Products and Inventories. The Inventories: (i) are of a quality in conformity in all material respects with the warranties given by the Company or any of its Subsidiaries pursuant to supply Contracts or any other Contracts to which they are a party, (ii) are of a quality in conformity in all material respects with industry standards, (iii) are not subject to a voluntary recall by the Company or any of its Subsidiaries, by the manufacturer or distributor of the Inventories or any Governmental Entity, and to the Company’s Knowledge, there is no threat of any such recall, (iv) with respect to the portion of the Inventories consisting of finished products, are Saleable, (v) with respect to the portion of the Inventories consisting of raw materials and work-in-progress, is of a quality usable in the production of finished products, and (vi) since November 14, 2018, have been manufactured and produced in accordance, in all material respects with, and meet all material requirements of, applicable Law (other than Cannabis Laws), and meet the material specifications in all Contracts, with customers of the Company relating to the sale of such products, in each case, except to the extent written off or written down to fair market value or for which adequate reserves have been established. All Inventories are owned by the Company free and clear of all Liens other than Permitted Liens, and no Inventories are held on a consignment basis from others. The level of Inventories is consistent with the level of inventories that has been maintained in the operation of the Business prior to the date hereof in accordance with the operation of the Business in the Ordinary Course. Without limiting the generality of this Section (20), all products previously or currently produced, distributed or sold by, and all services provided by, the Company have been produced, packaged, labeled, advertised, distributed and sold (or in the cases of services, provided) in accordance with and meet all material requirements of, applicable Law (other than Cannabis Laws), in all material respects, and meet the material specifications in all Contracts with customers of the Company relating to the sale of such products in the Ordinary Course, (x) there have been no material claims against the Company pursuant to any product warranty or with respect to the production, distribution or sale of defective or inferior products or with respect to any warnings or instructions concerning such products, and (y) there have been no recalls regarding any of the products produced, distributed or sold by the Company or any of its Subsidiaries, and, to the Company’s Knowledge, there are no grounds for any such recall.
Appears in 1 contract
Products and Inventories. The InventoriesInventories of TPCO: (i) are of a quality in conformity in all material material respects with the warranties given by the Company by TPCO or any of its Subsidiaries pursuant pursuant to supply Contracts or any other Contracts to which which they are a party, (ii) are of a quality quality in conformity in all material respects with industry standardsstandards, (iii) are not subject to a voluntary recall by the Company TPCO or any of its Subsidiaries, by the manufacturer or distributor of the Inventories or any Governmental EntityGovernmental Entity, and to the Company’s KnowledgeTPCO's knowledge, there is no threat of of any such recall, (iv) with respect respect to the portion of the Inventories consisting of finished productsedible cannabis products, are Saleable, (v) with with respect to the portion of the Inventories consisting of raw materials materials and work-in-progressin-progress, is of a quality usable in the production of finished products, and (vi(vi) since November 14January 1, 20182022, have been manufactured manufactured and produced in accordance, in all material respects respects, with, and meet meet all material material requirements of, applicable Law (other than Federal Cannabis Laws), and meet the material specifications in all Contracts, with with customers of the Company TPCO or any of its Subsidiaries relating to the sale of such products, in each case, except to to the extent extent written off or written down to fair market value or for which adequate reserves reserves have been establishedestablished. All Inventories such Inventories are owned by the Company TPCO free and clear of of all Liens other than Permitted Liens, and and no Inventories such Inventories are held on a consignment basis basis from others. The level of Inventories is consistent consistent with the level level of inventories that has has been maintained in the operation of the TPCO Business prior prior to the date hereof in accordance