Common use of FACTUAL BACKGROUND AND RECITALS Clause in Contracts

FACTUAL BACKGROUND AND RECITALS. 1. On January 24, 2019, Plaintiff Xxxxxxxx Xxxxxxxx filed a class action lawsuit against Defendant and Swissport International, Ltd., alleging violations of the Illinois Biometric Information Privacy Act, 740 ILCS § 14/1, et seq. (“BIPA”). Only Defendant was served in the Litigation. 2. Defendant initially moved to dismiss Plaintiff’s complaint. Prior to full briefing and resolution of Defendant’s motion, the Parties agreed to stay the Litigation to explore settlement. 3. To that end, in order to seek resolution of the Litigation, on January 30, 2020, the Parties participated in a formal, full-day mediation session with the Xxxxxxxxx Xxxxxx Denlow (Ret.) of JAMS in Chicago, Illinois. 4. Following arms-length negotiations, the Parties negotiated a settlement with the assistance of Judge Denlow by which the Parties agree to resolve all matters pertaining to, arising from, and associated with the Litigation, including all claims Plaintiff and Settlement Class Members have or may have had against Defendant and any Released Parties, as that term is defined herein. 5. The Parties have agreed to settle the Litigation on the terms and conditions set forth herein in recognition that the outcome of the Litigation is uncertain and that achieving a final result through litigation would require substantial additional risk, discovery, time and expense. 6. Defendant denies all charges of wrongdoing or liability of any kind whatsoever that Plaintiff or Settlement Class Members have asserted in this Litigation or may in the future assert. Despite Defendant’s belief that it is not liable for, and has good defenses to, the claims alleged in the Litigation, Defendant desires to settle the Litigation, and thus avoid the expense, risk, exposure, inconvenience, and distraction of continued litigation of any action or proceeding relating to the matters being fully settled and finally put to rest in this Settlement Agreement. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 7. Following arms-length negotiations, including mediation before an experienced mediator, the Parties now seek to enter into this Settlement Agreement. Plaintiff and Class Counsel have conducted an investigation into the facts and the law regarding the Litigation and have concluded that a settlement according to the terms set forth below is fair, reasonable, and adequate, and beneficial to and in the best interests of Plaintiff and the Settlement Class recognizing: (1) the existence of complex and contested issues of law and fact; (2) the risks inherent in litigation;

FACTUAL BACKGROUND AND RECITALS. 1. On January July 24, 20192020, Plaintiff Xxxxxxxx Xxxxxxxx filed a class action lawsuit complaint against Defendant and Swissport International, Ltd., alleging violations of the Illinois Biometric Information Privacy Act, 740 ILCS § 14/1, et seq. (“BIPA”). Only Defendant was served ) in the LitigationCircuit Court of Xxxx County, Illinois (“Underlying Action”). 2. Defendant initially moved to dismiss Plaintiff’s complaint. Prior to full briefing and resolution During the pendency of Defendant’s motionthe litigation, the Parties agreed exchanged information relevant to stay the Litigation to explore settlementputative class, including an estimate of the number of potential members of the Settlement Class and general information about the Biometric tracking system at issue, and the Parties informally engaged in arms-length settlement negotiations. 3. To that end, in order to seek resolution of the Litigation, on January 30, 2020, the Parties participated in a formal, full-day mediation session with the Xxxxxxxxx Xxxxxx Denlow (Ret.) of JAMS in Chicago, Illinois. 4. Following arms-length negotiations, the Parties negotiated now seek to enter into this Settlement Agreement. Plaintiff and Class Counsel have conducted an investigation into the facts and the law regarding the Underlying Action and have concluded that a settlement with according to the assistance of Judge Denlow by which the Parties agree to resolve all matters pertaining toterms set forth below is fair, arising fromreasonable, and associated with adequate, and beneficial to and in the Litigation, including all claims best interests of Plaintiff and the Settlement Class Members have or may have had against Defendant recognizing (1) the existence of complex and any Released Partiescontested issues of law and fact, (2) the risks inherent in litigation; (3) the likelihood that future proceedings will be unduly protracted and expensive if the proceeding is not settled by voluntary agreement, (4) the magnitude of the benefits derived from the contemplated settlement in light of both the maximum potential and likely range of recovery to be obtained through further litigation and the expense thereof, as well as the potential of no recovery whatsoever, and (5) the Plaintiff’s determination that term the settlement is defined hereinfair, reasonable, adequate, and will substantially benefit the Settlement Class Members. 54. The Parties have agreed to settle the Litigation Underlying Action on the terms and conditions set forth herein in recognition that the outcome of the Litigation Underlying Action is uncertain and that achieving a final result through litigation would require substantial additional risk, discovery, time time, and expense. 