Quality and Safety of Products. (a) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the Company nor any of its Subsidiaries has, since February 25, 2017, received written notice in connection with any product sold, produced or distributed by or on behalf of the Company or any of its Subsidiaries of any claim or allegation against the Company or any of its Subsidiaries, or been a party to, subject to or threatened with, any Action or investigation against or affecting, the Company or any of its Subsidiaries as a result of manufacturing, storage, quality, packaging or labeling of any product produced, sold or distributed by or on behalf of the Company or any of its Subsidiaries.
(b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the food and non-food inventory held for sale to customers by the Company or any of its Subsidiaries, including grocery, frozen, dairy, deli, produce, meat, general merchandise and health and beauty products, which is held at, or is in transit from or to, any of the Company’s or any of its Subsidiaries’ premises, whether or not reflected in the consolidated financial statements (the “Company Products”), (A) is of a quality and condition merchantable in the ordinary course of business, (B) is subject to reasonably designed procedures for storage and handling in conformity with industry standards and reasonably good business practice and (C) since February 25, 2017, has not been subject to a voluntary recall by the Company or its Subsidiaries, by the manufacturer or distributor of the Company Products or any Governmental Entity nor subject to, to the Knowledge of the Company, a written threat of any such recall. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the food and beverage products of the Company or any Subsidiary prepared and/or served by the Company at the Company’s stores for people are suitable for human consumption when consumed in the intended manner (and assuming not in excessive quantities or by individuals with special sensitivities, allergies or health conditions that could be impacted by such products).
(c) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the Company nor any of its Subsidiaries has, since Febru...
Quality and Safety of Products. (a) Since the Spin Date, neither the Company nor any of its Subsidiaries has received written notice from (i) any of its customers that such customer has, (A) received any written notice or allegation from a Governmental Authority, (B) been a party or subject to any Action brought or initiated by a Governmental Authority or (C) been threatened in writing by a Governmental Authority with any Action or investigation or (ii) a Governmental Authority that contained allegations or threatened or stated a basis for initiating an Action or investigation, in each of the foregoing clauses (i) and (ii), with respect to the failure or alleged failure of any product produced, sold or distributed by or on behalf of the Company or any of its Subsidiaries to meet applicable manufacturing, quality or labeling standards established by Law, except, in each case, that would not be material to the Company and its Subsidiaries, taken as a whole.
(b) Since the Spin Date, except as set forth on Section 4.20 of the Company Disclosure Letter, (i) no product or services being produced or sold by or on behalf of the Company or any of its Subsidiaries has been the subject of any recall (whether or not ordered by a Governmental Authority), suspension, market withdrawal, safety alert or similar action that is material to the Company and its Subsidiaries, taken as a whole, and (ii) the Company and its Subsidiaries have not received any written notice from any customer or Governmental Authority in connection with a claim or allegation against the Company or its Subsidiaries, in each case related to any such recall, except in each of the foregoing clauses (i) and (ii) for any such recalls that would not, be material to the Company and its Subsidiaries, taken as a whole.
Quality and Safety of Products. Since December 27, 2014, Xxxxx has not received any written notice in connection with any product produced, sold or distributed by or on behalf of Kraft or any of the Kraft Subsidiaries of any claim or allegation against Kraft or any of the Kraft Subsidiaries, nor has Kraft or any of the Kraft Subsidiaries been a party or subject to any action, suit or proceeding pending against, or, to Kraft’s knowledge, any action, suit, investigation or proceeding threatened against or affecting, Kraft or any of the Kraft Subsidiaries as a result of manufacturing, storage, quality, packaging or labeling of any product produced, sold or distributed by or on behalf of Kraft or any of the Kraft Subsidiaries, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Kraft. The manufacturing and storage practices, preparation, ingredients, composition, and packaging and labeling for each of the products of Kraft and the Kraft Subsidiaries are in compliance with all applicable Laws, including applicable Laws relating to food and beverage manufacturing, storage, preparation, packaging and labeling, including the rules and regulations of the Food and Drug Administration, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Kraft. Since December 27, 2014,
(a) there have been no recalls of any product of Kraft or any of the Kraft Subsidiaries, whether ordered by a Governmental Entity or undertaken voluntarily by Kraft or any of the Kraft Subsidiaries and (b) none of the products of Kraft or any of the Kraft Subsidiaries have been adulterated, misbranded, mispackaged, or mislabeled in violation of applicable Law, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Kraft.
