DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. Throughout this Action, Defendants have denied, and continue to deny, any and all allegations of fault, liability, wrongdoing, or damages whatsoever. Defendants expressly have denied, and continue to deny, that they have committed any act or omission giving rise to any liability under §§10(b) or 20(a) of the Securities Exchange Act of 1934 or §§11, 12(a)(2) or 15 of the Securities Act of 1933. Specifically, Defendants expressly have denied, and continue to deny, each and all of the claims alleged by Lead Plaintiffs in the Action, including, without limitation, any liability arising out of any of the conduct, statements, acts, or omissions alleged, or that could have been alleged, in the Action. Defendants have denied, and continue to deny, among other allegations, the allegations (i) that the Challenged Statements were materially false or misleading when made, and (ii) that Lead Plaintiffs or the Class were harmed as a result of the Challenged Statements. Specifically, as part of the settlement process, certain Defendants provided confirmatory discovery to Lead Plaintiffs in the form of documents that they intend to introduce at trial to prove that the Gander Statements challenged by Lead Plaintiffs were true at the time they were made (the “Confirmatory Discovery”). In addition, Defendants maintain that they have meritorious defenses to all claims alleged in the Action. As set forth below, neither the Settlement nor any of the terms of this Stipulation (whether or not consummated), including the exhibits hereto (the “Exhibits”) and the Plan of Allocation contained herein (or any other plan of allocation that may be approved by the Court), the negotiations leading to the execution of this Stipulation and the Settlement, nor any proceedings taken pursuant to or in connection with this Stipulation, and/or approval of the Settlement (including any arguments proffered in connection therewith) shall in any event be construed or deemed to be evidence of or constitute an admission, concession, or finding of any fault, liability, wrongdoing, or damage whatsoever or any infirmity in the defenses that Defendants have, or could have, asserted. Defendants have concluded that further conduct of the Action would be protracted and expensive, and that it is desirable that the Action be fully and finally settled in the manner and upon the terms and conditions set forth in this Stipulation.
DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. The Individual Defendants have denied and continue to deny they have committed, threatened, or attempted to commit, any violations of law, or breached any duty owed to Plaintiffs, Fossil, or its shareholders. Without admitting the validity of any allegations made in the Action, or any liability with respect thereto, the Individual Defendants have concluded that it is desirable that the claims against them be settled on the terms reflected in the Stipulation. The Individual Defendants are entering into this Settlement solely because it will eliminate the uncertainty, distraction, disruption, burden, risk, and expense of further litigation. Further, the Individual Defendants and Fossil acknowledge that the Settlement provides substantial benefits to Fossil and its shareholders. Neither this Stipulation, nor any of its terms or provisions, nor entry of the Judgment, nor any document or exhibit referred or attached to this Stipulation, nor any action taken to carry out this Stipulation, is, may be construed as, or may be used as evidence of the validity of any of the Released Claims or an admission by or against the Individual Defendants of any fault, wrongdoing, or concession of liability whatsoever.
DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. The Defendants have denied and continue to deny each and all of the claims and contentions alleged in the Action. The Defendants expressly have denied and continue to deny all charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Action. The Defendants also have denied and continue to deny, inter alia, the allegations that Defendants’ public statements were deficient in any respect; that the Lead Plaintiffs or the Settlement Class have suffered damage; and that the price of any CSG securities were artificially inflated by reason of alleged misrepresentations, non-disclosures or otherwise. Nonetheless, the Defendants have concluded that further continuation of the Action would be protracted and expensive. The Defendants have, therefore, determined that it is desirable and beneficial to them that the Action be fully and finally settled in the manner and upon the terms and conditions set forth in this Stipulation.
DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. A. Defendants have denied and continue to deny that they violated the federal securities laws, or any laws, and maintain that their conduct was at all times proper and in compliance with all applicable laws. Defendants have denied and continue to deny specifically each and all of the claims and contentions alleged in the Action, along with all charges of wrongdoing or liability against them arising out of the conduct, statements, acts, or omissions alleged, or that could have been alleged, in the Action. Defendants also have denied and continue to deny, inter alia, the allegations that any of the Defendants made, knowingly or otherwise, any material misstatements or omissions; that Defendants acted recklessly or with culpable intent; that any member of the Class has suffered any damages; that the price of Trinity common stock was artificially inflated by reason of the alleged misrepresentations, omissions, or otherwise; or that the members of the Class were harmed by the conduct alleged in the Action or that could have been alleged as part of the Action. In addition, Defendants maintain that they have meritorious defenses to all claims alleged in the Action.
DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. Defendant has denied and continues to deny each and all of the claims and contentions alleged by Plaintiffs in the Litigation, including without limitation all charges of wrongdoing against it, and the allegations that the Plaintiffs or the Settlement Class were harmed by the conduct of Defendant alleged in the Litigation. Nonetheless, Defendant concluded that this Litigation, if not resolved by this Settlement Agreement, could be protracted and expensive and that it is desirable that the claims against Defendant be fully and finally settled in the manner and upon the terms and conditions set forth in this Settlement Agreement, in order to limit further expense, inconvenience, and distraction to Defendant. Defendant has also taken into account the uncertainty and risks inherent in any litigation, especially complex cases such as this one. Defendant has determined that it is desirable and beneficial to it that the Litigation be settled in the manner and upon the terms and conditions set forth in this Agreement.
DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. Defendants have denied, and continue to deny, all allegations of any wrongdoing or liability arising from any conduct, statements, acts or omissions alleged, or that could have been alleged, in the Stockholder Derivative Litigation, and maintain that they acted in good faith and in a manner they reasonably believed to be in the best interests of Broadwind and its stockholders. Defendants also have denied and continue to deny all allegations that the Company has suffered damage by or as a result of the matters alleged in the Stockholder Derivative Litigation. This Stipulation and all related documents are not, and shall not in any event be construed or deemed to be evidence of fault or liability or wrongdoing or damage whatsoever, or any infirmity in Defendants’ defenses. Broadwind believes that the Settlement set forth in this Stipulation confers substantial benefits upon Broadwind and its stockholders and that entering into the Settlement is in the best interests of Broadwind and its stockholders.
DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. The Individual Defendants have denied and continue to deny that they have committed, threatened, or attempted to commit, any violations of law, or breached any duty owed to Petitioner, Active Power, or its shareholders. Without admitting the validity of any allegations made in the Action, or any liability with respect thereto, the Individual Defendants have concluded that it is desirable that the claims against them be settled on the terms reflected in this Stipulation. The Individual Defendants and Active Power are entering into this Settlement because it will eliminate the uncertainty, distraction, disruption, burden, risk, and expense of further litigation. Further, the Individual Defendants and Active Power acknowledge that the Settlement confers substantial benefits on Active Power and is fair, reasonable, adequate, and in the best interests of Active Power and its shareholders. Neither this Stipulation, nor any of its terms or provisions, nor entry of the Judgment, nor any document or exhibit referred or attached to this Stipulation, nor any action taken to carry out this Stipulation, is, may be construed as, or may be used as evidence of the validity of any of the Released Claims or an admission by or against the Individual Defendants of any fault, wrongdoing, or concession of liability.
DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. The Individual Defendants have denied and continue to deny each and every one of the claims, contentions, and allegations made against them or that could have been made against them in the Litigation Demand and Derivative Actions, and expressly deny all charges of wrongdoing or liability against them. The Individual Defendants assert that they have satisfied their fiduciary duties at all relevant times, have acted in good faith and in the best interests of BorgWarner and its stockholders, have meritorious defenses to Stockholders' claims, and that judgment should be entered dismissing all claims against them with prejudice. The Individual Defendants also have denied and continue to deny, among other things, the allegations that Stockholders, BorgWarner, or its stockholders have suffered damage, or that Stockholders, BorgWarner, or its stockholders were harmed by the conduct alleged in the Litigation Demand and Derivative Actions. The Individual Defendants have thus entered into the Stipulation solely to avoid the continuing additional expense, inconvenience, and distraction of this litigation and to avoid the risks inherent in the lawsuit, and without admitting any wrongdoing or liability whatsoever.
DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. Defendants deny that they have violated the federal securities laws or any laws and maintain that their conduct was at all times proper and in compliance with all applicable provisions of law. Defendants deny specifically each and all of the claims and contentions alleged in the Action, along with all charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Action. Defendants also deny, inter alia, the allegations that any of the Defendants made, knowingly or otherwise, any material misstatements or omissions; that any member of the Class has suffered any damages; that the price of Baxter publicly traded common stock was artificially inflated; or that the members of the Class were harmed by the conduct alleged in the Action or that could have been alleged as part of the Action. In addition, Defendants maintain that they have meritorious defenses to all claims alleged in the Action. As set forth in ¶¶8.2-8.3 below, this Stipulation shall in no event be construed as or deemed to be evidence of an admission or concession by Defendants or any of the Released Persons with respect to any claim of any fault or liability or wrongdoing or damage whatsoever.
DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY. Defendant has denied and continues to deny each and all of the allegations, claims, and contentions alleged by Plaintiffs in the Action. Defendant has expressly denied and continues to deny all charges of wrongdoing or liability against it arising out of any of the conduct, statements, acts or omissions alleged in the Action. Defendant contends that it complied in good faith with California and federal wage and hour laws and has dealt legally and fairly with Plaintiffs and Class Members. Defendant further denies that, for any purpose other than settling this Action, these claims are appropriate for class or representative treatment. Nonetheless, Defendant has concluded that further proceedings in the Action would be protracted and expensive and that it is desirable that the Action be fully and finally settled in the manner and upon the terms and conditions set forth in this Stipulation in order to dispose of burdensome and protracted litigation, to permit the operation of Defendant’s business without further expensive litigation and the distraction and diversion of its personnel with respect to matters at issue in the Action. Defendant has also taken into account the uncertainty and risks inherent in any litigation, especially in complex cases such as the Action. Defendant has, therefore, determined that it is desirable and beneficial to it that the Action be settled in the manner and upon the terms and conditions set forth in this Stipulation.
