Gore v. Al Jazeera America Holdings I, Inc.

Opinion

COURT OF CHANCERY

OF THE

SAM GLASSCOCK III STATE OF DELAWARE COURT OF CHANCERY COURTHOUSE VICE CHANCELLOR 34 THE CIRCLE GEORGETOWN, DELAWARE 19947

Date Submitted: February 9, 2015 Date Decided: February 19, 2015

Gregory V. Varallo, Esquire John L. Reed, Esquire Rudolf Koch, Esquire Scott B. Czerwonka, Esquire Kevin M. Gallagher, Esquire DLA Piper LLP Richards, Layton & Finger, P.A. 1201 N. Market Street, Suite 2100 One Rodney Square Wilmington, Delaware 19801 920 North King Street Wilmington, Delaware 19801

Re: Gore v. Al Jazeera America Holdings I, Inc., Civil Action No. 10040-VCG

Dear Counsel:

I have received the Plaintiffs’ Motion for Clarification Pursuant to Court of

Chancery Rule 59(f), requesting clarification of the “alternative ruling” in my

bench ruling of February 3, 2015, together with the Defendant’s response.

Because I believe that additional guidance is warranted, I will clarify that portion

of the ruling.1 My statements regarding how the Merger Agreement appears to

allocate the burden of proof for indemnification claims were limited to resolution

of the Plaintiff’s Motion for Judgment on the Pleadings under Court of Chancery

Rule 12(c); these statements are not a holding on the meaning of any portion of the 1 A motion for clarification may be granted where the Court’s ruling is unclear, and such a motion is treated, procedurally as a motion for reargument under Court of Chancery Rule 59(f). E.g., Naughty Monkey LLC v. MarineMax Northeast LLC, 2011 WL 684626, at *1 (Del. Ch. Feb. 17, 2011).

Merger Agreement and do not preclude any party from arguing issues of contract

interpretation, including the evidentiary burden that will apply at trial, in the future.

To the extent the foregoing requires an Order to take effect, IT IS SO ORDERED.

Sincerely,

/s/ Sam Glasscock III

Sam Glasscock III