65. Defendant denies and continue to deny each and every allegation and all charges of wrongdoing or liability of any kind whatsoever that Plaintiff or members of the Settlement Class Members presently have asserted in this Litigation Underlying Action or may in the future assert. Despite Defendant’s belief that it is they are not liable for, and has have good defenses to, the claims alleged in the LitigationUnderlying Action, Defendant desires to settle the LitigationUnderlying Action, and thus avoid the expense, risk, exposure, inconvenience, and distraction of continued litigation of any action or proceeding relating to the matters being fully settled and finally put to rest in this Settlement Agreement. Neither this Settlement Agreement, nor any negotiation or act performed performed, or document created in relation to the Settlement Agreement or negotiation negotiation, or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 76. Following arms-length negotiations, including mediation before an experienced mediatorConsidering the risks and uncertainties of continued litigation and all factors bearing on the merits of settlement, the Parties now seek to enter into are satisfied that the terms and conditions of this Settlement Agreement. Plaintiff and Class Counsel have conducted an investigation into the facts and the law regarding the Litigation and have concluded that a settlement according to the terms set forth below is Agreement are fair, reasonable, and adequate, and beneficial in their respective best interests. 7. In consideration of the covenants, agreements, and releases set forth here, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the undersigned that the Underlying Action be settled and compromised, and that the Releasors release the Releasees of the Released Claims, without costs as to and in the best interests of Plaintiff and Releasees, Plaintiff, Class Counsel, or the Settlement Class recognizing: (1) Class, except as explicitly provided for in this Agreement, subject to the existence approval of complex the Court, on the following terms and contested issues of law and fact; (2) the risks inherent in litigation;conditions.

FACTUAL BACKGROUND AND RECITALS. 1. On January 24December 31, 20192020, after an extensive pre-filing investigation, Plaintiff Xxxxxxxx Xxxxxxxx Xxxxx Xxxxxxxxx filed a class action lawsuit against Defendant and Swissport International, Ltd., alleging violations of the Illinois Biometric Information Privacy Act, 740 ILCS § 14/1, et seq. (“BIPA”). Only Defendant was served ) in the LitigationCircuit Court of Xxxx County, Illinois. 2. The Parties thereafter commenced settlement negotiations after Defendant initially moved to dismiss provided Plaintiff’s complaint. Prior to full briefing counsel early confirmatory discovery regarding the correct identity of Defendant (erroneously sued and resolution of Defendant’s motion, served as Onni Contracting (Chicago) Inc.) and the Parties agreed to stay the Litigation to explore settlementpotential class size. 3. To that end, in order to seek resolution of the Litigation, on January 30, 2020, the Parties participated in a formal, full-day mediation session with the Xxxxxxxxx Xxxxxx Denlow (Ret.) of JAMS in Chicago, Illinois. 4. Following extensive arms-length negotiations, the Parties have negotiated a settlement with that, if approved by the assistance of Judge Denlow by which the Parties agree to Court, will resolve all matters pertaining to, claims arising from, and associated with the Litigation, including all claims under BIPA that Plaintiff and members of the Settlement Class Members (defined below) have or may have had against Defendant and any Released Partiesits related and affiliated entities, through the date on which the Parties sign this Agreement. Defendant has represented that the potential class size consists of 124 individuals who utilized Defendant’s Time-Keeping System, as that term is defined herein, between December 31, 2015 and the present. 54. The Following arm’s length negotiations, the Parties have agreed now seek to enter into this Settlement Agreement to settle the Litigation on the terms and conditions set forth herein in recognition that the outcome of the Litigation is uncertain and that achieving a final result through litigation would require substantial additional risk, discovery, time time, and expense. 6. Defendant denies all charges of wrongdoing or liability of any kind whatsoever that Plaintiff or Settlement Class Members have asserted in this Litigation or may in the future assert. Despite Defendant’s belief that it is not liable for, and has good defenses to, the claims alleged in the Litigation, Defendant desires to settle the Litigation, and thus avoid the expense, risk, exposure, inconvenience, and distraction of continued litigation of any action or proceeding relating to the matters being fully settled and finally put to rest in this Settlement Agreement. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 7. Following arms-length negotiations, including mediation before an experienced mediator, the Parties now seek to enter into this Settlement Agreement5. Plaintiff and Class Counsel have conducted an extensive investigation into the facts and the law regarding the Litigation and have concluded that a settlement according to the terms set forth below is fair, reasonable, and adequate, and beneficial to and in the best interests of Plaintiff and the Settlement Class recognizing: Class, recognizing (1) the existence of complex and contested issues of law and fact; , (2) the risks inherent in litigation;, (3) the likelihood that future proceedings will be unduly protracted and expensive if the proceeding is not settled by voluntary agreement, (4) the magnitude of the benefits derived from the contemplated settlement in light of both the maximum potential and likely range of recovery to be obtained through further litigation and the expense thereof, as well as the potential of no recovery whatsoever, and (5) the Plaintiff’s determination that the settlement is fair, reasonable, adequate, and will substantially benefit the Settlement Class Members. 