Applicable Food Laws Clause Samples
Applicable Food Laws. (a) Except as specifically set forth on Schedule 4.20(a), each of the members of the Company Group has complied in all material respects with all Applicable Food Laws at all times since July 20, 2009. Since July 20, 2009, no member of the Company Group has received any notice of, or been charged with, any violation of or non-compliance with any Applicable Food Laws.
(b) Except as specifically set forth on Schedule 4.20(b), since July 20, 2009, there have been no Recall Event with respect to any Company Product or Co-Packed Product, or other similar federal, state or private actions with respect to such Company Products or Co-Packed Products and, to the Company’s Knowledge, no facts or circumstances exist that could reasonably be expected to result in such actions.
(c) Except as specifically set forth on Schedule 4.20(c), since July 20, 2009, the Company Group has not sold or distributed any Company Products, and, to the Company’s Knowledge, has not sold or distributed Co-Packed Products, that are adulterated or misbranded, contain a poisonous or deleterious substance exceeding an action level or tolerance established by Applicable Food Laws, or are otherwise unfit for human consumption.
(d) To the Company’s Knowledge, each of the growers, suppliers, co-packers, manufacturers, carriers and distributors of the Company Group are in compliance in all material respects with all Applicable Food Laws and other applicable Laws as they relate to the farming, harvest, processing, transport, labeling or distribution of any Company Product or Co-Packed Product. To the Company’s Knowledge, there is no threatened or pending Legal Proceeding against any such grower, supplier, co-packer, manufacturer, carrier or distributor regarding the existence of a defect or violation of Applicable Food Law other applicable Law pertaining to the farming, harvest, processing, transport, labeling or distribution of any Company Product or Co-Packed Product.
(e) To the extent required by a Governmental Entity, all labeling used on any Company Product or Co-Packed Product has been filed or registered with and/or approved by each Governmental Entity that requires such filing, registration and/or approval. To the extent any Company Product or Co-Packed Product is labeled or otherwise marketed as being “Kosher”, “Non-GMO”, “Parve”, “Hechsher”, “Organic”, “All Natural”, “Natural”, “Low Calorie”, “Sugar Free” or any similar claim, the Company Group possesses Certifications or Substantiation; or...
Applicable Food Laws. (a) Except as set forth on Section 3.17(a) of the Disclosure Schedules, since January 1, 2017, the Company has (i) complied in all material respects with all Applicable Food Laws, (ii) not received any written notice from any Governmental Authority alleging any violation of, or liability under, any Applicable Food Laws, and (iii) not received any written notice from any Governmental Authority alleging any material Company deviations from current good manufacturing practice. In addition, except as set forth on Section 3.17(a) of the Disclosure Schedules, since January 1, 2017, no written claim has been filed against the Company alleging a violation of any such Applicable Food Laws. Except as set forth on Section 3.17(a) of the Disclosure Schedules, all Company Products are not adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act, and any similar or related federal and state Applicable Laws, and are not an article which may not, under the provisions of section 404, 505, or 512 of the Federal Food, Drug, and Cosmetic Act, and under similar or related Applicable Laws, be introduced into commerce.
(b) Except as set forth on Section 3.17(b) of the Disclosure Schedules, since January 1, 2017, there have been no recalls, withdrawals, material reports to the FDA Reportable Food Registry or similar marketplace actions involving the Company Products or other similar federal, state or private actions or investigations with respect to such Company Products and, to the Company’s Knowledge, no facts or circumstances exist that would reasonably be expected to result in such actions. Since January 1, 2017, (i) the Company has not been listed as a certified operation in the USDA Organic Integrity Database and (ii) except as set forth on Section 3.17(b) of the Disclosure Schedules, has not received a Notice of Warning or Cease and Desist Order from the USDA.
(c) Except as set forth on Section 3.17(c) of the Disclosure Schedules, (i) Company complies, and since January 1, 2017 has complied, in all material respects with the Food and Drug Administration’s (“FDA”) Current Good Manufacturing Practice in Manufacturing, Packing, or Holding Human Food regulations (“CGMPs”), (ii) the Company has, since January 1, 2017, complied in all material respects with the FDA’s food facility registration requirements, and (iii) the Company has, since January 1, 2017, complied in all material respects with Applicable Laws with respect to the importing of any ...
Applicable Food Laws. (a) Except as set forth on Company Disclosure Schedule 3.14(a), since May 26, 2005, each of the Company and its Subsidiaries has complied in all material respects with all Applicable Food Laws, and no claim has been filed against the Company or any of its Subsidiaries since May 26, 2005 alleging a violation of any such Applicable Food Laws.
(b) Except as set forth on Company Disclosure Schedule 3.14(b), since May 26, 2005, there have been no recalls or withdrawals of products produced or sold by the Company or any of its Subsidiaries or other similar federal, state or private actions with respect to such products and, to the Knowledge of the Company, no facts or circumstances exist that would reasonably be expected to result in such actions.
Applicable Food Laws. (a) Except as set forth on Section 4.19 of the Disclosure Schedules, at all times within the last three (3) years, each of the Companies have complied in all material respects with any applicable Law relating to the farming, harvest, transport, processing, use, manufacture, government issued licenses, packaging, labeling, distribution or sale of any food products grown, produced, manufactured, marketed, distributed or sold by or on behalf of the Companies (such food products being the “Food Product Inventory”), including: the federal Food Drug and Cosmetic Act (21 U.S.C. § 301 et seq.) and all regulations issued by the U.S. Food and Drug Administration (“FDA”) thereunder or under other applicable Laws, including the Food Safety Modernization Act and applicable Good Manufacturing Practices as set forth in 21 CFR Part 110 or otherwise and applicable labeling regulations set forth in 21 CFR Part 101 or otherwise; all applicable Laws related to pesticide use, handling, and disposal; all applicable Laws issued by the California Department of Public Health; the Organic Foods Production Act of 1990 (7 U.S.C. § 6501 et seq.) and all U.S. Department of Agriculture (“USDA”) regulations issued under applicable Laws, including regulations pertaining to the USDA National Organic Program standards, as set forth in 7 CFR Part 205, the California Department of Food and Agriculture Organic Program and Market Enforcement Branch; all applicable Laws relating to food packaging, including all applicable regulations issued by the FDA; the Perishable Agricultural Commodities Act of 1930, as amended (7 U.S.C. § 499a et seq.); Agricultural Marketing Agreement Act of 1937 and all applicable regulations issued thereunder and the Agricultural Marketing Act of 1946 and all applicable regulations issued thereunder (all such applicable Laws, “Applicable Food Laws”).
(b) The Food Product Inventory is (i) not adulterated or misbranded within the meaning of any Applicable Food Laws, and specifically, are not articles that are in violation of any Laws applicable to the formulation, manufacture, labeling, or sale of food for human consumption, (ii) not articles which may not, under the provisions of any Applicable Food Laws, be introduced into interstate commerce; and (iii) not adulterated or misbranded within the meaning of Laws of the jurisdiction to which such articles are shipped or the jurisdictions in which such articles are to be held for sale.
(c) No Company has received any written ...