Common use of Denial of Liability; No Admissions Clause in Contracts

Denial of Liability; No Admissions. The Parties are entering into this Agreement for the sole purpose of resolving vigorously disputed claims that have arisen between them and in the interest of avoiding the burdens, expense, and risk of further litigation. By entering into any preliminary settlement discussions, agreeing to the terms of this Agreement, or seeking the approval of this Settlement, the Parties are not making any admissions or concessions, whatsoever, with respect to any claims or defenses alleged or asserted, or any factual or legal assertions in the Litigation. Neither this Agreement nor any of its terms or provisions nor any of the negotiations between the Parties or their counsel shall be construed as an admission or concession by any of the Parties or their counsel of anything whatsoever, including but not limited to: any alleged violation or breach of contract or duty, any alleged fraud, misrepresentation or deception, or any alleged violation of any federal, state, or local law, rule, regulation, statute, guideline or legal requirement (or any other applicable law, rule, regulation, statute, guideline or legal requirement); the merits of any defenses that Wendover asserted; or the propriety of class certification of the Wendover Settlement Class if the Litigation were to be litigated rather than settled. Except as necessary in a proceeding to enforce the terms of this Agreement, this Agreement and its terms and provisions shall not be offered or received as evidence in any action or proceeding to establish: (a) any liability or admission on the part of Wendover or their respective parent, affiliate or subsidiary companies, or to establish the existence of any condition constituting a violation of or non- compliance with any federal, state, local or other applicable law, rule, regulation, statute, guideline or other legal requirement; (b) the truth or relevance of any fact alleged by Named Plaintiffs; (c) the existence of any class alleged by Named Plaintiffs; (d) the propriety of class certification if the Litigation were to be litigated rather than settled; (e) the validity of any claim or any defense that has been or could have been asserted in the Litigation or in any other litigation; (f) that the consideration to be given to the Wendover Settlement Class Members hereunder represents the amount which could be or would have been recovered by any such persons after trial; or (g) the propriety of class certification in any other proceeding or action. The Parties expressly agree that, in the event the Settlement does not become final and effective in accordance with Paragraph 13 hereof, no Party will use or attempt to use any conduct or statement of any other Party in connection with this Agreement, or any effort to seek approval of the Agreement, to affect or prejudice any other Party’s procedural or substantive rights in any ensuing litigation. Wendover expressly reserves all procedural and substantive rights and defenses to all claims and causes of action and does not waive any such rights or defenses in the event that the Agreement is not approved for any reason.

Denial of Liability; No Admissions. The Parties are entering into this Agreement for the sole purpose of resolving vigorously disputed claims that have arisen between them and in the interest of avoiding the burdens, expense, and risk of further litigation. By entering into any preliminary settlement discussions, agreeing to the terms of this Agreement, or seeking the approval of this Settlement, the Parties are not making any admissions or concessions, whatsoever, with respect to any claims or defenses alleged or asserted, or any factual or legal assertions in the Litigation. Neither this Agreement nor any of its terms or provisions nor any of the negotiations between the Parties or their counsel shall be construed as an admission or concession by any of the Parties or their counsel of anything whatsoever, including but not limited to: any alleged violation or breach of contract or duty, any alleged fraud, misrepresentation or deception, or any alleged violation of any federal, state, or local law, rule, regulation, statute, guideline or legal requirement (or any other applicable law, rule, regulation, statute, guideline or legal requirement); the merits of any defenses that Wendover Countrywide asserted; or the propriety of class certification of the Wendover Countrywide Settlement Class if the Litigation were to be litigated rather than settled. Except as necessary in a proceeding to enforce the terms of this Agreement, this Agreement and its terms and provisions shall not be offered or received as evidence in any action or proceeding to establish: (a) any liability or admission on the part of Wendover Countrywide or their respective parent, affiliate or subsidiary companies, or to establish the existence of any condition constituting a violation of or non- compliance with any federal, state, local or other applicable law, rule, regulation, statute, guideline or other legal requirement; (b) the truth or relevance of any fact alleged by Named Plaintiffs; (c) the existence of any class alleged by Named Plaintiffs; (d) the propriety of class certification if the Litigation were to be litigated rather than settled; (e) the validity of any claim or any defense that has been or could have been asserted in the Litigation or in any other litigation; (f) that the consideration to be given to the Wendover Countrywide Settlement Class Members hereunder represents the amount which could be or would have been recovered by any such persons after trial; or (g) the propriety of class certification in any other proceeding or action. The Parties expressly agree that, in the event the Settlement does not become final and effective in accordance with Paragraph 13 hereof, no Party will use or attempt to use any conduct or statement of any other Party in connection with this Agreement, or any effort to seek approval of the Agreement, to affect or prejudice any other Party’s procedural or substantive rights in any ensuing litigation. Wendover Countrywide expressly reserves all procedural and substantive rights and defenses to all claims and causes of action and does not waive any such rights or defenses in the event that the Agreement is not approved for any reason.reason.‌‌

