Common use of LITIGATION BACKGROUND Clause in Contracts

LITIGATION BACKGROUND. A. Plaintiffs allege that, during the Class Period, Defendant advertised that its Food Products were devoid of Genetically Modified Organisms (“GMO”). Plaintiffs allege that they purchased Food Products in Defendant’s restaurants. Plaintiffs allege that the Food Products have been falsely or misleadingly labeled or marketed as “non-GMO” because Defendant’s Food Products may have been sourced from livestock that consumed GMO animal feed. Based on these allegations, on April 22, 2016, Plaintiffs filed the Action. The Action alleges violations of deceptive and unfair trade practices statutes of California, Maryland, and New York in addition to claims for unjust enrichment, common law misrepresentation, and declaratory relief. The Action is based on Defendant’s advertising, marketing, and selling of Food Products nationwide. Plaintiffs claim entitlement to injunctive relief, compensatory damages, and restitution in amounts by which Defendant was allegedly unjustly enriched based on its nationwide marketing, distribution, and sale of Food Products. B. Defendant expressly denies any liability or wrongdoing of any kind associated with the claims alleged in the Action, and further contends that, for any purpose other than Settlement, this Action is not appropriate for class treatment. Defendant does not admit or concede any actual or potential fault, wrongdoing, or liability against it in the Action or any other actions. Defendant maintained during the entire pendency of the Action, and continues to maintain, that the challenged labeling and marketing claims are, in fact, true, are substantiated through science, and are therefore not deceptive or misleading as a matter of law. C. The Parties engaged in vigorous litigation over a three year period relating to the facts and legal issues in the Action. The Parties exchanged voluminous discovery including hundreds of thousands of pages of documents, many depositions, expert discovery, and third party discovery and document production. As a result of this lengthy and contentious litigation, Class Counsel was able to review thoroughly the claims of the Settlement Class Members and Defendant’s policies, practices and procedures as they relate to the marketing and sale of the Food Products. D. The Court denied Defendant’s Motion to Dismiss this Action on November 4, 2016. (Dkt. No.

LITIGATION BACKGROUND. A. Plaintiffs allege thathave alleged that Defendant made false and misleading statements in its labeling and advertising of the Covered Products, during including that the Class Periodproduct was defective, Defendant advertised and that its Food Products were devoid they suffered injury as a result of Genetically Modified Organisms (“GMO”)those alleged statements. Plaintiffs allege that they purchased Food Products have asserted claims on behalf of themselves and for others similarly situated in Defendant’s restaurants. Plaintiffs allege that the Food Products have been falsely or misleadingly labeled or marketed as “non-GMO” because Defendant’s Food Products may have been sourced from livestock that consumed GMO animal feed. Based on these allegations, on April 22, 2016, Plaintiffs filed the Action. The Action alleges violations of deceptive and unfair trade practices statutes of California, Maryland, and New York in addition to claims for unjust enrichment, common law misrepresentation, and declaratory relief. The Action is United States based on Defendant’s advertising, marketing, violation of Cal. Bus. & Prof. Code §§ 17200 et seq. and selling of Food Products nationwide17500 et seq. Plaintiffs claim entitlement to injunctive relief, compensatory damages, and restitution in amounts by which Defendant was allegedly unjustly enriched based on its nationwide marketing, distribution, and sale of Food Productsother consumer protection statutes. B. Defendant expressly denies any liability or wrongdoing of any kind associated with the claims alleged in the Action, and further contends that, for any purpose other than Settlementsettlement, this the claims alleged in the Action is are not appropriate for class treatment. Defendant does not admit or concede any actual or potential fault, wrongdoing, or liability against it in the Action or any other actions. Defendant maintained during the entire pendency of the Action, and continues to maintain, that the challenged labeling and marketing claims are, in fact, true, are substantiated through science, and are therefore not deceptive or