Common use of Products; Recalls Clause in Contracts

Products; Recalls. (a) Section 2.20(a) of the Disclosure Letter contains a list of all jurisdictions in which any member of the Company Group has registered any of the Company Products pursuant to Product Laws. All organic product certifications and any Product Permits held by any member of the Company Group are listed on Section 2.20(a) of the Disclosure Letter. (b) Except as set forth in Section 2.20(b) of the Disclosure Letter, each member of the Company Group and the Company Products are, and since the Lookback Date have been, in compliance in all material respects with (i) all Product Laws, and (ii) all terms and conditions imposed in any Product Permits. Except as set forth in Section 2.20(b) of the Disclosure Letter, the Company Products are, and since the Lookback Date have been, (i) properly manufactured, produced, processed, handled, distributed and stored, are not adulterated and are properly packaged, labeled and advertised and fit for the use for which they are intended (as set out on the applicable labelling and packaging), (ii) of good and merchantable quality and condition, (iii) shipped in interstate commerce in accordance with the Product Laws, (iv) registered in all jurisdictions required by applicable Law, (v) in conformity with all express and implied warranties and guaranties; and (vi) free from any material defects. Each member of the Company Group and, to the Sellers’ Knowledge, the suppliers and subcontractors of each member of the Company Group are, compliant in all material respects with all Laws and are not in breach of quality control, product safety, product integrity, facility certification or any similar obligations imposed in Contracts with third parties for the supply of the Company Products. (c) The Company Group has made available to Buyer the standard terms and conditions of sale for all the Company Products (containing applicable guaranty, warranty and similar indemnity provisions). None of the Company Products are subject to any guaranty, warranty or other indemnity beyond such standard terms and conditions of sale. (d) Except as disclosed in Section 2.20(d) of the Disclosure Letter, since the Lookback Date, no member of the Company Group has received or is subject to, (i) any letter, notice or other written adverse communications from any Product Authority ‎regarding compliance with any Product Law; (ii) any written adverse communications from any other Product ‎Authority regarding compliance with any Law relating to the manufacture, storage, distribution, ‎sale, safety, packaging, labeling or advertising of Company Products; or (iii) any written adverse ‎communication or notice of violation from any consumer or individual acting in the public interest, ‎or any attorney acting on behalf of any consumer of individual acting in the public interest. ‎There are no claims or demands pending, or, to Sellers’ Knowledge, threatened, against any member of the Company Group for indemnification from any distributors or retailers regarding voluntary or mandatory recalls or market withdrawals. Since the Lookback Date, except as set forth on Section 2.20(d) of the Disclosure Letter, no member of the Company Group has received written notice of, or been subject to, any claim or finding of deficiency or non-compliance, penalty, fine or sanction, request for corrective or remedial action or other compliance or enforcement action with respect to any Product Authorities, in respect of any of (i) the Company Products, (ii) the ingredients in the Company Products, or (iii) the facilities at which the Company Products are manufactured, packaged, stored, or distributed. Since the Lookback Date, no member of the Company Group has received written notice of, or been subject to, (i) any notice of claim, demand letter, notice of violation, or similar communication from or on behalf of a consumer, retailer or distributor, or (ii) any claim for defense and/or indemnification from or on behalf of any distributor or retailer concerning any claim or allegation of personal/bodily injury, property damage, or false or misleading labeling or advertising with respect to the Company Products. (e) Since the Lookback Date, except as set forth on Section 2.20(e) of the Disclosure Letter, no member of the Company Group has voluntarily or involuntarily initiated, conducted or issued, or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, or other notice or action relating to an alleged lack of safety or regulatory compliance of any of the Company Products. To the Sellers’ Knowledge, there is no reason to believe that a basis for a recall or withdrawal of any of the Company Products would reasonably be required under Product Laws and, to the Sellers’ Knowledge, no recall has been threatened by any Governmental Authority and no recall, market withdrawal or replacement, safety alert, or other notice or action relating to an alleged lack of safety or regulatory compliance of any of the Company Products is being considered by any member of the Company Group. (f) Except as disclosed in Section 2.20(f) of the Disclosure Letter, where applicable each member of the Company Group has obtained all necessary approvals from the U.S. Department of ‎Agriculture (“USDA”), the Environmental Protection Agency, and any applicable state, federal, ‎provincial department or body of agriculture with respect to the importation of any fertilizer or ‎pesticide into any jurisdiction to which a member of the Company ‎Group so imports such materials. (g) Except as disclosed in Section 2.20(g) of the Disclosure Letter, all Company Products which any member of the Company Group sells, distributes ‎or otherwise causes to be entered into commerce have been labeled accurately and as required by ‎all Environmental Laws including, in accordance with the Federal Insecticide, Fungicide and ‎Rodenticide Act, 7 U.S.C. §§ 136 et seq, any federal, state, provincial or territorial labeling Law, ‎and in accordance with applicable industry standards including standards of the Association of ‎American Plant Food Control Officials (“AAPFCO”). The Company has obtained all required ‎certifications with respect to any Company Product that is labeled as “organic” including from the ‎Organic Materials Review Institute, AAPFCO, or other applicable third-party or Governmental ‎Authority, and meets all requirements with respect to any Company Product that is labeled as ‎‎“organic” pursuant to National Organic Standards or any other standard. Each member of the ‎Company Group has adequate processes and systems in place and has adequately educated its ‎personnel in a manner consistent with common industry practice, to comply with all federal, state, ‎provincial, territorial and local Laws relating to handling and labeling of organic products, ‎including the National Organic Standards as promulgated by the USDA. Any product which a ‎member of the Company Group imports for sale as organic has been approved by the National ‎Organic Program of USDA’s Agricultural Marketing Service. All organic product certifications are ‎listed on Section 2.20(a) of the Disclosure Letter, and are in full force and effect.