accordance with the operation of the TPCO Business in the Ordinary Course. Without Without limiting the the generality of this this Section (2038), all products previously or currently producedproduced, distributed distributed or sold by, and all services provided provided by, the Company TPCO or any of its Subsidiaries have been producedproduced, packagedpackaged, labeled, advertised, distributed and sold (or in in the cases of services, providedprovided) in in accordance with and meet all material requirements of, applicable Law (other than Federal Cannabis Laws), in all material respectsmaterial respects, and and meet the material specifications in all Contracts with customers of the Company TPCO or any of its Subsidiaries relating to the the sale of such products in the Ordinary Course, (x) there have been no material claims against the Company pursuant TPCO or any of its Subsidiaries pursuant to any any product warranty warranty or with respect to the production, distribution or sale of defective or defective or inferior products or with respect respect to any warnings or instructions concerning such productsproducts, and (y) there have been no recalls regarding regarding any of the products produced, distributed or sold by the Company TPCO or any of its Subsidiaries, andand, to the Company’s KnowledgeTPCO's knowledge, there are no grounds for any such recall.recall. SCHEDULE D REPRESENTATIONS AND WARRANTIES OF GOLD FLORA
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Products and Inventories. The Inventories: (i) are of a quality in conformity in all material material respects with the warranties given by by the Company or any of its Subsidiaries pursuant pursuant to supply Contracts or any other Contracts to which which they are a party, (ii) are of a quality quality in conformity in all material respects with industry standardsstandards, (iii) are not subject to a voluntary recall by the Company Company or any of its Subsidiaries, by the manufacturer or distributor of the Inventories or any Governmental EntityGovernmental Entity, and to the Company’s Knowledge, there is no threat of of any such recall, (iv) with respect respect to the portion of the Inventories consisting of finished productsproducts, are Saleable, (v) with with respect to the portion of the Inventories consisting of raw materials materials and work-in-progressin-progress, is of a quality usable in the production of finished products, and (vi(vi) since November 14, 2018, have been manufactured manufactured and produced in accordance, in all material respects with, and meet meet all material material requirements of, applicable Law (other than Cannabis Laws), and meet the material specifications in all Contracts, with with customers of the Company relating to the sale of such products, in each case, except to to the extent extent written off or written down to fair market value or for which adequate reserves reserves have been establishedestablished. All Inventories Inventories are owned by the Company free and clear of of all Liens other than Permitted Liens, and and no Inventories Inventories are held on a consignment basis basis from others. The level of Inventories is consistent consistent with the level level of inventories that has has been maintained in the operation of the Business prior prior to the date hereof in accordance accordance with the operation of the Business in the Ordinary Course. Without Without limiting the the generality of this this Section (20), all products previously or currently producedproduced, distributed distributed or sold by, and all services provided provided by, the Company have been producedproduced, packagedpackaged, labeled, advertised, distributed and sold (or in in the cases of services, providedprovided) in in accordance with and meet all material requirements of, applicable Law (other than Cannabis Laws), in all material respectsmaterial respects, and and meet the material specifications in all Contracts with customers of the Company relating to the the sale of such products in the Ordinary Course, (x) there have been no material claims against the Company pursuant pursuant to any any product warranty warranty or with respect to the production, distribution or sale of defective or defective or inferior products or with respect respect to any warnings or instructions concerning such productsproducts, and (y) there have been no recalls regarding regarding any of the products produced, distributed or sold by the Company or any of its Subsidiaries, andand, to the Company’s KnowledgeKnowledge, there are no grounds for any such recall.recall.
Appears in 1 contract
Samples: Arrangement Agreement (Harvest Health & Recreation Inc.)
