Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms not otherwise defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement, including in the Recitals. 1.1 "Agreement" means this Settlement Agreement and Mutual Release, including all Recitals and any exhibits attached hereto or incorporated herein by ref

ARTICLE II — SETTLEMENT PAYMENT

Section 2.1 — Amount. In consideration of the releases and other covenants set forth herein, Meridian shall pay to SLG the total sum of Four Million Five Hundred Thousand Dollars ($4,500,000) (the "Settlement Payment"). The Settlement Payment is inclusive of: (a) indemnity for the Loss under the Policy, net of the Two Hundred Fifty Thousand Dollar ($250,000) SIR already satisfied by SLG; and (b) full and final resolu

Section 2.2 — Method and Timing of Payment. Meridian shall pay the Settlement Payment by wire transfer of immediately available United States funds within five (5) business days following the Effective Date. Such wire transfer shall be directed to SLG's designated operating account at Pinnacle National Bank, Midland, Texas, in accordance with the following wire instructions: Bank Name: Pinnacle National Bank ABA Rout

Section 2.3 — Tax Treatment. Each Party shall be solely responsible for the tax consequences, if any, of the Settlement Payment to that Party, including without limitation any federal, state, or local income tax liability arising therefrom. Neither Party makes any representation or warranty to the other Party regarding the taxability or tax characterization of the Settlement Payment or any portion thereof. No Party s

Section 2.4 — Default in Payment. In the event that Meridian fails to make the Settlement Payment in full within the time period specified in Section 2.2, interest shall accrue on the unpaid amount at the rate of eighteen percent (18%) per annum, simple interest, from the date upon which the Settlement Payment was due until the date upon which the Settlement Payment is received by SLG in full, consistent with the sta

Section 3.1 — Release by SLG. Effective upon SLG's receipt of the Settlement Payment in full, SLG, on behalf of itself and its past, present, and future affiliates, parents, subsidiaries, successors, assigns, officers, directors, members, managers, employees, agents, representatives, attorneys, insurers, and all persons and entities claiming by, through, or under SLG (including, without limitation, Irongate Capital P

Section 3.2 — Release by Meridian / Waiver of Subrogation. Effective upon the Effective Date, Meridian, on behalf of itself and its past, present, and future affiliates, parents, subsidiaries, successors, assigns, officers, directors, members, managers, employees, agents, representatives, attorneys, and reinsurers (collectively, the "Meridian Releasing Parties"), hereby fully, finally, unconditionally, and irrevocabl

Section 3.3 — Waiver of Unknown Claims. Each Party expressly acknowledges and agrees that this Agreement is intended to include in its effect, without limitation, all claims and causes of action that each Party does not know of or suspect to exist in its favor at the time of executing this Agreement, and that this Agreement contemplates the extinguishment of any and all such claims and causes of action. Each Party ha

Section 3.4 — Scope of Release — Carve-Outs. Notwithstanding anything to the contrary in this Article III, nothing in this Agreement shall release or be construed to release: (a) any obligation of either Party arising under this Agreement itself, including without limitation Meridian's obligation to make the Settlement Payment and each Party's confidentiality obligations under Article VI; or (b) any coverage for any

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Section 4.1 — Mutual Representations. Each Party represents and warrants to the other Party as of the Effective Date that: (a) it is duly organized, validly existing, and in good standing under the laws of its state of organization, and has full corporate power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby; (b) the execution an

Section 4.2 — SLG Representations. SLG further represents and warrants to Meridian as of the Effective Date that: (a) SLG has not assigned, transferred, conveyed, encumbered, or otherwise disposed of, whether voluntarily or by operation of law, any claim, demand, right, or cause of action released by SLG under this Agreement, and no other person or entity has any interest in any such claim, demand, right, or cause of

Section 4.3 — Meridian Representations. Meridian further represents and warrants to SLG as of the Effective Date that: (a) Patricia Ng, in her capacity as Vice President of Claims of Meridian, is authorized to execute this Agreement on behalf of Meridian; and (b) the Settlement Payment will be made from Meridian's own funds and is not conditioned upon, and will not be funded from, any reinsurance recovery or other th

