Common use of Stipulation of Settlement Clause in Contracts

Stipulation of Settlement. The Parties will attempt in good faith and use their best efforts to agree upon and execute no later than 30 days from the date hereof, an appropriate Stipulation of Settlement (the “Stipulation”) pursuant to Maryland Rule 2-231(b)(1) and/or (2) and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of all claims asserted by, or that could have been asserted by, the Class arising out of the Tender Offer, as amended, including the Disclosure Materials and the Subsequent Disclosure Materials, upon the terms set forth in this Amended MOU (collectively, the “Settlement Documents”). The Stipulation will expressly provide, inter alia, (i) for certification, for settlement purposes, of a Class of all holders of Common Shares and Exchangeable Preference Shares and their successors in interest and transferees, intermediate and remote (the “Settlement Class”) under the captions of both the Rice Consolidated Class Action and the Sxxxxxxx Class Action; (ii) for entry of a judgment dismissing the Rice Consolidated Class Action and the Sxxxxxxx Class Action with prejudice and without costs to any party except as expressly provided herein; (iii) for a complete release of all claims (excluding claims for enforcement of the Settlement), whether asserted directly or indirectly, derivatively or otherwise, against any of the Defendants, Lafarge Canada, or Efalar Canada, or any of their affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past or present officers, directors, associates, stockholders, members, controlling persons, representatives, employees, attorneys, counselors, financial or investment advisers, consultants, accountants, investment bankers, commercial bankers, engineers, advisers or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators of any of the foregoing (collectively, the “Releasees”), whether known or unknown and whether arising under federal, state or any other law (including, without limitation, the federal securities laws), which have been, or could have been, asserted, directly or indirectly, derivatively or otherwise, against any of the Releasees by any member of the Settlement Class relating to the Settlement, the Tender Offer, the Revised Tender Offer, or the related Disclosure Materials and the Subsequent Disclosure Materials (the “Settled Claims”); (iv) that each of the Defendants, Lafarge Canada, and Efalar Canada has denied and continues to deny having committed or attempted to commit any violations of law or breaches of duty of any kind; (v) that Defendants, Lafarge Canada and Efalar Canada are entering into the Stipulation solely because the proposed Settlement would eliminate the burden, risk and expense of further litigation, and is in the best interests of LSA, LNA and the Class; and (vi) that any of the Defendants, Lafarge Canada and Efalar Canada shall have the right to withdraw from the proposed Settlement in the event that any of the Other Conditions set forth in paragraph 4 below shall not have been satisfied, except for the Other Condition set forth in Paragraph 4(v) below.

Stipulation of Settlement. The Parties parties to the Actions will attempt in good faith and use their best efforts to agree upon and execute no later than 30 days from the date hereof, an appropriate Stipulation of Settlement (the “"Stipulation”) pursuant to Maryland Rule 2-231(b)(1) and/or (2") and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of all claims asserted by, or that could have been asserted by, the Class arising out of the Tender Offer, as amended, including the Disclosure Materials and the Subsequent Disclosure Materials, Actions upon the terms set forth in this Amended MOU Memorandum of Understanding (collectively, the “"Settlement Documents”"). The Stipulation will expressly provide, inter alia, (i) for certification, for settlement purposes, certification of a Class non-opt out settlement class pursuant to Delaware Court of all Chancery Rules 23(b)(1) and (b)(2) of holders of Common Shares and Exchangeable Preference Shares Class A common stock of Swisher and their successors in interest and transferees, intermediate immediaxx xxx remote, from December 9, 1998 through and remote including the Effective Time (the “Settlement "Class”) under the captions of both the Rice Consolidated Class Action and the Sxxxxxxx Class Action"); (ii) for entry of a judgment dismissing the Rice Consolidated Class Action and the Sxxxxxxx Class Action Actions with prejudice and without costs to any party except as expressly provided hereinprejudice; (iii) for a complete release and settlement of all claims (excluding claims for enforcement of the Settlement)claims, whether asserted directly or indirectlydirectly, derivatively or otherwise, against any of the Defendants, Lafarge Canada, or Efalar Canada, defendants or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past past, present or present future officers, directors, associates, stockholders, members, controlling persons, representatives, employees, attorneys, counselors, financial or investment advisersadvisors, consultants, accountants, investment bankers, commercial bankers, engineers, advisers advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators of any of the foregoing (collectively, the “Releasees”), whether known or unknown and whether arising under federal, state or any other law (including, without limitation, the federal securities laws)administrators, which have been, or could have been, asserted, directly or indirectly, derivatively or otherwise, against any of the Releasees by any member of the Settlement Class asserted relating to the SettlementTransaction, the Tender Offeractions of