HW Products definition
Examples of HW Products in a sentence
To the Knowledge of HW, the suppliers and subcontractors of HW are compliant in all material respects with all Laws, and HW is, and to the Knowledge of HW, the suppliers and subcontractors of HW are, not in breach of quality control, product safety, product integrity, facility certification or any similar obligations imposed in Contracts with third parties for the supply of the HW Products.
Since the Lookback Date, HW has not received written notice of, or been subject to, any claim or finding of deficiency or non-compliance, penalty, fine or sanction, request for corrective or remedial action or other compliance or enforcement action with respect to any Product Authorities, in respect of any of (i) the HW Products, (ii) the ingredients in the HW Products, or (iii) the facilities at which the HW Products are manufactured, packaged, stored, or distributed.
The formulas for each of the HW Products produced by or on behalf of HW have been recorded in written or electronic form so that HW can produce such HW Products after the Closing in the same manner as they were produced before the Closing and HW has not disclosed those formulas to any Person that was not subject to an obligation of confidentiality and has otherwise taken all steps to protect the trade secret status of such formulas.
Subject to the terms and conditions of this Agreement, Avicanna hereby appoints RWB as Avicanna’s exclusive distributor of the Pura H&W Products identified in Exhibit A (the “Pura H&W Products”) to customers for resale (“Resellers”) or customers for end use (“End Users,” collectively with Resellers, “Customers”), in each case, in the United States of America (the “Pura H&W Territory”), and RWB hereby accepts such appointment.
Subject to the terms and conditions of this Agreement, RWB will be Avicanna’s exclusive distributor for the Pura H&W Products in the Territory during the Term.
The HW Products are, and since the Lookback Date have been, (i) properly handled, distributed and stored by HW, and are properly advertised by HW and fit for the use for which they are intended, (ii) of good and merchantable quality and condition, (iii) shipped in interstate commerce in accordance with the Product Laws, (iv) registered in all jurisdictions required by applicable Law, and (v) in conformity with all express and implied warranties and guaranties.
In connection with the foregoing, Avicanna hereby grants to RWB a fully-paid, royalty-free, non-exclusive license to use the Marks and any literature and marketing collateral from Avicanna regarding the Pura H&W Products in the Pura H&W Territory solely for the offering for sale, sale and marketing of the Pura H&W Products by RWB, provided such use is at all times consistent with Avicanna’s then-current usage guidelines in the form provided to RWB by Avicanna from time- to-time.
None of the HW Products is subject to any guaranty, warranty or other indemnity beyond such standard terms and conditions of sale, except for warranties arising under applicable Laws.
Since the Lookback Date, HW has not received written notice of, or been subject to, (A) any notice of claim, demand letter, notice of violation, or similar communication from or on behalf of an individual, consumer, retailer or distributor, or (B) any claim for defense and/or indemnification from or on behalf of any distributor or retailer concerning any claim or allegation of personal/bodily injury, property damage, or false or misleading labeling or advertising with respect to the HW Products.
RWB shall not, without the prior consent of Avicanna, sell Pura H&W Products for less than [redacted - commercially sensitive information] of the applicable Avicanna E-Commerce Retail Price.