Products; Recalls. (ai) Section 2.20(a6.12(a) of the Disclosure Letter contains a list of all jurisdictions in which any member of the Company Group HW has registered any of the Company Products pursuant to Product LawsHW Products. All organic product certifications and any Product Permits held by any member of the Company Group are listed on Section 2.20(a) of the Disclosure Letter. (b) Except as set forth in Section 2.20(b) of the Disclosure Letter, each member of the Company Group HW and the Company HW Products are, and since the Lookback Date have been, in compliance in all material respects with (i1) all the applicable Laws administered by the EPA and any Product LawsLaws administered by Product Authorities applicable to the HW Products, and (ii2) all terms and conditions imposed in any Product Permits. Except as set forth in Section 2.20(b) HW Permits granted to HW by any of the Disclosure Letter, the Company Product Authorities. The HW Products are, and since the Lookback Date have been, (i) properly manufactured, produced, processed, handled, distributed and storedstored by HW, are not adulterated and are properly packaged, labeled and advertised by HW and fit for the use for which they are intended (as set out on the applicable labelling and packaging)intended, (ii) of good and merchantable quality and condition, (iii) shipped in interstate commerce in accordance with the Product Laws, (iv) registered in all jurisdictions required by applicable Law, and (v) in conformity with all express and implied warranties and guaranties; and (vi) free from any material defects. Each member To the Knowledge of the Company Group and, to the Sellers’ KnowledgeHW, the suppliers and subcontractors of each member of the Company Group are, HW are compliant in all material respects with all Laws Laws, and are HW is, and to the Knowledge of HW, the suppliers and subcontractors of HW are, not in breach of quality control, product safety, product integrity, facility certification or any similar obligations imposed in Contracts with third parties for the supply of the Company HW Products. (cii) The Company Group HW has made available to Buyer the standard terms and conditions of sale for all the Company HW Products (containing applicable guaranty, warranty and similar indemnity provisions). None of the Company HW Products are is subject to any guaranty, warranty or other indemnity beyond such standard terms and conditions of sale, except for warranties arising under applicable Laws. None of the HW Products is or has been found to be misbranded, packaged, labeled or advertised in a manner contrary to Law or that is, or could reasonably be construed to be, false or misleading under applicable Law. (diii) Except as disclosed in Section 2.20(d) of the Disclosure Letter, since Since the Lookback Date, no member of the Company Group HW has not received or and is not subject to, (i1) any letter, notice or other written adverse communications from any Product Authority ‎regarding EPA regarding compliance with any Product Law; , or (ii2) any written adverse communications from any other Product ‎Authority Authorities regarding compliance with any Law relating to the manufacture, storage, distribution, ‎salesale, safety, packaging, labeling or advertising of Company HW Products; or (iii3) any written adverse ‎communication communication or notice of violation from any consumer or individual acting in the public interest, ‎or or any attorney acting on behalf of any consumer of individual acting in the public interest. ‎There There are no claims or demands pending, or, to Sellers’ Knowledgethe Knowledge of HW, threatened, against any member of the Company Group HW for indemnification from any distributors or retailers regarding voluntary or mandatory recalls or market withdrawals. Since the Lookback Date, except as set forth on Section 2.20(d) of the Disclosure Letter, no member of the Company Group HW has not received written notice of, or been subject to, any claim or finding of deficiency or non-compliance, penalty, fine or sanction, request for corrective or remedial action or other compliance or enforcement action with respect to any Product Authorities, in respect of any of (i) the Company HW Products, (ii) the ingredients in the Company HW Products, or (iii) the facilities at which the Company HW Products are manufactured, packaged, stored, or distributed. Since the Lookback Date, no member of the Company Group HW has not received written notice of, or been subject to, (iA) any notice of claim, demand letter, notice of violation, or similar communication from or on behalf of a an individual, consumer, retailer or distributor, or (iiB) any claim for defense and/or indemnification from or on behalf of any distributor or retailer concerning any claim or allegation of personal/bodily injury, property damage, or false or misleading labeling or advertising with respect to the Company HW Products. (eiv) Since the Lookback Date, except as set forth on Section 2.20(e) of the Disclosure Letter, no member of the Company Group HW has not voluntarily or involuntarily initiated, conducted or issued, or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, or other notice or action relating to an alleged lack of safety or regulatory compliance of any of the Company HW Products. To the Sellers’ KnowledgeKnowledge of HW, there is no reason