The "Settlement Purposes Only" clause specifies that any agreements or statements made during negotiations are solely intended for resolving the current dispute and cannot be used as evidence or precedent in future disputes. This clause ensures confidentiality and encourages open discussions to reach a settlement without affecting other legal rights or obligations.
FOR SETTLEMENT PURPOSES ONLY CONFIDENTIAL
The Court confirms the appointment, for settlement purposes only, of Steve W. Berman, of Hagens Berman Sobol Shapiro LLP, and Elizabeth J. Cabraser of Lieff Cabraser Heimann & Bernstein, LLP, as Class Counsel under Federal Rule of Civil Procedure 23(g)(3). Class Counsel are authorized to act on behalf of the Class with respect to all acts required by, which may be given pursuant to, or which are reasonably necessary to perform the Settlement Agreement.
“Class” means, for settlement purposes only, all Persons who, at any time as of or before the Recall Announcement Date of the Recall(s) applicable to the Subject Vehicle, own(ed), purchase(d), and/or lease(d) a Subject Vehicle in any of the fifty States, the District of Columbia, Puerto Rico, Guam, the U.S. Virgin Islands, and all other United States territories and/or possessions. The Class is comprised of five Subclasses as follows (the “Subclasses”), and a Class Member who own(ed), purchase(d), and/or lease(d) more than one Subject Vehicle is included within different Subclasses listed below and shall be a member of each applicable Subclass:
WHEREAS, the Court conducted a hearing on December 18, 2020 (the “Fairness Hearing”) to consider, among other things, (i) whether the terms and conditions of the Settlement are fair, reasonable, and adequate to the Settlement Class, and should therefore be approved; (ii) whether the proposed Class and Subclasses should be finally certified for settlement purposes only; and (iii) whether a final judgment should be entered dismissing the Actions with prejudice; and
Class Certification for Settlement Purposes Only. a. Pursuant to Rules 23(a)(1)-(4) and (b)(3) of the Federal Rules of Civil Procedure, the Court certifies the Class as defined in the Settlement Agreement (attached as Appendix A), for purposes of the Settlement only. b. The Court finds, for settlement purposes only, that the Class, including all Subclasses, meets the requirements for class certification under Federal Rules of Civil Procedure 23(a) and 23(b)(3) — namely (a) the Class Members are sufficiently numerous such that joinder is impracticable; (b) there are common questions of law and fact; (c) the Plaintiffs’ claims are typical of those of the Class Members; (d) the Plaintiffs and Plaintiffs’ Class Counsel have adequately represented, and will continue to adequately represent, the interests of the Class Members, and the Subclasses are adequately represented by proposed Subclass Counsel, which includes the attorneys who served as Allocation Counsel; and (e) questions of law and fact common to the Class predominate over the questions affecting only individual Class Members, and certification of the Class is superior to other available methods for the fair and efficient adjudication of this controversy.
Promptly after execution of this Settlement Agreement, Plaintiffs shall move the Court for entry of a proposed Preliminary Approval Order substantially in the form of Exhibit B hereto. Pursuant to the motion for preliminary approval, Plaintiffs shall request that: 1. the Court preliminarily certify the Settlement Class for settlement purposes only, appoint Plaintiffs as the Settlement Class Representatives for settlement purposes only, and appoint Settlement Class Counsel as counsel for the Settlement Class for settlement purposes only.
“Settlement Class” or “Class” means the class of persons that will be certified by the Court for settlement purposes only, as more fully described in Section 3.1 herein.
The coordination agreement and this term sheet are being entered into in anticipation of submitting an alternative plan proposal for a plan of reorganization to the debtors. This term sheet does not constitute (nor shall it be construed as) an offer with respect to any securities or a solicitation of acceptances or rejections as to any plan, it being understood that such a solicitation, if any, only will be made in compliance with applicable provisions of all applicable law. This term sheet does not address all terms that would be required in connection with any potential transactions referenced herein, and the entry into or the creation of any binding agreement is subject to the execution of definitive documentation. This term sheet has been produced for discussion and settlement purposes only and is subject to the provisions of Rule 408 of the Federal Rules of Evidence and any other applicable state or federal rules or doctrines protecting the use or disclosure of information exchanged in the context of settlement discussions. This term sheet incorporates the rules of construction set forth in Section 102 of the Bankruptcy Code. Nothing in this term sheet shall be deemed an admission of fact or liability by any of the parties.
The parties entered into such agreement for settlement purposes only.
A hearing shall be held at the Supreme Court of the State of New York, County of Queens (the “Court”), before the Honorable Marguerite A. Grays, Commercial Division Part B, Courtroom 66, on _____________, 2020, at _____ (the “Settlement Hearing”), to: (a) determine whether to finally certify the Settlement Class for Settlement purposes only; (b) determine whether the Settlement is fair, reasonable, adequate and in the best interests of the Settlement Class; (c) determine whether a Final Order and Judgment should be entered pursuant to the Stipulation; (d) consider Plaintiff’s Counsel’s application for an award of attorneys’ fees and expenses; and (e) rule on any other related matters as the Court may deem appropriate. Notice of the Settlement and the Settlement Hearing shall be given to TSRI stockholders as set forth in ¶¶ 7 and 8 of this Order.
“Preliminary Approval Order” means the order, substantially in the form of Exhibit A attached hereto, to be entered by the Court preliminarily approving the Settlement, approving and directing the mailing of the Notice and publication of the Summary Notice, setting deadlines by which Class Members must object to the Settlement and exclude themselves from the Class, and approving the certification of this Action under Fed. R. Civ. P. 23 for settlement purposes only.
No Admission. This Agreement is entered into by the Parties for settlement purposes only and does not constitute an admission of wrongdoing of any kind.
The Class and Subclasses, if certified in connection with Final Approval, shall be for settlement purposes only and without prejudice to the Parties in the event the Settlement is not finally approved by this Court or otherwise does not take effect.
Defendants’ conditional stipulation to a Class is for settlement purposes only and contingent upon consummation of the Settlement and the Judgment becoming Final. If the Settlement does not become effective, Defendants reserve their rights to assert objections and defenses to certification of any class, and Plaintiffs and Lead Counsel agree that they will not offer Defendants’ conditional stipulation to a Class as support for a motion to certify a class, or argue that Defendants are equitably or judicially estopped from contesting certification of a class in the Litigation.
“Settlement Purposes Only” is a legal term used to clarify that specific communications, offers, or documents are used exclusively for resolving a dispute or negotiation and cannot be used as evidence in court. This phrase helps to identify and protect the confidentiality and context of settlement discussions, allowing parties to negotiate more freely without the fear that what is said or proposed will be used against them later.
You should use “Settlement Purposes Only” during negotiations where you want to ensure that the information or proposals exchanged are strictly for the purpose of reaching an agreement and are not admissible in legal proceedings. This designation encourages open and honest communication, facilitating resolution by allowing parties to explore options without legal repercussions.
Consider using this label when:
To properly mark a document or communication as “Settlement Purposes Only,” clearly state this intention at the beginning of the correspondence. You may use a standard clause or language such as:
This communication/document is made for settlement purposes only and is not to be used as evidence in any legal proceeding.
You can place this statement in a visible location, such as the header or footer of a document, or within the body of an email or letter. It’s essential to ensure that all parties understand and agree that any exchanges are confidential and protected under this designation.
The “Settlement Purposes Only” clause can appear in a variety of legal contexts, typically within:
This clause is widely used in civil litigation, family law, employment disputes, and commercial contract negotiations where preserving the integrity and confidentiality of settlement discussions is crucial.
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