OBJECTIONS TO CONFIRMATION; 2) THEIR MOTION FOR SEPARATE CLASSIFICATION
OF THEIR CLAIMS, AND 3) THEIR MOTION FOR TEMPORARY ALLOWANCE OF THEIR CLAIMS FOR
VOTING PURPOSES.
6
3.3.
RELEASES BY THE FEDERAL-MOGUL PARTIES.
FROM AND AFTER THE
APPROVAL DATE, PROVIDED THE SETTLEMENT AGREEMENT IS APPROVED BY THE APPROPRIATE
COURT, EACH OF THE FEDERAL-MOGUL PARTIES (ON BEHALF OF THEMSELVES AND THEIR PAST
AND PRESENT AFFILIATES) HEREBY FOREVER RELEASES AND DISCHARGES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE MAGNETEK PARTIES AND ALL OF
THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, ASSIGNS, AND PAST AND PRESENT
AFFILIATES, AND THEIR RESPECTIVE AGENTS, OFFICERS, DIRECTORS, EQUITY HOLDERS,
CONSULTANTS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, FINANCIAL ADVISORS, AND OTHER
REPRESENTATIVES OF ANY KIND (IN THEIR CAPACITIES AS SUCH) FROM ANY AND ALL PAST,
PRESENT, OR FUTURE CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LIABILITIES AND
OBLIGATIONS WHATSOEVER (WHETHER REDUCED TO JUDGMENT, LIQUIDATED, UNLIQUIDATED,
FIXED, CONTINGENT, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE,
SECURED OR UNSECURED, AND WHETHER IN THE NATURE OF OR SOUNDING IN TORT, OR UNDER
CONTRACT OR ANY OTHER THEORY OF LAW, EQUITY, OR ADMIRALTY), INCLUDING ANY OF THE
FOREGOING BASED ON OR RELATED TO ACTS OR OMISSIONS THAT CONSTITUTED OR MAY HAVE
CONSTITUTED ORDINARY OR GROSS NEGLIGENCE OR RECKLESS, WILLFUL OR WANTON
MISCONDUCT, OR ANY CONDUCT WHICH MAY RESULT IN STRICT LIABILITY UNDER ANY
APPLICABLE LAW, ARISING OUT OF, RESULTING FROM OR RELATING TO, DIRECTLY OR
INDIRECTLY THE SUBJECT MATTER OF THE MAGNETEK CLAIMS.
OTHER THAN RELEASING
MAGNETEK NATIONAL ELECTRIC COIL, INC. FROM ANY CLAIMS REGARDING WAGNER ELECTRIC
INDUSTRIAL BRAKE ASBESTOS CLAIMS, NOTHING ELSE IN THIS AGREEMENT CONSTITUTES A
RELEASE FROM THE FEDERAL-MOGUL PARTIES TO MAGNETEK NATIONAL ELECTRIC COIL, INC.
3.4.
NON-LIABILITY.
THE MAGNETEK PARTIES, ON THE ONE HAND, AND THE
FEDERAL-MOGUL PARTIES AND/OR THE TRUST, ON THE OTHER HAND, SHALL HAVE NO
OBLIGATION WHATSOEVER TO INDEMNIFY EACH OTHER WITH RESPECT TO THE WAGNER
ELECTRIC INDUSTRIAL BRAKE ASBESTOS CLAIMS.
FURTHERMORE, THE MAGNETEK PARTIES,
ON THE ONE HAND, AND THE FEDERAL-MOGUL PARTIES (TO BE SUCCEEDED BY THE TRUST),
ON THE OTHER HAND, DENY THAT THEY HAVE LIABILITY TO THIRD PARTIES FOR ANY
ASBESTOS CLAIMS CONCERNING WAGNER ELECTRIC INDUSTRIAL BRAKE ASBESTOS CLAIMS.
IV. REPRESENTATIONS AND WARRANTIES
4.1.
REPRESENTATIONS AND WARRANTIES OF FEDERAL-MOGUL PARTIES.
EACH OF
THE FEDERAL-MOGUL PARTIES REPRESENTS AND WARRANTS TO THE OTHER PARTIES TO THIS
SETTLEMENT AGREEMENT THAT, AS OF THE DATE OF EXECUTION OF THIS SETTLEMENT
AGREEMENT AND AS OF THE APPROVAL DATE:
4.1.1.
ORGANIZATION AND QUALIFICATION.
IT IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF ITS
JURISDICTION OF INCORPORATION.
4.1.2.
AUTHORITY.
SUBJECT ONLY TO BANKRUPTCY COURT APPROVAL, IT HAS THE
REQUISITE CORPORATE POWER AND AUTHORITY TO ENTER INTO THIS SETTLEMENT AGREEMENT,
AND, SUBJECT TO THE CONDITIONS SET FORTH HEREIN, TO CONSUMMATE THE SETTLEMENT
CONTEMPLATED HEREBY AND PROVIDED FOR HEREIN.
THE EXECUTION AND DELIVERY BY IT
OF THIS SETTLEMENT AGREEMENT HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
CORPORATE ACTION ON ITS PART.
4.1.3.
ENFORCEABILITY.
THIS SETTLEMENT AGREEMENT HAS BEEN DULY EXECUTED
AND DELIVERED BY IT AND CONSTITUTES ITS LEGAL,