NATURE OF THE SETTLEMENT. 95. Result of Challenge to Consent Decree on Appeal 97 96. No Admission of Liability 98 97. No Need to Answer Complaint 98 98. Costs of Restitution and Compliance 98 ARTICLE XXVI NECESSARY APPROVALS, LODGING, AND PUBLIC COMMENT 99. Public Comment; Approval by the Department 99 100. Result of Failure to Obtain Approval of Consent Decree; No Severability 99 ARTICLE XXVII AMENDMENT 101. Amendment 100 TABLE OF CONTENTS (continued) Page ARTICLE XXVIII MISCELLANEOUS TERMS 102. Successors and Assigns 101 103. Interpretation and Construction 102 104. Notice 102 105. Governing Law 103 106. Compliance with Applicable Law 103 107. Entire Agreement 103 108. Counterparts 104
NATURE OF THE SETTLEMENT. The Parties acknowledge and agree that they have extensive knowledge and experience in financial and business matters and are capable of evaluating the merits and risks of the transactions contemplated hereby. The consideration for the Settlement has been arrived at following arm's-length negotiations between the Parties and their representatives. Prior to such negotiations, each of the Parties has been involved in the affairs of the JC and has had extensive access to financial and other information concerning the assets, liabilities, business, results of operations, financial condition and prospects of the JC and its predecessors. Accordingly, the Parties hereby irrevocably agree to be bound by the determination of the consideration for the Settlement, including the Purchase Price for the Transferred Shares, notwithstanding any change in the assets, liabilities, business, results of operations, financial condition or prospects of the JC prior to, from and after the date hereof. No Party or any of its Affiliates (or any person claiming by or though any Party or its Affiliates) shall have or assert any claim or dispute (whether in contract, tort or otherwise) with respect to the negotiation of this Agreement or the resulting determination of the consideration for the Settlement or the Purchase Price for the Transferred Shares, including, without limitation, any claims or disputes premised in whole or in part on any allegation that material information pertinent to such determination was withheld or was not disclosed or made available to such Party, all of which claims and disputes are hereby irrevocably waived. Nothing in this Article 2.7 prejudices the express rights of any party under this Agreement or under any other Settlement Document.
