Products and Inventory. The Company represents and warrants that all Products and Inventory have been recovered, processed and stored in accordance with all applicable local, state, and federal rules and regulations and American Association of Tissue Bank guidelines. Section 3.4 of the Disclosure Statement sets forth (a) the valuation assigned to each Product and each item of Inventory and Products, (b) the product code of each Product and each item of Inventory, and (c) the expiration date for each Product in Inventory as of April 10, 2000.
Products and Inventory. (a) Except as disclosed in Section 4.40 of the Sellers’ Disclosure Letter, to the knowledge of the Sellers, the Inventory:
(i) is of a quality in conformity in all material respects with the warranties given by the Acquired Entities pursuant to supply Contracts or any other Contracts to which they are a party;
(ii) is of a quality in conformity in all material respects with industry standards;
(iii) is not subject to a voluntary recall by any Acquired Entity, by the manufacturer or distributor of the Inventory or any Governmental Authority, and to the Sellers’ knowledge, there is no threat of any such recall;
(iv) with respect to the portion of the Inventory consisting of finished products, is saleable;
(v) with respect to the portion of the Inventory consisting of raw materials and work-in-progress, is of quality usable in the production of finished products; and
(vi) has been manufactured and produced in accordance, in all material respects with, and meet all material requirements of, applicable Law, and meet the material specifications in all Contracts with customers of the Acquired Entities relating to the sale of such products, in each case, except to the extent written off or written down to fair market value or for which adequate reserves have been established.
(b) All Inventory is owned by the Acquired Entities free and clear of all Liens other than Permitted Liens, and no Inventory is held on a consignment basis from others. The level of Inventory is consistent with the level of inventories that has been maintained in the operation of the Business in the Ordinary Course prior to the date hereof.
(c) Without limiting the generality of the foregoing, all products previously or currently produced, distributed or sold by, and all services provided by, the Acquired Entities, have been produced, packaged, labeled, advertised, distributed and sold (or in the case of services, provided) in accordance with, and meet all material requirements of, applicable Laws, in all material respects, and meet the material specifications in all Contracts with customers of the Acquired Entities relating to the sale of such products in the Ordinary Course, and (x) there have been no material claims against any Acquired Entity pursuant to any product warranty or with respect to the production, distribution or sale of defective or inferior products or with respect to any warnings or instructions concerning such products and (y) other than as disclosed in Section 4.40(c) of ...
Products and Inventory. (a) No Company Products have been (i) recalled, (ii) the subject of a correction, removal action, or other market withdrawal, or (iii) suspended, withdrawn or discontinued as a result of any action by FDA or any applicable similar Governmental Authority.
(b) No Proceeding (which, with respect to any investigation or inquiry is limited to the Company’s Knowledge) by the FDA or any similar Governmental Authority involving a voluntary or mandatory recall of the Company Products is pending or, to the Company’s Knowledge, threatened, and during the past three (3) years, there has been no written communication from or to any such Governmental Authority concerning a voluntary or mandatory recall or issued a safety alert, warning, or “dear doctor” letter of any of the Company Products.
(c) To the Company’s Knowledge, no event has occurred, and no condition or circumstance exists, that would reasonably be expected to (with or without notice or lapse of time or both) give rise to or serve as a basis for any recall, correction, removal action, market withdrawal or other similar action of any Company Product.
(d) All finished Company Product in inventory is in good and marketable condition and is saleable or useable (as applicable) in the ordinary course of business consistent with past practice.
Products and Inventory. 29 5.17 Absence of Certain Changes or Events.................................... 29
Products and Inventory. All inventories reflected in the ---------------------------- Financial Statements or included in Net Working Capital are useable or saleable in the ordinary course of the Business (within the guideline dates shelf-life for the particular product or package) and, in the case of finished goods, have a minimum remaining shelf-life of at least two (2) months. No material amounts of inventory are obsolete. Except as set forth on Schedule 4.18, no inventories ------------- reflected in the Financial Statements or included in Net Working Capital (i) relate to discontinued operations, (ii) relate to terminated or otherwise discontinued private label arrangements or (iii) otherwise utilize or incorporate trade dress or other customer-specific packaging or promotional materials which are no longer saleable pursuant to customer arrangements that will be available to Buyer immediately after the Closing.
