Common use of Food Safety Clause in Contracts

Food Safety. The Company and each of its Subsidiaries is, and in the past two years has been, in compliance in all material respects with all applicable Food Safety Laws, including applicable requirements regarding food facility registration, produce safety, hazard analysis and preventive controls, current good manufacturing practices, protection against the intentional adulteration of food, supplier verification, sanitary transportation, food additives, allergen control, organic certification and labeling, food labeling and advertising, and substantiation of product claims. Without limiting the generality of the immediately preceding sentence, (i) in the past two years, neither the Company nor any of its Subsidiaries has sold or distributed any Food Products, nor to the Knowledge of the Company, are there any Food Products currently in inventory, which are or were “adulterated,” “misbranded,” or otherwise violative within the meaning of applicable Food Safety Laws that would reasonably be expected to give rise to liability under Food Safety Laws, (ii) in the past two years, no claim, notice, warning letter, untitled letter, suspension or revocation of registration, or similar communication or compliance or enforcement action alleging a violation of any applicable Food Safety Laws has been filed against or received by the Company or any of its Subsidiaries from any Governmental Authority, (iii) there is no pending or, to the Knowledge of the Company, threatened investigation or enforcement against the Company or any of its Subsidiaries under any applicable Food Safety Laws by any Governmental Authority and (iv) in the past two years, there have been no recalls or withdrawals of any Food Products and, to the Knowledge of the Company, no facts or circumstances exist that could reasonably be expected to result in such actions, except in the case of each of clauses (i) through (iv), as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole.

Food Safety. The Company and each of its Subsidiaries is(a) Except as has not been, and would not reasonably be expected to be, individually or in the past two years has beenaggregate, in compliance in all material respects with all applicable Food Safety Lawsto the Seller (taken as a whole), including applicable requirements regarding food facility registrationsince January 1, produce safety, hazard analysis and preventive controls, current good manufacturing practices, protection against the intentional adulteration of food, supplier verification, sanitary transportation, food additives, allergen control, organic certification and labeling, food labeling and advertising, and substantiation of product claims. Without limiting the generality of the immediately preceding sentence2017, (i) the Seller has complied and is in compliance with (A) the past two yearsapplicable provisions of the Federal Food, neither Drug, and Cosmetic Act, the Company nor Food Safety Modernization Act, the Federal Meat Inspection Act, and the applicable regulations and requirements adopted by the U.S. Food and Drug Administration (the “FDA”) and the U.S. Department of Agriculture (the “USDA”), all applicable statutes enforced by the Federal Trade Commission and the applicable Federal Trade Commission regulations and requirements, and all other applicable requirements established by any of its Subsidiaries has sold state, local or distributed foreign Governmental Authority responsible for regulating food products (collectively with the FDA and USDA, the “Food Authorities”) and (B) all terms and conditions imposed in any Permits granted to Seller by any Food Products, nor to the Knowledge of the Company, are there any Food Products currently in inventory, which are or were “adulterated,” “misbranded,” or otherwise violative within the meaning of applicable Food Safety Laws that would reasonably be expected to give rise to liability under Food Safety LawsAuthority, (ii) except as set forth on Schedule 4.23(a), there has not been any actual defect or defect alleged in the past two yearsany lawsuit or demand, no claimincluding any failure or alleged failure to provide adequate warnings, notice, warning letter, untitled letter, suspension labeling or revocation of registration, or similar communication or compliance or enforcement action alleging a violation of any applicable Food Safety Laws has been filed against or received by the Company or any of its Subsidiaries from any Governmental Authority, instructions and (iii) except as set forth on Schedule 4.23(a), there is no pending has not been any actual or, to the Knowledge of the CompanySeller, threatened investigation or enforcement against the Company or alleged violation of any Law relating to any of its Subsidiaries under any applicable Food Safety Laws the products manufactured by or on behalf of Seller, or to their manufacture, shipment, import, labeling, weights and measurements, use or sale by any Governmental Authority Food Authority, in any lawsuit or in any demand from a lawyer. (b) Except as (i) set forth in Schedule 4.23(b) or (ii) as has not been, and (iv) in the past two years, there have been no recalls or withdrawals of any Food Products and, to the Knowledge of the Company, no facts or circumstances exist that could would not reasonably be expected to result in such actions, except in the case of each of clauses (i) through (iv), as would notto, individually or in the aggregate, reasonably be expected to be material to the business of the Company and its Subsidiaries, Seller (taken as a whole): (A) since January 1, 2017, the Seller has not voluntarily or involuntarily initiated, conducted or issued, or caused to be initiated, conducted or issued, any recall, market withdrawal, stock recovery or replacement relating to any alleged lack of quality, safety or regulatory compliance of any Seller Product, and (B) there has been no presence, release or exposure to any food, any contaminants or adulterants, food poisoning, pests, mold or microbial agents with respect to any products manufactured by or on behalf of Seller, and there has not been any facility shutdown or other food-related condition with respect to any products manufactured by or on behalf of Seller or otherwise with respect to the business of Seller that has given or would give rise to any liability or obligation of the Seller under Food Safety Laws.