Products and Inventories. The Inventories: (i) are of a quality in conformity in all material respects with the warranties given by the Company or any of its Subsidiaries pursuant to supply Contracts or any other Contracts to which they are a party, (ii) are of a quality in conformity in all material respects with industry standards, (iii) are not currently the subject to of a voluntary recall by the Company or any of its Subsidiaries, by the manufacturer or distributor of the Inventories or any Governmental Entity, and to the Company’s Knowledge, there is no threat of any such recall, (iv) with respect to the portion of the Inventories consisting of finished products, are Saleable, (v) with respect to the portion of the Inventories consisting of raw materials and work-in-progress, is of a quality usable in the production of finished products, and (vi) since November 1419, 2018, except for minor amounts of inventory that did not meet the Company's shelf-life standard and were written off, have been manufactured and produced in accordance, in all material respects with, and meet all material requirements of, applicable Law (other than Cannabis Laws)Law, and meet the material specifications in all Contracts, with customers of the Company relating to the sale of such products, in each case, except to the extent written off or written down to fair market value or for which adequate reserves have been established. All Inventories are owned by the Company free and clear of all Liens Encumbrances other than Permitted LiensEncumbrances, and no Inventories are held on a consignment basis from others. The level of Inventories is consistent with the level of inventories that has been maintained in the operation of the Business SB's business prior to the date hereof in accordance with the operation of the Business in the Ordinary Course. Without limiting the generality of this Section (2011(a)(xiv), all products previously or currently produced, distributed or sold by, and all services provided by, the Company have been produced, packaged, labeled, advertised, distributed and sold (or in the cases of services, provided) in accordance with and meet all material requirements of, applicable Law (other than Cannabis Laws)Law, in all material respects, and meet the material specifications in all Contracts with customers of the Company relating to the sale of such products in the Ordinary Course, (x) there have been no material claims against the Company pursuant to any product warranty or with respect to the production, distribution or sale of defective or inferior products or with respect to any warnings or instructions concerning such products, and (y) there have been no recalls regarding any of the products produced, distributed or sold by the Company or any of its Subsidiaries, and, to the Company’s Knowledge, there are no grounds for any such recall.
Appears in 1 contract
Samples: Option Purchase Agreement (Charlotte's Web Holdings, Inc.)
Products and Inventories. The InventoriesExcept as disclosed in Section 30 the Disclosure Letter, the Inventories : (i) are of a quality in conformity in all material material respects with the warranties given by by the Company or any of its Subsidiaries pursuant subsidiaries pursuant to supply Contracts or any other Contracts to which which they are a party, (ii) are of a quality quality in conformity in all material respects with industry standardsstandards, (iii) are not subject to a voluntary recall by the Company Company or any of its Subsidiaries, by the manufacturer or distributor of the Inventories or any Governmental EntityGovernmental Entity, and to the Company’s Knowledgeknowledge, there is no threat of of any such recall, (iv) with respect respect to the portion of the Inventories consisting of finished productsproducts, are Saleable, (v) with with respect to the portion of the Inventories consisting of raw materials materials and work-in-progressin-progress, is of a quality usable in the production of finished products, and (vi(vi) since November 14, 2018, have been manufactured manufactured and produced in accordance, in all material respects with, and meet meet all material material requirements of, applicable Law (other than Cannabis Laws)Law, and meet the material specifications in all Contracts, with with customers of the Company and its Subsidiaries relating to the sale of such products, in each case, except to to the extent extent written off or written down to fair market value or for which adequate reserves reserves have been establishedestablished. All Inventories Inventories are owned by the Company free and clear of of all Liens other than Permitted Liens, and and no Inventories Inventories are held on a consignment basis basis from others. The level of Inventories is consistent consistent with the level level of inventories that has has been maintained in the operation of the Business prior Company’s business in the ordinary course prior to the date hereof in accordance with hereof. Without limiting the operation generality of the Business in the Ordinary Course. Without limiting the generality of this Section (20)foregoing, all products previously or currently producedproduced, distributed distributed or sold by, and all services provided provided by, the Company and its Subsidiaries, have been producedproduced, packagedpackaged, labeled, advertised, distributed and sold (or in in the cases of services, providedprovided) in in accordance with and meet all material requirements of, applicable Law (other than Cannabis Laws)Law, in all material respectsmaterial respects, and and meet the material specifications in all Contracts with customers of the Company or its Subsidiaries relating to the the sale of such products in the Ordinary Courseordinary course, and (x) there have been no material claims against the Company pursuant or any of its Subsidiaries pursuant to any any product warranty warranty or with respect to the production, distribution or sale of defective or defective or inferior products or with respect respect to any warnings or instructions concerning such products, products and (y) there have been no recalls regarding regarding any of the products produced, distributed or sold by the Company or any of its Subsidiaries, andand, to the Company’s Knowledgeknowledge, there are no grounds for any such recall.recall.