6. Thus, in consideration of the covenants, agreements, and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the undersigned that the Litigation be settled and compromised, and that the Releasors release the Releasees of the Released Claims, without costs as to Releasees, Plaintiff, Class Counsel, or the Settlement Class, except as explicitly provided for in this Agreement, subject to the approval of the Court, on the following terms and conditions.

FACTUAL BACKGROUND AND RECITALS. 1. On January April 24, 20192020, Plaintiff Xxxxxxxx Xxxxxxxx Xxxxxx X. Xxxx filed a class action lawsuit against Defendant and Swissport International, Ltd., alleging violations of the Illinois Biometric Information Privacy Act, 740 ILCS § 14/1, et seq. (“BIPA”). Only Defendant was served ) in the LitigationCircuit Court of Xxxx County Illinois. 2. Defendant initially moved to dismiss Plaintiff’s complaint. Prior to full briefing and resolution of Defendant’s motionFollowing the filing, the Parties agreed to stay exchanged preliminary information, including an estimate of the Litigation to explore settlementnumber of potential members of the Settlement Class and general information about the time-keeping system at issue, and the parties informally engaged in arms-length settlement negotiations. 3. To that end, in order to seek resolution of the Litigation, on January 30, 2020, the Parties participated in a formal, full-day mediation session with the Xxxxxxxxx Xxxxxx Denlow (Ret.) of JAMS in Chicago, Illinois. 4. Following arms-length negotiations, the Parties negotiated now seek to enter into this Settlement Agreement. Plaintiff and Class Counsel have conducted an investigation into the facts and the law regarding the Litigation and have concluded that a settlement with according to the assistance of Judge Denlow by which the Parties agree to resolve all matters pertaining toterms set forth below is fair, arising fromreasonable, and associated with adequate, and beneficial to and in the Litigation, including all claims best interests of Plaintiff and the Settlement Class Members have or may have had against Defendant recognizing (1) the existence of complex and any Released Partiescontested issues of law and fact, (2) the risks inherent in litigation; (3) the likelihood that future proceedings will be unduly protracted and expensive if the proceeding is not settled by voluntary agreement, (4) the magnitude of the benefits derived from the contemplated settlement in light of both the maximum potential and likely range of recovery to be obtained through further litigation and the expense thereof, as well as the potential of no recovery whatsoever, and (5) the Plaintiff’s determination that term the settlement is defined hereinfair, reasonable, adequate, and will substantially benefit the Settlement Class Members. 54. The Parties have agreed to settle the Litigation on the terms and conditions set forth herein in recognition that the outcome of the Litigation is uncertain and that achieving a final result through litigation would require substantial additional risk, discovery, time time, and expense. 65. Defendant denies and continues to deny each and every allegation and all charges of wrongdoing or liability of any kind whatsoever that Plaintiff or members of the Settlement Class Members presently have asserted in this Litigation or may in the future assert. Despite Defendant’s belief that it is they are not liable for, and has have good defenses to, the claims alleged in the Litigation, Defendant desires to settle the Litigation, and thus avoid the expense, risk, exposure, inconvenience, and distraction of continued litigation of any action or proceeding relating to the matters being fully settled and finally put to rest in this Settlement Agreement. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 6. [Intentionally left blank]. 7. Following arms-length negotiations, including mediation before an experienced mediatorConsidering the risks and uncertainties of continued litigation and all factors bearing on the merits of settlement, the Parties now seek to enter into are satisfied that the terms and conditions of this Settlement Agreement. Plaintiff and Class Counsel have conducted an investigation into the facts and the law regarding the Litigation and have concluded that a settlement according to the terms set forth below is Agreement are fair, reasonable, and adequate, and beneficial in their respective best interests. 8. In consideration of the covenants, agreements, and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the undersigned that the Litigation be settled and compromised, and that the Releasors release the Releasees of the Released Claims, without costs as to and in the best interests of Plaintiff and Releasees, Plaintiff, Class Counsel, or the Settlement Class recognizing: (1) Class, except as explicitly provided for in this Agreement, subject to the existence approval of complex the Court, on the following terms and contested issues of law and fact; (2) the risks inherent in litigation;conditions.

