Common use of DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY Clause in Contracts

DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. Defendants have denied and continue to deny each and all of the claims alleged by Lead Plaintiff and the Class in 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 or omissions alleged, or that could have been alleged, in the Litigation. Defendants also have denied and continue to deny, among other allegations, the allegations that the Lead Plaintiff or the Class have suffered any damage, that the price of Lexmark common stock was artificially inflated by reasons of alleged misrepresentations, non-disclosures or otherwise, or that the Lead Plaintiff or the Class were harmed by the conduct alleged in the Litigation or that could have been alleged as part of the Litigation. Defendants believe that the evidence developed to date shows that they acted properly at all times and that the Litigation is without merit. In addition, Defendants maintain that they have meritorious defenses to all claims alleged in the Litigation. Nonetheless, Defendants have concluded that further conduct of the Litigation would be protracted and expensive, and that it is desirable that the Litigation be fully and finally settled in the manner and upon the terms and conditions set forth in this Stipulation. Defendants also have taken into account the uncertainty and risks inherent in any litigation, especially in complex cases such as this Litigation. Defendants have, therefore, determined that it is desirable and beneficial to them that the Litigation be settled in the manner and upon the terms and conditions set forth in this Stipulation.

DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. Throughout this Action, Defendants have denied denied, and continue to deny deny, any and all allegations of fault, liability, wrongdoing, or damages whatsoever. Defendants expressly have denied, and continue to deny, that they have committed any act or omission giving rise to any liability under §§10(b) or 20(a) of the Securities Exchange Act of 1934 or §§11, 12(a)(2) or 15 of the Securities Act of 1933. Specifically, Defendants expressly have denied, and continue to deny, each and all of the claims alleged by Lead Plaintiff and the Class Plaintiffs in the Litigation. Defendants expressly have denied and continue to deny all charges of wrongdoing or Action, including, without limitation, any liability against them arising out of any of the conduct, statements, acts acts, or omissions alleged, or that could have been alleged, in the LitigationAction. Defendants also have denied denied, and continue to deny, among other allegations, the allegations (i) that the Challenged Statements were materially false or misleading when made, and (ii) that Lead Plaintiff or the Class have suffered any damage, that the price of Lexmark common stock was artificially inflated by reasons of alleged misrepresentations, non-disclosures or otherwise, or that the Lead Plaintiff Plaintiffs or the Class were harmed by as a result of the conduct alleged in the Litigation or that could have been alleged Challenged Statements. Specifically, as part of the Litigation. settlement process, certain Defendants believe provided confirmatory discovery to Lead Plaintiffs in the form of documents that they intend to introduce at trial to prove that the evidence developed to date shows that Gander Statements challenged by Lead Plaintiffs were true at the time they acted properly at all times and that were made (the Litigation is without merit“Confirmatory Discovery”). In addition, Defendants maintain that they have meritorious defenses to all claims alleged in the LitigationAction. NonethelessAs set forth below, neither the Settlement nor any of the terms of this Stipulation (whether or not consummated), including the exhibits hereto (the “Exhibits”) and the Plan of Allocation contained herein (or any other plan of allocation that may be approved by the Court), the negotiations leading to the execution of this Stipulation and the Settlement, nor any proceedings taken pursuant to or in connection with this Stipulation, and/or approval of the Settlement (including any arguments proffered in connection therewith) shall in any event be construed or deemed to be evidence of or constitute an admission, concession, or finding of any fault, liability, wrongdoing, or damage whatsoever or any infirmity in the defenses that Defendants have, or could have, asserted. Defendants have concluded that further conduct of the Litigation Action would be protracted and expensive, and that it is desirable that the Litigation Action be fully and finally settled in the manner and upon the terms and conditions set forth in this Stipulation. Defendants also have taken into account the uncertainty and risks inherent in any litigation, especially in complex cases such as this Litigation. Defendants have, therefore, determined that it is desirable and beneficial to them that the Litigation be settled in the manner and upon the terms and conditions set forth in this Stipulation.

DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. Defendants have denied, and continue to deny, that a pre-suit demand on the Board would have been futile and, therefore, excused. Individual Defendants have denied, and continue to deny, each and every claim and contention alleged by Plaintiffs in the Derivative Action and affirm that they have acted properly, lawfully, and in full accord with their fiduciary duties, at all times. Further, Individual Defendants have denied expressly, and continue to deny each and deny, all allegations of the claims alleged by Lead Plaintiff and the Class in the Litigation. Defendants expressly have denied and continue to deny all charges of wrongdoing wrongdoing, fault, liability, or liability damage against them arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Litigation. Defendants also Derivative Action and deny that they have denied and continue ever committed or attempted to denycommit any violations of law, among other allegations, the allegations that the Lead Plaintiff any breach of fiduciary duty owed to Impinj or the Class have suffered any damage, that the price of Lexmark common stock was artificially inflated by reasons of alleged misrepresentations, non-disclosures or otherwiseits stockholders, or that any wrongdoing whatsoever. Had the Lead Plaintiff or the Class were harmed by the conduct alleged in the Litigation or that could terms of this Stipulation not been reached, Individual Defendants would have been alleged as part of the Litigation. Defendants believe that the evidence developed continued to date shows that they acted properly at all times contest Plaintiffs’ allegations vigorously, and that the Litigation is without merit. In addition, Individual Defendants maintain that they had and have meritorious defenses to all claims alleged in the LitigationDerivative Action. NonethelessYet, Impinj and the Individual Defendants acknowledge and agree that the Corporate Governance Reforms confer a substantial benefit to Impinj and its stockholders. Without admitting the validity of any of the claims that Plaintiffs have asserted in the Derivative Action, or any liability with respect thereto, Defendants have concluded that further conduct of the Litigation would be protracted and expensive, and that it is desirable that the Litigation claims be fully and finally settled in the manner and upon on the terms and subject to the conditions set forth in this Stipulation. Defendants also have taken into account the uncertainty and risks inherent in any litigation, especially in complex cases such as this Litigation. Defendants have, therefore, determined that it is desirable and beneficial to them that the Litigation be settled in the manner and upon the terms and conditions set forth in this Stipulationherein.

DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. On November 2, 2017, Xx. Xxxxxx entered a plea of guilty (the “Xxxxxx Plea”) in the criminal action styled USA x. Xxxxxx, No. 1:17-cv-00676 (S.D.N.Y.). With the exception of the Xxxxxx Plea, Defendants have denied and continue to deny each and all of the claims and contentions alleged by Lead Plaintiff and in the Class in the Litigation. Action, and Defendants expressly have denied and continue to deny all charges that they have committed, threatened to commit, aided and abetted in the commission of, or controlled any person or entity with respect to any violations of wrongdoing law or liability against them arising out breaches of any of the conduct, statements, duty or wrongful acts or omissions alleged, or that could have been alleged, in the Litigation. Class Action, and Defendants also have denied and continue to deny, among other allegations, the allegations that the Lead Plaintiff or the Class have suffered any damage, that the price of Lexmark common stock was artificially inflated by reasons of alleged misrepresentations, non-disclosures or otherwise, or that the Lead Plaintiff or the Class were harmed by the conduct alleged in the Litigation or that could have been alleged as part of the Litigation. Defendants believe that the evidence developed to date shows expressly maintain that they acted properly diligently and scrupulously complied at all times with any and that the Litigation is without merit. In addition, Defendants maintain that they have meritorious defenses to all claims alleged in the Litigationfiduciary and other legal duties. Nonetheless, Defendants have concluded that further conduct of the Litigation Class Action would be protracted and expensive, and that it is desirable that the Litigation Class Action be fully and finally settled in the manner and upon the terms and conditions set forth in this Stipulation, to limit further expense, inconvenience and distraction, and to dispose of the burden of protracted litigation. Defendants have also have taken into account the uncertainty and risks inherent in any litigation, especially in complex cases such as this Litigationlike these. Defendants have, therefore, determined that it is desirable and beneficial to them that the Litigation Class Action be settled in the manner and upon the terms and conditions set forth in this Stipulation, without admitting the validity of any allegation made in the Litigation or any liability with respect thereto.

DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. Defendants have denied denied, and continue to deny deny, that they have committed any act or omission giving rise to any liability or violation of the law. Specifically, Defendants have denied, and continue to deny, each and all every one of the claims and contentions alleged by Lead Plaintiff and the Class plaintiffs in the LitigationLitigations. Defendants have expressly have denied and continue to deny all charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the LitigationLitigations. Defendants also further have denied denied, and continue to deny, among other allegations, the allegations that the Lead Federal Plaintiffs and State Plaintiff or the Class have suffered any damage, that the price of Lexmark common stock was artificially inflated by reasons of alleged misrepresentations, non-disclosures damages or otherwise, or that the Lead Plaintiff or the Class were harmed by the conduct alleged in the Litigation or that could have been alleged as part of the Litigation. Defendants believe have asserted, and continue to assert, that the evidence developed to date shows that they acted properly their conduct was at all times proper and that the Litigation is without merit. In addition, Defendants maintain that they have meritorious defenses to in compliance with all claims alleged in the Litigationapplicable provisions of law. Nonetheless, Defendants have concluded that further conduct defense of the Litigation would Litigations in two separate forums could be protracted and expensive, and that it is desirable that the Litigation be fully and finally settled in the manner and upon the terms and conditions set forth in this Stipulation. Defendants also have taken into account the uncertainty and risks inherent in any litigation, especially in complex cases such as this Litigationthe Litigations. Defendants have, therefore, determined that it is desirable and beneficial to them that the Litigation Litigations be fully and finally settled in the manner and upon the terms and conditions set forth in this Stipulation. As set forth below, neither the settlement nor any of the terms of this Stipulation shall constitute an admission or finding of any fault, liability, wrongdoing, or damage whatsoever, or any infirmity in the defenses that Defendants have, or could have, asserted in the Litigation.

DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. Defendants have denied and continue to deny each and all of the claims alleged by Lead Plaintiff and the Class in 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 or omissions alleged, or that could have been alleged, in the Litigation. Defendants also have denied and continue to deny, among other allegations, the allegations that the Lead Plaintiff or the Class have suffered any damage, that the price of Lexmark OneMain common stock shares was artificially inflated by reasons of alleged misrepresentations, non-disclosures or otherwise, or that the Lead Plaintiff or the Class were harmed by the conduct alleged in the Litigation or that could have been alleged as part of the Litigation. Defendants believe that the evidence developed to date shows supports their position that they acted properly at all times and that the Litigation is without merit. In addition, Defendants maintain that they have meritorious defenses to all claims alleged in the Litigation. Nonetheless, Defendants have concluded that further conduct of the Litigation would be protracted and expensive, and that it is desirable that the Litigation be fully and finally settled in the manner and upon the terms and conditions set forth in this Stipulation. Defendants also have taken into account the uncertainty and risks inherent in any litigation, especially in complex cases such as this Litigation. Defendants have, therefore, determined that it is desirable and beneficial to them that the Litigation be settled in the manner and upon the terms and conditions set forth in this Stipulation.

DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. The Individual Defendants have denied and continue to deny each and all that they have committed, threatened or attempted to commit any violations of the claims alleged by Lead Plaintiff and the Class in the Litigationlaw, or breached any fiduciary duty owed to Plaintiffs, Ixia, or its shareholders. The Individual Defendants expressly have denied also deny and continue to deny all charges that they engaged in any of wrongdoing or liability against them arising out the wrongful acts alleged in the Action and expressly maintain that they diligently and scrupulously complied with their fiduciary and other legal duties. Without admitting the validity of any of the conduct, statements, acts or omissions allegedclaims Plaintiffs have asserted in the Action, or that could have been alleged, in the Litigation. Defendants also have denied and continue to deny, among other allegations, the allegations that the Lead Plaintiff or the Class have suffered any damage, that the price of Lexmark common stock was artificially inflated by reasons of alleged misrepresentations, non-disclosures or otherwise, or that the Lead Plaintiff or the Class were harmed by the conduct alleged in the Litigation or that could have been alleged as part of the Litigation. Defendants believe that the evidence developed to date shows that they acted properly at all times and that the Litigation is without merit. In addition, Defendants maintain that they have meritorious defenses to all claims alleged in the Litigation. Nonethelessliability with respect thereto, Defendants have concluded that further conduct of the Litigation would be protracted and expensive, and that it is desirable that the Litigation be fully and finally settled claims in the manner and upon Action be settled on the terms and subject to the conditions set forth in this the Stipulation. Defendants also have taken are entering into account this Settlement because it will eliminate the uncertainty uncertainty, distraction, disruption, burden, risk, and risks inherent in any expense of further litigation. Further, especially in complex cases such as this Litigation. Defendants have, therefore, determined that it is desirable and beneficial to them acknowledge that the Litigation be settled Settlement is fair, reasonable, adequate, and in the manner best interests of Ixia and upon Current Ixia Shareholders. Neither the Stipulation, nor any of its terms and conditions set forth in this or provisions, nor entry of the Judgment, nor any document or exhibit referred to or attached to the Stipulation, nor any action taken to carry out the Stipulation, is or may be construed or used as evidence of the validity of any of Plaintiffs’ Released Claims, or as an admission by or against Defendants of any fault, wrongdoing, or concession of liability whatsoever.

DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. 22 Defendants have denied and continue to deny each and all allegations of the claims alleged by Lead Plaintiff and the Class in the Litigation. Defendants expressly have denied and continue to deny all charges of any wrongdoing or liability 23 against them whatsoever arising out of any of the conduct, statements, acts or omissions alleged, or 24 that could have been alleged, in the LitigationAction. Defendants also have denied and continue to denyNeither the Settlement nor any of the terms of this 25 Stipulation shall constitute an admission or finding of any fault, among other allegationsliability, the allegations that the Lead Plaintiff or the Class have suffered any damage, that the price of Lexmark common stock was artificially inflated by reasons of alleged misrepresentations, non-disclosures or otherwisewrongdoing, or that the Lead Plaintiff damages 26 whatsoever or the Class were harmed by the conduct alleged any infirmity in the Litigation defenses that Defendants have, or that could have been alleged as part of the Litigation. Defendants believe that the evidence developed to date shows that they acted properly at all times and that the Litigation is without merithave, asserted. In addition, Defendants maintain that they have meritorious defenses to all claims alleged in 27 neither the Litigation. Nonetheless, Defendants have concluded that further conduct Settlement nor any of the Litigation would be protracted and expensiveterms of this Stipulation shall constitute an admission or 28 concession by Defendants regarding the appropriateness of certifying a class in this Action. 1 Defendants are entering into this Stipulation solely to eliminate the uncertainty, burden, and expense 2 of further litigation and have determined that it is desirable and beneficial to them that the Litigation Action be fully and finally 3 settled in the manner and upon the terms and conditions set forth in this Stipulation. Defendants also have taken into account Nonetheless, 4 recognizing the costs, distraction and the attendant uncertainty and risks inherent in any of litigation, especially in complex cases such as this Litigation. and without 5 conceding the merit of any of the claims asserted by Plaintiffs and the Settlement Class or of any lack 6 of merit of any of their defenses, Defendants havehave agreed, therefore, determined that it is desirable and beneficial pursuant to them that the Litigation be settled in the manner and upon the terms and conditions set forth of this Stipulation, to 7 settle all claims that were or could have been asserted in this StipulationAction.

DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. Defendants have denied denied, and continue to deny each and all deny, that they have committed any act or omission giving rise to any liability or violation of the claims alleged by Lead Plaintiff and the Class in the Litigationlaw. Specifically, Defendants expressly have denied denied, and continue to deny deny, each and every claim alleged by Plaintiffs in the Action, along with all the charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts acts, or omissions alleged, or that could have been alleged, in the LitigationAction. Defendants also have denied denied, and continue to deny, among other allegations, the allegations that the Lead Plaintiff Plaintiffs or the Settlement Class have suffered any damage, that the price of Lexmark common stock was artificially inflated by reasons of alleged misrepresentations, non-disclosures or otherwise, or that the Lead Plaintiff Plaintiffs or the Settlement Class were harmed by the conduct alleged in the Litigation alleged, or that could have been alleged as part of alleged, in the LitigationAction. Defendants have asserted, and continue to assert, that their conduct was at all times proper and in compliance with all applicable provisions of law, and believe that the evidence developed to date shows supports their position that they acted properly at all times and that the Litigation Action is without merit. In addition, Defendants maintain that they have meritorious defenses to all claims alleged in the LitigationAction. NonethelessAs set forth below, Defendants have concluded that further conduct nothing in this Stipulation or any other aspect of the Litigation would Settlement shall be protracted and expensiveconstrued or deemed to be evidence of an admission or concession on the part of any Defendant with respect to any claim or of any fault, and that it is desirable that the Litigation be fully and finally settled liability, wrongdoing or damage whatsoever, or any infirmity in the manner and upon the terms and conditions set forth in this Stipulation. Defendants also have taken into account the uncertainty and risks inherent in any litigation, especially in complex cases such as this Litigation. defenses that Defendants have, thereforeor could have, asserted. Defendants are entering into this Stipulation solely to eliminate the burden and expense of further litigation. Defendants have determined that it is desirable and beneficial to them that the Litigation Action be settled in the manner and upon the terms and conditions set forth in this Stipulation.

DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. The Individual Defendants have denied, and continue to deny, each and every claim and contention alleged by Plaintiffs in the Actions and Shareholder in the Shareholder Demand. The Individual Defendants affirm that they have acted properly, lawfully, and in full accord with their fiduciary duties at all times. Further, the Individual Defendants have denied expressly, and continue to deny each and deny, all allegations of the claims alleged by Lead Plaintiff and the Class in the Litigation. Defendants expressly have denied and continue to deny all charges of wrongdoing wrongdoing, fault, liability, or liability damage against them arising out of any of the conduct, statements, acts acts, or omissions alleged, or that could have been alleged, in the LitigationActions or the Shareholder Xxxxxx. The Individual Defendants also deny that they have denied ever committed or attempted to commit any violations of law, any breach of fiduciary duty owed to Flowers or its shareholders, or any wrongdoing whatsoever. Had the terms of this Stipulation not been reached, the Individual Defendants would have continued to contest vigorously Plaintiffs’ and continue to deny, among other Shareholder’s allegations, and the allegations that the Lead Plaintiff or the Class have suffered any damage, that the price of Lexmark common stock was artificially inflated by reasons of alleged misrepresentations, non-disclosures or otherwise, or that the Lead Plaintiff or the Class were harmed by the conduct alleged in the Litigation or that could have been alleged as part of the Litigation. Defendants believe that the evidence developed to date shows that they acted properly at all times and that the Litigation is without merit. In addition, Individual Defendants maintain that they had and have meritorious defenses to all claims alleged in the LitigationActions and the Shareholder Demand. NonethelessWithout admitting the validity of any of the claims that Plaintiffs and Shareholder have asserted in the Actions and the Shareholder Demand, or any liability with respect thereto, Defendants have concluded that further conduct of the Litigation would be protracted and expensive, and that it is desirable that the Litigation claims be fully and finally settled in the manner and upon on the terms and subject to the conditions set forth in herein. Defendants are entering into this Settlement because it will eliminate the uncertainty, distraction, disruption, burden, and expense of further litigation of the Actions and the Shareholder Demand. Neither this Stipulation. Defendants also have taken into account , nor any of its terms or provisions, nor any act performed or document executed pursuant to or in furtherance of the uncertainty and risks inherent in Settlement: (a) is, may be construed as, or may be used as, an admission of, or evidence of, the truth or validity of (i) any litigationof the Released Claims, especially in complex cases such as this Litigation. Defendants have, therefore, determined that it is desirable and beneficial to them that the Litigation be settled (ii) any claims or allegations made in the manner and upon Actions or the terms and conditions set forth Shareholder Demand, or (iii) 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, (i) any fault, omission, negligence, or wrongdoing by the Defendants, or (ii) 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 this Stipulationthe defenses that Defendants asserted or could have asserted in these Actions, the Shareholder Demand, or otherwise.

DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. The Individual Defendants have denied, and continue to deny, each and every claim and contention alleged by Plaintiffs in the Consolidated Action and affirm that they have acted properly, lawfully, and in full accord with their fiduciary duties, at all times. Further, the Individual Defendants have denied expressly, and continue to deny each and deny, all allegations of the claims alleged by Lead Plaintiff and the Class in the Litigation. Defendants expressly have denied and continue to deny all charges of wrongdoing wrongdoing, fault, liability, or liability damage against them arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the LitigationConsolidated Action and deny that they have ever committed or attempted to commit any violations of law, any breach of fiduciary duty owed to ADES or its shareholders, or any wrongdoing whatsoever. Had the terms of the Stipulation not been reached, the Individual Defendants also would have denied and continue continued to deny, among other contest vigorously Plaintiffs’ allegations, and the allegations that the Lead Plaintiff or the Class have suffered any damage, that the price of Lexmark common stock was artificially inflated by reasons of alleged misrepresentations, non-disclosures or otherwise, or that the Lead Plaintiff or the Class were harmed by the conduct alleged in the Litigation or that could have been alleged as part of the Litigation. Defendants believe that the evidence developed to date shows that they acted properly at all times and that the Litigation is without merit. In addition, Individual Defendants maintain that they had and have meritorious defenses to all claims alleged in the LitigationConsolidated Action. NonethelessDefendants maintain that ADES always has been, and continues to be, committed to the implementation, enhancement and enforcement of rigorous corporate governance measures. Without admitting the validity of any of the claims that Plaintiffs have asserted in the Consolidated Action, or any liability with respect thereto, Defendants have concluded that further conduct of the Litigation would be protracted and expensive, and that it is desirable that the Litigation claims be fully and finally settled in the manner and upon on the terms and subject to the conditions set forth in this Stipulationherein. Defendants also have taken are entering into account the uncertainty Settlement because it will eliminate the uncertainty, distraction, disruption, burden, and risks inherent expense of further litigation of the Consolidated Action. Neither the Stipulation, nor any of its terms or provisions, nor any act performed or document executed pursuant to or in furtherance of the Settlement: (a) is, may be construed as, or may be used as an admission of, or evidence of, the truth or validity of any litigationof the Released Claims, especially in complex cases such as this Litigation. Defendants have, therefore, determined that it is desirable and beneficial to them that the Litigation be settled of any claims or allegations made in the manner and upon Consolidated Action, or of any purported acts or omissions by the terms and conditions set forth 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 this Stipulationthe defenses that Defendants asserted or could have asserted in these Consolidated Action or otherwise.

DEFENDANTS’ DENIALS 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 each and deny, all allegations of the claims alleged by Lead Plaintiff and the Class in the Litigation. Defendants expressly have denied and continue to deny all charges of wrongdoing wrongdoing, fault, liability, or liability damage against them arising out of any of the conduct, statements, acts acts, or omissions alleged, or that could have been alleged, in the LitigationAction 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 also would have denied and continue continued to deny, among other contest Plaintiff’s allegations, and the allegations that the Lead Plaintiff or the Class have suffered any damage, that the price of Lexmark common stock was artificially inflated by reasons of alleged misrepresentations, non-disclosures or otherwise, or that the Lead Plaintiff or the Class were harmed by the conduct alleged in the Litigation or that could have been alleged as part of the Litigation. Defendants believe that the evidence developed to date shows that they acted properly at all times and that the Litigation is without merit. In addition, Defendants maintain that they had and have meritorious defenses to all claims alleged in the LitigationAction. NonethelessWithout 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 further conduct of the Litigation would be protracted and expensive, and that it is desirable that the Litigation be fully and finally settled in the manner and upon the terms and conditions set forth in this Stipulation. Defendants also have taken into account the uncertainty and risks inherent in any litigation, especially in complex cases such as this Litigation. Defendants have, therefore, determined that it is desirable and beneficial to them that the Litigation claims be settled in the manner and upon 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 the Stipulation, nor any of its terms or provisions, nor any act performed or document executed pursuant to or in furtherance of the settlement described therein: (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 StipulationAction or otherwise.

DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. Throughout this Litigation, Defendants have denied denied, and continue to deny each deny, any and all of the claims alleged by Lead Plaintiff and the Class in the Litigation, including any allegations of fault, liability, wrongdoing, or damages whatsoever. Defendants expressly have denied and continue to deny all charges of wrongdoing or liability against them arising out of any of the conductdenied, statements, acts or omissions alleged, or that could have been alleged, in the Litigation. Defendants also have denied and continue to deny, among other allegationsthat they have committed any act or made any materially misleading statement giving rise to any liability under §§10(b) and 20(a) of the Securities Exchange Act of 1934. Specifically, Defendants expressly have denied, and continue to deny, that they have committed or intended to commit any wrongdoing or violations of law as alleged in any complaint in the allegations Litigation, and maintain that the Lead Plaintiff their conduct was at all times proper and in compliance with applicable provisions of law. Defendants also have denied, and continue to deny, that they made any material misstatement or the Class have suffered any damageomission, that the price of Lexmark common stock was Graña y Montero American Depository Shares (“ADS”) were artificially inflated by reasons as a result, that they acted with the requisite state of alleged misrepresentationsmind, non-disclosures or otherwisethat any plaintiff, including Plaintiffs, has suffered any damages, or that the Lead Plaintiff or the Class were any plaintiff, including Plaintiffs, was harmed by the any conduct alleged in the Litigation or that could have been alleged as part of the Litigationtherein. Defendants believe that the evidence developed to date shows that they acted properly at all times and that the Litigation is without merit. In addition, Defendants maintain that they have meritorious defenses to all claims alleged in the Litigation. NonethelessAs set forth below, Defendants have concluded that further conduct neither the Settlement nor any of the Litigation would terms of this Stipulation shall be protracted and expensiveconstrued or deemed to be evidence of or constitute an admission, and that it is desirable that the Litigation be fully and finally settled concession, or finding of any fault, liability, wrongdoing, or damage whatsoever or any infirmity in the manner and upon the terms and conditions set forth in this Stipulation. Defendants also have taken into account the uncertainty and risks inherent in any litigation, especially in complex cases such as this Litigation. defenses that Defendants have, thereforeor could have, asserted. Defendants are entering into this Stipulation solely to eliminate the burden, expense, and uncertainty of further litigation. Defendants have determined that it is desirable and beneficial to them that the Litigation be settled in the manner and upon the terms and conditions set forth in this Stipulation.

DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. The Individual Defendants have denied, and continue to deny, each and every claim and contention alleged by Plaintiffs in the Consolidated Action and affirm that they have acted properly, lawfully, and in full accord with their fiduciary duties, at all times. Further, the Individual Defendants have denied expressly, and continue to deny each and deny, all allegations of the claims alleged by Lead Plaintiff and the Class in the Litigation. Defendants expressly have denied and continue to deny all charges of wrongdoing wrongdoing, fault, liability, or liability damage against them arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the LitigationConsolidated Action and deny that they have ever committed or attempted to commit any violations of law, any breach of fiduciary duty owed to ADES or its shareholders, or any wrongdoing whatsoever. Had the terms of this Stipulation not been reached, the Individual Defendants also would have denied and continue continued to deny, among other contest vigorously Plaintiffs’ allegations, and the allegations that the Lead Plaintiff or the Class have suffered any damage, that the price of Lexmark common stock was artificially inflated by reasons of alleged misrepresentations, non-disclosures or otherwise, or that the Lead Plaintiff or the Class were harmed by the conduct alleged in the Litigation or that could have been alleged as part of the Litigation. Defendants believe that the evidence developed to date shows that they acted properly at all times and that the Litigation is without merit. In addition, Individual Defendants maintain that they had and have meritorious defenses to all claims alleged in the LitigationConsolidated Action. NonethelessDefendants maintain that ADES always has been, and continues to be, committed to the implementation, enhancement and enforcement of rigorous corporate governance measures. Without admitting the validity of any of the claims that Plaintiffs have asserted in the Consolidated Action, or any liability with respect thereto, Defendants have concluded that further conduct of the Litigation would be protracted and expensive, and that it is desirable that the Litigation claims be fully and finally settled in the manner and upon on the terms and subject to the conditions set forth in herein. Defendants are entering into this Settlement because it will eliminate the uncertainty, distraction, disruption, burden, and expense of further litigation of the Consolidated Action. Neither this Stipulation. Defendants also have taken into account , nor any of its terms or provisions, nor any act performed or document executed pursuant to or in furtherance of the uncertainty and risks inherent in Settlement: (a) is, may be construed as, or may be used as an admission of, or evidence of, the truth or validity of any litigationof the Released Claims, especially in complex cases such as this Litigation. Defendants have, therefore, determined that it is desirable and beneficial to them that the Litigation be settled of any claims or allegations made in the manner and upon Consolidated Action, or of any purported acts or omissions by the terms and conditions set forth 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 this Stipulationthe defenses that Defendants asserted or could have asserted in the Consolidated Action or otherwise.

DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. Defendants have denied denied, and continue to deny deny, that they have committed any act or omission giving rise to any liability or violation of law. Specifically, Defendants expressly have denied, and continue to deny, each and all of the claims every claim alleged by Lead Plaintiff and the Class in the Litigation. Defendants expressly have denied and continue to deny Action, along with all the charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts acts, or omissions alleged, or that could have been alleged, in the LitigationAction. Defendants also have denied denied, and continue to deny, among other allegations, the allegations that the Lead Plaintiff or the Settlement Class have suffered any damage, that the price of Lexmark common stock was artificially inflated by reasons of alleged misrepresentations, non-disclosures or otherwise, or that the Lead Plaintiff or the Settlement Class were harmed by the conduct alleged in the Litigation Action, or that could have been alleged as part of alleged, in the LitigationAction. Defendants have asserted, and continue to assert, that their conduct was at all times proper and in compliance with all applicable provisions of law, and believe that the evidence developed to date shows supports their position that they acted properly at all times and that the Litigation Action is without merit. In addition, Defendants maintain that they have meritorious defenses to all claims alleged in the LitigationAction. NonethelessAs set forth below, Defendants have concluded that further conduct nothing in this Stipulation or any other aspect of the Litigation would Settlement shall be protracted and expensiveconstrued or deemed to be evidence of an admission or concession on the part of any Defendant with respect to any claim or of any fault, and that it is desirable that the Litigation be fully and finally settled liability, wrongdoing or damage whatsoever, or any infirmity in the manner and upon the terms and conditions set forth in this Stipulation. Defendants also have taken into account the uncertainty and risks inherent in any litigation, especially in complex cases such as this Litigation. defenses that Defendants have, thereforeor could have, asserted. Defendants are entering into this Stipulation solely to eliminate the burden and expense of further litigation. Defendants have determined that it is desirable and beneficial to them that the Litigation Action be settled in the manner and upon the terms and conditions set forth in this Stipulation.

DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. Defendants have Defendant has denied and continue continues to deny that it has violated the federal securities laws or any laws and maintains that its conduct was at all times proper and in compliance with all applicable provisions of law. Defendant has denied and continues to deny specifically each and all of the claims and contentions of wrongful conduct alleged by Lead Plaintiff and the Class in the Litigation. Defendants expressly have denied and continue to deny Action, along with all charges of wrongdoing or liability against them it arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the LitigationAction. Defendants Defendant also have has denied and continue continues to deny, among other allegationsinter alia, the allegations that the Lead Plaintiff it or the Unserved Defendants, knowingly or otherwise, made any material misstatements or omissions; that any member of the Class have has suffered any damage, damages; that the price of Lexmark common stock CNinsure ADSs was artificially inflated by reasons reason of the alleged misrepresentations, non-disclosures omissions, or otherwise, ; or that the Lead Plaintiff or members of the Class were harmed by the conduct alleged in the Litigation Action or that could have been alleged as part of the Litigation. Defendants believe that the evidence developed to date shows that they acted properly at all times and that the Litigation is without meritAction. In addition, Defendants maintain the Defendant maintains that they have it has meritorious defenses to all claims alleged in the LitigationAction. Nonetheless, Defendants have taking into account the uncertainty, risks, costs and burdens inherent in any litigation, especially in complex cases such as this Action, Defendant has concluded that further conduct of the Litigation would Action could be protracted and expensivedistracting. Defendant has, and therefore, determined that it is desirable and beneficial to it that the Litigation Action be fully and finally settled in the manner and upon the terms and conditions set forth in this Stipulation. Defendants also have taken into account the uncertainty and risks inherent in any litigation, especially in complex cases such as this Litigation. Defendants have, therefore, determined that it is desirable and beneficial to them that the Litigation be settled in the manner and upon the terms and conditions As set forth in ¶¶9.2-9.3 below, this StipulationStipulation shall in no event be construed as or deemed to be evidence of an admission or concession by Defendant or any of the Released Persons with respect to any claim of any fault or liability or wrongdoing or damage whatsoever.