Products and Inventory. Except as is not, or would not reasonably be expected to be, individually or in the aggregate, material to the Business, all of the Business Inventory included in the Purchased Assets (whether finished goods or otherwise) as of the Closing will be of a quality consistent with such inventories maintained by the Business in the Ordinary Course of Business and saleable or useable in the Ordinary Course of Business. All of the finished goods Business Inventory included in the Purchased Assets as of the Closing (i) is not adulterated or misbranded in any material respect, (ii) is merchantable and useable in the Ordinary Course of Business in all material respects, and (iii) may be shipped in interstate commerce in accordance with all applicable Laws, including the Federal Food, Drug and Cosmetic Act, as amended, the regulations promulgated thereunder and requirements imposed by the FDA pursuant to applicable statute and regulation. Except as is not, or would not reasonably be expected to be, individually or in the aggregate, material to the Business, and except with respect to licenses under the Business Contracts or any Material Contracts, no Business Inventory is subject to any licensing, Patent, royalty, Mark, trade name or Copyright agreements with any other Person, and the completion of manufacture or sale or other disposition of any Business Inventory after the Closing will not require the Approval of any Person and will not constitute a breach or default under any Contract to which Seller or any of its Affiliates is a party or to which the Business Inventory is subject. Except as is not, or would not reasonably be expected to be, individually or in the aggregate, material to the Business, all Business Inventory complies, in all material respects, to the extent applicable, with all applicable Laws.
Products and Inventory. Except as set forth in Section 3.27 of the Disclosure Schedule, since July 1, 2005, neither of the Companies nor any of the Company Subsidiaries has, and, with respect to the Business, none of the Seller or any of its Affiliates has, received any written notice or, to the Knowledge of the Seller, any oral notice, relating to any claim involving use of or exposure to any of the products (or any part or component thereof) sold or services performed by the Business or either of the Companies or any of the Company Subsidiaries, including for negligence, strict liability, design or manufacturing defect, conspiracy, failure to warn, breach of express or implied warranties of merchantability or fitness for any purpose or use, or from any alleged breach of implied warranties or representations or any alleged noncompliance with any applicable Laws pertaining to products liability matters, other than non-recurring claims, events and complaints that are addressed by manufacturers or suppliers to the Companies and the Company Subsidiaries.
Products and Inventory. The Inventory was acquired or manufactured in the ordinary course of business consistent with past practice. The Inventory included in the Purchased Assets (whether finished goods or otherwise) as of the Closing will be of a quality consistent in all material respects with such inventories maintained by the Business in the ordinary course of business and will be saleable or useable in the ordinary course of business at normal profit margins. All Inventory is valued at the lower of cost or market, the cost thereof being determined by the standard cost method. The finished goods Inventory included in the Purchased Assets as of the Closing (i) is not adulterated or misbranded, (ii) is merchantable and useable in the ordinary course of business, and (iii) may be shipped in interstate commerce in accordance with all applicable Laws, including the Federal Food, Drug and Cosmetic Act, as amended, regulations promulgated thereunder, and requirements imposed by the FDA pursuant to applicable statute and regulation. The quantities of each item of Inventory (whether raw materials, work-in process or finished goods) are not excessive, but are reasonable in the present circumstances of the Business. All of the Inventory complies with Seller’s internal quality assurance guidelines.
Products and Inventory. The Seller has not received any written notice with respect to the recall of any of the finished products of the Acquired Business. To the knowledge of the Seller, there is no basis to believe that any of the finished products of the Acquired Business may be subject to recall. The raw materials, supplies and work-in-process included in the Inventory are usable in the ordinary course of business, and the finished goods included in the Inventory are in merchantable condition in the ordinary course of business, except for obsolete and slow moving Inventories for which adequate reserves have been made. The raw materials, supplies and work-in-progress included in the Inventory are similar in quality and quantity to the raw materials, supplies and work-in-progress generally included in the Inventory of the Acquired Business in the past.
Products and Inventory. All physical inventory of HUMBL Authentics or any other physical assets of Seller, including any products, materials, and goods held by Seller (the “Assigned Products”)
