Business Products. (a) The commercially released Business Products that are offered or sold to third parties as of the date of this Agreement conform in all material respects with the Business’s applicable published product specifications and all applicable standards for quality and workmanship prescribed by Law. From [***] until the date hereof, no Seller Entity has received any written warranty claims, contractual terminations or requests for settlement or refund due to the failure of such Business Products to meet their specifications or requirements except in the Ordinary Course of Business in an amount substantially consistent with financial statement reserves for such Business Products.
(b) Section 3.10(b) of the Seller Disclosure Schedule contains a complete and accurate list of all Business Products that are, as of the date of this Agreement, sold, offered for sale, or provided to third parties by the Seller Entities.
(c) Each Business Product sold by any of the Seller Entities prior to the date of this Agreement, at the time of such sale, was materially in conformity with all warranties made by the Seller Entities or any of their Affiliates with respect to such Business Product. None of the Seller Entities has provided any warranty in respect of any Business Product other than as may be set forth in any of the Assumed Contracts.
(d) Notwithstanding anything in this Agreement to the contrary, the representations and warranties contained in this Section 3.10 are the sole and exclusive representations and warranties made by the Seller with respect to the conformance of the Business Products with product specifications and all applicable standards for quality and workmanship prescribed by Law and any warranty and product liabilities related to the Business Products.
Business Products. (i) Each Business Product manufactured and sold after October 20, 2008, conforms and complies in all material respects with the terms and requirements of any applicable warranty, the agreement related to such Business Product and with all applicable Laws.
(ii) Since October 20, 2008, a no customer or other Person has asserted in writing or threatened in writing to assert any claim against Seller under or based upon any other warranty for a Business Product.
(iii) Each Business Product manufactured and sold after October 20, 2008 is free of any material design defect or other material defect or deficiency at the time it was sold or otherwise made available, other than any immaterial bug that would not adversely affect in any material respect such Business Product.
(iv) All installation services, programming services, repair services, maintenance services, support services, training services, upgrade services and other services that have been performed by Seller in connection with the conduct of the Business since October 20, 2008 were performed in all material respects in accordance with the terms and requirements of all applicable warranties and the agreement related to such services and with all applicable Laws.
(v) To Seller’s Knowledge, since October 20, 2008, no product liability claims have been threatened, alleged or filed against Seller related to any Business Product.
(vi) Those certain electronic databases titled “td.tar.gz,” “gd.tar.gz” and “sland.tar.gz.” provided by Seller to Parent Purchaser on August 30, 2011 included a listing as of such date of the bugs, defects and errors in the Business Products or Software Programs logged in Seller’s standard database for tracking bugs, defects and errors.
Business Products. 6 Product Fulfillment/Collateral/Billing................................9
Business Products. (a) sets forth all Business Products as to which Seller has earned any revenues from and including January 1997 up to and including June 2000.
(b) As to the Business Products included thereon, Exhibit A-1 sets forth correctly and completely (i) Seller's part number for such product, (ii) Seller's product number (designated thereon as the "Basic ML #"), (iii) whether such product has been announced as "end of life" (designated by an "E" thereon), (iv) the mask set name (if mask sets are available) and (v) the foundry associated with such product. If a mask set is not available for a product the designation "none" appears in the last column of Exhibit A-1, and if masks sets are partially available the designation "base set" appears in the last column of Exhibit A-1.
(c) Except for such Business Products designated as "end of life" on Exhibit A-1, on the Closing Date, all of the Business Products set forth on Exhibit A-1 could be manufactured by Seller under existing agreements to the extent mask sets are available, and no rights under any other contract or agreement with any third party would be required by Seller to manufacture any Business Product set forth on Exhibit A-1.
Business Products. (A) All products or services that are licensed, sold, distributed or, in the case of services, performed, by or on behalf of the Company in connection with, or relating to, the Business and (B) all products or services currently under development by the Company in connection with, or relating to, the Business, or which the Company is contractually obligated to develop in connection with, or relating to, the Business, (all the foregoing, the “Business Products”) are set forth in Schedule 3.14(n).
Business Products. (a) All Business Products sold by any member of the Seller Group or the Additional Seller Group Company conform and comply in all material respects with the terms and requirements of all applicable contractual obligations, applicable express and implied warranties (to the extent not subject to legally effective express exclusions thereof) and Applicable Law and no customer or other Person has asserted or threatened directly and overtly to assert any claim against Seller or any of its Affiliates under or based upon any contractual obligation or warranty provided by or on behalf of Seller or any of its Affiliates with respect to any Business Products.
(b) No Business Products contain any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus” or other software routines or hardware components designed to permit unauthorized access or to disable or erase software, hardware or data (“Viruses”). Seller, the other Seller Group members and the Additional Seller Group Company have taken steps reasonably necessary to prevent the introduction of Viruses into Acquired Technology.