Swisher, the Revised Tender OfferSwisher Board (including each member herein). Hay Island or SIGI relating to the Transaction, the related disclosure materials, disclosures, facts and allegations that are or could (insofar as such transactions, disclosures, facts and allegations relate to, or occurred in connection with, the related Disclosure Materials and the Subsequent Disclosure Materials (the “Settled Claims”); (iv) that each subject matter of the Defendants, Lafarge Canada, and Efalar Canada has Actions) be the subject of the Actions or of an action in any other forum; that defendants have denied and continues continue to deny having that they have committed or attempted to commit any violations of law or breaches of duty of any kind; (v) that Defendants, Lafarge Canada and Efalar Canada defendants are entering into the Stipulation solely because the proposed Settlement as described above would eliminate the burden, risk and expense of further litigation, and is in the best interests of LSA, LNA Swisher and the Classall its shareholders; and (vi) that any of the Defendants, Lafarge Canada and Efalar Canada shall have defendants xxxxx xave the right to withdraw from the proposed Settlement in the event that (x) any claims related to the Transactions or the subject matter of the Actions (whether direct, derivative or otherwise) are commenced against any person in any court prior to Final Court Approval of the Settlement, and such claims are not dismissed or stayed in contemplation of dismissal or (y) any of the Other Conditions additional conditions set forth in paragraph 4 5 below shall not have been satisfied, except for . The parties agree to use their good faith efforts to obtain the Other Condition set forth dismissal or stay in Paragraph 4(vcontemplation of dismissal of any action covered by clause (x) belowin the foregoing sentence and further agree that the defendants shall have the right to withdraw from this Memorandum of Understanding if such efforts do not result in the dismissal or stay in contemplation of dismissal of such an action.

Stipulation of Settlement. The Parties parties will attempt negotiate in good faith and use their best efforts to agree upon and execute no later than 30 days from the date hereof, an appropriate Stipulation of Settlement (the “"Stipulation”) pursuant to Maryland Rule 2-231(b)(1) and/or (2") and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of all claims asserted by, or that could have been asserted by, the Class arising out of the Tender Offer, as amended, including the Disclosure Materials and the Subsequent Disclosure Materials, Gehrer action upon the terms set forth in this Amended MOU Memorandum of Understanding (collectively, the “"Settlement Documents”"). The parties will use their best efforts to agree upon and execute the Settlement Documents within 60 days of the execution of this Memorandum of Understanding. The Stipulation will expressly provide, inter alia, (i) for certification, certification by the Superior Court of the State of California for settlement purposes, the County of San Diego (the "Court") of a Class non-opt out settlement class of all holders of Common Shares and Exchangeable Preference Shares ALARIS stockholders and their successors in interest and transferees, intermediate immediate and remote remote, from May 18, 2004, through and including the date of the consummation of the Merger (other than defendants) (the “Settlement "Class”) under the captions of both the Rice Consolidated Class Action and the Sxxxxxxx Class Action"); (ii) for entry dismissal of a judgment dismissing the Rice Consolidated Class Action and the Sxxxxxxx Class Action Gehrer action with prejudice and without costs to any party except as expressly provided herein; (iii) for a complete release and settlement by the Class of all claims (excluding properly perfected rights of appraisal to the extent available under Delaware law and claims for enforcement of the Settlement), whether asserted directly or indirectlydirectly, derivatively or otherwise, against ALARIS, any of the DefendantsIndividual Defendants (whether in their personal or representative capacities), Lafarge CanadaCardinal Health, or Efalar CanadaPicower, or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past or present officers, directors, associates, stockholders, members, controlling persons, representatives, employees, attorneys, counselors, financial or investment advisersadvisors, dealer managers, consultants, accountants, investment bankers, commercial bankers, engineers, advisers advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators of any of the foregoing (collectively, the “"Releasees”"), whether known or unknown and whether arising under federal, state or any other law (including, without limitation, the federal securities laws), which have been, or could have been, asserted, directly asserted in any court or indirectly, derivatively or otherwise, forum against any of the Releasees by any member of the Settlement Class and relating to the Offer, the Merger, the Merger Agreement, the Support Agreement, the Transaction or the related disclosure materials and any related matters (the "Settled Claims"); (iii) that upon Final Court Approval of the Settlement, the Tender Offermembers of the Class shall be deemed to have waived the provisions, rights and benefits of California Civil Code ss. 1542, which provides that: A general release does not extend to claims which the Revised Tender Offercreditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor, and the provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable or equivalent to Civil Code ss. 1542. A member of the related Disclosure Materials and Class may thereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the Subsequent Disclosure Materials (subject matter of the “Settled Claims”), but each shall be deemed to have fully, finally and forever settled and released any and all Settled Claims, as provided above; (iv) that each of the Defendants, Lafarge Canada, defendants and Efalar Canada the other Releasees has denied and continues to deny having committed or attempted to commit any violations of law or breaches of any duty of any kind; (v) that Defendants, Lafarge Canada and Efalar Canada are entering into the Stipulation solely because the proposed Settlement would eliminate the burden, risk and expense of further litigation, and is in the best interests of LSA, LNA and the Class; and (vi) that any of the Defendants, Lafarge Canada and Efalar Canada shall have the right to withdraw from the proposed Settlement in the event that any of the Other Conditions set forth in paragraph 4 below shall not have been satisfied, except for the Other Condition set forth in Paragraph 4(v) below.any

Stipulation of Settlement. The Parties parties to the Action will attempt in good faith and use their best efforts to agree upon and execute no later than 30 days from the date hereof, an appropriate Stipulation of Settlement (the “"Stipulation”) pursuant to Maryland Rule 2-231(b)(1) and/or (2") and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of all claims asserted by, or that could have been asserted by, the Class arising out of the Tender Offer, as amended, including the Disclosure Materials and the Subsequent Disclosure Materials, Action upon the terms set forth in this Amended MOU Memorandum of Understanding (collectively, the “"Settlement Documents”"). The Stipulation will expressly provide, inter alia, (i) that Plaintiff will petition the Court for certification, for settlement purposes, certification of a Class non-opt out settlement class pursuant to Delaware Court of all holders Chancery Rules 23(b)(1) and (b)(2) of Common Shares and Exchangeable Preference Shares XxXxxxx shareholders and their successors in interest and transferees, intermediate immediate and remote remote, from July 16, 1998 through and including the Effective Time (as defined in the Merger Agreement) (the “Settlement "Class”) under the captions of both the Rice Consolidated Class Action and the Sxxxxxxx Class Action"); (ii) for entry of a judgment dismissing the Rice Consolidated Class Action and the Sxxxxxxx Class Action "with prejudice and without costs to any party except as expressly provided hereinprejudice"; (iii) for a complete release and settlement of all claims (excluding claims for enforcement of the Settlement)claims, whether asserted directly or indirectlydirectly, derivatively or otherwise, against any of the Defendants, Lafarge Canada, or Efalar Canada, defendants or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past past, present or present future officers, directors, associates, stockholders, members, controlling persons, representatives, employees, attorneys, counselors, financial or investment advisersadvisors, consultants, accountants, investment bankers, commercial bankers, engineers, advisers advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators of any of the foregoing (collectively, the “Releasees”), whether known or unknown and whether arising under federal, state or any other law (including, without limitation, the federal securities laws)administrators, which have been, or could have been, assertedasserted relating to the Transaction or Merger Agreement, directly or indirectlythe actions of XxXxxxx, derivatively or otherwise, against any of the Releasees by any XxXxxxx Board (including each member of the Settlement Class XxXxxxx Board), DLJ or XxXxxxx Acquisition relating to the SettlementTransaction, the Tender Offerrelated disclosure materials, disclosures, facts and allegations that are or could (insofar as such transactions, disclosures, facts and allegations relate to, or occurred in connection with, the Revised Tender Offer, or the related Disclosure Materials and the Subsequent Disclosure Materials (the “Settled Claims”); (iv) that each subject matter of the Defendants, Lafarge Canada, and Efalar Canada has Action) be the subject of the Action; that defendants have denied and continues continue to deny having that they have committed or attempted to commit any violations of law or breaches of duty of any kind; (v) that Defendants, Lafarge Canada and Efalar Canada defendants are entering into the Stipulation solely because the proposed Settlement as described above would eliminate the burden, risk and expense of further litigation, and is in the best interests of LSA, LNA XxXxxxx and the Classall its shareholders; and (vi) that any of the Defendants, Lafarge Canada and Efalar Canada defendants shall have the right to withdraw from the proposed Settlement in the event that (x) any claims related to the Transaction or the subject matter of the Action (whether direct, derivative or otherwise) are commenced against any person in any court prior to Final Court Approval of the Settlement, and such claims are not dismissed or stayed in contemplation of dismissal or (y) any of the Other Conditions additional conditions set forth in paragraph 4 below shall not have been satisfied, except for . The parties agree to use their good faith efforts to obtain the Other Condition set forth dismissal or stay in Paragraph 4(vcontemplation of dismissal of any action covered by clause (x) belowin the foregoing sentence and further agree that the defendants shall have the right to withdraw from this Memorandum of Understanding if such efforts do not result in the dismissal or stay in contemplation of dismissal of such an action.