Appears in 1 contract
Samples: Arrangement Agreement (HEXO Corp.)
Products and Inventories. The InventoriesInventories of Gold Flora: (i) are of a quality in conformity in all material material respects with the warranties given by the Company by Gold Flora or any of its Subsidiaries pursuant pursuant to supply Contracts or any other Contracts to which which they are a party, (ii) are of a quality quality in conformity in all material respects with industry standardsstandards, (iii) are not subject to a voluntary recall by the Company Gold Flora or any of its Subsidiaries, by the manufacturer or distributor of the Inventories or any Governmental EntityGovernmental Entity, and to the Company’s KnowledgeGold Flora's knowledge, there is no threat of of any such recall, (iv) with respect respect to the portion of the Inventories consisting of finished productsedible cannabis products, are Saleable, (v) with with respect to the portion of the Inventories consisting of raw materials materials and work-in-progressin-progress, is of a quality usable in the production of finished products, and (vi(vi) since November 14January 1, 20182022, have been manufactured manufactured and produced in accordance, in all material respects with, and meet meet all material material requirements of, applicable Law (other than Federal Cannabis Laws), and meet the material specifications in all Contracts, with with customers of the Company Gold Flora or any of its Subsidiaries relating to the sale of such products, in each case, except to to the extent extent written off or written down to fair market value or for which adequate reserves reserves have been establishedestablished. All Inventories such Inventories are owned by the Company Gold Flora free and clear of of all Liens other than Permitted Liens, and and no Inventories such Inventories are held on a consignment basis basis from others. The level of Inventories is consistent consistent with the level level of inventories that has has been maintained in the operation of the Gold Flora Business prior prior to the date hereof in accordance accordance with the operation of the Gold Flora Business in the Ordinary Course. Without Without limiting the the generality of this this Section (2034), all products previously or currently producedproduced, distributed distributed or sold by, and all services provided provided by, the Company Gold Flora or any of its Subsidiaries have been producedproduced, packagedpackaged, labeled, advertised, distributed and sold (or in in the cases of services, providedprovided) in in accordance with and meet all material requirements of, applicable Law (other than Federal Cannabis Laws), in all material respectsmaterial respects, and and meet the material specifications in all Contracts with customers of the Company Gold Flora or any of its Subsidiaries relating to the the sale of such products in the Ordinary Course, (x) there have been no material claims against the Company pursuant Gold Flora or any of its Subsidiaries pursuant to any any product warranty warranty or with respect to the production, distribution or sale of defective or defective or inferior products or with respect respect to any warnings or instructions concerning such productsproducts, and (y) there have been no recalls regarding regarding any of the products produced, distributed or sold by the Company Gold Flora or any of its Subsidiaries, andand, to the Company’s KnowledgeGold Flora's knowledge, there are no grounds for any such recall.recall.