Quality and Safety of Products. (a) Since January 1, 2014, neither the Company nor any of its Subsidiaries has received written notice from (i) any of its customers that such customer has (A) received any written notice or allegation from a Governmental Authority, (B) been a party or subject to any Action brought or initiated by a Governmental Authority or (C) been threatened in writing by a Governmental Authority with any Action or (ii) a Governmental Authority that contained allegations or threatened or stated a basis for initiating an Action, in each of the foregoing clauses (i) and (ii), with respect to the failure or alleged failure of any product produced, sold or distributed by or on behalf of the Company or any of its Subsidiaries to meet applicable manufacturing, quality or labeling standards established by Law, except, in the case of each of clause (i) and (ii), as would not have a Company Material Adverse Effect.
(b) Since January 1, 2014, (i) there have been no recalls of any product of the Company or any of its Subsidiaries whether ordered by a Governmental Authority or undertaken voluntarily by the Company or any of its Subsidiaries and (ii) the Company has not received any written notice from any customer or Governmental Authority in connection with a claim or allegation against the Company or its Subsidiaries, in each case related to any such recall, except in each of the foregoing clauses (i) and (ii) for any such recalls that would not have a Company Material Adverse Effect.
Quality and Safety of Products. Since July 1, 2015, the Company has not received any written notice in connection with any product produced, sold or distributed by or on behalf of the Company or any of its Subsidiaries of any claim or allegation against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries been a party or subject to any Proceeding pending against, or, to the Company’s Knowledge, any Proceeding threatened against, the Company or any of its Subsidiaries as a result of manufacturing, storage, quality, packaging, marketing, advertising or labeling of any product produced, sold or distributed by or on behalf of the Company or any of its Subsidiaries, except, in each case, as would not reasonably be expected be material to the Company and its Subsidiaries, taken as a whole. Except as set forth in Section 3.1(q) of the Company Disclosure Schedule, since January 3, 2016, (i) there have been no recalls of any product of the Company or any of its Subsidiaries, whether ordered by a Governmental Authority or undertaken voluntarily by the Company or any of its Subsidiaries and (ii) none of the products of the Company or any of its Subsidiaries have been adulterated, misbranded, mispackaged, mismarketed, misadvertised or mislabeled in violation of applicable Governmental Authorization or Law (collectively, “Food Safety Laws”), except, in each case, as would not reasonably be expected be material to the Company and its Subsidiaries, taken as a whole.
Quality and Safety of Products. (a) Since January 1, 2020, neither the Company nor any of its Subsidiaries has received written notice from (i) any of its customers that such customer has (A) received any written notice or allegation from a Governmental Authority, (B) been a party or subject to any action, suit, investigation or proceeding brought or initiated by a Governmental Authority, or (C) been threatened in writing by a Governmental Authority with any action, suit, investigation or proceeding or (ii) a Governmental Authority that contained allegations or threatened or stated a basis for initiating an Action, in each of the foregoing clauses (i) and (ii), with respect to the failure or alleged failure of any product produced, sold or distributed by or on behalf of the Company or any of its Subsidiaries to meet applicable manufacturing, quality or labeling standards established by Law, except, in the case of each of clause (i) and (ii), as would not have a Company Material Adverse Effect.
(b) Since January 1, 2020, (i) there have been no recalls of any product of the Company or any Subsidiary whether ordered by a Governmental Authority or undertaken voluntarily by the Company or any Subsidiary and (ii) the Company has not received any written notice from any customer or Governmental Authority in connection with a claim or allegation against the Company or its Subsidiaries, in each case related to any such recall, except in each of the foregoing clauses (i) and (ii) for any such recalls that would not have a Company Material Adverse Effect.
Quality and Safety of Products. (a) Since December 31, 2014, neither the Company nor any of the Company Subsidiaries has received written notice from (i) any of its customers, distributors or dealers that such customer, distributor or dealer has (A) received any written notice or allegation from a Governmental Authority, (B) been a party or subject to any Action brought or initiated by a Governmental Authority or (C) been threatened in writing by a Governmental Authority with any Action or (ii) a Governmental Authority that contained allegations or threatened or stated a basis for initiating an Action, in each of the foregoing clauses (i) and (ii), with respect to the failure or alleged failure of any product produced, sold or distributed by or on behalf of the Company or any of the Company Subsidiaries (each such product, a “Company Product”) to meet applicable manufacturing, quality or labeling standards established by Law, except, in the case of each of clause (i) and (ii), as would not be material to the Company and the Company Subsidiaries, taken as whole.