to believe that a basis for a recall or withdrawal of any of the Company HW Products would reasonably may be required under Product Laws and, any Law applicable to the Sellers’ Knowledge, HW and no recall has been threatened by any Governmental Authority and no recall, market withdrawal or replacement, safety alert, or other notice or action relating to an alleged lack of safety or regulatory compliance of any of the Company HW Products is being considered by any member of the Company GroupHW. (f) Except as disclosed in Section 2.20(f) of the Disclosure Letter, where applicable each member of the Company Group has obtained all necessary approvals from the U.S. Department of ‎Agriculture (“USDA”), the Environmental Protection Agency, and any applicable state, federal, ‎provincial department or body of agriculture with respect to the importation of any fertilizer or ‎pesticide into any jurisdiction to which a member of the Company ‎Group so imports such materials. (g) Except as disclosed in Section 2.20(g) of the Disclosure Letter, all Company Products which any member of the Company Group sells, distributes ‎or otherwise causes to be entered into commerce have been labeled accurately and as required by ‎all Environmental Laws including, in accordance with the Federal Insecticide, Fungicide and ‎Rodenticide Act, 7 U.S.C. §§ 136 et seq, any federal, state, provincial or territorial labeling Law, ‎and in accordance with applicable industry standards including standards of the Association of ‎American Plant Food Control Officials (“AAPFCO”). The Company has obtained all required ‎certifications with respect to any Company Product that is labeled as “organic” including from the ‎Organic Materials Review Institute, AAPFCO, or other applicable third-party or Governmental ‎Authority, and meets all requirements with respect to any Company Product that is labeled as ‎‎“organic” pursuant to National Organic Standards or any other standard. Each member of the ‎Company Group has adequate processes and systems in place and has adequately educated its ‎personnel in a manner consistent with common industry practice, to comply with all federal, state, ‎provincial, territorial and local Laws relating to handling and labeling of organic products, ‎including the National Organic Standards as promulgated by the USDA. Any product which a ‎member of the Company Group imports for sale as organic has been approved by the National ‎Organic Program of USDA’s Agricultural Marketing Service. All organic product certifications are ‎listed on Section 2.20(a) of the Disclosure Letter, and are in full force and effect.

Products; Recalls. (ai) Section 2.20(a4.12(a) of the Disclosure Letter contains a list of all jurisdictions in which any member of the Company Group H&G has registered any of the Company Products pursuant to Product LawsH&G Products. All organic product certifications and any Product Permits held by any member of the Company Group are listed on Section 2.20(a) of the Disclosure Letter. (b) Except as set forth in Section 2.20(b) of the Disclosure Letter, each member of the Company Group H&G and the Company H&G Products are, and since the Lookback Date have been, in compliance in all material respects with (i1) all the applicable Laws administered by the United States Environmental Protection Agency (the “EPA”) and any applicable Laws administered by any other federal, international, state or local Governmental Authority responsible for regulating the manufacture, storage, distribution, sale, safety, packaging, labeling or advertising of the H&G Products (together with the EPA, collectively, the “Product Authorities” and such Laws, collectively, “Product Laws”), and (ii2) all terms and conditions imposed in any Product Permits. Except as set forth in Section 2.20(b) H&G Permits granted to H&G by any of the Disclosure Letter, the Company Product Authorities. The H&G Products are, and since the Lookback Date have been, (i) properly manufactured, produced, processed, handled, distributed and stored, are not adulterated and are properly packaged, labeled and advertised and fit for the use for which they are intended (as set out on the applicable labelling and packaging)intended, (ii) of good and merchantable quality and condition, (iii) shipped in interstate commerce in accordance with the Product Laws, (iv) registered in all jurisdictions required by applicable Law, and (v) in conformity with all express and implied warranties and guaranties; and (vi) free from any material defects. Each member To the Knowledge of the Company Group and, to the Sellers’ KnowledgeH&G, the suppliers and subcontractors of each member of the Company Group are, H&G are compliant in all material respects with all Laws Laws, and are H&G is, and to the Knowledge of H&G, the suppliers and subcontractors of H&G are, not in breach of quality control, product safety, product integrity, facility certification or any similar obligations imposed in Contracts with third parties for the supply of the Company H&G Products. (cii) The Company Group H&G has made available to Buyer the standard terms and conditions of sale for all the Company H&G Products (containing applicable guaranty, warranty and similar indemnity provisions). None of the Company H&G Products are is subject to any guaranty, warranty or other indemnity beyond such standard terms and conditions