Common use of DENIAL OF WRONGDOING AND LIABILITY Clause in Contracts

DENIAL OF WRONGDOING AND LIABILITY. Defendant denies each and all of the claims and contentions alleged against it in the CAC. Defendant denies all claims, liability, damages, losses, penalties, interest, fees, restitution, and all other forms of relief that were or could have been sought in this Litigation, as well as all charges of wrongdoing or liability as alleged, or which could be alleged, as a result of the Data Breach. Nonetheless, Defendant has concluded that further litigation would be protracted and expensive, and that it is desirable that this matter be fully and finally settled in the manner and upon the terms and conditions set forth in this Settlement Agreement. Defendant has considered the uncertainty and risks inherent in any litigation and in this matter. Defendant has, therefore, determined that it is desirable and beneficial that the Litigation be settled in the manner and upon the terms and conditions set forth in this Settlement Agreement. Defendant has agreed to resolve this Litigation through this Settlement Agreement, but if this Settlement Agreement is deemed void or Final Approval does not occur, Defendant does not waive, but expressly reserves, all rights to challenge all such claims and allegations in the Litigation on all procedural, evidentiary, and factual grounds, including, without limitation, the ability to challenge on any grounds whether any class can be certified and to assert any and all defenses or privileges. Plaintiffs and Class Counsel agree that Defendant retains and reserves all of these rights and agree not to take a position to the contrary.

DENIAL OF WRONGDOING AND LIABILITY. Defendant denies each and all of the claims and contentions alleged against it in the CACLitigation and believes its defenses have merit. Defendant denies all claims, liability, damages, losses, penalties, interest, fees, restitution, and all other forms of relief that were or could have been sought in this Litigation, as well as all charges of wrongdoing or liability as alleged, alleged or which could be allegedalleged in the Litigation, as a result or that it violated or breached any law, regulation or duty owed to the proposed Settlement Class. Indeed, the Court already dismissed Plaintiff’s breach of confidence, invasion of privacy, Unfair Competition Law, and unjust enrichment claims, but with the negligence, breach of implied contract, and breach of the implied covenant of good faith and fair dealing claims moving forward. Defendant further denies any individual suffered any actual harm in connection with the Data BreachSecurity Incident, and the Court found that standing existed solely “in the form of [Plaintiff’s] lost time from dealing with the data breach.” Defendant also believes it would not be possible or feasible to certify a class for trial purposes as opposed to for settlement purposes. Nonetheless, Defendant has concluded that further litigation conduct of the Litigation would be protracted and expensive, expensive and that it is desirable that this matter the Litigation be fully and finally settled in the manner and upon the terms and conditions set forth in this Class Settlement Agreement. Defendant has also considered the uncertainty and risks inherent in any litigation and in this matterlitigation. Defendant has, therefore, has determined that it is desirable and beneficial that the Litigation be settled in the manner and upon the terms and conditions set forth in this Class Settlement Agreement. Defendant has agreed to resolve this Litigation through this Settlement Agreement, but if this Settlement Agreement is deemed void or Final Approval does not occur, Defendant does not waive, but expressly reserves, all rights to challenge all such claims and allegations in the Litigation on all procedural, evidentiary, and factual grounds, including, without limitation, the ability to challenge on any grounds whether any class can be certified and to assert any and all defenses or privileges. Plaintiffs and Class Counsel agree that Defendant retains and reserves all of these rights and agree not to take a position to the contrary.

