Products and Inventory. The Company represents and warrants that all Products and Inventory have been recovered, processed and stored in accordance with all applicable local, state, and federal rules and regulations and American Association of Tissue Bank guidelines. Section 3.4 of the Disclosure Statement sets forth (a) the valuation assigned to each Product and each item of Inventory and Products, (b) the product code of each Product and each item of Inventory, and (c) the expiration date for each Product in Inventory as of April 10, 2000.
Products and Inventory. (a) Except as disclosed in Section 4.40 of the Sellers’ Disclosure Letter, to the knowledge of the Sellers, the Inventory:
Products and Inventory. Except as is not, or would not reasonably be expected to be, individually or in the aggregate, material to the Business, all of the Business Inventory included in the Purchased Assets (whether finished goods or otherwise) as of the Closing will be of a quality consistent with such inventories maintained by the Business in the Ordinary Course of Business and saleable or useable in the Ordinary Course of Business. All of the finished goods Business Inventory included in the Purchased Assets as of the Closing (i) is not adulterated or misbranded in any material respect, (ii) is merchantable and useable in the Ordinary Course of Business in all material respects, and (iii) may be shipped in interstate commerce in accordance with all applicable Laws, including the Federal Food, Drug and Cosmetic Act, as amended, the regulations promulgated thereunder and requirements imposed by the FDA pursuant to applicable statute and regulation. Except as is not, or would not reasonably be expected to be, individually or in the aggregate, material to the Business, and except with respect to licenses under the Business Contracts or any Material Contracts, no Business Inventory is subject to any licensing, Patent, royalty, Mark, trade name or Copyright agreements with any other Person, and the completion of manufacture or sale or other disposition of any Business Inventory after the Closing will not require the Approval of any Person and will not constitute a breach or default under any Contract to which Seller or any of its Affiliates is a party or to which the Business Inventory is subject. Except as is not, or would not reasonably be expected to be, individually or in the aggregate, material to the Business, all Business Inventory complies, in all material respects, to the extent applicable, with all applicable Laws.
Products and Inventory. Except as set forth in Section 3.27 of the Disclosure Schedule, since July 1, 2005, neither of the Companies nor any of the Company Subsidiaries has, and, with respect to the Business, none of the Seller or any of its Affiliates has, received any written notice or, to the Knowledge of the Seller, any oral notice, relating to any claim involving use of or exposure to any of the products (or any part or component thereof) sold or services performed by the Business or either of the Companies or any of the Company Subsidiaries, including for negligence, strict liability, design or manufacturing defect, conspiracy, failure to warn, breach of express or implied warranties of merchantability or fitness for any purpose or use, or from any alleged breach of implied warranties or representations or any alleged noncompliance with any applicable Laws pertaining to products liability matters, other than non-recurring claims, events and complaints that are addressed by manufacturers or suppliers to the Companies and the Company Subsidiaries.
Products and Inventory. (a) No Company Products have been (i) recalled, (ii) the subject of a correction, removal action, or other market withdrawal, or (iii) suspended, withdrawn or discontinued as a result of any action by FDA or any applicable similar Governmental Authority.
Products and Inventory. 29 5.17 Absence of Certain Changes or Events.................................... 29
Products and Inventory. The Seller has not received any written notice with respect to the recall of any of the finished products of the Acquired Business. To the knowledge of the Seller, there is no basis to believe that any of the finished products of the Acquired Business may be subject to recall. The raw materials, supplies and work-in-process included in the Inventory are usable in the ordinary course of business, and the finished goods included in the Inventory are in merchantable condition in the ordinary course of business, except for obsolete and slow moving Inventories for which adequate reserves have been made. The raw materials, supplies and work-in-progress included in the Inventory are similar in quality and quantity to the raw materials, supplies and work-in-progress generally included in the Inventory of the Acquired Business in the past.
Products and Inventory. The Inventory was acquired or manufactured in the ordinary course of business consistent with past practice. The Inventory included in the Purchased Assets (whether finished goods or otherwise) as of the Closing will be of a quality consistent in all material respects with such inventories maintained by the Business in the ordinary course of business and will be saleable or useable in the ordinary course of business at normal profit margins. All Inventory is valued at the lower of cost or market, the cost thereof being determined by the standard cost method. The finished goods Inventory included in the Purchased Assets as of the Closing (i) is not adulterated or misbranded, (ii) is merchantable and useable in the ordinary course of business, and (iii) may be shipped in interstate commerce in accordance with all applicable Laws, including the Federal Food, Drug and Cosmetic Act, as amended, regulations promulgated thereunder, and requirements imposed by the FDA pursuant to applicable statute and regulation. The quantities of each item of Inventory (whether raw materials, work-in process or finished goods) are not excessive, but are reasonable in the present circumstances of the Business. All of the Inventory complies with Seller’s internal quality assurance guidelines.
Products and Inventory. All inventories reflected in the ---------------------------- Financial Statements or included in Net Working Capital are useable or saleable in the ordinary course of the Business (within the guideline dates shelf-life for the particular product or package) and, in the case of finished goods, have a minimum remaining shelf-life of at least two (2) months. No material amounts of inventory are obsolete. Except as set forth on Schedule 4.18, no inventories ------------- reflected in the Financial Statements or included in Net Working Capital (i) relate to discontinued operations, (ii) relate to terminated or otherwise discontinued private label arrangements or (iii) otherwise utilize or incorporate trade dress or other customer-specific packaging or promotional materials which are no longer saleable pursuant to customer arrangements that will be available to Buyer immediately after the Closing.
