Common use of Supplier Representations Clause in Contracts

Supplier Representations. Supplier represents and warrants to Purchaser that: (a) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Supplier corporate action; (b) this Agreement is a legal and valid obligation binding upon Supplier and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Supplier is a party or by which it is bound; (c) Supplier has the full right and legal capacity to grant the rights granted to Purchaser hereunder in the Territory without violating the rights of any Third Party; (d) Supplier is not aware of any Third Party patent, patent application or other intellectual property rights in the Territory that would be infringed (i) by using the Trademark, or (ii) by making, using, offering for sale, selling or importing Product; (e) Supplier is not aware of any information that would render invalid and/or unenforceable claims for the Product in the Patent Rights; and (f) Supplier warrants exclusively to Purchaser that all of the Products shipped by Supplier or its third party manufacturer in accordance with this Agreement: (i) shall meet Supplier’s specifications for the shelf life of such Product when stored and handled in accordance with Supplier’s labeled conditions, (ii) shall be manufactured in accordance with the GMP and the Law in effect at the time of manufacture, and (iii) shall not be adulterated or misbranded as a result of acts or omissions by Supplier; provided, that, (i) the Parties agree that the warranty set forth in this Section 13.1(f) shall not apply to any Product Manufactured by Purchaser pursuant to Section 5 above, and (ii) subject to Supplier’s indemnification obligations in the event of a product liability claim, Supplier’s sole obligation and the sole remedy under this warranty is replacement of any Product or a refund of the purchase price that Supplier reasonably determines to be covered by this warranty.

Supplier Representations. Supplier represents and warrants to Purchaser thatProcessor and understands and agrees that its representations are material in inducing Processor to enter this Agreement. Supplier represents and warrants to Processor the following: (a) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Supplier corporate action; (b) this Agreement is a legal and valid obligation binding upon Supplier and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which That Supplier is a party or by which it is bound;corporation, duly authorized and validly existing under the laws of Michigan. (cb) That Supplier has the full right and legal capacity authorization to enter into this Agreement. c) That Supplier has been, is now, and shall be at all times during the duration of this Agreement, in compliance with all Applicable Laws. d) That the Marijuana has no latent defects, nor does it contain any substances considered illegal under state and local laws, ordinances and regulations. e) That Supplier has not granted and will not grant in the future any right to any third party which would prohibit Supplier from entering into this Agreement, nor that would conflict with the rights granted to Purchaser hereunder Processor under this Agreement. f) That Supplier has all necessary permits, certificates, licenses, approvals, registrations and authorizations required in connection with the Territory without violating conduct of its business under all Applicable Laws. g) That Supplier will maintain, renew, and comply with, in all material respects, the rights Applicable Laws during the duration of any Third Party;this Agreement. (dh) Supplier is not aware That Supplier, as material consideration for this Agreement, has full understanding that Processor makes no guaranty or warranty of any Third Party patentthe quantity, patent application quality or other intellectual property rights in value of the Territory that would be infringed (Marijuana Extract. i) That Supplier shall have the Marijuana properly laboratory-tested pursuant to Michigan Marijuana Regulatory Agency standards and guidelines and shall have such test results (the “Results”) produced to Processor for Processor’s review prior to Processor’s duty to perform under this Agreement. j) That Supplier understands that Processor may terminate this Agreement upon written notice, with no further liability to Supplier, should Processor, in its sole and absolute discretion, determine that the Results are not satisfactory. k) That Supplier understands due to unknown quality factors, this Agreement may be subject to change by using Processor in its sole discretion regarding the Trademarkfinal finished product and its labeling. l) That after the Marijuana Extract is loaded onto the transporting vehicle after the processing is completed, or (ii) by making, using, offering for sale, selling or importing Product; (e) Supplier is not aware of any information that would render invalid and/or unenforceable claims Processor shall have no further responsibility for the Product in the Patent Rights; and (f) Supplier warrants exclusively to Purchaser that all of the Products shipped by Supplier or its third party manufacturer in accordance with this Agreement: (i) shall meet Supplier’s specifications for the shelf life of such Product when stored and handled in accordance with Supplier’s labeled conditions, (ii) shall be manufactured in accordance with the GMP and the Law in effect at the time of manufacture, and (iii) shall not be adulterated or misbranded as a result of acts or omissions by Supplier; provided, that, (i) the Parties agree that the warranty set forth in this Section 13.1(f) shall not apply to any Product Manufactured by Purchaser pursuant to Section 5 above, and (ii) subject to Supplier’s indemnification obligations in the event of a product liability claim, Supplier’s sole obligation and the sole remedy under this warranty is replacement of any Product or a refund of the purchase price that Supplier reasonably determines to be covered by this warrantyMarijuana Extract.