff has asserted in the Action, or any liability with respect thereto, Defendants have concluded that it is desirable and beneficial that the claims be settled on the terms and subject to the conditions set forth herein. Defendants are entering into the settlement described herein because it will eliminate the uncertainty, distraction, disruption, burden, and expense of further litigation of the Action. Neither this Stipulation, nor any of its terms or provisions, nor any act performed or document executed pursuant to or in furtherance of the settlement described herein: (a) is, may be construed as, or may be used as an admission of, or evidence of, the truth or validity of any of the Plaintiff’s Released Claims, of any claims or allegations made in the Action, or of any purported acts or omissions by the Defendants; (b) is, may be construed as, or may be used as an admission of, or evidence of, any fault, omission, negligence, or wrongdoing by the Defendants, or any concession of liability whatsoever; or (c) is, may be construed as, or may be used as an admission of, or evidence of, a concession by any Defendant of any infirmity in the defenses that Defendants asserted or could have asserted in this Action or otherwise.
Defendants’ Denial of Wrongdoing and Liability. 13 Throughout the course of the Action and in this Stipulation, Defendants 14 have denied and continue to deny each, any, and all allegations of wrongdoing, 15 fault, liability, or damage whatsoever that have or could have been asserted in the 16 Action. Defendants have also denied and continue to deny, inter alia, the 17 allegations and claims that have been or could have been asserted by Plaintiffs, as 18 well as the allegations that Plaintiffs or the Class have suffered damages or that 19 Plaintiffs or the Class were harmed by the conduct alleged in the Action.
Defendants’ Denial of Wrongdoing and Liability. Defendant has denied and continues to deny each and all of the claims and contentions alleged by the Class Representatives in the Action. Defendant has expressly denied and continues to deny all charges of wrongdoing or liability against it arising out of any of the conduct, statements, acts or omissions alleged in the Action. Defendant contends that it complied in good faith with California laws, properly classified the Class Representatives and Settlement Class Members under applicable state and federal law, and has dealt legally and fairly with Class Representatives and Settlement Class Members. Defendant further denies that, for any purpose other than settling this Action, these claims are appropriate for class or representative treatment. Nonetheless, Defendant has concluded that further proceedings in the Action would be protracted and expensive and that it is desirable that the Action be fully and finally settled in the manner and upon the terms and conditions set forth in this Agreement in order to dispose of burdensome and protracted litigation and to permit the operation of Defendant’s business without further expensive litigation and the distraction and diversion of its personnel with respect to matters at issue in the Action. Defendant has also taken into account the uncertainty and risks inherent in any litigation, especially in complex cases such as the Action. Defendant has, therefore, determined that it is desirable and beneficial to it that the Action be settled in the manner and upon the terms and conditions set forth in this Agreement.
Defendants’ Denial of Wrongdoing and Liability. 2.7. Metacafe denies any and all allegations of wrongdoing. Nothing in this Settlement Agreement shall be construed, interpreted, or deemed to be evidence of or an admission, presumption, or concession on the part of Metacafe or any Released Party of any fault, liability, or wrongdoing as to any facts or claims asserted in the Matters or any infirmity in the defenses that any Released Party has asserted or could assert in the Matters or in any other actions or proceedings.
Defendants’ Denial of Wrongdoing and Liability. Defendants are entering into this Settlement solely to avoid the burden, inconvenience, and expense associated with continuing the Litigation. Defendants expressly have denied and continue to deny all charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts, and/or omissions alleged in the Litigation. Defendants also have denied and continue to deny the allegations that Lead Plaintiff or Class Members have suffered damage or were otherwise harmed by the conduct alleged in the Litigation. Defendants have asserted and continue to assert that, at all times, they acted in good faith and in a manner reasonably believed to be in accordance with all applicable rules, regulations and laws. Accordingly, the Settlement may not be construed as an admission of any wrongdoing by Defendants.
Defendants’ Denial of Wrongdoing and Liability. Defendants believe the claims and contentions alleged in the Litigation are without merit. Defendants deny allegations of wrongdoing and liability. Nonetheless, Defendants have concluded that further litigation would be impractical, protracted, and expensive. Defendants desire that the Litigation be fully and finally resolved in the manner and upon the terms and conditions set forth in the Settlement Agreement.
Defendants’ Denial of Wrongdoing and Liability. The entry by Defendants into this Stipulation is not an admission as to the merit of any claims asserted in the Action. The Released Group (to the extent applicable to any given Defendant or Released Group member) have denied, and continue to deny, all allegations of wrongdoing, fault, liability, or damage to Plaintiffs or the Class, deny that they engaged in any wrongdoing, deny that they committed any violation of law, deny that the Proxy (or any other public disclosures) was in any way deficient, deny that the process by which the Merger was negotiated was insufficient in any way, deny that the Merger Consideration was insufficient in any way, deny that they acted improperly in any way, believe that they acted properly and in accordance with their fiduciary duties at all times, believe that the Action lacks merit, and maintain that they committed no disclosure violations or any other breach of duty whatsoever in connection with the Merger or any public disclosures, but wish to enter into the Settlement solely because they consider it desirable to, among other things: (i) eliminate the burden, inconvenience, expense, risk, and distraction to Defendants of further litigation and trial; and (ii) finally put to rest and terminate all claims that were or could have been asserted against the Released Group in the Action.
