Food Safety Matters. Except for matters that would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect:
(a) Since September 1, 2019 through the date hereof, no Company or Company Subsidiary registered food production establishment has been subject to an FDA or other Governmental Entity shutdown, nor received any written notice from any Governmental Entity relating to any material non-compliance with any Applicable Food Laws, and, to the Company’s Knowledge, no Governmental Entity is considering such action;
(b) The food products sold and distributed by or on behalf of the Company and its Subsidiaries under their respective brands (“Company Products”) are, and since September 1, 2019 through the date hereof, have been, in compliance in all material respects with all Applicable Food Laws; and
(c) Since September 1, 2019 through the date hereof, no Company Product has been recalled (whether undertaken voluntarily by the Company or any of its Subsidiaries or ordered by a Governmental Entity) due to concerns over potential harm to human health or safety. Since September 1, 2019 through the date hereof, neither the FDA nor any other Governmental Entity charged with enforcing Applicable Food Laws have sought the recall of any Company Product, and, to the Company’s Knowledge, no Governmental Entity is considering such action.
Food Safety Matters. (a) To the Company’s knowledge, since the Reference Date, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all products manufactured, marketed, sold or distributed by or on behalf of the Company or its Subsidiaries (“Company Products”) have complied and are in compliance in all material respects with all applicable Food Laws.
(b) All Company Products manufactured or processed by or for the Company or any of its Subsidiaries for introduction into United States commerce consist only of FDA- approved food and color additives, prior sanctioned substances and “generally recognized as safe” ingredients.
(c) Neither the Company, any Subsidiary nor any Company Product has been the subject of any adverse notification from any Governmental Authority (including any inspection reports on Form 483, FDA Notice of Intended Enforcement, Notice of Suspension by the USDA or enforcement action, warning letter, untitled letter, seizure, injunction, fine or sanction, civil or criminal action issued, initiated, or threatened in writing by the FDA, USDA, FTC, any comparable
(d) Since the Reference Date, except as would not reasonably be expected to be have, individually or in the aggregate, a Material Adverse Effect, all material registrations, reports, documents, Permits or notices required to be filed, maintained or furnished to any Governmental Authority (collectively, “Food Regulatory Filings”) have been so filed, maintained or furnished in a timely manner, and all such Food Regulatory Filings were complete and accurate in all material respects on the date filed (or were corrected in, or supplemented by, a subsequent filing).
(e) Neither the Company nor any of its Subsidiaries or, to the Company’s knowledge, any officer, employee, agent or distributor has made an untrue statement of a material fact or a fraudulent statement to the FDA or any other Governmental Authority or failed to disclose a material fact required to be disclosed to the FDA or any other Governmental Authority on behalf of the Company or any of its Subsidiaries.
(f) Since the Reference Date, (i) no Company Product has been the subject of any voluntary withdrawal or any mandatory or voluntary recall, market withdrawal, public notification, or notification to any Governmental Authority, or any similar action; and (ii) to the Company’s knowledge, there is no reason to believe that a basis for a recall or withdrawal of any of such Company Products ...
Food Safety Matters. 15 Section 2.20
Food Safety Matters. Since January 1, 2019, neither the Seller nor the Majority Shareholders has received any written notice, or to the knowledge of the Seller any oral notice, from any Person of any claim or potential claim against it relating to bodily injury, death or other disability caused by the products sold by the Seller, and to the knowledge of the Seller, there are no facts or circumstances which would cause a Person to reasonably believe any such claim or potential claim exists or is likely to occur. To the knowledge of the Seller, no product distributed or sold by the Seller would have warranted legal action by any governmental authority so that a product recall or post-sale warning should have occurred or did, in fact, occur. The Seller and, to the knowledge of the Seller, its suppliers are, and at all times since January 1, 2019, have been, in material compliance with all applicable Laws related to the purchase, preparation, labeling, storage, handling, maintenance, distribution and sale of food products, including under the applicable provisions of the Federal Food, Drug and Cosmetic Act, the Federal Meat Inspection Act of 1906, the Poultry Products Inspection Act of 1957, the Organic Foods Production Act of 1990, the Public Health Security and Bioterrorism Preparedness and Response Act of 2002, and the Country of Origin Labeling requirements. Neither the Seller nor the Majority Shareholders has received any written notice, or to the knowledge of the Seller any oral notice, from any
Food Safety Matters. Each of the Company and its Subsidiaries: (a) is, and since the Lookback Date has been, in compliance in all material respects with all Food Safety Requirements, including obtaining, maintaining, and complying with all Company Permits required pursuant to any Food Safety Requirements; (b) has not received any written notice, report or other information regarding any actual or alleged material violation of Food Safety Requirements or any material liabilities (contingent or otherwise) arising under any Food Safety Requirements, and are not subject to any material Proceedings from any Governmental Authority or any other Person relating to Food Safety Requirements; (c) has not released or exposed any person to any food contaminants or adulterants, food poisoning or sickening, pests, mold or microbial agents, foreign objects, nor any recalls, facility shutdowns, misbranding, mislabeling or other food-related conditions with respect to their facilities, in each case so as to give rise to any material liabilities (contingent or otherwise), including any corrective, investigatory or remedial obligations under Food Safety Requirements; (d) is, and since the Lookback Date has been, in compliance in all material respects with Food Safety Requirements regarding products and ingredients manufactured, processed, prepared, packaged, stored, distributed or sold by, for, on behalf of, or supplied by the Company and its Subsidiaries; and (e) has furnished to Parent and Merger Sub all food safety audits, reports and other material food safety documents relating to the products, facilities or operations of the Company and its Subsidiaries which are in their possession or reasonable control.