of sale, except for warranties arising under applicable Laws. None of the H&G Products is or has been found to be misbranded, packaged, labeled or advertised in a manner contrary to Law or that is, or could reasonably be construed to be, false or misleading under applicable Law. (diii) Except as disclosed in Section 2.20(d) of the Disclosure Letter, since Since the Lookback Date, no member of the Company Group H&G has not received or and is not subject to, (i1) any letter, notice or other written adverse communications from any Product Authority ‎regarding compliance with any Product Law; (ii) any written adverse communications from any other Product ‎Authority EPA regarding compliance with any Law relating to the manufacture, storage, distribution, ‎sale, safety, packaging, labeling or advertising of Company Products; or (iii) any written adverse ‎communication or notice of violation from any consumer or individual acting in the public interest, ‎or any attorney acting on behalf of any consumer of individual acting in the public interest. ‎There are no claims or demands pendingLaw, or, to Sellers’ Knowledge, threatened, against any member of the Company Group for indemnification from any distributors or retailers regarding voluntary or mandatory recalls or market withdrawals. Since the Lookback Date, except as set forth on Section 2.20(d) of the Disclosure Letter, no member of the Company Group has received written notice of, or been subject to, any claim or finding of deficiency or non-compliance, penalty, fine or sanction, request for corrective or remedial action or other compliance or enforcement action with respect to any Product Authorities, in respect of any of (i) the Company Products, (ii) the ingredients in the Company Products, or (iii) the facilities at which the Company Products are manufactured, packaged, stored, or distributed. Since the Lookback Date, no member of the Company Group has received written notice of, or been subject to, (i) any notice of claim, demand letter, notice of violation, or similar communication from or on behalf of a consumer, retailer or distributor, or (ii) any claim for defense and/or indemnification from or on behalf of any distributor or retailer concerning any claim or allegation of personal/bodily injury, property damage, or false or misleading labeling or advertising with respect to the Company Products. (e) Since the Lookback Date, except as set forth on Section 2.20(e) of the Disclosure Letter, no member of the Company Group has voluntarily or involuntarily initiated, conducted or issued, or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, or other notice or action relating to an alleged lack of safety or regulatory compliance of any of the Company Products. To the Sellers’ Knowledge, there is no reason to believe that a basis for a recall or withdrawal of any of the Company Products would reasonably be required under Product Laws and, to the Sellers’ Knowledge, no recall has been threatened by any Governmental Authority and no recall, market withdrawal or replacement, safety alert, or other notice or action relating to an alleged lack of safety or regulatory compliance of any of the Company Products is being considered by any member of the Company Group. (f) Except as disclosed in Section 2.20(f) of the Disclosure Letter, where applicable each member of the Company Group has obtained all necessary approvals from the U.S. Department of ‎Agriculture (“USDA”), the Environmental Protection Agency, and any applicable state, federal, ‎provincial department or body of agriculture with respect to the importation of any fertilizer or ‎pesticide into any jurisdiction to which a member of the Company ‎Group so imports such materials. (g) Except as disclosed in Section 2.20(g) of the Disclosure Letter, all Company Products which any member of the Company Group sells, distributes ‎or otherwise causes to be entered into commerce have been labeled accurately and as required by ‎all Environmental Laws including, in accordance with the Federal Insecticide, Fungicide and ‎Rodenticide Act, 7 U.S.C. §§ 136 et seq, any federal, state, provincial or territorial labeling Law, ‎and in accordance with applicable industry standards including standards of the Association of ‎American Plant Food Control Officials (“AAPFCO”). The Company has obtained all required ‎certifications with respect to any Company Product that is labeled as “organic” including from the ‎Organic Materials Review Institute, AAPFCO, or other applicable third-party or Governmental ‎Authority, and meets all requirements with respect to any Company Product that is labeled as ‎‎“organic” pursuant to National Organic Standards or any other standard. Each member of the ‎Company Group has adequate processes and systems in place and has adequately educated its ‎personnel in a manner consistent with common industry practice, to comply with all federal, state, ‎provincial, territorial and local Laws relating to handling and labeling of organic products, ‎including the National Organic Standards as promulgated by the USDA. Any product which a ‎member of the Company Group imports for sale as organic has been approved by the National ‎Organic Program of USDA’s Agricultural Marketing Service. All organic product certifications are ‎listed on Section 2.20(a) of the Disclosure Letter, and are in full force and effect.