DENIAL OF WRONGDOING AND LIABILITY. Defendant denies The Individual Defendants have denied and continue to deny any wrongdoing alleged or that could have been alleged, by Plaintiff with respect to each and all claims, events, and transactions complained of the claims and contentions alleged against it in the CACAction. Defendant denies The Individual Defendants assert that at all claimsrelevant times, liability, they acted in good faith and in a manner they reasonably believed to be in the best interests of LRAD and its stockholders. The Individual Defendants deny the allegations that LRAD or the Plaintiff or LRAD’s other stockholders have suffered damages, losseswere harmed in any way by the conduct alleged in the Action or that they are entitled to any equitable or other relief. LRAD asserts that Iroquois was required to make a demand upon its Board, penalties, interest, fees, restitution, prior to commencing the Action to request the desired action and all other forms of relief failed to do so. Iroquois asserts that were or could have been sought in this Litigation, demand was excused as well as all charges of wrongdoing or liability as alleged, or which could be alleged, as a result of the Data Breachfutile. Nonetheless, Defendant has concluded that further litigation would be protracted LRAD and expensivethe Individual Defendants have agreed to settle the Action on the terms in this Stipulation. Without conceding the merit of any of Iroquois’s allegations, or lack of merit of any of the Individual Defendants’ defenses, and in order to avoid the potentially protracted time, expense, and uncertainty associated with continued litigation, LRAD and the Individual Defendants have concluded that it is desirable that this matter the Action be fully and finally settled in the manner and upon the terms and conditions set forth in this Settlement AgreementStipulation. Defendant has considered Iroquois and Iroquois’s Counsel believe that the uncertainty claims asserted in the Action have merit and risks inherent in that their investigation supports the claims asserted. Without conceding the merit of any litigation of the Individual Defendants’ defenses or the lack of merit of any of their allegations, and in this matter. Defendant hasorder to avoid the potentially protracted time, thereforeexpense, determined and uncertainty associated with continued litigation, including potential trial and appeals, Iroquois has concluded that it is desirable and beneficial that the Litigation Action be fully and finally settled in the manner and upon the terms and conditions set forth in this Stipulation. Based on these considerations, among others, Iroquois believes that the Settlement has conferred or will confer substantial benefits upon and is in the best interests of LRAD and Current LRAD Stockholders. LRAD is simultaneously entering into an agreement with certain Investors, including Iroquois (the “Investors Settlement Agreement. Defendant has agreed to resolve this Litigation through this Settlement Agreement”), but if this Settlement Agreement is deemed void or Final Approval does not occur, Defendant does not waive, but expressly reserves, all rights to challenge all such claims and allegations in the Litigation on all procedural, evidentiary, and factual grounds, including, without limitation, the ability to challenge on any grounds whether any class can be certified and to assert any and all defenses or privileges. Plaintiffs and Class Counsel agree that Defendant retains and reserves all of these rights and agree not to take a position to the contrary.attached hereto as Exhibit A.

DENIAL OF WRONGDOING AND LIABILITY. Defendant denies each 2.1 Defendants deny the material factual allegations and all of the legal claims and contentions alleged against it asserted by Representative Plaintiff in the CAC. Defendant denies all claimsLitigation on behalf of herself and the Settlement Class Members, liability, damages, losses, penalties, interest, fees, restitution, including any and all other forms of relief that were or could have been sought in this Litigation, as well as all charges of wrongdoing or liability as arising out of any of the conduct, statements, acts or omissions alleged, or which that could be have been alleged, as a result in the Litigation. Further, Defendants maintain that they have strong, meritorious defenses to the individual and class claims alleged in the Litigation and that they are prepared to vigorously defend all aspects of the Data Breach. Nonetheless, Defendant has concluded Litigation if this Settlement is not approved in any material respect. 2.2 Defendants dispute that further litigation a class would be protracted and expensivemanageable or that common issues predominate over individual ones, and that it is desirable that this matter be fully and finally settled in the manner and upon the terms and conditions set forth in this Settlement Agreement. Defendant has considered the uncertainty and risks inherent in any litigation and in this matter. Defendant has, therefore, determined that it is desirable and beneficial deny that the Litigation is properly brought on a class or representative basis, or that a class properly could be settled certified, other than for settlement purposes, on the claims asserted in the manner Litigation. However, solely for purposes of avoiding the expense and upon the terms inconvenience of further litigation, Defendants do not oppose and conditions set forth in hereby agree to certification, for purposes of this Settlement Agreementonly, of the Settlement Class, for settlement purposes only, pursuant to Fed. Defendant has agreed to resolve this Litigation through this R. Civ. P. 23(b)(3). Certification of the Settlement Agreement, but if this Settlement Agreement is Class for settlement purposes only will not be deemed void or Final Approval does not occur, Defendant does not waive, but expressly reserves, all rights to challenge all such claims and allegations a concession that certification of any class in the Litigation on all proceduralis, evidentiaryor was, appropriate; nor are Defendants precluded from challenging class certification in further proceedings in the Litigation or in any other action if the Settlement is not finalized or finally approved. If the Settlement is not finally approved by the Court for any reason whatsoever, the certification of the Settlement Class resulting from this Agreement will be void, and factual groundsno doctrine of waiver, includingestoppel or preclusion will be asserted in any proceedings involving Defendants. No agreements made by or entered into by Defendants in connection with the Settlement may be used by Representative Plaintiff, without limitationany person in the Settlement Class, or any other person to establish any of the elements of class certification in any litigated certification proceeding, whether in the Litigation, or any other judicial proceeding. 2.3 This Agreement, any negotiations or proceedings related to it, the ability to challenge on implementation of it, and any grounds whether any class can be certified and to assert any and all defenses or privileges. Plaintiffs and Class Counsel agree that Defendant retains and reserves all papers submitted in support of these rights and agree the motions for approval of it (collectively, the “Settlement Proceedings”), are not to take a position be construed as or deemed to be evidence of any admission or concession by any of the Parties regarding liability, damages, or the appropriateness of class treatment or class certification, and are not to be offered or received in evidence in any action or proceeding for any purpose whatsoever; provided, however, that this Agreement and the Settlement Proceedings may be presented to the contraryCourt to implement or enforce this Agreement, or as may be necessary or appropriate to further the purposes sought to be achieved by this Agreement.