Stipulation of Settlement. The Parties parties to the Actions will attempt in good faith and use their best efforts to agree upon and execute no later than 30 days from the date hereof, an appropriate Stipulation of Settlement (the “"Stipulation”) pursuant to Maryland Rule 2-231(b)(1) and/or (2") and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of all claims asserted by, or that could have been asserted by, the Class arising out of the Tender Offer, as amended, including the Disclosure Materials and the Subsequent Disclosure Materials, pending actions upon the terms set forth in this Amended MOU Memorandum of Understanding (collectively, the “"Settlement Documents”"). The Stipulation will expressly provide, inter alia, (i) provide for certification, for settlement purposes, certification of a Class non-opt out settlement class, and the Settlement Agreement shall make clear that the right of any Comair shareholder to dissenters' statutory rights of appraisal shall be preserved. The Stipulation will also expressly provide for the settlement class to include all holders of Common Shares Comair shareholders from May 19, 1999 through and Exchangeable Preference Shares including the Effective Time as defined in the Merger Agreement (the "Class") and their successors in interest and transferees, intermediate and remote (the “Settlement Class”) under the captions of both the Rice Consolidated Class Action and the Sxxxxxxx Class Action; (ii) for entry of a judgment dismissing the Rice Consolidated Class Action and the Sxxxxxxx Class Action Actions "with prejudice prejudice" and without attorneys fees or costs to any party except as expressly provided herein; (iii) for a complete release and settlement of all claims (excluding claims for enforcement of the Settlement)shareholders, whether asserted directly or indirectlydirectly, derivatively or otherwise, against any of the Defendants, Lafarge Canada, or Efalar Canada, Defendants or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past past, present or present future officers, directors, associates, stockholders, members, controlling persons, representatives, employees, attorneys, counselors, financial or investment advisersadvisors, consultants, accountants, investment bankers, commercial bankers, engineers, advisers advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators of any of the foregoing (collectivelyadministrators, the “Releasees”)which have been, or could have been, asserted, whether known or unknown and whether arising under federal, state or any other law (including, without limitation, the federal securities laws), which have beenrelating to the Transaction, or could have been, asserted, directly or indirectly, derivatively or otherwise, against any and the actions of the Releasees by any Comair Board (including each member of the Settlement Class Comair Board), Delta, or Kentucky Sub, Inc. relating to the SettlementTransaction, the Tender Offerrelated disclosure materials, the Revised Tender Offerevents described in such disclosure materials, disclosures, facts and allegations that are or could (insofar as such transactions, disclosures, facts and allegations relate to, or occurred in connection with, the related Disclosure Materials and the Subsequent Disclosure Materials (the “Settled Claims”); (iv) that each subject matter of the Defendants, Lafarge Canada, and Efalar Canada has Actions) be the subject of the Actions; that defendants have denied and continues continue to deny having that they have committed or attempted to commit any violations of law or breaches of duty of any kindfiduciary duty; (v) that Defendants, Lafarge Canada and Efalar Canada Defendants are entering into the Stipulation solely because the proposed Settlement would eliminate the burden, risk inherent risk, and expense of further litigation, and is in the best interests of LSA, LNA Comair and the Classall its shareholders; and (vi) that any of the Defendants, Lafarge Canada and Efalar Canada Defendants shall have the right to withdraw from the proposed Settlement in the event that (x) any claims related to the Transaction or the subject matter of the Action (whether direct, derivative or otherwise) are pending or are commenced against any person in any court prior to Final Court Approval of the Settlement that have not been dismissed or stayed in contemplation of dismissal or (y) any of the Other Conditions additional conditions set forth in paragraph 4 IV below shall not have been satisfied, except for . The parties agree to use their good faith efforts to obtain the Other Condition set forth dismissal or stay in Paragraph 4(vcontemplation of dismissal of any action covered by clause (x) belowin the foregoing sentence and further agree that Defendants shall have the right to withdraw from this Memorandum of Understanding if such efforts do not result in the dismissal or stay in contemplation of dismissal of such an action.

