Common use of DISMISSAL AND RELEASES Clause in Contracts

DISMISSAL AND RELEASES. In connection with the Court’s approval of the Settlement, the Settling Parties will jointly request entry of the Judgment by the Court, dismissing with prejudice all claims that Plaintiff has alleged in the Action and any other Plaintiff’s Released Claims. But, the Plaintiff’s Released Claims shall not include claims to enforce the Settlement or claims made in the derivative action that is pending in the Court of Chancery in Delaware and captioned Xxxxx, et al. v. Cognate Bioservices, Inc., et al., C.A. No. 11179-VCG. Upon the Effective Date, Northwest, Plaintiff, and each of Northwest’s stockholders shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged Plaintiff’s Released Claims (including any and all Unknown Claims) against the Released Persons and any and all claims arising out of, relating to, or in connection with, the defense, settlement or resolution of the Action against the Released Persons. Northwest, Plaintiff, and each of Northwest’s stockholders shall be deemed to have, and by operation of the Judgment shall have, covenanted not to xxx any Released Person with respect to any Plaintiff’s Released Claims, and shall be permanently barred and enjoined from instituting, commencing, or prosecuting Plaintiff’s Released Claims against the Released Persons except to enforce the releases and other terms and conditions contained in this Stipulation and/or the Judgment entered pursuant thereto. Upon the Effective Date, each of the Released Persons shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished and discharged each and all of Plaintiff, his beneficiaries, and Plaintiff’s Counsel from any and all Defendants’ Released Claims. The Released Persons shall be deemed to have, and by operation of the Judgment shall have, covenanted not to xxx Plaintiff or his beneficiaries, or Plaintiff’s Counsel with respect to any claims arising out of, relating to, or in connection with their institution, prosecution, assertion, settlement, or resolution of the Action or Plaintiff’s Released Claims, and shall be permanently barred and enjoined from instituting, commencing or prosecuting Defendants’ Released Claims against Plaintiff, his beneficiaries, or Plaintiff’s Counsel except to enforce the releases and other terms and conditions contained in this Stipulation and/or the Judgment entered pursuant thereto.

DISMISSAL AND RELEASES. In connection with The Settlement is conditioned upon the Court’s occurrence of certain events, which include, among other things: (i) final approval of the Settlement, Settlement by the Settling Parties will jointly request Court following notice to Current BorgWarner Stockholders and the Settlement Hearing contemplated by the Stipulation; (ii) Court entry of the Judgment Judgment, approving the Settlement and dismissing with prejudice the Action, without awarding costs to any Settling Party, except as provided in the Stipulation; (iii) payment of the Fee and Expense Amount awarded by the Court, dismissing with prejudice all claims that Plaintiff has alleged in ; and (iv) the Action and any other Plaintiff’s Released Claimspassing of the date upon which the Judgment becomes Final (the "Effective Date"). But, the Plaintiff’s Released Claims shall not include claims to enforce the Settlement or claims made in the derivative action that is pending in the Court of Chancery in Delaware and captioned Xxxxx, et al. v. Cognate Bioservices, Inc., et al., C.A. Case 2:22-cv-11131-LJM-JJCG ECF No. 1117913-VCG. 2, PageID.198 Filed 06/02/22 Page 64 of 85 Upon the Effective Date, NorthwestBorgWarner, PlaintiffStockholders (acting on their own behalf and derivatively on behalf of BorgWarner), and each of Northwest’s stockholders the Current BorgWarner Stockholders (solely in their respective capacities as such) shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged Plaintiff’s the Released Claims (including any and all Unknown Claims) against the Released Persons and any and all claims (including Unknown Claims) arising out of, relating to, or in connection with, with the defense, settlement or resolution of the Action Litigation Demand or Derivative Actions against the Released Persons. Northwest, Plaintiff, and each of Northwest’s stockholders shall be deemed to have, and by operation of the Judgment shall have, covenanted not to xxx any Released Person with respect to any Plaintiff’s Released Claims, and shall be permanently barred and enjoined from instituting, commencing, or prosecuting Plaintiff’s Released Claims against the Released Persons except to enforce the releases and other terms and conditions contained in this Stipulation and/or the Judgment entered pursuant thereto. Upon the Effective Date, each of the Released Persons shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished relinquished, and discharged each and all of Plaintiffthe Stockholders, his beneficiariesStockholders' Counsel, BorgWarner, and Plaintiff’s Counsel from any and all Defendants’ Released Claims. The Released Persons shall be deemed to have, and by operation of the Judgment shall have, covenanted not to xxx Plaintiff or his beneficiaries, or Plaintiff’s Counsel with respect to any Current BorgWarner Stockholders (solely in their respective capacities as such) from all claims (including Unknown Claims) arising out of, relating to, or in connection with their the institution, prosecution, assertion, settlement, or resolution of the Action Litigation Demand or Plaintiff’s Derivative Actions or the Released Claims, and . Nothing within these releases shall be permanently barred and enjoined from instituting, commencing in any way impair or prosecuting Defendants’ Released Claims against Plaintiff, his beneficiaries, or Plaintiff’s Counsel except restrict the rights of any Settling Party to enforce the releases and other terms and conditions contained in of this Stipulation and/or or the Judgment entered pursuant theretoJudgment.

