Common use of DISMISSAL AND RELEASES Clause in Contracts

DISMISSAL AND RELEASES. If the Court approves the Settlement at the Settlement Hearing, the 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 of Plaintiffs’ Released Claims against Defendants’ Released Persons; (iii) permanently barring and enjoining the institution and prosecution by Plaintiffs’ Released Persons and anyone acting on behalf of Ixia against Defendants’ Released Persons in any court asserting any of Plaintiffs’ Released Claims and any claims arising out of, relating to or in connection with the institution, prosecution, assertion, defense, settlement, or resolution of the 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, which constitute good and valuable consideration, and subject to the terms and conditions of the Stipulation, on the Effective Date, Plaintiffs’ Released Persons shall fully, finally and forever release, relinquish and discharge as against Defendants’ Released Persons any and all of Plaintiffs’ Released Claims, and shall forever be barred and enjoined from instituting, commencing, or prosecuting any and all of Plaintiffs’ Released Claims against Defendants’ Released Persons. In consideration of the obligations and commitments undertaken by the Parties, which constitute good and valuable consideration, and subject to the terms and conditions of the Stipulation, on the Effective Date, Defendants’ Released Persons shall fully, finally and forever release, relinquish and discharge as against Plaintiffs’ Released Persons any and all of Defendants’ Released Claims, and shall forever be barred and enjoined from instituting, commencing, or prosecuting any and all Defendants’ Released Claims against Plaintiffs’ Released Persons. Nothing herein shall in any way impair or restrict the rights of any Party to enforce the terms of the Stipulation.

DISMISSAL AND RELEASES. If In connection with the Court approves Court’s approval of the Settlement at the Settlement HearingSettlement, 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 of Plaintiffs’ 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 Defendants’ Released Persons; (iii) permanently barring and enjoining the institution and prosecution by Plaintiffs’ Released Persons and anyone acting on behalf of Ixia against Defendants’ Released Persons in any court asserting any of Plaintiffs’ Released Claims and any all claims arising out of, relating to to, or in connection with with, the institution, prosecution, assertion, defense, settlement, settlement or resolution of the Action; (iv) permanently barring Action against the Released Persons. Northwest, Plaintiff, and enjoining the institution each of Northwest’s stockholders shall be deemed to have, and prosecution by Defendants’ Released Persons and/or Current Ixia Shareholders of any action against Plaintiffs’ Released Persons in any court asserting any operation of the Defendants’ Judgment shall have, covenanted not to xxx any Released Claims arising out of, relating Person with respect 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, which constitute good and valuable consideration, and subject to the terms and conditions of the Stipulation, on the Effective Date, Plaintiffs’ Released Persons shall fully, finally and forever release, relinquish and discharge as against Defendants’ Released Persons any and all of Plaintiffs’ Plaintiff’s Released Claims, and shall forever be permanently barred and enjoined from instituting, commencing, or prosecuting any and all of Plaintiffs’ Plaintiff’s Released Claims against Defendants’ the Released Persons. In consideration of Persons except to enforce the obligations releases and commitments undertaken by the Parties, which constitute good and valuable consideration, and subject to the other terms and conditions of contained in this Stipulation and/or the Stipulation, on 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 fullybe deemed to have, finally and forever releaseby operation of the Judgment shall have, relinquish and discharge as against Plaintiffs’ Released Persons covenanted not to xxx Plaintiff or his beneficiaries, or Plaintiff’s Counsel with respect to any and all claims arising out of, relating to, or in connection with their institution, prosecution, assertion, settlement, or resolution of Defendants’ the Action or Plaintiff’s Released Claims, and shall forever be permanently barred and enjoined from instituting, commencing, commencing or prosecuting any and all Defendants’ Released Claims against Plaintiffs’ Released Persons. Nothing herein shall in any way impair Plaintiff, his beneficiaries, or restrict the rights of any Party Plaintiff’s Counsel except to enforce the releases and other terms of and conditions contained in this Stipulation and/or the StipulationJudgment entered pursuant thereto.

