Common use of USDA Clause in Contracts

USDA. As to each product subject to the jurisdiction of the U.S. Department of Agriculture Animal and Plant Health Inspection Service (“USDA”) that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “Regulated Product”), such Regulated Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed by the Company in compliance with all applicable requirements under applicable USDA and similar laws, rules and regulations relating to registration, premarket clearance, licensure, or application approval, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the failure to be in compliance would not have a Material Adverse Effect. There is no pending, completed or, to the Company's knowledge, threatened, action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation) against the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has received any notice, warning letter or other written communication from the USDA or any other applicable governmental entity, which (i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any Regulated Product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials relating to, any Regulated Product, (iii) enjoins production at any facility of the Company or any of its Subsidiaries, (iv) enters or proposes to enter into a consent decree of permanent injunction with the Company or any of its Subsidiaries, or (v) otherwise alleges any violation of any laws, rules or regulations by the Company or any of its Subsidiaries, and which, either individually or in the aggregate, would have a Material Adverse Effect. The properties, business and operations of the Company are being conducted in all material respects in accordance with all applicable laws, rules and regulations of the USDA. The Company has not been informed by the USDA that the USDA will prohibit the marketing, sale, license or use in the United States of any product produced or marketed by the Company nor has the USDA expressed any concern to the Company as to approving or clearing for marketing any product being developed or proposed to be developed by the Company.

USDA. As to each product subject to the jurisdiction of the U.S. United States Department of Agriculture Animal and Plant Health Inspection Service (“USDA”) that is manufactured, packaged, labeled, tested, distributed, sold, and/or or marketed by the Company or any of its Company Subsidiaries (each such product, a “Regulated Product”), such Regulated Product is being manufactured, packaged, labeled, tested, distributed, sold and/or or marketed by the Company in compliance compliance, in all material respects, with all applicable requirements under applicable USDA and similar laws, rules and regulations Laws relating to testing, development, registration, premarket clearance, licensure, or application approval, product listing, quotas, labeling, advertising, record keeping and filing of reports. To the Company’s Knowledge, except where the failure to be in compliance would not have a Material Adverse Effect. There there is no pending, completed or, to the Company's knowledge, threatened, action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation) threatened Legal Proceeding against the Company or any of its SubsidiariesCompany Subsidiary, and none of the Company or any of its the Company Subsidiaries has received any notice, warning letter or other written communication from the USDA or any other applicable governmental entity, which (i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any Regulated Product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials relating to, any Regulated Product, (iii) enjoins production at any facility of the Company or any of its Subsidiaries, (iv) enters or proposes to enter into a consent decree of permanent injunction with the Company or any of its the Company Subsidiaries, or (v) otherwise alleges any violation of any laws, rules or regulations Laws by the Company or any of its Subsidiaries, and which, either individually or in the aggregate, would have a Material Adverse Effect. The properties, business and operations of the Company are being conducted in all material respects in accordance with all applicable laws, rules and regulations of the USDASubsidiaries. The Company has not been informed in writing by the USDA that the USDA will prohibit the marketing, sale, license or use in the United States of any product produced or marketed by the Company. With respect to any product produced or marketed by the Company nor has that was created through biolistic technology or other biotechnology not utilizing bacterium or viruses, the USDA expressed any concern to has not informed the Company as to approving or clearing for marketing any in writing that the USDA considers such product being developed or proposed to be developed by the Companya Regulated Product.