MELINDA HARMON, District Judge
This matter having come before the Court for hearing, pursuant to the Order of this Court, dated February 4, 2005, on the application of the Settling Parties for approval of the settlement (the "Settlement") of the following actions: No. H-01-CV-3624, Newby, et al. v. Enron Corp. et al.; No. H-02-CV-3401, Washington State Investment Board et al. v. Kenneth L. Lay, et al; and, No. H-02-CV-3010, Nathaniel Pulsifer, Trustee et al. v. Kenneth L. Lay, et al. (the "Actions") on the terms set forth in the Stipulation of Settlement dated as of January 12, 2005 (the "Stipulation"), and due and adequate notice having been given to the Settlement Class (as defined in the Stipulation) as required in said Order, and the Court having considered all papers filed and proceedings had herein and otherwise being fully informed in the premises and good cause appearing therefore, IT IS HEREBY ORDERED, ADJUDGED AND DECREED that:
1. This Order incorporates by reference the definitions in the Stipulation, and all capitalized terms used herein shall have the same meanings as set forth in the Stipulation, except that for purposes of this Order the "Actions" shall not include the Creditors Committee Action or the Derivative Actions. In addition, notwithstanding anything in the Stipulation of Settlement or any other document to the contrary, the Settlement Class shall not exclude Defendants who purchased or acquired any publicly traded equity or debt securities of Enron to the extent that they purchased or acquired any publicly traded equity or debt securities of Enron in a representative capacity, such as trustee, agent, custodian or otherwise, on behalf of Persons who are or were neither Defendants, officer or directors of Enron, nor members of their immediate families or their successors, heirs, and legal representatives.
2. This Court has jurisdiction over the subject matter of the Actions and over all Members of the Settlement Class.
3. The notice given to the Settlement Class of the Settlement and the other matters set forth in the Stipulation was the best notice practicable under the circumstances, including individual notice to all Members of the Settlement Class who could be identified through reasonable effort. Said notice provided due and adequate notice of these proceedings and of the matters set forth in the Stipulation, including the proposed Settlement, to all persons entitled to such notice, and said notice fully satisfied the requirements of Rule 23 of the Federal Rules of Civil Procedure and due process.
4. Nothing in the Stipulation, the Order Preliminarily Approving Settlement, entered on February 4, 2005, or this Order of Final Judgment and Dismissal is to be construed as precluding any Person who remains a Settlement Class Member or who requests exclusion from the Settlement Class from either being a member of any other classes, subclasses or settlement classes which have been or may be certified by the Court in the Actions or opting out of or seeking exclusion from membership in any such other classes.
5. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby approves the Settlement as set forth in the Stipulation, finds that said Settlement is, in all respects, fair, reasonable and adequate with respect to the Settlement Class, and directs that the Settlement be consummated in accordance with the terms and conditions set forth in the Stipulation.
6. This Court hereby dismisses the Actions in their entirety as to the Outside Directors and Harrison and against the Representative Plaintiffs and the Settlement Class, with prejudice and without costs (except as otherwise provided in the Stipulation).
7. Upon the Effective Date, the Representative Plaintiffs and each of the Settlement Class Members, on behalf of themselves, their successors and assigns, and any other Person claiming (now or in the future) through or on behalf of them, and regardless of whether any such Representative Plaintiff or Settlement Class Member ever seeks or obtains by any means, including, without limitation, by submitting a Proof of Claim and Release, any distribution from the Gross Settlement Fund, shall be deemed to have, and by operation of this Order of Final Judgment and Dismissal shall have, fully, finally, and forever released, relinquished, and discharged all Released Claims against the Outside Directors and Harrison and shall have covenanted not to sue the Outside Directors or Harrison with respect to all such Released Claims, and shall be permanently barred and enjoined from instituting, commencing, or prosecuting any such Released Claim against the Outside Directors or Harrison.
8. All Persons, including without limitation the other Defendants in the Actions and any other persons or entities later named as Defendants in the Actions, are hereby permanently enjoined, barred and restrained from commencing, prosecuting or asserting any action, for contribution, indemnity or otherwise, against the Outside Directors or Harrison, seeking, as damages or otherwise, the recovery of all or any part of any liability or any settlement which they pay or are obligated to pay or agree to pay to the Settlement Class, arising out of, based upon, or otherwise related to the transactions and occurrences that were alleged, or could have been alleged, on behalf of the Representative Plaintiffs and the Settlement Class Members in the complaints in the Actions, whether as claims, cross-claims, counterclaims, third-party claims or otherwise. In addition, this Order shall bar all future claims for contribution arising out of the Actions by the Outside Directors and Harrison against any Person, other than a person whose liability has been extinguished by the settlement of the Outside Directors and Harrison.
9. Upon the Effective Date, all obligations of the Outside Directors and Harrison to the Representative Plaintiffs and the Settlement Class Members arising out of, based upon, or otherwise related to the transactions and occurrences that were alleged, or could have been alleged, on behalf of the Representative Plaintiffs and the Settlement Class Members in the complaints in the Actions shall be fully, finally, and forever discharged, and all Persons shall be permanently barred and enjoined from instituting, prosecuting, pursuing or litigating in any manner (regardless of whether such Persons purport to act individually, representatively, or in any other capacity and regardless of whether such Persons purport to allege direct claims, claims for contribution, indemnification, or reimbursement, or any other claims) any such obligations.
10. Any Person so barred and enjoined shall be entitled to appropriate judgment reduction in accordance with applicable statutory or common law rule. In addition, nothing in this Order shall preclude any Person so barred and enjoined from developing evidence in discovery or presenting evidence or arguments at trial in support of such reduction.
11. Upon the Effective Date, the Outside Directors and Harrison shall be deemed to have, and by operation of this Order of Final Judgment and Dismissal shall have, fully, finally and forever released, relinquished and discharged each and all of the Settlement Class Members and counsel to the Representative Plaintiffs from all claims, arising out of, in any way relating to, or in connection with the institution, prosecution, assertion, settlement or resolution of the Actions or the Released Claims except to enforce the releases and other terms and conditions contained in the Stipulation.
12. This Order of Final Judgment and Dismissal is a final judgment in the Actions as to all claims among the Outside Directors and Harrison, on the one hand, and the Representative Plaintiffs and all Settlement Class Members, on the other. This Court finds, for purposes of Rule 54(b) of the Federal Rules of Civil Procedure, that there is no just reason for delay and expressly directs entry of judgment as set forth herein.
13. Without affecting the finality of this Order of Final Judgment and Dismissal in any way, this Court retains continuing jurisdiction over (a) implementation of the Settlement; (b) any award or distribution of the Gross Settlement Fund, including interest earned thereon; and (c) all other proceedings related to the implementation and enforcement of the terms of the Stipulation and/or the Settlement.
14. Pursuant to § 21D(c)(1) of the Private Securities Litigation Reform Act of 1995, the Court hereby finds that each Settling Party, and his, her, or its respective counsel, has complied with each requirement of Rule 11(b) of the Federal Rules of Civil Procedure as to all complaints, responsive pleadings, and dispositive motions related to the Released Claims, and that insofar as they relate to the Released Claims, the Actions were not brought for any improper purpose and are not unwarranted by existing law or legally frivolous.
15. In the event that the Effective Date does not occur, this Order of Final Judgment and Dismissal shall be rendered null and void and shall be vacated nunc pro tunc, and the provisions of ¶ 7.5 of the Stipulation shall apply.
16. Without further order of the Court, the parties may agree to reasonable extensions of time to carry out any of the provisions of the Stipulation.
IT IS SO ORDERED.