FACTUAL BACKGROUND AND RECITALS. 1. On January 24February 28, 2019, Plaintiff Xxxxxxxx Xxxxxxxx filed a class action lawsuit complaint against Defendant and Swissport International, Ltd., alleging violations of the Illinois Biometric Information Privacy Act, 740 ILCS § 14/1, et seq. (“BIPA”). Only Defendant was served ) in the Circuit Court of Will County, Illinois (“Underlying Action” or the “Litigation”). 2. On May 22, 2019, Defendant initially moved filed an answer to dismiss Plaintiff’s the complaint. Prior Defendant denied and continues to full briefing and resolution of Defendant’s motion, deny liability for the Parties agreed to stay claims made in the Litigation to explore settlementUnderlying Action. 3. To that endDefendant also moved for a stay of the Underlying Action pending certain appeals, in order to seek and the Court stayed the Underlying Action pending resolution of the Litigationappeal in Xxxxxx x. Ring Container Technologies, on January 30LLC, 2020No. 3-20-0184 (3d Dist.) (“Xxxxxx”). The Xxxxxx appeal remains pending. 4. During the stay of the Underlying Action, the Parties participated exchanged information relevant to the putative class, including an estimate of the number of potential members of the Settlement Class, percentage of union members in a formalthe Settlement Class, full-day mediation session with and general information about the Xxxxxxxxx Xxxxxx Denlow (Ret.) of JAMS in Chicago, IllinoisBiometric tracking system at issue. 45. Following arms-length negotiations, the Parties negotiated now seek to enter into this Settlement Agreement. Plaintiff and Class Counsel have concluded that a settlement with according to the assistance of Judge Denlow by which the Parties agree to resolve all matters pertaining toterms set forth below is fair, arising fromreasonable, and associated with adequate, and beneficial to and in the Litigation, including all claims best interests of Plaintiff and the Settlement Class Members have or may have had against Defendant recognizing: (i) the existence of complex and any Released Partiescontested issues of law and fact; (ii) the risks inherent in litigation; (iii) the likelihood that future proceedings will be unduly protracted and expensive if the proceeding is not settled by voluntary agreement; and (iv) the benefits derived from the contemplated settlement in light of both the maximum potential and likely range of recovery to be obtained through further litigation and the expense thereof, as that term is defined herein. 5. The Parties have agreed to settle well as the Litigation on the terms and conditions set forth herein in recognition that the outcome potential of the Litigation is uncertain and that achieving a final result through litigation would require substantial additional risk, discovery, time and expenseno recovery whatsoever. 6. Defendant denies and continues to deny each and every allegation and all charges of wrongdoing or liability of any kind whatsoever that Plaintiff or members of the Settlement Class Members presently have asserted in this Litigation Underlying Action or may in the future assert. Despite Defendant’s belief that it is not liable for, and has good defenses to, the claims alleged in the LitigationUnderlying Action, Defendant desires to settle the LitigationUnderlying Action, and thus avoid the expense, risk, exposure, inconvenience, and distraction of continued litigation of any action or proceeding relating to the matters being fully settled and finally put to rest in by this Settlement Agreement. Neither this Settlement Agreement, nor any negotiation or act performed performed, or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 7. Following arms-length negotiations, including mediation before an experienced mediator, The Parties are satisfied that the Parties now seek to enter into terms and conditions of this Settlement Agreement. Plaintiff and Class Counsel have conducted an investigation into the facts and the law regarding the Litigation and have concluded that a settlement according to the terms set forth below is Agreement are fair, reasonable, and adequate, and beneficial to and in the their respective best interests considering the risks and uncertainties of Plaintiff continued litigation and all factors bearing on the merits of settlement. 8. In consideration of the covenants, agreements, and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the undersigned that the Underlying Action be settled and compromised, and that the Releasors release the Releasees of the Released Claims, without costs as to Releasees, Plaintiff, Class Counsel, or the Settlement Class recognizing: (1) Class, except as explicitly provided for in this Agreement, subject to the existence approval of complex the Court, on the following terms and contested issues of law and fact; (2) the risks inherent in litigation;conditions.