misleading as a matter of law. C. The Parties have, in advance of settlement, engaged in vigorous litigation over a three year period relating extensive arms-length negotiations and an informal exchange of documents and other information pertaining to the facts and legal issues in the ActionPlaintiff’s claims. The Parties exchanged voluminous discovery including hundreds have had a full and fair opportunity to evaluate the strengths and weaknesses of thousands their respective positions. D. Based on the current state of pages of documentsthe law, many depositionsthe expense, expert discoveryburden, and third party discovery time necessary to prosecute the Action through trial and document production. As a result possible appeals, the risks and uncertainty of further prosecution of the Action considering the defenses at issue, the sharply contested legal and factual issues involved, and the relative benefits to be conferred upon Plaintiffs and Settlement Class Members pursuant to this lengthy and contentious litigationAgreement, Class Counsel was able to review thoroughly has concluded that a settlement with Defendant on the claims terms set forth herein is fair, reasonable, adequate, and in the best interests of the Settlement Class Members in light of all known facts and circumstances. E. Defendant and Defendant’s policiescounsel recognize the expense and length of continued proceedings necessary to continue the Action through trial and through possible appeals. Defendant also recognizes that the expense and time spent pursuing the Action has detracted and will further detract from resources that may be used to run Defendant’s business. Defendant denies any wrongdoing or liability arising out of any of the facts or conduct alleged in the Action and believes that it has valid defenses to Plaintiff’s claims. F. Based on the foregoing, practices which the Parties expressly incorporate as material terms of the Agreement, it is the desire of the Parties to fully, finally, and procedures as they relate forever settle, compromise, and discharge all disputes and claims arising from or related to the marketing Products and sale the Action which exist between Plaintiffs and the Settlement Class on the one hand, and Defendant on the other hand. Therefore, it is the intention of the Food Products. D. The Court denied Parties that this Agreement shall constitute a full, final and complete settlement and release, which release includes in its effect all of Defendant’s Motion present and former parent companies, subsidiaries and affiliates, as well as the shareholders, officers, directors, employees, agents, servants, registered representatives, attorneys, insurers, successors and assigns of such persons or entities with respect to Dismiss this Action any and all claims which were alleged, or could have been alleged, by Plaintiffs on November 4, 2016. (Dkt. Notheir own behalf or on behalf of the Settlement Class in the Action.

LITIGATION BACKGROUND. A. Plaintiffs allege that, during the Class Period, Defendant deceptively advertised that certain of its Food Products were devoid of Genetically Modified Organisms (“GMO”). Plaintiffs allege that they purchased Food Products in Defendant’s restaurants. Plaintiffs allege that the Food Products have been falsely or misleadingly labeled or marketed Televisions with 60Hz native refresh rate panels as “non-GMO120Hz CMI,” because Defendant’s Food Products may have been sourced from livestock that consumed GMO animal feed. “120Hz Clear Motion Index,” and/or “120Hz CMI Effective Refresh Rate.” Based on these allegations, on April 2224, 20162020, Plaintiffs filed the Action. The Action alleges violations of deceptive and unfair trade practices statutes of California, Maryland, certain California and New York in addition to claims Jersey consumer protection statutes and a claim for unjust enrichment, common law misrepresentation, and declaratory relief. The Action is based on Defendant’s advertising, marketing, and selling of Food Products nationwide. Plaintiffs claim entitlement to seek injunctive relief, compensatory damages, and restitution in amounts by which Defendant was allegedly unjustly enriched based on its nationwide marketing, distribution, and sale of Food Productsthe Televisions. B. Defendant expressly denies any liability or wrongdoing of any kind associated or that Plaintiffs or any putative class member has been damaged in any amount or at all in connection with the claims alleged in the Action, and further contends that, for any purpose other than Settlement, this