Products; Recalls. (a) Section 2.20(a2.21(a) of the Disclosure Letter contains a list of all jurisdictions in which any member of the Company Group has registered any of the Company Products pursuant to Product LawsProducts. All organic product certifications and any Product Permits held by any member of the The Company Group are listed on Section 2.20(a) of the Disclosure Letter. (b) Except as set forth in Section 2.20(b) of the Disclosure Letter, each member of the Company Group and the Company Products are, and since the Lookback Date have been, in compliance in all material respects with (i) the applicable Laws administered by the United States Environmental Protection Agency (the “EPA”) and any applicable Laws administered by any other federal, international, state or local Governmental Authority responsible for regulating the manufacture, storage, distribution, sale, safety, packaging, labeling or advertising of the Company Products (together with the EPA, collectively, the “Product Authorities” and all such Laws, collectively, “Product Laws”), and (ii) all terms and conditions imposed in any Permits granted to the Company by any Product PermitsAuthority. Except as set forth in Section 2.20(b) of the Disclosure Letter, the The Company Products are, and since the Lookback Date have been, (i) properly manufactured, produced, processed, handled, distributed and stored, are not adulterated and are properly packaged, labeled and advertised and fit for the use for which they are intended (as set out on the applicable labelling and packaging)intended, (ii) of good and merchantable quality and condition, (iii) shipped in interstate commerce in accordance with the Product Laws, (iv) registered in all jurisdictions required by applicable Law, and (v) in conformity with all express and implied warranties and guaranties; and (vi) free from any material defects. Each member of the The Company Group and, to the Sellers’ Seller’s Knowledge, the suppliers and subcontractors of each member of the Company Group are, compliant in all material respects with all Laws and are not in breach of quality control, product safety, product integrity, facility certification or any similar obligations imposed in Contracts with third parties for the supply of the Company Products. (cb) The Company Group has made available to Buyer the standard terms and conditions of sale for all the Company Products (containing applicable guaranty, warranty and similar indemnity provisions). None of the Company Products are subject to any guaranty, warranty or other indemnity beyond such standard terms and conditions of sale. (d) . Except as disclosed in set forth on Section 2.20(d2.21(b) of the Disclosure Letter, since none of the Company Products are or have been found to be misbranded, packaged, labeled or advertised in a manner contrary to Laws or that is, or could reasonably be construed to be, false or misleading. (a) Since the Lookback Date, no member of the Company Group has not received or and is not subject to, (i) any letter, notice or other written adverse communications from any Product Authority ‎regarding EPA regarding compliance with any Product Law; (ii) any written adverse communications from any other Product ‎Authority Authority regarding compliance with any Law relating to the manufacture, storage, distribution, ‎salesale, safety, packaging, labeling or advertising of Company Products; or (iii) any written adverse ‎communication communication or notice of violation from any consumer or individual acting in the public interest, ‎or or any attorney acting on behalf of any consumer of individual acting in the public interest. ‎There There are no claims or demands pending, or, to Sellers’ Seller’s Knowledge, threatened, against any member of the Company Group for indemnification from any distributors or retailers regarding voluntary or mandatory recalls or market withdrawals. Since the Lookback Date, except as set forth on Section 2.20(d2.21(b) of the Disclosure Letter, no member of the Company Group has not received written notice of, or been subject to, any claim or finding of deficiency or non-compliance, penalty, fine or sanction, request for corrective or remedial action or other compliance or enforcement action with respect to any Product Authorities, in respect of any of (i) the Company Products, (ii) the ingredients in the Company Products, or (iii) the facilities at which the Company Products are manufactured, packaged, stored, or distributed. Since the Lookback Date, no member of the Company Group has not received written notice of, or been subject to, (i) any notice of claim, demand letter, notice of violation, or similar communication from or on behalf of a an individual, consumer, retailer or distributor, or (ii) any claim for defense and/or indemnification from or on behalf of any distributor or retailer concerning any claim or allegation of personal/bodily injury, property damage, or false or misleading labeling or advertising with respect to the Company Products. (eb) Since the Lookback Date, except as set forth on Section 2.20(e2.21(b) of the Disclosure Letter, no member of the Company Group has not voluntarily or involuntarily initiated, conducted or issued, or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, or other notice or action relating to an alleged lack of safety or regulatory compliance of any of the Company Products. To the Sellers’ Seller’s Knowledge, there is no reason to believe that a basis for a recall or withdrawal of any of the Company Products would reasonably may be required under Product Laws or any policy applicable to the Company and, to the Sellers’ Seller’s Knowledge, no recall has been threatened by any Governmental Authority and no recall, market withdrawal or replacement, safety alert, or other notice or action relating to an alleged lack of safety or regulatory compliance of any of the Company Products is being considered by any member of the Company GroupCompany. (f) Except as disclosed in Section 2.20(f) of the Disclosure Letter, where applicable each member of the Company Group has obtained all necessary approvals from the U.S. Department of ‎Agriculture (“USDA”), the Environmental Protection Agency, and any applicable state, federal, ‎provincial department or body of agriculture with respect to the importation of any fertilizer or ‎pesticide into any jurisdiction to which a member of the Company ‎Group so imports such materials. (g) Except as disclosed in Section 2.20(g) of the Disclosure Letter, all Company Products which any member of the Company Group sells, distributes ‎or otherwise causes to be entered into commerce have been labeled accurately and as required by ‎all Environmental Laws including, in accordance with the Federal Insecticide, Fungicide and ‎Rodenticide Act, 7 U.S.C. §§ 136 et seq, any federal, state, provincial or territorial labeling Law, ‎and in accordance with applicable industry standards including standards of the Association of ‎American Plant Food Control Officials (“AAPFCO”). The Company has obtained all required ‎certifications with respect to any Company Product that is labeled as “organic” including from the ‎Organic Materials Review Institute, AAPFCO, or other applicable third-party or Governmental ‎Authority, and meets all requirements with respect to any Company Product that is labeled as ‎‎“organic” pursuant to National Organic Standards or any other standard. Each member of the ‎Company Group has adequate processes and systems in place and has adequately educated its ‎personnel in a manner consistent with common industry practice, to comply with all federal, state, ‎provincial, territorial and local Laws relating to handling and labeling of organic products, ‎including the National Organic Standards as promulgated by the USDA. Any product which a ‎member of the Company Group imports for sale as organic has been approved by the National ‎Organic Program of USDA’s Agricultural Marketing Service. All organic product certifications are ‎listed on Section 2.20(a) of the Disclosure Letter, and are in full force and effect.

