Common use of Claims Covered and Released Clause in Contracts

Claims Covered and Released. 4.1 ▇▇▇▇▇▇▇’s Release of Proposition 65 Claims ▇▇▇▇▇▇▇ acting on his own behalf, and not on behalf of the public, releases Five Below, its parents, subsidiaries, affiliated entities under common ownership including, but not limited to 1616 Holdings, Inc., directors, officers, agents employees, attorneys, upstream manufacturers, distributors or suppliers of the Products or any component part thereof (but only with respect to Products actually acquired by or sold to Five Below, Inc. or 1616 Holdings), and each entity to whom Five Below or 1616 Holdings, Inc. directly or indirectly distributes or sells Products, including, but not limited, to downstream distributors, wholesalers, customers, retailers, franchisees, cooperative members, importers, and licensees (collectively, “Releasees”), from all claims for violations of Proposition 65 through the Effective Date relating to unwarned exposures to DEHP in the Products. The Parties further understand and agree that except as expressly stated in the above, this Section 4.1 release shall not extend upstream to any entities that manufactured the Products or any component parts thereof, or any distributors or suppliers who sold the Products or any component parts thereof to Five Below or 1616 Holdings, Inc. 4.2 ▇▇▇▇▇▇▇’s Individual Release of Claims ▇▇▇▇▇▇▇, in his individual capacity only and not in his representative capacity, provides a release herein which shall be effective as a full and final accord and satisfaction, as a bar to all actions, causes of action, obligations, costs, expenses, attorneys' fees, damages, losses, claims, liabilities, and demands of ▇▇▇▇▇▇▇ of any nature, character, or kind, whether known or unknown, suspected or unsuspected, arising out of alleged or actual exposures to DEHP in the Products manufactured, imported, distributed, or sold by Five Below or 1616 Holdings, Inc. prior to the Effective Date. The Parties further understand and agree that, except with respect to upstream manufacturers, distributors or suppliers of the Products or any component part thereof (but only with respect to Products actually acquired by or sold to Five Below, Inc. or 1616 Holdings), this Section 4.2 release shall not extend upstream to any entities that manufactured the Products, or any component parts thereof, or any distributors or suppliers who sold the Products, or any component parts thereof to Five Below or 1616 Holdings, Inc.

Claims Covered and Released. 4.1 ▇▇▇▇▇▇▇’s Release of Proposition 65 Claims ▇▇▇▇▇▇▇ acting on his own behalf5.1 This Settlement Agreement is a full, final and not binding resolution between Wimberley on behalf of herself, her past and current attorneys, agents, representatives, successors, assigns, on the publicone hand; and Flame King, releases Five Below, and its parents, shareholders, divisions, subdivisions, subsidiaries, affiliated partners, sister companies, and affiliates, and their successors and assigns (“Defendant Releasees”), all entities under common ownership includingto whom they directly or indirectly distribute or sell or have in the past directly or indirectly distributed or sold Covered Products, including but not limited to 1616 Holdings, Inc., directors, officers, agents employees, attorneys, upstream manufacturers, distributors or suppliers of the Products or any component part thereof (but only with respect to Products actually acquired by or sold to Five Below, Inc. or 1616 Holdings), and each entity to whom Five Below or 1616 Holdings, Inc. directly or indirectly distributes or sells Products, including, but not limited, to downstream distributors, wholesalers, customers, retailers, franchisees, cooperative members, importersand Defendant Releasees' licensors and licensees, and licensees including but not limited to Big 5 (collectively, “Downstream Defendant Releasees”), from all claims for violations on the other hand; regarding any violation of Proposition 65 through the Effective Date relating to unwarned exposures to DEHP that was or could have been asserted in the Notice against Flame King, Defendant Releasees, and Downstream Defendant Releasees, based on failure to warn about alleged exposure to chemicals contained in Covered Products. The Parties further understand and agree that except as expressly stated in the above, this Section 4.1 release shall not extend upstream with respect to any entities that manufactured the Products or any component parts thereof, or any distributors or suppliers who sold the Products or any component parts thereof to Five Below or 1616 Holdings, Inc. 4.2 ▇▇▇▇▇▇▇’s Individual Release of Claims ▇▇▇▇▇▇▇, in his individual capacity only and not in his representative capacity, provides a release herein which shall be effective as a full and final accord and satisfaction, as a bar to all actions, causes of action, obligations, costs, expenses, attorneys' fees, damages, losses, claims, liabilities, and demands of ▇▇▇▇▇▇▇ of any nature, character, or kind, whether known or unknown, suspected or unsuspected, arising out of alleged or actual exposures to DEHP in the Covered Products manufactured, importedshipped, distributed, distributed or sold by Five Below Flame King, Defendant Releasees or 1616 Holdings, Inc. Downstream Defendant Releasees prior to the Effective Date. The Parties further understand and agree that, except with respect to upstream manufacturers, distributors or suppliers of the Products or any component part thereof (but only with respect to Products actually acquired by or sold to Five Below, Inc. or 1616 Holdings), that this Section 4.2 release shall not extend upstream to any entities that manufactured the Products, Covered Products or any component parts thereof, thereof for Flame King or to any distributors or suppliers who sold the Products, Covered Products or any component parts thereof to Five Below Flame King. 5.2 In further consideration of the promises and agreements herein contained, the injunctive relief commitments set forth in Section 3, and for the payments to be made pursuant to Section 4, Wimberley, on behalf of herself, her past and current agents, representatives, attorneys, including but not limited to the Law Offices of ▇▇▇▇▇▇▇ ▇▇▇, PC, successors, and/or assignees, hereby waives all rights to institute or 1616 Holdingsparticipate in, Inc.directly or indirectly, any form of legal action and release all claims, including, without limitation, all actions, and causes of action, in law or in equity, suits, liabilities, demands, obligations, damages, costs, fines, penalties, losses, or expenses (including, but not limited to, investigation fees, expert fees, and attorneys’ fees) of any nature whatsoever, whether known or unknown, fixed, or contingent (collectively “Claims”) that were brought or could have been brought against Flame King, the Defendant Releasees, and the Downstream Defendant Releasees based on claims arising under Proposition 65 with respect to chemicals in the Covered Products, as such claims relate to the alleged failure to warn under Health & Safety Code Section 25249.6. 5.3 On behalf of itself and Defendant Releasees, Flame King waives all rights to institute any form of action against Wimberley, her attorneys, consultants, and representatives for all actions taken or statements made in the course of this Action prior to the date of the execution of this Settlement Agreement. 5.4 Compliance with the terms of this Settlement Agreement by Flame King resolves any issue, now and in the future, concerning compliance by Flame King, the Defendant Releasees, and the Downstream Defendant Releasees with the requirements of with Proposition 65 with respect to chemicals in any Covered Products that are manufactured, shipped, or sold by Flame King, the Defendant Releasees or the Downstream Defendant Releasees following the Effective Date.