DISMISSAL AND RELEASES. If The Settlement is conditioned upon the Court approves the Settlement at the Settlement Hearingoccurrence of certain events, the Parties will jointly request entry of the Final Order and Judgment by the Courtwhich include, the entry of which is a condition of this Stipulationamong other things: (i) approving finally final approval of the Settlement set forth in by the Stipulation as fair, adequate, Court following notice to Current BorgWarner Stockholders and reasonable, and directing its consummation pursuant to its termsthe Settlement Hearing contemplated by the Stipulation; (ii) Court entry of the Judgment, approving the Settlement and dismissing with prejudice all of Plaintiffs’ Released Claims against Defendants’ Released Personsthe Action, without awarding costs to any Settling Party, except as provided in the Stipulation; (iii) permanently barring payment of the Fee and enjoining Expense Amount awarded by the institution Court; and prosecution (iv) the passing of the date upon which the Judgment becomes Final (the "Effective Date"). Case 2:22-cv-11131-LJM-JJCG ECF No. 13-2, PageID.198 Filed 06/02/22 Page 64 of 85 Upon the Effective Date, BorgWarner, Stockholders (acting on their own behalf and derivatively on behalf of BorgWarner), and each of the Current BorgWarner Stockholders (solely in their respective capacities as such) shall be deemed to have, and by Plaintiffs’ operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged the Released Claims against the Released Persons and anyone acting on behalf of Ixia against Defendants’ Released Persons in any court asserting any of Plaintiffs’ Released Claims and any all claims (including Unknown Claims) arising out of, relating to, or in connection with the defense, settlement or resolution of the Litigation Demand or Derivative Actions against the Released Persons. 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 the Stockholders, Stockholders' Counsel, BorgWarner, and all of the 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 the institution, prosecution, assertion, defense, settlement, or resolution of the Action; (iv) permanently barring and enjoining Litigation Demand or Derivative Actions or 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, which constitute good and valuable consideration, and subject to the terms and conditions of the Stipulation, on the Effective Date, Plaintiffs’ Released Persons shall fully, finally and forever release, relinquish and discharge as against Defendants’ Released Persons any and all of Plaintiffs’ Released Claims, and shall forever be barred and enjoined from instituting, commencing, or prosecuting any and all of Plaintiffs’ Released Claims against Defendants’ Released Persons. In consideration of the obligations and commitments undertaken by the Parties, which constitute good and valuable consideration, and subject to the terms and conditions of the Stipulation, on the Effective Date, Defendants’ Released Persons shall fully, finally and forever release, relinquish and discharge as against Plaintiffs’ Released Persons any and all of Defendants’ Released Claims, and shall forever be barred and enjoined from instituting, commencing, or prosecuting any and all Defendants’ Released Claims against Plaintiffs’ Released Persons. Nothing herein within these releases shall in any way impair or restrict the rights of any Settling Party to enforce the terms of this Stipulation or the StipulationJudgment.

DISMISSAL AND RELEASES. If In connection with the Court approves Court’s approval of the Settlement at the Settlement HearingSettlement, 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 Plaintiffs have alleged in the Consolidated Action and any other Released Claims. Upon the Effective Date, ADES, Plaintiffs (individually and derivatively on behalf of Plaintiffs’ ADES), and each of ADES’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 the Released Claims (including Unknown Claims) against Defendants’ Released Persons; (iii) permanently barring and enjoining the institution and prosecution by Plaintiffs’ Released Persons and anyone acting 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. ADES, Plaintiffs (individually and derivatively on behalf of Ixia against Defendants’ ADES) and each of ADES’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 sue any Released Persons in Person with respect to any court asserting any of Plaintiffs’ Released Claims and any claims arising out of, relating to to, or in connection with the institution, prosecution, assertion, defense, settlement, settlement or resolution of the Consolidated 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, which constitute good and valuable consideration, and subject to the terms and conditions of the Stipulation, on the Effective Date, Plaintiffs’ Released Persons shall fully, finally and forever release, relinquish and discharge as against Defendants’ Released Persons any and all of Plaintiffs’ Released Claims, and shall forever be permanently barred and enjoined from instituting, commencing, commencing or prosecuting any and all of Plaintiffs’ the Released Claims against Defendants’ the Released Persons. In consideration of the obligations and commitments undertaken by the Parties, which constitute good and valuable consideration, and subject to the terms and conditions of the Stipulation, on 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 Plaintiffs or their beneficiaries, Plaintiffs’ Counsel, or ADES with respect to any of Defendants’ Released Claims. The Released Persons shall fullybe deemed to have, finally and forever releaseby operation of the Judgment shall have, relinquish and discharge as against covenanted not to sue Plaintiffs or their beneficiaries, Plaintiffs’ Released Persons Counsel, or ADES with respect to any and all of Defendants’ Released Claims, and shall forever be permanently barred and enjoined from instituting, commencing, commencing or prosecuting any and all Defendants’ Released Claims against Plaintiffs or their beneficiaries, Plaintiffs’ Counsel, or ADES. Notwithstanding the foregoing, nothing herein is intended to release any indemnification, advancement or insurance claims that any Released PersonsPerson 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 herein in this Notice or the Stipulation shall in any way impair or restrict the rights of any Settling Party to enforce the terms of the Stipulation.