Products; Recalls. (ai) Section 2.20(a10.12(a) of the Disclosure Letter contains a list of all jurisdictions in which any member of the Company Group SC has registered any of the Company Products pursuant to Product LawsSC Products. All organic product certifications and any Product Permits held by any member of the Company Group are listed on Section 2.20(a) of the Disclosure Letter. (b) Except as set forth in Section 2.20(b) of the Disclosure Letter, each member of the Company Group SC and the Company SC Products are, and since the Lookback Date have been, in compliance in all material respects with (i1) all the applicable Laws administered by the EPA and any Product LawsLaws administered by Product Authorities applicable to the SC Products, and (ii2) all terms and conditions imposed in any Product Permits. Except as set forth in Section 2.20(b) SC Permits granted to SC by any of the Disclosure Letter, the Company Product Authorities. The SC Products are, and since the Lookback Date have been, (i) properly manufactured, produced, processed, handled, distributed and stored, are not adulterated and are properly packaged, labeled and advertised and fit for the use for which they are intended (as set out on the applicable labelling and packaging)intended, (ii) of good and merchantable quality and condition, (iii) shipped in interstate commerce in accordance with the Product Laws, (iv) registered in all jurisdictions required by applicable Law, and (v) in conformity with all express and implied warranties and guaranties; and (vi) free from any material defects. Each member To the Knowledge of the Company Group and, to the Sellers’ KnowledgeSC, the suppliers and subcontractors of each member of the Company Group are, SC are compliant in all material respects with all Laws Laws, and are SC is, and to the Knowledge of SC, the suppliers and subcontractors of SC are, not in breach of quality control, product safety, product integrity, facility certification or any similar obligations imposed in Contracts with third parties for the supply of the Company SC Products. (cii) The Company Group SC has made available to Buyer the standard terms and conditions of sale for all the Company SC Products (containing applicable guaranty, warranty and similar indemnity provisions). None of the Company SC Products are is subject to any guaranty, warranty or other indemnity beyond such standard terms and conditions of sale, except for warranties arising under applicable Laws. None of the SC Products is or has been found to be misbranded, packaged, labeled or advertised in a manner contrary to Law or that is, or could reasonably be construed to be, false or misleading under applicable Law. (diii) Except as disclosed in Section 2.20(d) of the Disclosure Letter, since Since the Lookback Date, no member of the Company Group SC has not received or and is not subject to, (i1) any letter, notice or other written adverse communications from any Product Authority ‎regarding EPA regarding compliance with any Product Law; , or (ii2) any written adverse communications from any other Product ‎Authority Authorities regarding compliance with any Law relating to the manufacture, storage, distribution, ‎salesale, safety, packaging, labeling or advertising of Company SC Products; or (iii3) any written adverse ‎communication communication or notice of violation from any consumer or individual acting in the public interest, ‎or or any attorney acting on behalf of any consumer of individual acting in the public interest. ‎There There are no claims or demands pending, or, to Sellers’ Knowledgethe Knowledge of SC, threatened, against any member of the Company Group SC for indemnification from any distributors or retailers regarding voluntary or mandatory recalls or market withdrawals. Since the Lookback Date, except as set forth on Section 2.20(d) of the Disclosure Letter, no member of the Company Group SC has not received written notice of, or been subject to, any claim or finding of deficiency or non-compliance, penalty, fine or sanction, request for corrective or remedial action or other compliance or enforcement action with respect to any Product Authorities, in respect of any of (i) the Company SC Products, (ii) the ingredients in the Company SC Products, or (iii) the facilities at which the Company SC Products are manufactured, packaged, stored, or distributed. Since the Lookback Date, no member of the Company Group SC has not received written notice of, or been subject to, (iA) any notice of claim, demand letter, notice of violation, or similar communication from or on behalf of a an individual, consumer, retailer or distributor, or (iiB) any claim for defense and/or indemnification from or on behalf of any distributor or retailer concerning any claim or allegation of personal/bodily injury, property damage, or false or misleading labeling or advertising with respect to the Company SC Products. (eiv) Since the Lookback Date, except as set forth on Section 2.20(e) of the Disclosure Letter, no member of the Company Group SC has not voluntarily or involuntarily initiated, conducted or issued, or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, or other notice or action relating to an alleged lack of safety or regulatory compliance of any of the Company SC Products. To the Sellers’ KnowledgeKnowledge of SC, there is no reason to believe that