Stipulation of Settlement. The Parties parties to the Action will attempt in good faith and use their best efforts to agree upon and execute no later than 30 days from the date hereof, an appropriate Stipulation of Settlement (the “"Stipulation”) pursuant to Maryland Rule 2-231(b)(1) and/or (2") and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of all claims asserted by, or that could have been asserted by, the Class arising out of the Tender Offer, as amended, including the Disclosure Materials and the Subsequent Disclosure Materials, Action upon the terms set forth in this Amended MOU Memorandum of Understanding (collectively, the “"Settlement Documents”"). The Stipulation will expressly provide, inter alia, (i) for certification, for settlement purposes, certification of a Class non-opt out settlement class of all holders of Common Shares and Exchangeable Preference Shares ASA shareholders and their successors in interest and transferees, intermediate immediate and remote remote, from February 15, 1999 through and including the Effective Time (as defined in the Merger Agreement) (the “Settlement "Class”) under the captions of both the Rice Consolidated Class Action and the Sxxxxxxx Class Action"); (ii) for entry of a judgment dismissing the Rice Consolidated Class Action and the Sxxxxxxx Class Action Actions "with prejudice prejudice" and without costs to any party except as expressly provided herein; (iii) for a complete release and settlement of all claims (excluding claims for enforcement of the Settlement)claims, whether asserted directly or indirectlydirectly, derivatively or otherwise, against any of the Defendants, Lafarge Canada, or Efalar Canada, Defendants or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past past, present or present future officers, directors, associates, stockholders, members, controlling persons, representatives, employees, attorneys, counselors, financial or investment advisersadvisors, consultants, accountants, investment bankers, commercial bankers, engineers, advisers advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators of any of the foregoing (collectivelyadministrators, the “Releasees”)which have been, or could have been, asserted, whether known or unknown and whether arising under federal, state or any other law (including, without limitation, the federal securities laws), which have beenrelating to the Transaction, or could have beenthe actions of ASA, asserted, directly or indirectly, derivatively or otherwise, against any of the Releasees by any ASA Board (including each member of the Settlement Class ASA Board), Delta or Delta Sub, Inc. relating to the SettlementTransaction, the Tender Offerrelated disclosure materials, the Revised Tender Offerevents described in such disclosure materials, disclosures, facts and allegations that are or could (insofar as such transactions, disclosures, facts and allegations relate to, or occurred in connection with, the related Disclosure Materials and the Subsequent Disclosure Materials (the “Settled Claims”); (iv) that each subject matter of the Defendants, Lafarge Canada, and Efalar Canada has Action) be the subject of the Action; that Defendants have denied and continues continue to deny having that they have committed or attempted to commit any violations of law or breaches of duty of any kind; (v) that Defendants, Lafarge Canada and Efalar Canada Defendants are entering into the Stipulation solely because the proposed Settlement would eliminate the burden, risk and expense of further litigation, and is in the best interests of LSA, LNA ASA and the Classall its shareholders; and (vi) that any of the Defendants, Lafarge Canada and Efalar Canada Defendants shall have the right to withdraw from the proposed Settlement in the event that (x) any claims related to the Transaction or the subject matter of the Action (whether direct, derivative or otherwise) are commenced against any person in any court prior to Final Court Approval of the Settlement, and such claims are not dismissed or stayed in contemplation of dismissal or (y) any of the Other Conditions additional conditions set forth in paragraph 4 below shall not have been satisfied, except for . The parties agree to use their good faith efforts to obtain the Other Condition set forth dismissal or stay in Paragraph 4(vcontemplation of dismissal of any action covered by clause (x) belowin the foregoing sentence and further agree that Defendants shall have the right to withdraw from this Memorandum of Understanding if such efforts do not result in the dismissal or stay in contemplation of dismissal of such an action.

Stipulation of Settlement. The Parties parties to the Action will attempt in good faith and use their best efforts to agree upon and execute no later than 30 days from the date hereof, an appropriate Stipulation of Settlement (the “"Stipulation”) pursuant to Maryland Rule 2-231(b)(1) and/or (2") and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of all claims asserted by, or that could have been asserted by, the Class arising out of the Tender Offer, as amended, including the Disclosure Materials and the Subsequent Disclosure Materials, Action upon the terms set forth in this Amended MOU Memorandum of Understanding (collectively, the “"Settlement Documents”"). The Stipulation will expressly provide, inter alia, (i) for certification, for settlement purposes, certification of a Class non-opt out settlement class of all holders of Common Shares and Exchangeable Preference Shares ASA shareholders and their successors in interest and transferees, intermediate immediate and remote remote, from February 15, 1999 through and including the Effective Time (as defined in the Merger Agreement) (the “Settlement "Class”) under the captions of both the Rice Consolidated Class Action and the Sxxxxxxx Class Action"); (ii) for entry of a judgment dismissing the Rice Consolidated Class Action and the Sxxxxxxx Class Action Actions "with prejudice prejudice" and without costs to any party except as expressly provided herein; (iii) for a complete release and settlement of all claims (excluding claims for enforcement of the Settlement)claims, whether asserted directly or indirectlydirectly, derivatively or otherwise, against any of the Defendants, Lafarge Canada, or Efalar Canada, Defendants or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past past, present or present future officers, directors, associates, stockholders, members, controlling persons, representatives, employees, attorneys, counselors, financial or investment advisersadvisors, consultants, accountants, investment bankers, commercial bankers, engineers, advisers advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators of any of the foregoing (collectivelyadministrators, the “Releasees”)which have been, or could have been, asserted, whether known or unknown and whether arising under federal, state or any other law (including, without limitation, the federal securities laws), which have beenrelating to the Transaction, or could have beenthe actions of ASA, asserted, directly or indirectly, derivatively or otherwise, against any of the Releasees by any ASA Board (including each member of the Settlement Class ASA Board), Delta or Delta Sub, Inc. relating to the SettlementTransaction, the Tender Offerrelated disclosure materials, the Revised Tender Offerevents described in such disclosure materials, disclosures, facts and allegations that are or could (insofar as such