Denial of Liability; No Admissions. The Defendants and Released Parties are entering into this Agreement for deny all of the sole purpose of resolving vigorously disputed claims that have arisen between them and in the interest of avoiding the burdensas to liability, expensedamages, penalties, interest, fees, restitution, and risk all forms of further litigation. By entering into any preliminary settlement discussions, agreeing to injunctive and declaratory relief as well as the terms of this Agreement, or seeking class action and collective action allegations asserted in both the approval of this Settlement, the Parties are not making any admissions or concessions, whatsoever, with respect to any claims or defenses alleged or asserted, or any factual or legal assertions in the Xxxxxx Litigation and Xxxxxxx Litigation. Neither this Agreement Settlement Agreement, nor any of its terms or provisions and provisions, nor any of the negotiations between the Parties or their counsel connected with it, shall be construed as an admission or concession by Defendants or Released Parties of any of the Parties or their counsel of anything whatsoever, including but not limited to: any alleged violation or breach of contract or dutylegal violations, any alleged fraud, misrepresentation or deception, failure to comply with any legal requirements or any alleged violation of failure to comply with any federal, state, or local law, rule, regulation, statute, guideline or legal requirement (or any other applicable law, rule, regulation, statute, guideline or legal requirement); the merits of any defenses that Wendover asserted; or the propriety of class certification of the Wendover Settlement Class if the Litigation were to be litigated rather than settled. Except as necessary in a proceeding to enforce the terms of this Settlement Agreement, this Settlement Agreement and its terms and provisions shall not be offered or received as evidence in any action or proceeding to establish: (a) establish any liability or admission on the part of Wendover Defendants or their respective parent, affiliate or subsidiary companies, Released Parties or to establish the existence of any condition constituting a violation of or non- non-compliance with any federal, state, local or other applicable law, rule, regulation, statute, guideline or other legal requirement; (b) the truth or relevance of any fact alleged by Named Plaintiffs; (c) the existence of any class alleged by Named Plaintiffs; (d) the propriety of class certification if the Litigation were to be litigated rather than settled; (e) the validity of any claim or any defense that has been or could have been asserted in the Litigation or in any other litigation; (f) that the consideration to be given to the Wendover Settlement Class Members hereunder represents the amount which could be or would have been recovered by any such persons after trial; or (g) the propriety of class certification in any other proceeding or action. The Parties expressly agree and represent that, in the event that the Court does not approve the Settlement, or any appellate court disapproves of the Settlement in any way that prevents the Settlement from becoming final and effective, or the court in the Xxxxxx Litigation does not become final and effective in accordance dismiss the Xxxxxx Litigation with Paragraph 13 hereofprejudice, no Party party will use or attempt to use any conduct or statement of any other Party party in connection with this Agreement, Settlement or any effort to seek approval of the Agreement, Settlement to affect or prejudice any other Partyparty’s procedural or substantive rights in any ensuing litigation. Wendover Defendants have agreed to resolve both the Xxxxxx Litigation and Xxxxxxx Litigation through this Settlement Agreement, but to the extent this Settlement Agreement is deemed void or the Effective Date does not occur, Defendants do not waive, but rather expressly reserves reserve, all rights to challenge all such claims and allegations in the Xxxxxx Litigation and Xxxxxxx Litigation upon all procedural and substantive factual grounds, including without limitation the ability to challenge class action treatment and collective action treatment on any grounds or assert any and all defenses or privileges. Defendants expressly reserve all rights and defenses as to all any claims and causes of action and does do not waive any such rights or defenses in the event that the Agreement this Settlement is not approved for any reason. Plaintiffs and Class Counsel agree Defendants retain and reserve these rights and agree not to take a position to the contrary; specifically the Plaintiffs and Class Counsel agree not to argue or present any argument, and hereby waive any argument, Defendants could not contest class certification and/or collective action treatment on any grounds if the Xxxxxx Litigation and Xxxxxxx Litigation, or either of them, were to proceed.