a basis for a recall or withdrawal of any of the Company SC Products would reasonably may be required under Product Laws and, any Law applicable to the Sellers’ Knowledge, SC and no recall has been threatened by any Governmental Authority and no recall, market withdrawal or replacement, safety alert, or other notice or action relating to an alleged lack of safety or regulatory compliance of any of the Company SC Products is being considered by any member of the Company GroupSC. (f) Except as disclosed in Section 2.20(f) of the Disclosure Letter, where applicable each member of the Company Group has obtained all necessary approvals from the U.S. Department of ‎Agriculture (“USDA”), the Environmental Protection Agency, and any applicable state, federal, ‎provincial department or body of agriculture with respect to the importation of any fertilizer or ‎pesticide into any jurisdiction to which a member of the Company ‎Group so imports such materials. (g) Except as disclosed in Section 2.20(g) of the Disclosure Letter, all Company Products which any member of the Company Group sells, distributes ‎or otherwise causes to be entered into commerce have been labeled accurately and as required by ‎all Environmental Laws including, in accordance with the Federal Insecticide, Fungicide and ‎Rodenticide Act, 7 U.S.C. §§ 136 et seq, any federal, state, provincial or territorial labeling Law, ‎and in accordance with applicable industry standards including standards of the Association of ‎American Plant Food Control Officials (“AAPFCO”). The Company has obtained all required ‎certifications with respect to any Company Product that is labeled as “organic” including from the ‎Organic Materials Review Institute, AAPFCO, or other applicable third-party or Governmental ‎Authority, and meets all requirements with respect to any Company Product that is labeled as ‎‎“organic” pursuant to National Organic Standards or any other standard. Each member of the ‎Company Group has adequate processes and systems in place and has adequately educated its ‎personnel in a manner consistent with common industry practice, to comply with all federal, state, ‎provincial, territorial and local Laws relating to handling and labeling of organic products, ‎including the National Organic Standards as promulgated by the USDA. Any product which a ‎member of the Company Group imports for sale as organic has been approved by the National ‎Organic Program of USDA’s Agricultural Marketing Service. All organic product certifications are ‎listed on Section 2.20(a) of the Disclosure Letter, and are in full force and effect.

Products; Recalls. (ai) Section 2.20(a8.12(a) of the Disclosure Letter contains a list of all jurisdictions in which any member of the Company Group Allied has registered any of the Company Products pursuant to Product LawsAllied Products. All organic product certifications and any Product Permits held by any member of the Company Group are listed on Section 2.20(a) of the Disclosure Letter. (b) Except as set forth in Section 2.20(b) of the Disclosure Letter, each member of the Company Group Allied and the Company Allied Products are, and since the Lookback Date have been, in compliance in all material respects with (i1) all the applicable Laws administered by the EPA and any Product LawsLaws administered by Product Authorities applicable to the Allied Products, and (ii2) all terms and conditions imposed in any Product Permits. Except as set forth in Section 2.20(b) Allied Permits granted to Allied by any of the Disclosure Letter, the Company Product Authorities. The Allied Products are, and since the Lookback Date have been, (i) properly manufactured, produced, processed, handled, distributed and storedstored by Allied, are not adulterated and are properly packaged, labeled and advertised by Allied and fit for the use for which they are intended (as set out on the applicable labelling and packaging)intended, (ii) of good and merchantable quality and condition, (iii) shipped in interstate commerce in accordance with the Product Laws, (iv) registered in all jurisdictions required by applicable Law, and (v) in conformity with all express and implied warranties and guaranties; and (vi) free from any material defects. Each member To the Knowledge of the Company Group and, to the Sellers’ KnowledgeAllied, the suppliers and subcontractors of each member of the Company Group are, Allied are compliant in all material respects with all Laws Laws, and are Allied is, and to the Knowledge of Allied, the suppliers and subcontractors of Allied are, not in breach of quality control, product safety, product integrity, facility certification or any similar obligations imposed in Contracts with third parties for the supply of the Company Allied Products. (cii) The Company Group Allied has made available to Buyer the standard terms and conditions of sale for all the Company Allied Products (containing applicable guaranty, warranty and similar indemnity provisions). None of the Company Allied Products are is subject to any guaranty, warranty or other indemnity beyond such standard terms and conditions of sale, except for warranties arising under applicable Laws. None of the Allied Products is or has been found to be misbranded, packaged, labeled or advertised in a manner contrary to Law or that is, or could reasonably be construed to be, false or