(b) Since December 31, 2014, (i) there have been no recalls of any Company Products whether ordered by a Governmental Authority or undertaken voluntarily by the Company or any of the Company Subsidiaries and (ii) the Company has not received any written notice from any customer, distributor, dealer or Governmental Authority in connection with a claim or allegation against the Company or any of the Company Subsidiaries, in each case related to any such recall, except in each of the foregoing clauses (i) and (ii) for any such recalls that would not be material to the Company and the Company Subsidiaries, taken as whole.
Quality and Safety of Products. (a) Since January 1, 2014, neither Parent nor any of its Subsidiaries has received written notice from (i) any of its customers that such customer has (A) received any written notice or allegation from a Governmental Authority, (B) been a party or subject to any Action brought or initiated by a Governmental Authority or (C) been threatened in writing by a Governmental Authority with any Action or (ii) a Governmental Authority that contained allegations or threatened or stated a basis for initiating an Action, in each of the foregoing clauses (i) and (ii), with respect to the failure or alleged failure of any product produced, sold or distributed by or on behalf of Parent or any of its Subsidiaries to meet applicable manufacturing, quality or labeling standards established by Law, except, in the case of each of clause (i) and (ii), as would not have a Parent Material Adverse Effect.
Quality and Safety of Products. Except as otherwise set forth on Schedule 3.11:
(a) To the Knowledge of Selling Parties, all products manufactured, sold, or distributed by or on behalf of Company have conformed in all material respects with all applicable Laws, all applicable contractual commitments, all product specifications, and all express and implied warranties, except to the extent that any such failure would not be reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Company. Company has no liability (and, to the Knowledge of Selling Parties, there is no reasonable basis for any present or future claim against Company giving rise to any such liability) for replacement thereof or other damages in connection therewith, except to the extent that any such liability would not be reasonably expected to have, individually or in the aggregate, a material adverse effect on the Company. Neither Company nor Parent has received any written notice, in connection with any product produced, sold or distributed by or on behalf of Company, of any claim or allegation against Company, nor has either Company or Parent been a party or subject to any action against or affecting, Company or any of its Affiliates relating to bodily or personal injury, death, property or economic damages, any claim for punitive or exemplary damages, any claim for contribution or indemnification or any claim for injunctive relief as a result of any product produced, sold or distributed by or on behalf of Company. To the Knowledge of Selling Parties, no such action is threatened against Company, except to the extent that any such action would not be reasonably expected to have, individually or in the aggregate, a material adverse effect on the Company. To the Knowledge of Selling Parties, the Company has not been and is not subject to reporting to the Reportable Food Registry maintained by the FDA.
(b) To the Knowledge of Selling Parties, the manufacturing and storage practices, preparation, ingredients, composition, and packaging and labeling for each of the products of Company (i) are in material compliance with all applicable Laws, including applicable Laws relating to food and beverage manufacturing, storage, preparation, packaging and labeling; and (ii) are in material compliance with good manufacturing practices and all internal quality management policies and procedures of Company, except to the extent that any such failure would not be reasonably expected to have, indivi...
Quality and Safety of Products. (a) All products manufactured, sold or distributed by the Company or any Company’s Subsidiary (“Products”) have been in material conformity with all applicable contractual commitments, applicable Laws and all express and implied warranties, in each case, to the extent applicable. Neither the Company nor any of its Subsidiaries has any material liability (and, to the Knowledge of the Company, there is no reasonable basis for any present or future Action against the Company or any of its Subsidiaries giving rise to any such material liability) for replacement thereof or other damages in connection therewith. Neither the Company nor any of the Company’s Subsidiaries has been notified in writing of any material claims (and to the Knowledge of the Company no such claim has been threatened) for any extraordinary Product returns or warranty obligations relating to any of its Products. Neither the Company nor any of the Company’s Subsidiaries has or in the last two (2) years has had any material liability (and, to the Knowledge of the Company, there is no reasonable basis for any present or future Action against it giving rise to any such material liability) arising out of any injury to individuals or property as a result of the ownership, possession or use of any Products.
(b) During the two (2) year period ending on the Agreement Date, (i) there have been no recalls, market withdrawals or similar actions (“Recalls”), whether or not ordered by a Governmental Entity, with respect to any of the Products, and (ii) neither the Company nor any Company’s Subsidiary has: (A) voluntarily or involuntarily initiated, or caused to be initiated, any Recall of any Product or (B) received any written notice from any Governmental Entity in connection with a claim against the Company or any Subsidiary, in each case, related to any Recall of any Product.
(c) Neither the Company nor any of its Subsidiaries has, at any time during the two (2) year period ending on the date hereof, received any written notice from a Governmental Entity commencing, or threatening to initiate, an enforcement action to enjoin the production, sale or marketing of any Products.