DISMISSAL AND RELEASES. In connection with the Court’s approval of the Settlement, the Settling Parties will jointly request entry of the Judgment by the Court, dismissing with prejudice all claims that Plaintiff has Plaintiffs have alleged in the Consolidated Action and any other Plaintiff’s Released Claims. But, the Plaintiff’s Released Claims shall not include claims to enforce the Settlement or claims made in the derivative action that is pending in the Court of Chancery in Delaware and captioned Xxxxx, et al. v. Cognate Bioservices, Inc., et al., C.A. No. 11179-VCG. Upon the Effective Date, NorthwestADES, PlaintiffPlaintiffs (individually and derivatively on behalf of ADES), and each of NorthwestADES’s stockholders (solely in their capacity as ADES stockholders) shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged Plaintiff’s the Released Claims (including any and all Unknown Claims) against the Released Persons and any and all claims arising out of, relating to, or in connection with, the defense, settlement or resolution of the Consolidated Action against the Released Persons. NorthwestADES, Plaintiff, Plaintiffs (individually and derivatively on behalf of ADES) and each of NorthwestADES’s stockholders (solely in their capacity as ADES stockholders) shall be deemed to have, and by operation of the Judgment shall have, covenanted not to xxx sue any Released Person with respect to any Plaintiff’s Released ClaimsClaims and any claims arising out of, relating to, or in connection with the defense, settlement or resolution of the Consolidated Action, and shall be permanently barred and enjoined from instituting, commencing, commencing or prosecuting Plaintiff’s the Released Claims against the Released Persons except to enforce the releases and other terms and conditions contained in this Stipulation and/or the Judgment entered pursuant theretoPersons. Upon the Effective Date, each of the Released Persons shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished relinquished, and discharged each and all of Plaintiff, his Plaintiffs or their beneficiaries, and Plaintiff’s Counsel from Plaintiffs’ Counsel, or ADES with respect to any and all of Defendants’ Released Claims. The Released Persons shall be deemed to have, and by operation of the Judgment shall have, covenanted not to xxx Plaintiff sue Plaintiffs or his their beneficiaries, Plaintiffs’ Counsel, or Plaintiff’s Counsel ADES with respect to any claims arising out of, relating to, or in connection with their institution, prosecution, assertion, settlement, or resolution of the Action or Plaintiff’s Defendants’ Released Claims, and shall be permanently barred and enjoined from instituting, commencing or prosecuting Defendants’ Released Claims against Plaintiff, his Plaintiffs or their beneficiaries, Plaintiffs’ Counsel, or Plaintiff’s Counsel except ADES. Notwithstanding the foregoing, nothing herein is intended to release any indemnification, advancement or insurance claims that any Released Person has or may have under any insurance policy, contract, bylaw or charter provision, or under Delaware law, including but not limited to any rights any Released Person has or may have related to any pending or threatened civil or government proceedings. Nothing in this Notice or the Stipulation shall in any way impair or restrict the rights of any Settling Party to enforce the releases and other terms and conditions contained in this Stipulation and/or of the Judgment entered pursuant theretoStipulation.