misleading under applicable Law. (diii) Except as disclosed in Section 2.20(d) of the Disclosure Letter, since Since the Lookback Date, no member of the Company Group Allied has not received or and is not subject to, (i1) any letter, notice or other written adverse communications from any Product Authority ‎regarding EPA regarding compliance with any Product Law; , or (ii2) any written adverse communications from any other Product ‎Authority Authorities regarding compliance with any Law relating to the manufacture, storage, distribution, ‎salesale, safety, packaging, labeling or advertising of Company Allied Products; or (iii3) any written adverse ‎communication communication or notice of violation from any consumer or individual acting in the public interest, ‎or or any attorney acting on behalf of any consumer of individual acting in the public interest. ‎There There are no claims or demands pending, or, to Sellers’ Knowledgethe Knowledge of Allied, threatened, against any member of the Company Group Allied for indemnification from any distributors or retailers regarding voluntary or mandatory recalls or market withdrawals. Since the Lookback Date, except as set forth on Section 2.20(d) of the Disclosure Letter, no member of the Company Group Allied has not received written notice of, or been subject to, any claim or finding of deficiency or non-compliance, penalty, fine or sanction, request for corrective or remedial action or other compliance or enforcement action with respect to any Product Authorities, in respect of any of (i) the Company Allied Products, (ii) the ingredients in the Company Allied Products, or (iii) the facilities at which the Company Allied Products are manufactured, packaged, stored, or distributed. Since the Lookback Date, no member of the Company Group Allied has not received written notice of, or been subject to, (iA) any notice of claim, demand letter, notice of violation, or similar communication from or on behalf of a an individual, consumer, retailer or distributor, or (iiB) any claim for defense and/or indemnification from or on behalf of any distributor or retailer concerning any claim or allegation of personal/bodily injury, property damage, or false or misleading labeling or advertising with respect to the Company Allied Products. (eiv) Since the Lookback Date, except as set forth on Section 2.20(e) of the Disclosure Letter, no member of the Company Group Allied has not voluntarily or involuntarily initiated, conducted or issued, or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, or other notice or action relating to an alleged lack of safety or regulatory compliance of any of the Company Allied Products. To the Sellers’ KnowledgeKnowledge of Allied, there is no reason to believe that a basis for a recall or withdrawal of any of the Company Allied Products would reasonably may be required under Product Laws and, any Law applicable to the Sellers’ Knowledge, Allied and no recall has been threatened by any Governmental Authority and no recall, market withdrawal or replacement, safety alert, or other notice or action relating to an alleged lack of safety or regulatory compliance of any of the Company Allied Products is being considered by any member of the Company GroupAllied. (f) Except as disclosed in Section 2.20(f) of the Disclosure Letter, where applicable each member of the Company Group has obtained all necessary approvals from the U.S. Department of ‎Agriculture (“USDA”), the Environmental Protection Agency, and any applicable state, federal, ‎provincial department or body of agriculture with respect to the importation of any fertilizer or ‎pesticide into any jurisdiction to which a member of the Company ‎Group so imports such materials. (g) Except as disclosed in Section 2.20(g) of the Disclosure Letter, all Company Products which any member of the Company Group sells, distributes ‎or otherwise causes to be entered into commerce have been labeled accurately and as required by ‎all Environmental Laws including, in accordance with the Federal Insecticide, Fungicide and ‎Rodenticide Act, 7 U.S.C. §§ 136 et seq, any federal, state, provincial or territorial labeling Law, ‎and in accordance with applicable industry standards including standards of the Association of ‎American Plant Food Control Officials (“AAPFCO”). The Company has obtained all required ‎certifications with respect to any Company Product that is labeled as “organic” including from the ‎Organic Materials Review Institute, AAPFCO, or other applicable third-party or Governmental ‎Authority, and meets all requirements with respect to any Company Product that is labeled as ‎‎“organic” pursuant to National Organic Standards or any other standard. Each member of the ‎Company Group has adequate processes and systems in place and has adequately educated its ‎personnel in a manner consistent with common industry practice, to comply with all federal, state, ‎provincial, territorial and local Laws relating to handling and labeling of organic products, ‎including the National Organic Standards as promulgated by the USDA. Any product which a ‎member of the Company Group imports for sale as organic has been approved by the National ‎Organic Program of USDA’s Agricultural Marketing Service. All organic product certifications are ‎listed on Section 2.20(a) of the Disclosure Letter, and are in full force and effect.