Action is not appropriate for class treatment. Defendant does not admit or concede any actual or potential fault, wrongdoing, or liability against it in the Action or any other actions. Defendant maintained during the entire pendency of the Action, and continues to maintain, that the challenged labeling and marketing claims are, representations are in fact, fact true, are substantiated through science, and are therefore not deceptive or misleading as a matter of law. C. The Parties engaged in vigorous litigation over a three year an eighteen-month period relating to the facts and legal issues in the Action. The Parties exchanged voluminous discovery extensive written discovery, including hundreds tens of thousands of pages of documents, many depositions, expert discoverytook numerous depositions of TCL representatives and Plaintiffs, and third party engaged in expert discovery and document productionthird-party discovery. As a result of this lengthy and contentious litigation, Class Counsel was able to review assess thoroughly the claims of the Settlement Class Members and Defendant’s policies, practices and procedures as they relate to the marketing and sale of the Food ProductsTelevisions. D. The Court granted in part and denied in part Defendant’s Motion to Dismiss the First Amended Complaint in this Action on November 417, 2016. 2020 (Dkt. No61). The Court also granted Defendant’s narrowly targeted Motion to Dismiss the Second Amended Complaint in this Action on March 3, 2021 (Dkt. 76). Following discovery, Plaintiffs filed their Motion for Class Certification on August 27, 2021 (Dkt. 86) and Defendant opposed on October 8, 2021 (Dkt. 102). The Motion for Class Certification was scheduled to be heard on December 9, 2021. The Settlement was then reached at mediation on October 15, 2021, before Plaintiffs’ reply brief in support of Motion for Class Certification was due, and before the Motion was heard. E. Counsel for the Parties engaged in a full-day mediation on October 15, 2021 before the ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇. Gandhi (▇▇▇.) of JAMS, as well as many meetings, discussions, and conference calls prior to finally resolving this Action. F. On March 31, 2022, the Court issued an Order re Supplemental Briefing and/or Evidence (Dkt. 125) (the “Order”) addressing certain questions regarding the proposed settlement and Plaintiff’s Motion for Preliminary Approval (Dkt. 120). After thoughtful review of the Order, counsel for the Parties further engaged in a second full-day mediation on May 23, 2022 before ▇▇▇. ▇▇▇▇▇▇ (Ret.)) regarding a revised settlement addressing the Court’s questions in the Order. The result was a Settlement of the Action as to the putative California subclass only, culminating with this Agreement. Based on the above-outlined investigation and litigation, the current state of the law, the expense, burden and time necessary to prosecute the Action through trial and possible appeals, the risks and uncertainty of further prosecution of this Action considering the defenses at issue, the sharply contested legal and factual issues involved, and the relative benefits to be conferred upon Plaintiffs and the Settlement Class Members pursuant to this Agreement, Class Counsel has concluded that a Settlement with Defendant on the terms set forth herein is fair, reasonable, adequate, and in the best interests of the Settlement Class in light of all known facts and circumstances. G. Defendant and Defendant’s counsel recognize the expense and length of continued proceedings necessary to continue the Action through trial and through possible appeals. Defendant also recognizes that the expense and time spent pursuing this Action has and will further detract from resources that may otherwise be used to run Defendant’s business. While Defendant denies any wrongdoing or liability arising out of any of the facts or conduct alleged in the Action and believes that it has valid defenses to Plaintiffs’ claims, Defendant has determined that the Settlement is fair, adequate and reasonable. H. Based on the foregoing, which the Parties expressly incorporate as material terms of the Agreement, it is the desire of the Parties to fully, finally, and forever settle, compromise, and discharge all disputes and claims arising from or related to the Action which exist between the Parties. Therefore, it is the intention of Plaintiffs and the Settlement Class that this Agreement shall constitute a full and complete Settlement and release of the Released Claims against Defendant.