DISMISSAL AND RELEASES. In connection with If the Court’s approval of Court approves the SettlementSettlement at the Settlement Hearing, the Settling Parties will jointly request entry of the Final Order and Judgment by the Court, the entry of which is a condition of this Stipulation: (i) approving finally the Settlement set forth in the Stipulation as fair, adequate, and reasonable, and directing its consummation pursuant to its terms; (ii) dismissing with prejudice all claims that Plaintiff has alleged in the Action and any other Plaintiff’s Released Claims. But, the Plaintiff’s of Plaintiffs’ Released Claims shall not include claims to enforce against Defendants’ Released Persons; (iii) permanently barring and enjoining the Settlement or claims made in the derivative action that is pending in the Court of Chancery in Delaware institution and captioned Xxxxx, et al. v. Cognate Bioservices, Inc., et al., C.A. No. 11179-VCG. Upon the Effective Date, Northwest, Plaintiff, and each of Northwest’s stockholders shall be deemed to have, and prosecution by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged Plaintiff’s Released Claims (including any and all Unknown Claims) against the Plaintiffs’ Released Persons and anyone acting on behalf of Ixia against Defendants’ Released Persons in any court asserting any of Plaintiffs’ Released Claims and all any claims arising out of, relating to, to or in connection withwith the institution, the prosecution, assertion, defense, settlement settlement, or resolution of the Action Action; (iv) permanently barring and enjoining the institution and prosecution by Defendants’ Released Persons and/or Current Ixia Shareholders of any action against Plaintiffs’ Released Persons in any court asserting any of the Defendants’ Released Claims arising out of, relating to or in connection with the institution, prosecution, assertion, defense, settlement, or resolution of the Action; and (v) containing such other and further provisions consistent with the terms of the Stipulation to which the Parties hereto consent in writing. In consideration of the obligations and commitments undertaken by Defendants and the releases by Defendants’ Released Persons. Northwest, Plaintiffwhich constitute good and valuable consideration, and each of Northwest’s stockholders shall be deemed subject to have, the terms and by operation conditions of the Judgment Stipulation, on the Effective Date, Plaintiffs’ Released Persons shall havefully, covenanted not to xxx finally and forever release, relinquish and discharge as against Defendants’ Released Persons any Released Person with respect to any Plaintiff’s and all of Plaintiffs’ Released Claims, and shall forever be permanently barred and enjoined from instituting, commencing, or prosecuting Plaintiff’s any and all of Plaintiffs’ Released Claims against Defendants’ Released Persons. In consideration of the Released Persons except obligations and commitments undertaken by the Parties, which constitute good and valuable consideration, and subject to enforce the releases and other terms and conditions contained in this Stipulation and/or of the Judgment entered pursuant thereto. Upon Stipulation, on the Effective Date, each of the Defendants’ Released Persons shall be deemed to have, and by operation of the Judgment shall have, fully, finally, finally and forever releasedrelease, relinquished relinquish and discharged each discharge as against Plaintiffs’ Released Persons any and all of Plaintiff, his beneficiariesDefendants’ Released Claims, and Plaintiff’s Counsel shall forever be barred and enjoined from instituting, commencing, or prosecuting any and all Defendants’ Released Claims. The Released Persons shall be deemed to have, and by operation of the Judgment shall have, covenanted not to xxx Plaintiff or his beneficiaries, or Plaintiff’s Counsel with respect to any claims arising out of, relating to, or in connection with their institution, prosecution, assertion, settlement, or resolution of the Action or Plaintiff’s Released Claims, and shall be permanently barred and enjoined from instituting, commencing or prosecuting DefendantsClaims against Plaintiffs’ Released Claims against Plaintiff, his beneficiaries, Persons. Nothing herein shall in any way impair or Plaintiff’s Counsel except restrict the rights of any Party to enforce the releases and other terms and conditions contained in this Stipulation and/or of the Judgment entered pursuant theretoStipulation.

DISMISSAL AND RELEASES. In connection with the Court’s Subject to final approval of the Settlement, the Settling Parties will jointly request entry of the Judgment Settlement by the Court, dismissing Co-Lead Plaintiffs and all other Class Members, on behalf of themselves and their respective heirs, executors, administrators, estates, predecessors in interest, predecessors, successors in interest, successors, and assigns in their capacities as such, shall fully, finally and forever release, settle and discharge the Released Defendant Persons (defined below) from and with prejudice all claims respect to the Settled Plaintiff Claims (defined below), and will be forever barred and enjoined from commencing, instituting or prosecuting any action or other proceeding in any forum, asserting any Settled Plaintiff Claims against any of the Released Defendant Persons; provided, however, that Settled Plaintiff has alleged in the Action and any other Plaintiff’s Released Claims. But, the Plaintiff’s Released Claims shall not include claims the right to enforce the Settlement or claims made by any of the Appraisal Petitioners to enforce the Appraisal Settlement Stipulation. In addition, subject to final approval of the Settlement by the Court, Defendants on behalf of themselves and their respective heirs, executors, administrators, estates, predecessors in the derivative action that is pending interest, predecessors, successors in the Court