Food Safety. The Company and each of its Subsidiaries is(a) Except as has not been, and would not reasonably be expected to be, individually or in the past two years has beenaggregate, in compliance in all material respects with all applicable Food Safety Lawsto the Company (taken as a whole), including applicable requirements regarding food facility registrationsince January 1, produce safety, hazard analysis and preventive controls, current good manufacturing practices, protection against the intentional adulteration of food, supplier verification, sanitary transportation, food additives, allergen control, organic certification and labeling, food labeling and advertising, and substantiation of product claims. Without limiting the generality of the immediately preceding sentence2017, (i) in the past two years, neither the Company nor has complied and is in compliance with (A) the applicable provisions of the Federal Food, Drug, and Cosmetic Act, the Food Safety Modernization Act, the Federal Meat Inspection Act, and the applicable regulations and requirements adopted by the U.S. Food and Drug Administration (the “FDA”) and the U.S. Department of Agriculture (the “USDA”), all applicable statutes enforced by the Federal Trade Commission and the applicable Federal Trade Commission regulations and requirements, and all other applicable requirements established by any of its Subsidiaries has sold state, local or distributed foreign Governmental Authority responsible for regulating food products (collectively with the FDA and USDA, the “Food Authorities”) and (B) all terms and conditions imposed in any Permits granted to the Company by any Food Products, nor to the Knowledge of the Company, are there any Food Products currently in inventory, which are or were “adulterated,” “misbranded,” or otherwise violative within the meaning of applicable Food Safety Laws that would reasonably be expected to give rise to liability under Food Safety LawsAuthority, (ii) except as set forth on Schedule 3.27(a), there has not been any actual defect or defect alleged in the past two years, no claim, notice, warning letter, untitled letter, suspension any lawsuit or revocation demand from a lawyer in any of registration, or similar communication or compliance or enforcement action alleging a violation of any applicable Food Safety Laws has been filed against or received by the Company Products, whether latent or patent, including any of its Subsidiaries from any Governmental Authorityfailure or alleged failure to provide adequate warnings, labeling or instructions and (iii) except as set forth on Schedule 3.27(a), there is no pending has not been any actual or, to the Knowledge of the CompanySeller Parties, threatened investigation or enforcement against alleged violation of any Law relating to any of the Company Products, or any of its Subsidiaries under any applicable Food Safety Laws to their manufacture, shipment, import, labeling, weights and measurements, use or sale by any Governmental Authority Food Authority, in any lawsuit or in any demand from a lawyer. (b) Except as (i) set forth in Schedule 3.27(b) or (ii) as has not been, and (iv) in the past two years, there have been no recalls or withdrawals of any Food Products and, to the Knowledge of the Company, no facts or circumstances exist that could would not reasonably be expected to result in such actions, except in the case of each of clauses (i) through (iv), as would notto, individually or in the aggregate, reasonably be expected material to the Company (taken as a whole): (A) since January 1, 2017, the Company has not voluntarily or involuntarily initiated, conducted or issued, or caused to be material initiated, conducted or issued, any recall, market withdrawal, stock recovery or replacement relating to any alleged lack of quality, safety or regulatory compliance of any Company Product, and (2) there has been no presence, release or exposure to any food, any contaminants or adulterants, food poisoning, pests, mold or microbial agents with respect to any Company Product, and there has not been any facility shutdown or other food-related condition with respect to any Company Product or otherwise with respect to the business of the Company and its Subsidiaries, taken as a wholethat has given or would give rise to any liability or obligation of the Company under Food Safety Laws.