transactions, disclosures, facts and allegations relate to, or occurred in connection with, the related Disclosure Materials and the Subsequent Disclosure Materials (the “Settled Claims”); (iv) that each subject matter of the Defendants, Lafarge Canada, and Efalar Canada has Action) be the subject of the Action; that Defendants have denied and continues continue to deny having that they have committed or attempted to commit any violations of law or breaches of duty of any kind; (v) that Defendants, Lafarge Canada and Efalar Canada Defendants are entering into the Stipulation solely because the proposed Settlement would eliminate the burden, risk and expense of further litigation, and is in the best interests of LSA, LNA ASA and the Classall its shareholders; and (vi) that any of the Defendants, Lafarge Canada and Efalar Canada Defendants shall have the right to withdraw from the proposed Settlement in the event that (x) any claims related to the Transaction or the subject matter of the Action (whether direct, derivative or otherwise) are commenced against any person in any court prior to Final Court Approval of the Settlement, and such claims are not dismissed or stayed in contemplation of dismissal or (y) any of the Other Conditions additional conditions set forth in paragraph 4 below shall not have been satisfied, except for the Other Condition set forth in Paragraph 4(v) below.been

Stipulation of Settlement. The Parties parties to the Action will attempt in good faith and use their best efforts to agree upon and execute no later than 30 days from the date hereof, an appropriate Stipulation of Settlement (the “"Stipulation”) pursuant to Maryland Rule 2-231(b)(1) and/or (2") and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of all claims asserted by, or that could have been asserted by, the Class arising out of the Tender Offer, as amended, including the Disclosure Materials and the Subsequent Disclosure Materials, Action upon the terms set forth in this Amended MOU Memorandum of Understanding (collectively, the “"Settlement Documents”"). The Stipulation will expressly provide, inter alia, that: (ia) Plaintiff will petition the Court for certification, for settlement purposes, certification of a Class non-opt out settlement class pursuant to Delaware Court of Chancery Rules 23(b)(1) and (b)(2) of all holders record and beneficial owners of Common Shares SMG Preferred Stock from and Exchangeable Preference Shares including March 9, 1999 through and including the consummation of the Transaction, or, if the Transaction fails to close, the Alternative Transaction, including their successors in interest and interest, predecessors, legal representatives, trustees, heirs, assigns or transferees, intermediate immediate and remote (the “Settlement "Class”"); (b) under Plaintiff will petition the captions of both the Rice Consolidated Class Action and the Sxxxxxxx Class Action; (ii) Court for entry of a judgment dismissing the Rice Consolidated Class Action and "with prejudice"; (c) Plaintiff will petition the Sxxxxxxx Class Action with prejudice and without costs to any party except as expressly provided herein; (iii) Court for a complete and final compromise, settlement, discharge and release of all claims (excluding claims for enforcement claims, demands, rights, actions, causes of action, liabilities, damages, losses, obligations, judgments, suits, matters and issues of any kind or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured, arising under federal, state or any other law, that have been, could have been, or in the future can or might be asserted in the Action or in any court, tribunal or proceeding by or on behalf of any member of the SettlementClass (the "Releasing Parties"), whether asserted directly individual, class, derivative, representative, legal, equitable or indirectly, derivatively any other type or otherwisein any other capacity, against any of the Defendants, Lafarge Canada, or Efalar Canada, Defendants or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past past, present or present future officers, directors, associates, stockholders, members, controlling persons, representatives, employees, attorneys, counselors, financial or investment advisersadvisors, consultants, accountants, investment bankers, commercial bankers, engineers, advisers advisors, insurers or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators of any of the foregoing administrators, predecessors, successors and assigns (collectively, the “Releasees”), whether known or unknown and whether arising under federal, state or any other law (including, without limitation, the federal securities laws"Released Persons"), which have beenarisen, could have arisen, or could have beenwill arise out of, assertedor which are related in any manner to, the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, set forth or otherwise related, directly or indirectly, derivatively to the complaint filed in the Action, the Transaction, the Alternative Transaction, public filings or otherwisestatements by Defendants or their representatives in connection with the Transaction or the Alternative Transaction, against or any other actions of the Releasees by Defendants relating in any member way to the Transaction or the Alternative Transaction (collectively, the "Settled Claims"); provided, however, that the Settled Claims shall not include (i) any claims for appraisal pursuant to 8 Del. C. ss.262 of the Settlement Class relating Delaware General Corporation Law, or (ii) the right of any members of the Class, Releasing Parties or Released Persons to enforce the terms of the Settlement, the Tender Offer, the Revised Tender Offer, or the related Disclosure Materials and the Subsequent Disclosure Materials ; (the “Settled Claims”); (ivd) that each of the Defendants, Lafarge Canada, and Efalar Canada has Defendants have denied and continues continue to deny having that they have committed or attempted to commit any violations of law or breaches of duty of any kind; (v) that Defendants, Lafarge Canada and Efalar Canada Defendants are entering into the Stipulation solely because the proposed Settlement as described above would eliminate the burden, risk and expense of further litigation, and is in the best interests of LSA, LNA SMG and the Classall of its shareholders; and and (vie) that any of the Defendants, Lafarge Canada and Efalar Canada Defendants shall have the right to withdraw from the proposed Settlement in the event that (i) any claims related to the Transaction, the Alternative Transaction, or the subject matter of the Action (whether direct, derivative or otherwise) are commenced by any member of the Class against any Released Persons in any court prior to Final Court Approval of the Settlement, and the court in which such claims are pending denies Defendants' application to dismiss or stay such action in contemplation of dismissal or (ii) any of the Other Conditions additional conditions set forth in paragraph 4 below shall not have been satisfied, except for . The parties agree to use their best efforts to obtain the Other Condition dismissal or stay in contemplation of dismissal of any action covered by clause (i) in the foregoing sentence on the terms set forth herein and further agree that the Defendants shall have the right to withdraw from this Memorandum of Understanding if such efforts do not result in Paragraph 4(v) belowthe dismissal or stay in contemplation of dismissal of such an action.