Denial of Liability; No Admissions. The Parties are entering into this Agreement for the sole purpose Defendants deny all of resolving vigorously disputed Plaintiffs’ claims that have arisen between them and in the interest of avoiding the burdensas to liability, expensedamages, penalties, interest, fees, restitution, and risk all other forms of further litigation. By entering into any preliminary settlement discussions, agreeing to relief as well as the terms of this Agreement, or seeking the approval of this Settlement, the Parties are not making any admissions or concessions, whatsoever, with respect to any claims or defenses alleged or asserted, or any factual or legal assertions allegations asserted in the Litigation. Neither this Agreement Settlement Agreement, nor any of its terms or provisions and provisions, nor any of the negotiations between the Parties or their counsel connected with it, shall be construed as an any admission or concession by Defendants of any of the Parties or their counsel of anything whatsoever, including but not limited to: any alleged violation or breach of contract or dutylegal violations, any alleged fraud, misrepresentation or deceptionlegal requirement, or any alleged violation of failure to comply with any federal, state, or local law, rule, regulation, statute, guideline or legal requirement (or any other applicable law, rule, regulation, statute, guideline or legal requirement); the merits of any defenses that Wendover asserted; or the propriety of class certification of the Wendover Settlement Class if the Litigation were to be litigated rather than settled. Except as necessary in a proceeding to enforce the terms of this Settlement Agreement, this Settlement Agreement and its terms and provisions shall not be offered used, offered, or received as evidence in any action or proceeding to establish: (a) any liability or admission on the part of Wendover Defendants or their respective parent, affiliate or subsidiary companies, or to establish the existence of any Defendants’ Releasees; any condition constituting a violation of of, or non- non-compliance with any with, federal, state, local local, or other applicable law, rule, regulation, statute, guideline or other legal requirement; (b) the truth or relevance of any fact alleged by Named Plaintiffs; (c) the existence of any class alleged by Named Plaintiffs; (d) the propriety of class certification if the Litigation were to be litigated rather than settled; (e) the validity of any claim or any defense that has been or could have been asserted in the Litigation or in any other litigation; (f) that the consideration to be given to the Wendover Settlement Class Members hereunder represents the amount which could be or would have been recovered by any such persons after triallaws; or (g) the propriety of class certification in any other proceeding or action. The Settling Parties expressly agree that, and represent that in the event the Settlement Court does not become final and effective approve the Settlement Agreement or any appellate court disapproves of the Settlement Agreement in accordance with Paragraph 13 hereofany way that prevents the Settlement from becoming Final, no Party will use or attempt to use any conduct or statement of any other Party in connection with this Agreement, Settlement Agreement or any effort to seek approval of the Agreement, Settlement to affect or prejudice any other Party’s procedural or substantive rights in any ensuing litigation. Wendover Defendants have agreed to resolve this Litigation through this Settlement Agreement, but to the extent this Settlement Agreement is deemed void or the Effective Date does not occur, Defendants do not waive, but rather expressly reserves reserve, all rights to challenge all such claims and allegations in the Litigation upon all procedural and substantive factual grounds including, without limitation, the ability to challenge class action treatment on any grounds or assert any and all defenses or privileges. Defendants expressly reserve all rights and defenses as to all any claims and causes of action and does do not waive any such rights or defenses in the event that the Settlement Agreement is not approved for any reason. The Class Representatives and Class Counsel agree that Defendants and the Defendants’ Releasees retain and reserve these rights and agree not to take a position to the contrary. Specifically, the Class Representatives and Class Counsel agree not to argue or present any argument, and hereby waive any argument, that Defendants could not contest class certification on any grounds if this Litigation were to proceed.

Denial of Liability; No Admissions. The Parties are entering into this Agreement for the sole purpose of resolving vigorously disputed claims that have arisen between them and in the interest of avoiding the burdens, expense, and risk of further litigation. By entering into any preliminary settlement discussions, agreeing to the terms of this Agreement, or seeking the approval of this Settlement, the Parties are not making any admissions or concessions, whatsoever, with respect to any claims or defenses alleged or asserted, or any factual or legal assertions in the Litigation. Neither this Agreement nor any of its terms or provisions nor any of the negotiations between the Parties or their counsel shall be construed as an admission or concession by any of the Parties or their counsel of anything whatsoever, including but not limited to: any alleged violation or breach of contract or duty, any alleged fraud, misrepresentation or deception, or any alleged violation of any federal, state, or local law, rule, regulation, statute, guideline or legal requirement (or any other applicable law, rule, regulation, statute, guideline or legal requirement); the merits of any defenses that Wendover LaSalle asserted; or the propriety of class certification of the Wendover LaSalle Settlement Class if the Litigation were to be litigated rather than settled. Except as necessary in a proceeding to enforce the terms of this Agreement, this Agreement and its terms and provisions shall not be offered or received as evidence in any action or proceeding to establish: (a) any liability or admission on the part of Wendover LaSalle or their its respective parent, affiliate parent or subsidiary companies, or to establish the existence of any condition constituting a violation of or non- non-compliance with any federal, state, local or other applicable law, rule, regulation, statute, guideline or other legal requirement; (b) the truth or relevance of any fact alleged by Named Plaintiffs; (c) the existence of any class alleged by Named Plaintiffs; (d) the propriety of class certification if the Litigation were to be litigated rather than settled; (e) the validity of any claim or any defense that has been or could have been asserted in the Litigation or in any other litigation; (f) that the consideration to be given to the Wendover LaSalle Settlement Class Members hereunder represents the amount which could be or would have been recovered by any such persons after trial; or (g) the propriety of class certification in any other proceeding or action. The Parties expressly agree that, in the event the Settlement does not become final and effective in accordance with Paragraph 13 hereof, no Party will use or attempt to use any conduct or statement of any other Party in connection with this Agreement, or any effort to seek approval of the Agreement, to affect or prejudice any other Party’s procedural or substantive rights in any ensuing litigation. Wendover LaSalle expressly reserves all procedural and substantive rights and defenses to all claims and causes of action and does not waive any such rights or defenses in the event that the Agreement is not approved for any reason.