Food Safety Matters. Except as set forth on Section 4.22 of the Disclosure Schedules, since January 1, 2019, no Company has been subject to an FDA, USDA or other Governmental Authority shutdown, nor received any actual or threatened warning letter, untitled letter, or any other notice from any Governmental Authority or been subject to a pending or threatened Proceeding, audit, or investigation from any Governmental Authority relating to any material non-compliance with any Applicable Food Laws, and, to the Knowledge of the Company, no Governmental Authority is considering such action. Neither Company sells or distributes any food products under any private label (or “own”) brand of either Company.
Food Safety Matters. The Acquired Companies are and, for the past two (2) years have been, in compliance in all material respects with all Laws applicable to the Acquired Companies relating to the storage, transportation, sale, labeling, and advertising by the Acquired Companies of the food products sold in the convenience stores operated by the Acquired Companies.
Food Safety Matters. Since the Original Acquisition Date, the Company and each of its Subsidiaries (a) has been in material compliance with all applicable Food Safety Laws, and (b) have obtained, and have complied in all material respects with, all material Permits required pursuant to all applicable Food Safety Laws. Since the Original Acquisition Date, there has not been a material product recall by the Company or any of its Subsidiaries with respect to any food product produced, distributed, or sold by the Company or any of its Subsidiaries. Since the Original Acquisition Date, neither the Company nor any of its Subsidiaries has received any written, or to the knowledge of the Company, oral, notice relating to any material non-compliance with Food Safety Laws, or any material legal proceeding seizure or recall or, to the Company’s knowledge, investigation by a Governmental Body involving any food product produced or sold by the Company or any of its Subsidiaries resulting from an alleged adulteration, misbranding, violation of Food Safety Laws, food poisoning.
Food Safety Matters. In the past three (3) years, there has not been a material product recall by the Group Companies with respect to any food product produced, distributed, or sold by the Group Companies. In the past three (3) years, no Group Company has received any written, or to the knowledge of the Company, oral, notice relating to any material non-compliance with Food Safety Laws, or any material legal proceeding seizure or recall or, to the Company's knowledge, investigation by a Governmental Entity involving any food product produced or sold by the Group Companies resulting from an alleged adulteration, misbranding, violation of Food Safety Laws, food poisoning.
Food Safety Matters. Since January 1, 2019, no Seller or Majority Shareholder has received any written notice, or to the knowledge of the Sellers any oral notice, from any Person of any claim or potential claim against it relating to bodily injury, death or other disability caused by the products sold by any of the Sellers, and to the knowledge of the Sellers, there are no facts or circumstances which would cause a Person to reasonably believe any such claim or potential claim exists or is likely to occur. To the knowledge of the Sellers, no product distributed or sold by any Seller would have warranted legal action by any governmental authority so that a product recall or post-sale warning should have occurred or did, in fact, occur. Each Seller and, to the knowledge of the Sellers, their suppliers are, and at all times since January 1, 2019, have been, in material compliance with all applicable Laws related to the purchase, preparation, labeling, storage, handling, maintenance, distribution and sale of food products, including under the applicable provisions of the Federal Food, Drug and Cosmetic Act, the Federal Meat Inspection Act of 1906, the Poultry Products Inspection Act of 1957, the Organic Foods Production Act of 1990, the Public Health Security and Bioterrorism Preparedness and Response Act of 2002, and the Country of Origin Labeling requirements. No Seller or Majority Shareholder has received any written notice, or to the knowledge of the Sellers any oral notice, from any governmental authority or other Person of any violation of any such applicable Laws, and to the knowledge of the Sellers, there are no facts or circumstances which would cause a Person to reasonably believe any such violation or potential violation exists or is likely to occur. Each Seller has at all times since January 1, 2019, maintained, good industry standards with respect to the handling, packaging, maintenance, storing, labeling and distribution