ARTICLE V — NO ADMISSION OF LIABILITY

Section 5.1 — No Admission. This Agreement is entered into solely for the purpose of compromising and settling disputed claims and avoiding the uncertainty, expense, burden, and distraction of litigation. Neither the execution of this Agreement nor the payment of the Settlement Payment constitutes, nor shall be deemed or construed as, an admission of liability, wrongdoing, fault, or coverage by either Party, or as an

Section 5.2 — Inadmissibility. This Agreement and all negotiations, communications, settlement proposals, counter-proposals, mediation briefs, discussions, correspondence, and proceedings leading to the execution hereof shall be inadmissible in any judicial, arbitral, administrative, or other proceeding for any purpose, including as evidence of liability, wrongdoing, fault, or coverage, except in a proceeding to enfo

Section 6.1 — Confidential Treatment. The terms and conditions of this Agreement, including without limitation the Settlement Payment amount, the substance of the Parties' negotiations, and the existence and content of any communications exchanged in connection with the negotiation and execution hereof, shall be kept strictly confidential by each Party and shall not be disclosed by either Party to any third party, ex

Section 6.2 — Public Statements. Neither Party shall issue, authorize, or cause to be issued any press release, public statement, social media post, or other public communication regarding this Agreement, the Settlement Payment, or the settlement of the Disputed Claims without the prior written consent of the other Party, which consent may be withheld in such Party's sole and absolute discretion. In the event that ei

ARTICLE VII — MISCELLANEOUS PROVISIONS

Section 7.1 — Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas.

Section 7.2 — Jurisdiction and Venue. Any action, suit, or proceeding arising under, out of, or in connection with this Agreement, including any action to enforce the terms hereof or any dispute regarding the interpretation, validity, or enforceability of this Agreement, shall be subject to the exclusive jurisdiction of the state and federal courts located in Midland County, Texas. Each Party hereby irrevocably and u

Section 7.3 — Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, warranties, commitments, and communications, whether oral or written, between the Parties relating to the subject matter hereof. Each Party acknowledges that it

Section 7.4 — Amendments. This Agreement may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by both Parties. No oral agreement, course of dealing, or course of performance shall operate to amend or modify this Agreement.

Section 7.5 — Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Party against whom enforcement of such waiver is sought. No waiver of any breach or default hereunder shall constitute a continuing waiver of such provision or a waiver of any other provision or any subsequent breach or default. The failure of either Party to enforce any right or remedy under

Section 7.6 — Severability. If any provision of this Agreement, or the application thereof to any person, entity, or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and such remaining provisions shall continue in full force

Section 7.7 — Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic transmission, including by exchange of portable document format (PDF) copies or by use of electronic signature platforms, shall be deemed effective and valid as or

Section 7.8 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, and any purported as

Section 7.9 — Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given and received: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally recognized overnight courier service, with delivery charges prepaid or billed to the sender; or (iii) three (3) business

Section 7.10 — Construction. This Agreement has been negotiated at arm's length by the Parties, each of which has been represented by independent legal counsel of its own choosing, and shall not be construed more strictly against either Party as the drafter or preparer of this Agreement or any particular provision hereof. The language of this Agreement shall be construed in all cases according to its fair meaning and

Section 7.11 — Further Assurances. Each Party agrees to execute, acknowledge, and deliver such additional documents, instruments, conveyances, and assurances, and to take such further actions, as may be reasonably required or requested by the other Party to carry out the purposes and intent of this Agreement and to give full effect to the transactions contemplated hereby.

Section 7.12 — Attorneys' Fees. In any action, suit, or proceeding brought to enforce any provision of this Agreement or to obtain any remedy for breach hereof, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses incurred in connection therewith, in addition to any other relief to which such prevailing Party may be entitled. [Remainder of this page intentionally left