Stipulation of Settlement. The Parties parties will attempt negotiate in good faith and use their best efforts to agree upon and execute no later than 30 days from the date hereof, an appropriate Stipulation of Settlement (the “Stipulation”) pursuant to Maryland Rule 2-231(b)(1) and/or (2) and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of all claims asserted by, or that could have been asserted by, the Class arising out of the Tender Offer, as amended, including the Disclosure Materials and the Subsequent Disclosure Materials, Gehrer action upon the terms set forth in this Amended MOU Memorandum of Understanding (collectively, the “Settlement Documents”). The parties will use their best efforts to agree upon and execute the Settlement Documents within 60 days of the execution of this Memorandum of Understanding. The Stipulation will expressly provide, inter alia, (i) for certification, certification by the Superior Court of the State of California for settlement purposes, the County of San Diego (the “Court”) of a Class non-opt out settlement class of all holders of Common Shares and Exchangeable Preference Shares ALARIS stockholders and their successors in interest and transferees, intermediate immediate and remote remote, from May 18, 2004, through and including the date of the consummation of the Merger (other than defendants) (the “Settlement Class”) under the captions of both the Rice Consolidated Class Action and the Sxxxxxxx Class Action); (ii) for entry dismissal of a judgment dismissing the Rice Consolidated Class Action and the Sxxxxxxx Class Action Gehrer action with prejudice and without costs to any party except as expressly provided herein; (iii) for a complete release and settlement by the Class of all claims (excluding properly perfected rights of appraisal to the extent available under Delaware law and claims for enforcement of the Settlement), whether asserted directly or indirectlydirectly, derivatively or otherwise, against ALARIS, any of the DefendantsIndividual Defendants (whether in their personal or representative capacities), Lafarge CanadaCardinal Health, or Efalar CanadaPicower, or any of their families, parent entities, affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past or present officers, directors, associates, stockholders, members, controlling persons, representatives, employees, attorneys, counselors, financial or investment advisersadvisors, dealer managers, consultants, accountants, investment bankers, commercial bankers, engineers, advisers advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators of any of the foregoing (collectively, the “Releasees”), whether known or unknown and whether arising under federal, state or any other law (including, without limitation, the federal securities laws), which have been, or could have been, asserted, directly asserted in any court or indirectly, derivatively or otherwise, forum against any of the Releasees by any member of the Settlement Class and relating to the Settlement, the Tender Offer, the Revised Tender OfferMerger, the Merger Agreement, the Support Agreement, the Transaction or the related Disclosure Materials disclosure materials and the Subsequent Disclosure Materials any related matters (the “Settled Claims”); (iviii) that each upon Final Court Approval of the DefendantsSettlement, Lafarge Canada, and Efalar Canada has denied and continues to deny having committed or attempted to commit any violations of law or breaches of duty of any kind; (v) that Defendants, Lafarge Canada and Efalar Canada are entering into the Stipulation solely because the proposed Settlement would eliminate the burden, risk and expense of further litigation, and is in the best interests of LSA, LNA and the Class; and (vi) that any members of the DefendantsClass shall be deemed to have waived the provisions, Lafarge Canada rights and Efalar Canada shall have the right to withdraw from the proposed Settlement in the event that any benefits of the Other Conditions set forth in paragraph 4 below shall not have been satisfiedCalifornia Civil Code § 1542, except for the Other Condition set forth in Paragraph 4(v) below.which provides that:

Stipulation of Settlement. The Parties will attempt in good faith and use their best efforts to agree upon and execute no later than 30 days from the date hereof, an appropriate Stipulation of Settlement (the “Stipulation”) pursuant to Maryland Rule 2-231(b)(1231(b)(l) and/or (2) and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of all claims asserted by, or that could have been asserted by, the Class arising out of the Tender Offer, as amended, including the Disclosure Materials and the Subsequent Disclosure Materials, upon the terms set forth in this Amended MOU (collectively, the “Settlement Documents”). The Stipulation will expressly provide, inter alia, (i) for certification, for settlement purposes, of a Class of all holders of Common Shares and Exchangeable Preference Shares and their successors in interest and transferees, intermediate and remote (the “Settlement Class”) under the captions of both the Rice Consolidated Class Action and the Sxxxxxxx Class Action); (ii) for entry of a judgment