SO, AND THAT THIS AGREEMENT CONSTITUTES A
LEGAL, VALID, AND BINDING OBLIGATION ENFORCEABLE AGAINST HIM, HER, OR IT IN
ACCORDANCE WITH ITS TERMS.
KEITH WIEGAND, RONNIE MCGLOTHLIN, ROBERT MILES, AND
THEIR COUNSEL HAVE THE EXPRESS AUTHORITY TO BIND THE WIEGAND INTERVENORS TO THIS
AGREEMENT.
KEITH WIEGAND, RONNIE
6
MCGLOTHLIN, AND ROBERT MILES HAVE THE EXPRESS AUTHORITY TO BIND THE WIEGAND
ADDITIONAL PARTIES.
In addition to the foregoing, each of the Parties acknowledges, warrants, and
represents to the others that the person executing this Agreement on his, her,
or its behalf is duly authorized and empowered to do so and that all corporate
and other formalities necessary for approval of this Agreement have been
satisfied.
Each of the Parties recognizes and acknowledges that he, she, or it
has relied on each of the foregoing agreements, acknowledgments,
representations, and warranties in entering into this Agreement, and each agrees
that these agreements, acknowledgments, representations, and warranties shall
survive the execution of this Agreement.
4.
NO WARRANTIES OF SUCCESS.
IT IS ACKNOWLEDGED BY ALL PARTIES TO
THIS AGREEMENT THAT JPMORGAN AND THE TRUSTEE MAKE NO WARRANTY OR REPRESENTATION
OF ANY KIND AS TO:
A.
THE ABILITY OF OR THE TIMING FOR PLAINTIFFS TO OBTAIN THE
APPOINTMENT OF A SUCCESSOR OR TEMPORARY TRUSTEE;
B.
THE ABILITY OF THE PLAINTIFFS OR A SUCCESSOR OR TEMPORARY TRUSTEE
TO PREVAIL IN ANY STANDING CHALLENGE;
C.
THE ABILITY OF THE PLAINTIFFS OR A SUCCESSOR OR TEMPORARY TRUSTEE
TO PREVAIL ON THE MERITS OF ANY CLAIMS THAT THEY MAY BRING ON BEHALF OF THE
TRUST IN THIS LITIGATION; OR
D.
WHETHER OR NOT A SUCCESSOR OR TEMPORARY TRUSTEE, IF ONE IS
APPOINTED, WILL ELECT TO PURSUE OR AUTHORIZE THIS LITIGATION.
Furthermore, regardless of whether 1) the Plaintiffs are able to obtain the
appointment of a successor or temporary trustee, 2) any successor or temporary
trustee elects to pursue the Litigation, 3) the Plaintiffs or a successor or
temporary trustee are ultimately found to have standing, or 4) the Plaintiffs or
a successor or temporary trustee prevail in the claims against Pioneer and
Woodside, this Agreement shall be final and binding once approved by the Court
as provided in Section 2 herein.
5.
RELEASE. SAVE AND EXCEPT FOR THE AGREEMENTS, ACKNOWLEDGMENTS,
REPRESENTATIONS, AND WARRANTIES CONTAINED IN THIS AGREEMENT, EFFECTIVE ON THE
COURT APPROVAL DATE, PLAINTIFFS, ON BEHALF OF THEMSELVES AND THEIR SUCCESSORS
AND ASSIGNS, AND ON BEHALF OF ANY OTHER PERSONS CLAIMING BY, THROUGH, OR UNDER
ANY OF THEM ON THE ONE HAND, AND JPMORGAN INDIVIDUALLY AND IN ITS CAPACITY AS
TRUSTEE ON THE OTHER HAND, SHALL RELEASE, DISCHARGE AND ACQUIT EACH OTHER, AS
WELL AS ANY RELATED ENTITIES, AFFILIATES, REPRESENTATIVES, SUCCESSORS, ASSIGNS,
AGENTS, ATTORNEYS AND INSURERS, FROM ANY AND ALL CAUSES OF ACTION, CLAIMS,
DEMANDS, DEBTS, LIABILITIES, EXPENSES OR COSTS OF ANY AND EVERY CHARACTER AND
NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, ASSERTED OR UNASSERTED, SUSPECTED
OR UNSUSPECTED, CONTINGENT OR FIXED, WHETHER ARISING UNDER STATUTORY LAW OR
COMMON LAW, AT LAW OR IN EQUITY, ARISING OUT OF ANY ACT,