Food Safety. The (a) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and each of its Subsidiaries is(taken as a whole), and in the past two years has beensince January 1, in compliance in all material respects with all applicable Food Safety Laws, including applicable requirements regarding food facility registration, produce safety, hazard analysis and preventive controls, current good manufacturing practices, protection against the intentional adulteration of food, supplier verification, sanitary transportation, food additives, allergen control, organic certification and labeling, food labeling and advertising, and substantiation of product claims. Without limiting the generality of the immediately preceding sentence2017, (i) the Company and its Subsidiaries have complied and are in compliance with (A) the applicable provisions of the Federal Food, Drug, and Cosmetic Act and the Food Safety Modernization Act and the applicable regulations and requirements adopted by the U.S. Food and Drug Administration (the “FDA”) thereunder (the Company’s Products are not subject to regulation by the U.S. Department of Agriculture (the “USDA”)), all applicable statutes enforced by the Federal Trade Commission and the applicable Federal Trade Commission regulations and requirements, and all other applicable requirements established by any state, local or foreign Governmental Authority responsible for regulating food products (collectively with the FDA, the “Food Authorities”) and (B) all terms and conditions imposed in any Permits granted to the Company and its Subsidiaries by any Food Authority, (ii) except as set forth on Schedule 4.29(a)(ii), there has not been any actual defect or defect alleged in any lawsuit or demand from a lawyer in any of the Company Products, whether latent or patent, including any failure or alleged failure to provide adequate warnings, labeling or instructions and (iii) except as set forth on Schedule 4.29(a)(iii), there has not been any actual or, to the knowledge of the Company, alleged violation of any Law relating to any of the Company Products, or to their manufacture, shipment, import, labeling, weights and measurements, use or sale by any Food Authority, in any lawsuit or in any demand from a lawyer. (b) Except as (i) set forth in Schedule 4.29(b) or (ii) as has not been, and would not reasonably be expected to, individually or in the past two yearsaggregate, be material to the Company and its Subsidiaries (taken as a whole): (A) since January 1, 2017, neither the Company nor any of its Subsidiaries has sold voluntarily or distributed involuntarily initiated, conducted or issued, or caused to be initiated, conducted or issued, any Food Productsrecall, nor market withdrawal, stock recovery or replacement relating to any alleged lack of quality, safety or regulatory compliance of any Company Product, and (2) there has been no presence, release or exposure to any food contaminants or adulterants, food poisoning, pests, mold or microbial agents with respect to any Company Product, and there has not been any facility shutdown or other food-related condition with respect to any Company Product or otherwise with respect to the Knowledge business of the Company, are there any Food Products currently in inventory, which are or were “adulterated,” “misbranded,” or otherwise violative within the meaning of applicable Food Safety Laws that would reasonably be expected to give rise to liability under Food Safety Laws, (ii) in the past two years, no claim, notice, warning letter, untitled letter, suspension or revocation of registration, or similar communication or compliance or enforcement action alleging a violation of any applicable Food Safety Laws has been filed against or received by the Company or any of its Subsidiaries from Subsidiaries, in each case, that has given or would give rise to any Governmental Authority, (iii) there is no pending or, to the Knowledge liability or obligation of the Company, threatened investigation or enforcement against the Company or any of its Subsidiaries under any applicable Food Safety Laws by any Governmental Authority and (iv) in the past two years, there have been no recalls or withdrawals of any Food Products and, to the Knowledge of the Company, no facts or circumstances exist that could reasonably be expected to result in such actions, except in the case of each of clauses (i) through (iv), as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a wholeLaws.

Food Safety. The Company and each of its Subsidiaries is(a) Except as would not have, and in the past two years has been, in compliance in all material respects with all applicable Food Safety Laws, including applicable requirements regarding food facility registration, produce safety, hazard analysis and preventive controls, current good manufacturing practices, protection against the intentional adulteration of food, supplier verification, sanitary transportation, food additives, allergen control, organic certification and labeling, food labeling and advertising, and substantiation of product claims. Without limiting the generality of the immediately preceding sentence, (i) in the past two years, neither the Company nor any of its Subsidiaries has sold or distributed any Food Products, nor to the Knowledge of the Company, are there any Food Products currently in inventory, which are or were “adulterated,” “misbranded,” or otherwise violative within the meaning of applicable Food Safety Laws that would not reasonably be expected to give rise to liability under Food Safety Lawshave, (ii) individually or in the past two yearsaggregate, no claima Material Adverse Effect, noticesince the Applicable Date, warning letter, untitled letter, suspension or revocation of registration, or similar communication or compliance or enforcement action alleging a violation of any applicable Food Safety Laws has been filed against or received by the Company or any of its Subsidiaries from any Governmental Authority, (iii) there is no pending or, to the Knowledge of the Company, threatened investigation or enforcement against the Company or any of its Subsidiaries under any applicable Food Safety Laws by any Governmental Authority and (iv) in the past two years, there have been no recalls or withdrawals of any Food Products Entities and, to the Knowledge of the Company, no facts all products marketed or circumstances exist that could reasonably be expected sold by the Company Entities (the “Products”) have complied and are in compliance in all material respects with (1) the applicable provisions of the Federal Food, Drug, and Cosmetic Act and the applicable regulations and requirements adopted by the U.S. Food and Drug Administration (the “FDA”) thereunder, the applicable statutes, regulations and requirements of the U.S. Department of Agriculture (the “USDA”) and any applicable Law or other comparable requirements established by any state, local or foreign Governmental Entity responsible for regulating food products or the manufacture, production, packaging, labeling, transportation, distribution, sale or marketing thereof (such applicable Laws, regulations and other requirements, together with the Federal Food, Drug, and Cosmetic Act, collectively, the “Food Safety Laws”; such Governmental Entities, together with the FDA and the USDA, collectively, the “Food Authorities”) and (2) all terms and conditions imposed in any Governmental Authorization granted to result in such actions, except in the case of each of clauses any Company Entity by any Food Authority. (ib) through (iv), Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since the Applicable Date, (i) no Company Entity has, voluntarily or involuntarily initiated, conducted or issued, or caused to be initiated, conducted or issued, any recall, market withdrawal relating to an alleged lack of safety or regulatory compliance of any Product, (ii) no Company Entity has introduced into interstate commerce an adulterated Product under Food Safety Laws, nor (iii) have there been any store closures by a Governmental Entity for violation of any Food Safety Law, in each case that has given or would give rise to any material to the business liability or financial obligation of the any Company and its Subsidiaries, taken as a wholeunder Food Safety Laws.