(c) Section 3.10(c) of the Seller Disclosure Schedule sets forth a complete and accurate list of all known failures of the Business Products to comply with the technical specifications and documentation for the Business Products during the fifteen (15) month period prior to the date of this Agreement. During the two (2) year period prior to the date of this Agreement, neither Seller nor any Affiliate of Seller has recalled or been required to recall any Business Products.
Business Products. (a) Except as set forth on Section 3.10(a) of the Disclosure Schedule, the Business Products that are being, and since January 1, 2014 have been, offered, sold or otherwise delivered or shipped to customers or other third parties conform in all material respects with all applicable product specifications and documentation, commitments under Contracts, express and implied warranties and all applicable standards for quality and workmanship prescribed by Law. Since January 1, 2014, none of the Sellers (with respect to the Business) or the Business Subsidiary has received any warranty claims, contractual terminations or requests for settlement or refund due to the failure of the Business Products to meet their specifications or other requirements, except in the Ordinary Course of Business in an amount substantially consistent with financial statement reserves for such Business Products.
(b) Section 3.10(b) of the Disclosure Schedule contains a complete and accurate list of all Business Products that have been sold, offered for sale, or provided to third parties by either Seller or the Business Subsidiary since January 1, 2014.
(c) Except as set forth in Section 3.10(c) of the Disclosure Schedule, no Business Product is subject to any guaranty, warranty, right of return, right of credit, service level agreement obligation or other indemnity, other than: (i) under applicable Law; and (ii) the applicable standard terms and conditions of sale of the Business as in effect at the time of sale. The reserves for warranty claims set forth on the Latest Balance Sheet were calculated in accordance with the Historic Method and as of the date of this Agreement are adequate in light of the circumstances of which the Seller has Knowledge.
Business Products. (a) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Business and the Purchased Entities, taken as a whole, each Purchased Entity’s stocks and products are of satisfactory and certified quality and saleable in the ordinary course of business in accordance with their current price list and standard terms of sale. The Purchased Entities’ level of stock is reasonable based on current and anticipated demand.
(b) All Business Products are manufactured, stored, distributed, imported, exported, marketed and otherwise commercialized in all material respects in accordance with the specifications and standards contained in the Business Permits and applicable Laws relating to the research, development, manufacture, commercialization, distribution, testing, use, storage and sale of such products, and, to the Knowledge of Seller, are free from any material design and/or manufacturing defects.
(c) None of the Purchased Entities or, as far as the Specified Marketing Authorizations are concerned, the Swiss Seller Entity has, in the past five (5) years, (i) been involved in any Proceeding before any Governmental Entity or arbitration tribunal with respect to product liability Law, alleged defects, non-conformity, product defects and/or warranty claims, and, to the Knowledge of Seller, no such Proceeding has been threatened in writing, or (ii) received or given notice in writing of any alleged defect or deficiency with respect to any product recall campaign or violation of any product liability Law and, (y) to the Knowledge of the Seller, there are no circumstances which would reasonably be expected to lead to any claim or Proceeding with respect to any matter referred to in clause (x) of this section.
(d) None of the Purchased Entities has carried out any voluntary or mandatory recall or withdrawal of Business Products or issued any product warning to healthcare providers, health authorities, customers and/or consumers in the last five (5) years, and to the Knowledge of the Seller, there are no circumstances which would reasonably be expected to result in any such action following the date hereof.
(e) In the past five (5) years, none of the Business Products have been either voluntarily or involuntarily seized, withdrawn, recalled, detained, or subject to a suspension of manufacturing, and to the Knowledge of the Seller there are no facts or circumstances that would reasonably be expected to cause (i) the seizure, denial, ...
Business Products. (a) Prior to the Closing Date, the Seller will deliver to the Buyer a true and complete list of all Product Registrations granted to the Companies and the Asset Selling Subsidiaries in respect of the Business Products, and the jurisdiction in which each such Product Registration was issued or granted. Except as specified in Schedule 4.24, the Seller, the Companies and the Asset Selling Subsidiaries are the exclusive owners of the Product Registrations and none of them have granted any right of reference with respect thereto to any Third Party.
(b) The Business has not manufactured or sold a product prior to the Closing Date that will result in a material Product Liability.
Business Products. (a) Prior to the Closing Date, the Seller will deliver to the Buyer a true and complete list of all Product Registrations granted to the Companies and the Asset Selling Subsidiaries in respect of the Business Products, and the jurisdiction in which each such Product Registration was issued or granted. Except as specified in Schedule 4.24, the Seller, the Companies and the Asset Selling Subsidiaries are the exclusive owners of the Product Registrations and none of them have granted any right of reference with respect thereto to any Third Party. Prior to the Closing Date, Seller will deliver to the Buyer a true and complete list of all Business Products that are eligible for reimbursement from health care Governmental Authorities.
(b) The Business has not manufactured or sold a product prior to the Closing Date that will result in a material Product Liability.