FACTUAL BACKGROUND AND RECITALS. 1. On January 2419, 20192021, after an extensive pre-filing investigation, Plaintiff Xxxxxxxx Xxxxxxx Xxxxxxxx filed a class action lawsuit against Defendant and Swissport International, Ltd., alleging violations of the Illinois Biometric Information Privacy Act, 740 ILCS § 14/1, et seq. (“BIPA”). Only Defendant was served ) in the LitigationCircuit Court of DuPage County, Illinois. 2. The Parties thereafter commenced settlement negotiations after Defendant initially moved to dismiss provided Plaintiff’s complaint. Prior to full briefing and resolution of Defendant’s motion, the Parties agreed to stay the Litigation to explore settlementcounsel early confirmatory discovery regarding potential class size. 3. To that end, in order to seek resolution of the Litigation, on January 30, 2020Following extensive arms-length negotiations, the Parties participated in have negotiated a formalsettlement that, fullif approved by the Court, will resolve all claims arising under BIPA that Plaintiff and members of the Settlement Class (defined below) have or may have had against Defendant and its related and affiliated entities, through the date on which the Parties sign this Agreement. Defendant has represented that 117 of Defendant’s employees utilized the Time-day mediation session with the Xxxxxxxxx Xxxxxx Denlow (Ret.) of JAMS in ChicagoKeeping System, Illinoisas defined herein, between January 19, 2016 and January 28, 2021. 4. Following arms-length negotiations, the Parties negotiated a settlement with the assistance of Judge Denlow by which the Parties agree now seek to resolve all matters pertaining to, arising from, and associated with the Litigation, including all claims Plaintiff and enter into this Settlement Class Members have or may have had against Defendant and any Released Parties, as that term is defined herein. 5. The Parties have agreed Agreement to settle the Litigation on the terms and conditions set forth herein in recognition that the outcome of the Litigation is uncertain and that achieving a final result through litigation would require substantial additional risk, discovery, time time, and expense. 6. Defendant denies all charges of wrongdoing or liability of any kind whatsoever that Plaintiff or Settlement Class Members have asserted in this Litigation or may in the future assert. Despite Defendant’s belief that it is not liable for, and has good defenses to, the claims alleged in the Litigation, Defendant desires to settle the Litigation, and thus avoid the expense, risk, exposure, inconvenience, and distraction of continued litigation of any action or proceeding relating to the matters being fully settled and finally put to rest in this Settlement Agreement. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 7. Following arms-length negotiations, including mediation before an experienced mediator, the Parties now seek to enter into this Settlement Agreement5. Plaintiff and Class Counsel have conducted an extensive investigation into the facts and the law regarding the Litigation and have concluded that a settlement according to the terms set forth below is fair, reasonable, and adequate, and beneficial to and in the best interests of Plaintiff and the Settlement Class recognizing: Class, recognizing (1) the existence of complex and contested issues of law and fact; , (2) the risks inherent in litigation;, (3) the likelihood that future proceedings will be unduly protracted and expensive if the proceeding is not settled by voluntary agreement, (4) the magnitude of the benefits derived from the contemplated settlement in light of both the maximum potential and likely range of recovery to be obtained through further litigation and the expense thereof, as well as the potential of no recovery whatsoever, and (5) the Plaintiff’s determination that the settlement is fair, reasonable, adequate, and will substantially benefit the Settlement Class Members. 6. Thus, in consideration of the covenants, agreements, and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the undersigned that the Litigation be settled and compromised, and that the Releasors release the Releasees of the Released Claims, without costs as to Releasees, Plaintiff, Class Counsel, or the Settlement Class, except as explicitly provided for in this Agreement, subject to the approval of the Court, on the following terms and conditions.

