Limitations on Changes. (i) Prior to Manufacturer effecting any Alterations of Products, Buyer will have secured all approvals from any Governmental Entity or relevant industry association that may be necessary or advisable in connection with any such action. Buyer will also bear all the costs relating to the issuance of such approvals. (ii) Manufacturer will not be required to effect any Alteration of Products that would reasonably be expected to (A) result in the Manufacture of the Products in excess of the applicable case Ceiling Limit, (B) have an adverse effect on Manufacturers’ business operations, (C) fail to accord with applicable Law or the bona fide policies of Manufacturer or its Affiliates relating to the manufacture of food products intended for human consumption, safety, health, environment and product testing or (D) cause Manufacturing at the facilities where the Products are Manufactured during the Supply Period (“Facilities”) to exceed the space allotted to such Products in the ordinary course of business. (iii) Should Manufacturer put into effect any such Alterations of Products, Buyer will also be responsible for (A) any resulting increase in costs or expense and (B) all documented liabilities, obligations, costs or expenses of Manufacturer, including those of third parties, directly arising out of or related to such Alterations, and those related to the failure or alleged failure of such Alterations to comply with applicable Law.
Appears in 3 contracts
Sources: Supply Agreement (Kellanova), Supply Agreement (WK Kellogg Co), Supply Agreement (WK Kellogg Co)