as well as their legal representatives, heirs, predecessors or successors in interest or assigns (the "Class").
2. For purposes of this Final Judgment, the Court adopts and incorporates the definitions in the Settlement Agreement.
3. This Court has jurisdiction of the subject matter of this litigation, of all actions within this litigation, and over all parties to this litigation, including all Class Members. No objections or requests to opt-out having been received, this order is binding on all class members as defined in paragraph 1 of this order.
4. The proposed Settlement as set forth in the Settlement Agreement, consisting of $ 1.15 million plus accrued interest, is hereby approved as fair, reasonable and adequate.
5. The Court hereby decrees that neither the Settlement, nor this Final Judgment, nor the fact of settlement constitute an admission or concession by any Defendant of any liability or wrongdoing whatsoever. The Final Judgment is not a finding of the validity or invalidity of any claim asserted in the Action, or of any wrongdoing by any Defendant. Neither the Settlement, nor this Final Judgment, nor the settlement negotiations, nor the settlement proceedings, nor the fact of settlement, nor any documents related to the Settlement shall be used or construed as an admission of any fault, liability, or wrongdoing by any person or entity, or shall be offered or received in evidence as an admission, concession, presumption or inference against any party in any proceeding other than such proceedings as may be necessary to consummate or enforce the Settlement.
6. This action is hereby dismissed in accordance with the terms of the Settlement Agreement, without costs (except as provided in the Settlement Agreement), and upon the merits and with prejudice and in full and final discharge of any and all claims the Named Plaintiffs, for themselves and all Class Members and their respective heirs, executors, administrators, representatives, successors, assigns and agents.
7. The Released Parties are hereby released from the Released Claims, as defined in the Settlement Agreement. "Released Claims" means and includes any and all claims, actions, causes of action, rights and liabilities whatsoever, whether based on any federal, state or foreign law, foreseen or unforeseen, mature or unmatured, known or unknown, accrued or not accrued, against National Media or the individual defendants or any of its or their present or former members, officers, partners, directors, trustees, employees, agents, servants, investment bankers, advisers, attorneys, stockholders, heirs, executors, administrators, representatives, successors, assigns, subsidiaries, affiliates, parents, divisions, predecessors, insurers or reinsurers (collectively the "Released Parties"), that are alleged or that could have been alleged in the Action.
Notwithstanding the foregoing, the term "Released Claims," as used in this Settlement Agreement, does not include (a) any claims, causes of action, allegations or rights, whether now known or hereafter discovered, presently asserted or hereafter asserted by amendment or otherwise, by any of the plaintiffs in the Delaware Action (the "Delaware Action Claims") or in the action entitled In re ValueVision International Inc. Securities Litigation, Master File No. 94-CV-2838 (E.D.Pa.) (the "ValueVision Action"), individually, directly or representatively on behalf of one or more classes or purchasers of securities of National Media (the "ValueVision Action Claims") or (b) any claims for indemnification or contribution between or among any of the Released Parties as defined in the foregoing paragraph by reason of, based upon, or arising out of or in connection with any matter presently or hereafter asserted in the Delaware Action or in the ValueVision Action ("Indemnification/Contribution Claims"). Without limitation of the foregoing, the Settlement and all findings of fact, conclusions of law, opinions, decisions, orders and all other proceedings in this Action shall not operate as the basis for any assertion of res judicata, collateral estoppel, claim preclusion, issue preclusion, release, bar, merger or the like as against the maintenance and prosecution of any Delaware Action Claims, ValueVision Action Claims, or Indemnification/Contribution Claims, nor shall this Settlement nor any findings of fact, conclusions of law, opinions, decisions, orders and all other proceedings in this Action affect the admissibility of evidence or discovery of information relating to such Delaware Action Claims, ValueVision Action Claims, or Indemnification/Contribution Claims; nor shall this Settlement nor any findings of fact, conclusions of law, decisions, orders and all other proceedings in this Action be admissible in evidence or cited as authority in connection with any proceedings relating to or arising from such Delaware Action Claims, ValueVision Action Claims, Indemnification/Contribution Claims.
8. It is expressly determined, within the meaning of Rule 54(b) of the Federal Rules of Civil Procedure, that there is no just reason for delay and the entry of this judgment is hereby expressly directed.
9. Without affecting the finality of this judgment in any way, this Court retains continuing jurisdiction: (a) over the implementation of this Settlement and any distribution to Settling Plaintiffs made pursuant to further orders of this Court; (b) over disposition of the Settlement Fund; (c) over the action until the final judgment contemplated hereby has become effective, and each and every act agreed to be performed by the parties shall have been performed pursuant to the Settlement; and (d) over all parties to the action for the purpose of enforcing and administering the Settlement.
10. Named Plaintiffs are hereby awarded the amount of $ 1,000 each, as compensation for their services as class representatives, to be paid out of the gross settlement fund.
11. Plaintiffs' Counsel in the action are hereby awarded attorneys' fees in the amount of $ 323,428.75 and reimbursement of expenses in the amount of $ 86,801.68, to be paid in accordance with the Settlement Agreement.
William H. Yohn, Jr., Judge