LITIGATION BACKGROUND. A. Plaintiffs allege that, during the Class Period, Defendant deceptively advertised that certain of its Food Products were devoid of Genetically Modified Organisms (“GMO”). Plaintiffs allege that they purchased Food Products in Defendant’s restaurants. Plaintiffs allege that the Food Products have been falsely or misleadingly labeled or marketed Televisions with 60Hz native refresh rate panels as “non-GMO120Hz CMI,” because Defendant’s Food Products may have been sourced from livestock that consumed GMO animal feed. “120Hz Clear Motion Index,” and/or “120Hz CMI Effective Refresh Rate.” Based on these allegations, on April 2224, 20162020, Plaintiffs filed the Action. The Action alleges violations of deceptive and unfair trade practices statutes of California, Maryland, certain California and New York in addition to claims Jersey consumer protection statutes and a claim for unjust enrichment, common law misrepresentation, and declaratory relief. The Action is based on Defendant’s advertising, marketing, and selling of Food Products nationwide. Plaintiffs claim entitlement to seek injunctive relief, compensatory damages, and restitution in amounts by which Defendant was allegedly unjustly enriched based on its nationwide marketing, distribution, and sale of Food Productsthe Televisions. B. Defendant expressly denies any liability or wrongdoing of any kind associated or that Plaintiffs or any putative class member has been damaged in any amount or at all in connection with the claims alleged in the Action, and further contends that, for any purpose other than Settlement, this Action is not appropriate for class treatment. Defendant does not admit or concede any actual or potential fault, wrongdoing, or liability against it in the Action or any other actions. Defendant maintained during the entire pendency of the Action, and continues to maintain, that the challenged labeling and marketing claims are, representations are in fact, fact true, are substantiated through science, and are therefore not deceptive or misleading as a matter of law. C. The Parties engaged in vigorous litigation over a three year an eighteen-month period relating to the facts and legal issues in the Action. The Parties exchanged voluminous discovery extensive written discovery, including hundreds tens of thousands of pages of documents, many depositions, expert discoverytook numerous depositions of TCL representatives and Plaintiffs, and third party engaged in expert discovery and document productionthird-party discovery. As a result of this lengthy and contentious litigation, Class Counsel was able to review assess thoroughly the claims of the Settlement Class Members and Defendant’s policies, practices and procedures as they relate to the marketing and sale of the Food ProductsTelevisions. D. The Court granted in part and denied in part Defendant’s Motion to Dismiss the First Amended Complaint in this Action on November 417, 2016. 2020 (Dkt. No61). The Court also granted Defendant’s narrowly targeted Motion to Dismiss the Second Amended Complaint in this Action on March 3, 2021 (Dkt. 76). Following discovery, Plaintiffs filed their Motion for Class Certification on August 27, 2021 (Dkt. 86) and Defendant opposed on October 8, 2021 (Dkt. 102). The Motion for Class Certification was scheduled to be heard on December 9, 2021. The Settlement was then reached at mediation on October 15, 2021, before Plaintiffs’ reply brief in support of Motion for Class Certification was due, and before the Motion was heard. ▇. ▇▇▇▇▇▇▇ for the Parties engaged in a full-day mediation on October 15, 2021 before the ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇. Gandhi (▇▇▇.) of JAMS, as well as many meetings, discussions, and conference calls prior to finally resolving this Action. F. On March 31, 2022, the Court issued an Order re Supplemental Briefing and/or Evidence (Dkt. 125) (the “Order”) addressing certain questions regarding the proposed settlement and Plaintiff’s Motion for Preliminary Approval (Dkt. 120). After thoughtful review of the Order, counsel for the Parties further engaged in a second full-day mediation on May 23, 2022 before ▇▇▇. ▇▇▇▇▇▇ (▇▇▇.)) regarding a revised settlement addressing the Court’s questions in the Order. The result was a Settlement of the Action as to the putative California subclass only, culminating with this Agreement. Based on the above-outlined investigation and litigation, the current state of the law, the expense, burden and time necessary to prosecute the Action through trial and possible appeals, the risks and uncertainty of further prosecution of this Action considering the defenses at issue, the sharply contested legal and factual issues involved, and the relative benefits to be conferred upon Plaintiffs and the Settlement Class Members pursuant to this Agreement, Class Counsel has concluded that a Settlement with Defendant on the terms set forth herein is fair, reasonable, adequate, and in the best interests of the Settlement Class in light of all known facts and circumstances. ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇’s counsel recognize the expense and length of continued proceedings necessary to continue the Action through trial and through possible appeals. Defendant also recognizes that the expense and time spent pursuing this Action has and will further detract from resources that may otherwise be used to run Defendant’s business. While Defendant denies any wrongdoing or liability arising out of any of the facts or conduct alleged in the Action and believes that it has valid defenses to Plaintiffs’ claims, Defendant has determined that the Settlement is fair, adequate and reasonable. H. Based on the foregoing, which the Parties expressly incorporate as material terms of the Agreement, it is the desire of the Parties to fully, finally, and forever settle, compromise, and discharge all disputes and claims arising from or related to the Action which exist between the Parties. Therefore, it is the intention of Plaintiffs and the Settlement Class that this Agreement shall constitute a full and complete Settlement and release of the Released Claims against Defendant.