Transgenic Variety Sample Clauses

Transgenic Variety. At such time as MDFC decides to grow or permit its members to grow Transgenic Varieties, written notice of same shall be delivered to UNITED and each of the MEMBERS. MDFC acknowledges that if it grows or its members grow Transgenic Varieties in a given Pool Year, then all of the Product produced by MDFC during that Pool Year will be considered to be Transgenic Product. (The preceding sentence notwithstanding, sugar produced at Xxxxxx Sugars may, at the option of ACSC, be excluded from the requirement that all sugar produced by ACSC will be considered Transgenic Product if ACSC or its members grow Transgenic Varieties in a given Pool Year.) MDFC further acknowledges that UNITED may sell and market both Product produced from Transgenic plants (“Transgenic Product”) and Product produced from non-Transgenic plants (“Non-Transgenic Product”). MDFC and UNITED agree that should Non-Transgenic Product that is sold by UNITED cause the Net Selling Price of a MEMBER or MEMBERS producing Non-Transgenic Product in any Pool Year to be more than 5% higher than such Net Selling Price would have been had Non-Transgenic Product not been sold by UNITED, then any MEMBER producing Non-Transgenic Product shall be compensated for such difference by receiving its pro rata share of the estimated premium realized on the sales of Non-Transgenic Product (the “Non-Transgenic Premium”), all as calculated by UNITED and approved by action of its Executive Committee. An illustration of this calculation is attached hereto as Schedule D. UNITED and MDFC agree that the other MEMBERS of UNITED are third party beneficiaries to the representations and warranties contained in this Section 18.4.
Sample 1
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Transgenic Variety. PROCESSOR warrants and represents that it will not, without the prior written consent of UNITED, knowingly deliver any Product to UNITED or to a Buyer that is grown using a Transgenic Variety. UNITED and PROCESSOR further agree that any consent provided by UNITED under this Section 18.4 shall not be effective until UNITED also delivers to PROCESSOR the unanimous written consent of all Members of UNITED to the delivery by the PROCESSOR of Product that is grown using a Transgenic Variety. PROCESSOR shall indemnify, defend and hold UNITED and each of its Members and their respective directors, officers, employees, representatives and agents (each an “Indemnitee”) harmless from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses, product recall and/or re-routing expenses and other incidental, consequential, special and punitive damages) (collectively, the “Liabilities”) imposed upon, incurred by or asserted against the Indemnitee that result directly from the knowing delivery by PROCESSOR of any Product that is grown using a Transgenic Variety pursuant to this Agreement. UNITED and PROCESSOR agree that the other Members of UNITED are third party beneficiaries to the representations and warranties contained in this Section 18.4.
Sample 1
Transgenic Variety. PROCESSOR warrants and represents that it will not, without the prior written consent of MIDWEST, knowingly deliver any Co-Product to MIDWEST or to a customer of MIDWEST that is grown using a Transgenic Variety. For the purpose of this Agreement, “Transgenic Variety” means a variety of seed which will produce a plant that contains a gene or genes that have been artificially inserted instead of the plant acquiring the gene or genes through pollination. MIDWEST and PROCESSOR further agree that any consent provided by MIDWEST under this Section 16(d) shall not be effective until MIDWEST also delivers to PROCESSOR the unanimous written consent of all Members of MIDWEST to the delivery by the PROCESSOR of Co-Product that is grown using a Transgenic Variety. PROCESSOR shall indemnify, defend and hold MIDWEST and each of its Members and their respective directors, officers, employees, representatives and agents (each an “Indemnitee”) harmless from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses, product recall and/or re-routing expenses and other incidental, consequential, special and punitive damages) (collectively, the “Liabilities”) imposed upon, incurred by or asserted against the Indemnitee that result directly from the knowing delivery by PROCESSOR of any Co-Product that is grown using a Transgenic Variety pursuant to this Agreement. MIDWEST and PROCESSOR agree that the other Members of MIDWEST are third party beneficiaries to the representations and warranties contained in this Section 16(d).
Sample 1

Related to Transgenic Variety

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