DENIAL OF WRONGDOING AND LIABILITY. Defendant denies each and all of the claims and contentions alleged against it in the CACLitigation and believes its defenses have merit. Defendant denies all claims, liability, damages, losses, penalties, interest, fees, restitution, and all other forms of relief that were or could have been sought in this Litigation, as well as all charges of wrongdoing or liability as alleged, alleged or which could be allegedalleged in the Litigation, as a result or that it violated or breached any law, regulation or duty owed to the proposed Settlement Class. Indeed, the Court already dismissed Plaintiff’s breach of contract and unjust enrichment claims. Defendant further denies any individual suffered any actual harm in connection with the Data BreachIncident. Representative Plaintiff has not suffered identity theft or become a victim of fraud that can be tied to Defendant. Indeed, the FBI found the bad actors’ server and found no evidence of North Highland information, and dark web monitoring services have consistently found no evidence that North Highland’s information is available. In its Order on the Motion to Dismiss, the Court made it clear that Plaintiff would have a difficult road ahead, merely finding that Plaintiff’s lost time and fear of future harm “were enough to move this case past the motion to dismiss.” Defendant also believes it would not be possible or feasible to certify a class for trial purposes as opposed to for settlement purposes. Nonetheless, Defendant ▇▇▇▇▇▇▇▇▇ has concluded that further litigation conduct of the Litigation would be protracted and expensive, expensive and that it is desirable that this matter the Litigation be fully and finally settled in the manner and upon the terms and conditions set forth in this Class Settlement Agreement. Defendant has also considered the uncertainty and risks inherent in any litigation and in this matterlitigation. Defendant has, therefore, has determined that it is desirable and beneficial that the Litigation be settled in the manner and upon the terms and conditions set forth in this Class Settlement Agreement. Defendant has agreed to resolve this Litigation through this Settlement Agreement, but if this Settlement Agreement is deemed void or Final Approval does not occur, Defendant does not waive, but expressly reserves, all rights to challenge all such claims and allegations in the Litigation on all procedural, evidentiary, and factual grounds, including, without limitation, the ability to challenge on any grounds whether any class can be certified and to assert any and all defenses or privileges. Plaintiffs and Class Counsel agree that Defendant retains and reserves all of these rights and agree not to take a position to the contrary.

DENIAL OF WRONGDOING AND LIABILITY. Defendant Lifescan denies each and all of the claims and contentions alleged against it in the CAC. Defendant denies all claimsDemand Letter, liability, damages, losses, penalties, interest, fees, restitution, the Litigation and all other forms of relief that were actions or could claims related to the Data Incident or the BIPA Claims (as defined below) and believes its defenses have been sought in this Litigation, as well as merit. Lifescan denies all charges of wrongdoing or liability as alleged, or which could be alleged, as a result of in the Demand Letter and Litigation, or other actions or claims related to the Data BreachIncident and the BIPA Claims. Nonetheless, Defendant and without admitting or conceding any liability, damages, or any wrongdoing whatsoever and without conceding the appropriateness of class treatment for claims asserted in any future complaint, Lifescan has concluded that further litigation continuing litigating such actions and claims would be protracted and expensive, expensive and that it is desirable that this matter such actions and claims be fully and finally settled in the manner and upon the terms and conditions set forth in this Class Settlement Agreement. Defendant Lifescan also has considered the uncertainty and risks inherent in any litigation and in this matterlitigation. Defendant Lifescan has, therefore, determined that it is desirable and beneficial that all actions and claims related to the Litigation Data Incident and BIPA Claims be settled in the manner and upon the terms and conditions set forth in this Class Settlement Agreement. Defendant has agreed to resolve this Litigation through this Settlement Agreement, but if this Settlement Agreement is deemed void or Final Approval does not occur, Defendant does not waive, but expressly reserves, all rights to challenge all such claims and allegations in the Litigation on all procedural, evidentiary, and factual grounds, including, without limitation, the ability to challenge on any grounds whether any class can be certified and to assert any and all defenses or privileges. Plaintiffs and Class Counsel agree that Defendant retains and reserves all of these rights and agree not to take a position to the contrary.