dismissing the Rice Consolidated Class Action and the Sxxxxxxx Class Action with prejudice and without costs to any party except as expressly provided herein; (iii) for a complete release of all claims (excluding claims for enforcement of the Settlement), whether asserted directly or indirectly, derivatively or otherwise, against any of the Defendants, Lafarge Canada, or Efalar Canada, or any of their affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past or present officers, directors, associates, stockholders, members, controlling persons, representatives, employees, attorneys, counselors, financial or investment advisers, consultants, accountants, investment bankers, commercial bankers, engineers, advisers or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators of any of the foregoing (collectively, the “Releasees”), whether known or unknown and whether arising under federal, state or any other law (including, without limitation, the federal securities laws), which have been, or could have been, asserted, directly or indirectly, derivatively or otherwise, against any of the Releasees by any member of the Settlement Class relating to the Settlement, the Tender Offer, the Revised Tender Offer, or the related Disclosure Materials and the Subsequent Disclosure Materials (the “Settled Claims”); (iv) that each of the Defendants, Lafarge Canada, and Efalar Canada has denied and continues to deny having committed or attempted to commit any violations of law or breaches of duty of any kind; (v) that Defendants, Lafarge Canada and Efalar Canada are entering into the Stipulation solely because the proposed Settlement would eliminate the burden, risk and expense of further litigation, and is in the best interests of LSA, LNA and the Class; and (vi) that any of the Defendants, Lafarge Canada and Efalar Canada shall have the right to withdraw from the proposed Settlement in the event that any of the Other Conditions set forth in paragraph 4 below shall not have been satisfied, except for the Other Condition set forth in Paragraph 4(v) below.

Stipulation of Settlement. The Parties will attempt in good faith and use their best efforts to agree upon and execute no later than 30 days from the date hereof, an appropriate Stipulation of Settlement (the “Stipulation”) pursuant to Maryland Rule 2-231(b)(1) and/or (2) and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of all claims asserted by, or that could have been asserted by, the Class arising out of the Tender Offer, as amended, including the Disclosure Materials and the Subsequent Disclosure Materials, upon the terms set forth in this Amended MOU (collectively, the “Settlement Documents”). The Stipulation will expressly provide, inter alia, (i) for certification, for settlement purposes, of a Class of all holders of Common Shares and Exchangeable Preference Shares and their successors in interest and transferees, intermediate and remote (the “Settlement Class”) under the captions of both the Rice Consolidated Class Action and the Sxxxxxxx Class Action); (ii) for entry of a judgment dismissing the Rice Consolidated Class Action and the Sxxxxxxx Class Action with prejudice and without costs to any party except as expressly provided herein; (iii) for a complete release of all claims (excluding claims for enforcement of the Settlement), whether asserted directly or indirectly, derivatively or otherwise, against any of the Defendants, Lafarge Canada, or Efalar Canada, or any of their affiliates, subsidiaries, predecessors, successors or assigns, and each and all of their respective past or present officers, directors, associates, stockholders, members, controlling persons, representatives, employees, attorneys, counselors, financial or investment advisers, consultants, accountants, investment bankers, commercial bankers, engineers, advisers or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators of any of the foregoing (collectively, the “Releasees”), whether known or unknown and whether arising under federal, state or any other law (including, without limitation, the federal securities laws), which have been, or could have been, asserted, directly or indirectly, derivatively or otherwise, against any of the Releasees by any member of the Settlement Class relating to the Settlement, the Tender Offer, the Revised Tender Offer, or the related Disclosure Materials and the Subsequent Disclosure Materials (the “Settled Claims”); (iv) that each of the Defendants, Lafarge Canada, and Efalar Canada has denied and continues to deny having committed or attempted to commit any violations of law or breaches of duty of any kind; (v) that Defendants, Lafarge Canada and Efalar Canada are entering into the Stipulation solely because the proposed Settlement would eliminate the burden, risk and expense of further litigation, and is in the best interests of LSA, LNA and the Class; and (vi) that any of the Defendants, Lafarge Canada and Efalar Canada shall have the right to withdraw from the proposed Settlement in the event that any of the Other Conditions set forth in paragraph 4 below shall not have been satisfied, except for the Other Condition set forth in Paragraph 4(v) below.