FACTUAL BACKGROUND AND RECITALS. 1. On January 2419, 20192021, after an extensive pre-filing investigation, Plaintiff Xxxxxxxx Xxxxxxxx Xxxxxx Xxxxxx filed a class action lawsuit against Defendant and Swissport International, Ltd., alleging violations of the Illinois Biometric Information Privacy Act, 740 ILCS § 14/1, et seq. (“BIPA”). Only Defendant was served ) in the LitigationCircuit Court of LaSalle County, Illinois. 2. The Parties thereafter commenced settlement negotiations after Defendant initially moved to dismiss provided Plaintiff’s complaint. Prior to full briefing and resolution of Defendant’s motion, the Parties agreed to stay the Litigation to explore settlementcounsel early confirmatory discovery regarding potential class size. 3. To that end, in order to seek resolution of the Litigation, on January 30, 2020Following extensive arms-length negotiations, the Parties participated in have negotiated a formalsettlement that, fullif approved by the Court, will resolve all claims arising under BIPA that Plaintiff and members of the Settlement Class (defined below) have or may have had against Defendant and its related and affiliated entities, through the date on which the Parties sign this Agreement. Defendant has represented that 315 of Defendant’s employees utilized the Time-day mediation session with Keeping System, as defined herein, between January 19, 2016 and the Xxxxxxxxx Xxxxxx Denlow (Ret.) of JAMS in Chicago, Illinoispresent. 4. Following arms-length negotiations, the Parties negotiated a settlement with the assistance of Judge Denlow by which the Parties agree now seek to resolve all matters pertaining to, arising from, and associated with the Litigation, including all claims Plaintiff and enter into this Settlement Class Members have or may have had against Defendant and any Released Parties, as that term is defined herein. 5. The Parties have agreed Agreement to settle the Litigation on the terms and conditions set forth herein in recognition that the outcome of the Litigation is uncertain and that achieving a final result through litigation would require substantial additional risk, discovery, time time, and expense. 65. Plaintiff and Class Counsel conducted an extensive investigation into the facts and the law regarding the Litigation and have concluded that a settlement according to the terms set forth below is fair, reasonable, and adequate, and beneficial to and in the best interests of Plaintiff and the Settlement Class, recognizing (1) the existence of contested issues of law and fact, (2) the risks inherent in litigation, (3) the likelihood that future proceedings will be unduly protracted and expensive if the proceeding is not settled by voluntary agreement, (4) the magnitude of the benefits derived from the contemplated settlement in light of both the maximum potential and likely range of recovery to be obtained through further litigation and the expense thereof, as well as the potential of no recovery whatsoever, and (5) the Plaintiff’s determination that the settlement is fair, reasonable, adequate, and will substantially benefit the Settlement Class Members. Defendant denies and continues to deny each and every allegation and all charges of wrongdoing or liability of any kind whatsoever that Plaintiff or members of the Settlement Class Members (as defined below) presently have asserted in this Litigation or may in the future assert. Despite Defendant’s belief that it is they are not liable for, and has have good defenses to, the claims alleged in the Litigation, Defendant desires to settle the Litigation, and thus avoid the expense, risk, exposure, inconvenience, and distraction of continued litigation of any action or proceeding relating to the matters being fully settled and finally put to rest in this Settlement Agreement. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 76. Following arms-length negotiationsThus, including mediation before an experienced mediatorin consideration of the covenants, agreements, and releases set forth herein, and for other good and valuable consideration, the Parties now seek to enter into this Settlement Agreement. Plaintiff receipt and Class Counsel have conducted an investigation into sufficiency of which are hereby acknowledged, it is agreed by and among the facts and the law regarding undersigned that the Litigation be settled and have concluded compromised, and that a settlement according the Releasors release the Releasees of the Released Claims, without costs as to Releasees, Plaintiff, Class Counsel, or the Settlement Class, except as explicitly provided for in this Agreement, subject to the approval of the Court, on the following terms set forth below is fair, reasonable, and adequate, and beneficial to and in the best interests of Plaintiff and the Settlement Class recognizing: (1) the existence of complex and contested issues of law and fact; (2) the risks inherent in litigation;conditions.