of Chancery in Delaware and captioned Xxxxxinterest, et al. v. Cognate Bioservices, Inc., et al., C.A. No. 11179-VCG. Upon the Effective Date, Northwest, Plaintiffsuccessors, and each of Northwest’s stockholders assigns in their capacities as such, shall be deemed to havefully, finally and forever release, settle, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged Plaintiff’s Released Claims (including any and all Unknown Claims) against discharge the Released Plaintiff Persons (defined below), including Co-Lead Counsel and any Class Members from and all claims arising out of, relating to, or in connection with, the defense, settlement or resolution of the Action against the Released Persons. Northwest, Plaintiff, and each of Northwest’s stockholders shall be deemed to have, and by operation of the Judgment shall have, covenanted not to xxx any Released Person with respect to any Plaintiff’s Released Claimsthe Settled Defendant Claims (defined below), and shall will be permanently forever barred and enjoined from instituting, commencing, instituting or prosecuting Plaintiff’s Released any action or other proceeding, in any forum, asserting any Settled Defendant Claims against any of the Released Persons except Plaintiff Persons, including Co-Lead Counsel and Class Members; provided, however, that the Settled Defendant Claims shall not include Defendants’ rights to enforce the releases and other terms and conditions contained in this Stipulation and/or the Judgment entered pursuant thereto. Upon the Effective Date, each of the Released Persons shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished and discharged each and all of Plaintiff, his beneficiaries, and Plaintiff’s Counsel from any and all Defendants’ Released Claims. The Released Persons shall be deemed to have, and by operation of the Judgment shall have, covenanted not to xxx Plaintiff or his beneficiaries, or Plaintiff’s Counsel with respect to any claims arising out of, relating to, or in connection with their institution, prosecution, assertion, settlement, or resolution of the Action or Plaintiff’s Released Claims, and shall be permanently barred and enjoined from instituting, commencing or prosecuting Defendants’ Released Claims against Plaintiff, his beneficiaries, or Plaintiff’s Counsel except to enforce the releases and other terms and conditions contained in this Stipulation and/or the Judgment entered pursuant theretoSettlement.

DISMISSAL AND RELEASES. In connection with The Settlement is conditioned upon the Court’s occurrence of certain events, which include, among other things: (i) final approval of the Settlement, Settlement by the Settling Parties will jointly request Court following notice to Current BorgWarner Stockholders and the Settlement Hearing contemplated by the Stipulation; (ii) Court entry of the Judgment Judgment, approving the Settlement and dismissing with prejudice the Action, without awarding costs to any Settling Party, except as provided in the Stipulation; (iii) payment of the Fee and Expense Amount awarded by the Court, dismissing with prejudice all claims that Plaintiff has alleged in ; and (iv) the Action and any other Plaintiff’s Released Claims. But, passing of the Plaintiff’s Released Claims shall not include claims to enforce date upon which the Settlement or claims made in Judgment becomes Final (the derivative action that is pending in the Court of Chancery in Delaware and captioned Xxxxx, et al. v. Cognate Bioservices, Inc., et al., C.A. No. 11179-VCG"Effective Date"). Upon the Effective Date, NorthwestBorgWarner, PlaintiffStockholders (acting on their own behalf and derivatively on behalf of BorgWarner), and each of Northwest’s stockholders the Current BorgWarner Stockholders (solely in their respective capacities as such) shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged Plaintiff’s the Released Claims (including any and all Unknown Claims) against the Released Persons and any and all claims (including Unknown Claims) arising out of, relating to, or in connection with, with the defense, settlement or resolution of the Action Litigation Demand or Derivative Actions against the Released Persons. Northwest, Plaintiff, and each of Northwest’s stockholders shall be deemed to have, and by operation of the Judgment shall have, covenanted not to xxx any Released Person with respect to any Plaintiff’s Released Claims, and shall be permanently barred and enjoined from instituting, commencing, or prosecuting Plaintiff’s Released Claims against the Released Persons except to enforce the releases and other terms and conditions contained in this Stipulation and/or the Judgment entered pursuant thereto. Upon the Effective Date, each of the Released Persons shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished relinquished, and discharged each and all of Plaintiffthe Stockholders, his beneficiariesStockholders' Counsel, BorgWarner, and Plaintiff’s Counsel from any and all Defendants’ Released Claims. The Released Persons shall be deemed to have, and by operation of the Judgment shall have, covenanted not to xxx Plaintiff or his beneficiaries, or Plaintiff’s Counsel with respect to any Current BorgWarner Stockholders (solely in their respective capacities as such) from all claims (including Unknown Claims) arising out of, relating to, or in connection with their the institution, prosecution, assertion, settlement, or resolution of the Action Litigation Demand or Plaintiff’s Derivative Actions or the Released Claims, and . Nothing within these releases shall be permanently barred and enjoined from instituting, commencing in any way impair or prosecuting Defendants’ Released Claims against Plaintiff, his beneficiaries, or Plaintiff’s Counsel except restrict the rights of any Settling Party to enforce the releases and other terms and conditions contained in of this Stipulation and/or or the Judgment entered pursuant theretoJudgment.