Appears in 1 contract
Products and Inventories. The Inventories: (i) are of a quality in conformity in all material material respects with the warranties given by by the Company or any of its Subsidiaries pursuant pursuant to supply Contracts or any other Contracts to which which they are a party, (ii) are of a quality quality in conformity in all material respects with industry standardsstandards, (iii) are not subject to a voluntary recall by the Company Company or any of its Subsidiaries, by the manufacturer or distributor of the Inventories or any Governmental EntityGovernmental Entity, and to the Company’s Knowledgeknowledge, there is no threat of of any such recall, (iv) with respect respect to the portion of the Inventories consisting of finished productsproducts, are Saleable, (v) with with respect to the portion of the Inventories consisting of raw materials materials and work-in-progressin-progress, is of a quality usable in the production of finished products, and (vi(vi) since November 14, 2018the past three (3) years, have been manufactured manufactured and produced in accordance, in all material respects with, and meet meet all material material requirements of, applicable Law (other than Cannabis Laws)Law, and meet the material specifications in all Contracts, with with customers of the Company relating to the sale of such products, in each case, except to to the extent extent written off or written down to fair market value or for which adequate reserves reserves have been establishedestablished. All Inventories Inventories are owned by the Company free and clear of of all Liens other than Permitted Liens, and and no Inventories Inventories are held on a consignment basis basis from others. The level of Inventories is consistent consistent with the level level of inventories that has has been maintained in the operation of the Business prior prior to the date hereof in accordance accordance with the operation of the Business in the Ordinary Course. Without Without limiting the the generality of this this Section (2021), all products previously or currently producedproduced, distributed distributed or sold by, and all services provided provided by, the Company have been producedproduced, packagedpackaged, labeled, advertised, distributed and sold (or in in the cases of services, providedprovided) in in accordance with and meet all material requirements of, applicable Law (other than Cannabis Laws)Law, in all material respectsmaterial respects, and and meet the material specifications in all Contracts with customers of the Company relating to the the sale of such products in the Ordinary Course, and (x) there have been no material claims against the Company pursuant pursuant to any any product warranty warranty or with respect to the production, distribution or sale of defective or defective or inferior products or with respect respect to any warnings or instructions concerning such productsproducts, and (y) except as disclosed in Section (21) of the Company Disclosure Letter, there have been no recalls regarding regarding any of the products produced, distributed or sold by the Company or any of its Subsidiaries, andand, to the Company’s Knowledgeknowledge, there are no grounds for any such recall.recall.
Appears in 1 contract
Samples: Arrangement Agreement (HEXO Corp.)
Products and Inventories. The Inventories: (i) are of a quality in conformity in all material material respects with the warranties given by by the Company or any of its Subsidiaries pursuant pursuant to supply Contracts or any other Contracts to which which they are a party, (ii) are of a quality quality in conformity in all material respects with industry standardsstandards, (iii) are not subject to a voluntary recall by the Company Company or any of its Subsidiaries, by the manufacturer or distributor of the Inventories or any Governmental EntityGovernmental Entity, and to the Company’s Knowledgeknowledge, there is no threat of of any such recall, (iv) with respect respect to the portion of the Inventories consisting of finished productsedible cannabis products, are Saleable, (v) with with respect to the portion of the Inventories consisting of raw materials materials and work-in-progressin-progress, is of a quality usable in the production of finished products, and (vi(vi) since November 14January 1, 20182020, have been manufactured manufactured and produced in accordance, in all material respects with, and meet meet all material material requirements of, applicable Law (other than Federal Cannabis Laws), and meet the material specifications in all Contracts, with with customers of the Company or any of its Subsidiaries relating to the sale of such products, in each case, except to to the extent extent written off or written down to fair market value or for which adequate reserves reserves have been establishedestablished. All Inventories Inventories are owned by the Company free and clear of of all Liens other than Permitted Liens, and and no Inventories Inventories are held on a consignment basis basis from others. The level of Inventories is consistent consistent with the level level of inventories that has has been maintained in the operation of the Company Business prior prior to the date hereof in accordance accordance with the operation of the Company Business in the Ordinary Course. Without Without limiting the the generality of this this Section (2038), all products previously or currently producedproduced, distributed distributed or sold by, and all services provided provided by, the Company or any of its Subsidiaries have been producedproduced, packagedpackaged, labeled, advertised, distributed and sold (or in in the cases of services, providedprovided) in in accordance with and meet all material requirements of, applicable Law (other than Federal Cannabis Laws), in all material respectsmaterial respects, and and meet the material specifications in all Contracts with customers of the Company or any of its Subsidiaries relating to the the sale of such products in the Ordinary Course, (x) there have been no material claims against the Company pursuant or any of its Subsidiaries pursuant to any any product warranty warranty or with respect to the production, distribution or sale of defective or defective or inferior products or with respect respect to any warnings or instructions concerning such productsproducts, and (y) there have been no recalls regarding regarding any of the products produced, distributed or sold by the Company or any of its Subsidiaries, andand, to the Company’s Knowledgeknowledge, there are no grounds for any such recall.recall. SCHEDULE D
Appears in 1 contract