Claims Covered and Released. 4.1 ▇▇▇▇▇▇▇EHA’s Release of Proposition 65 Claims ▇▇▇▇▇▇▇ acting Barnacle Foods This Settlement Agreement is a full, final, and binding resolution of all claims between EHA, on his its own behalf, behalf and not on behalf of the public, releases Five Belowand Barnacle Foods for all claims that can or could have been asserted by EHA, on its own behalf, on behalf of its past and current agents, representatives, attorneys, successors and assignees, against Barnacle Foods and each of its respective parents, subsidiaries, affiliated entities under common ownership ownership, directors, officers, members, employees, attorneys, and any entity, including, but not limited to 1616 Holdingseach entity that manufactures, Inc.packages, directors, officers, agents employees, attorneys, upstream manufacturers, distributors labels or suppliers of the supplies Covered Products or any portion, component part thereof (or ingredient thereof, including, without limitation, including but only with respect not limited to Products actually acquired by or sold to Five Belowall upstream producers, Inc. or 1616 Holdings)manufacturers, vendors, and each suppliers, and any entity to whom Five Below or 1616 Holdings, Inc. that directly or indirectly distributes or sells the Covered Products, including, but not limitedlimited to, to downstream distributors, wholesalers, customers, retailers, franchisees, cooperative members, importers, members and licensees (collectivelyincluding but not limited to In further consideration of the promises and agreements herein contained, “Releasees”)EHA on its own behalf and not on behalf of the public, from on behalf of its past and current agents, representatives, attorneys, successors and assignees hereby waives any and all rights it may have to institute or participate in, directly or indirectly, any form of legal action and releases all claims for violations of Proposition 65 through the Effective Date relating to unwarned exposures to DEHP in the Products. The Parties further understand against Barnacle Foods and agree that except as expressly stated in the aboveReleasees including, this Section 4.1 release shall not extend upstream to any entities that manufactured the Products or any component parts thereofwithout limitation, or any distributors or suppliers who sold the Products or any component parts thereof to Five Below or 1616 Holdings, Inc. 4.2 ▇▇▇▇▇▇▇’s Individual Release of Claims ▇▇▇▇▇▇▇, in his individual capacity only all actions and not in his representative capacity, provides a release herein which shall be effective as a full and final accord and satisfaction, as a bar to all actions, causes of action, suits, liabilities, demands, obligations, damages, costs, expensesfines, attorneys' penalties, losses or expenses including, but not exclusively, investigation fees, damages, losses, claims, liabilities, expert fees and demands of ▇▇▇▇▇▇▇ of any nature, character, or kind, whether known or unknown, suspected or unsuspected, attorney fees arising out of under Proposition 65 with respect to the alleged or actual failure to warn about exposures to DEHP cadmium required under Proposition 65 in the Covered Products manufactured, imported, distributed, sold or sold offered for sale by Five Below Barnacle Foods, before the Compliance Date or 1616 Holdingsas otherwise permitted in this Agreement. 4.2 Barnacle Foods' Release of EHA Barnacle Foods, Inc. prior on its own behalf and on behalf of its past and current agents, representatives, attorneys, successors, and assignees, hereby waives any and all claims against EHA and its attorneys and other representatives, for any and all actions taken or statements made by EHA and its attorneys and other representatives, whether in the course of investigating claims, otherwise seeking to the Effective Date. The Parties further understand and agree thatenforce Proposition 65 against it in this matter, except or with respect to upstream manufacturers, distributors or suppliers of the Products or any component part thereof (but only with respect to Products actually acquired by or sold to Five Below, Inc. or 1616 Holdings), this Section 4.2 release shall not extend upstream to any entities that manufactured the Covered Products, or any component parts thereof, or any distributors or suppliers who sold the Products, or any component parts thereof to Five Below or 1616 Holdings, Inc..