Litigation; Product Liability. Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement, there is no action, suit, proceeding, claim, arbitration or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries that, individually or in the aggregate, has had, or is reasonably likely to have, a Company Material Adverse Effect. There are no material judgments, orders or decrees outstanding against the Company or any of its Subsidiaries. No material product liability claims have been asserted or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries with respect to any Company Products.
Litigation; Product Liability. Except as disclosed in the Parent SEC Reports filed prior to the date of this Agreement, there is no action, suit, proceeding, claim, arbitration or investigation pending or, to the knowledge of the Parent, threatened against or affecting the Parent or any of its Subsidiaries that, individually or in the aggregate, has had, or is reasonably likely to have, a Parent Material Adverse Effect. There are no material judgments, orders or decrees outstanding against the Parent or any of its Subsidiaries. No product liability claims have been asserted or, to the knowledge of the Parent, threatened against the Parent or any of its Subsidiaries relating to products or product candidates developed, tested, manufactured, marketed, distributed or sold by the Parent or any of its Subsidiaries.
Litigation; Product Liability. (a) Except as set forth on Schedule 3.9(a) of the Disclosure Schedules, there are no claims, actions, suits, administrative, arbitration or other inquiries, investigations or proceedings (collectively, "CASES") pending, or, to Seller's knowledge, threatened, against Seller or any of its subsidiaries or any of their properties, assets and business operations, as of the date hereof, by or before any court, governmental or regulatory authority or by any third party, in each case relating to the Business. Seller is not subject to any judgments, orders or decrees entered in any lawsuits or proceedings that are related to the Business.
(b) Except as set forth on Schedule 3.9(b) of the Disclosure Schedules, as of the date hereof, there are no pending, or, to the knowledge of Seller, threatened civil, criminal or administrative actions, suits, demands, claims, notices of violation, investigations, proceedings or demand letters against Seller or any of its subsidiaries relating to any alleged hazard or alleged defect in design, manufacture, materials or workmanship, including any failure to warn or alleged breach of express or implied warranty or representation, relating to any product manufactured, distributed or sold by or on behalf of Seller with respect to the Business. Schedule 3.9(b) of the Disclosure Schedules sets forth, as of the date hereof, a true and complete list of all written, non-uniform product warranties, indemnifications or guarantees with respect to any products manufactured by Seller and sold or distributed by the Business that Seller has extended to any of its customers.
Litigation; Product Liability. 21 SECTION 3.10
Litigation; Product Liability. (a) There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or to the Company’s knowledge, currently threatened in writing (i) against the Company or any officer, director or Key Employee of the Company; (ii) that questions the validity of the Transaction Agreements or the right of the Company to enter into them, or to consummate the transactions contemplated by the Transaction Agreements; or (iii) that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Company nor, to the Company’s knowledge, any of its officers, directors or Key Employees is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers, directors or Key Employees, such as would affect the Company). There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to the Company) involving the prior employment of any of the Company’s employees, their services provided in connection with the Company’s business, or any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.
(b) Since January 1, 2003, no Product Warranty or similar claims have been made against the Company or affecting any of the Company’s Assets or operations except routine claims as to which, in the aggregate, losses and expenses in respect of service costs and repair or replacement of merchandise were not material to the Company. The Company has not received notice or information as to any claim or allegation of personal injury, death, or property or economic damages, any claim for punitive or exemplary damages, any claim for contribution or indemnification, or any claim for injunctive relief in connection with any Products. Since January 1, 2003, the Company has not been required to file any notification or other report with, or provide information to, any Governmental Authority or product safety standards group concerning actual or potential defects or hazards with respect to any Products. All Products that are required to meet the requirements to be registered by the EPA, the FDA, or other Governmental Aut...
Litigation; Product Liability. To the Company’s knowledge, there is no action, suit, proceeding, arbitration or investigation pending or threatened against the Company or any of its Subsidiaries which (a) seeks either damages in excess of $250,000 or material equitable relief or (b) challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated by this Agreement. There are no material adverse judgments, orders or decrees outstanding against the Company or any of its Subsidiaries that specifically name the Company or any of its Subsidiaries. To the Company’s knowledge, no product liability claims have been asserted or threatened against the Company or any of its Subsidiaries relating to products or product candidates developed, tested, manufactured, marketed, distributed or sold by the Company or any of its Subsidiaries, except for any such claims, individually or in the aggregate, that are not material to the business of the Company and its Subsidiaries, taken as a whole.
Litigation; Product Liability. To the Buyer’s knowledge, there is no action, suit, proceeding, arbitration or investigation pending or threatened against the Buyer or any of its Subsidiaries which (a) seeks either damages in excess of $250,000 or material equitable relief or (b) challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated by this Agreement. There are no material adverse judgments, orders or decrees outstanding against the Buyer or any of its Subsidiaries that specifically name the Buyer or any of its Subsidiaries. To the Buyer’s knowledge, no product liability claims have been asserted or threatened against the Buyer or any of its Subsidiaries relating to products or product candidates developed, tested, manufactured, marketed, distributed or sold by the Buyer or any of its Subsidiaries, except for any such claims, individually or in the aggregate, that are not material to the business of the Buyer and its Subsidiaries, taken as a whole.
Litigation; Product Liability. Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement, there is no civil, criminal or administrative action, suit, proceeding, claim, arbitration, hearing or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries that (a) seeks either damages in excess of $50,000 or equitable relief or (b) in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated by this Agreement. There are no material judgments, orders, awards or decrees outstanding or pending against the Company or any of its Subsidiaries. No product liability claims have been asserted or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries relating to products or product candidates developed, tested, manufactured, marketed, distributed or sold by the Company or any of its Subsidiaries.
Litigation; Product Liability. (a) Except as set forth on Schedule 4.7(a), there is no Legal Proceeding pending or, to the Knowledge of the Company, threatened against the Company or the Subsidiary or any of their properties or assets (or, to the Knowledge of the Company, any of their respective current or former officers, managers, directors or employees in their capacities as such), (i) that involves a claim for more than $100,000, (ii) that seeks any material injunctive relief, or (iii) with respect to which either the Company or the Subsidiary has or is reasonably likely to have an indemnification obligation. There is no Legal Proceeding pending or, to the Knowledge of the Company, threatened that is reasonably likely to prohibit, restrain or delay the ability of the Sellers to consummate the transactions contemplated hereby. There are no Orders outstanding against the Company or the Subsidiary or any of their properties or assets. Schedule 4.7(a) sets forth the paragraph IV Legal Proceedings that are pending against the Company or the Subsidiary as of date hereof, which Schedule shall be updated as of the Closing Date (the “Paragraph IV Legal Proceedings”).
(b) To the Knowledge of the Company, since January 1, 2008, there has not been any Legal Proceeding pending or threatened against the Company arising out of any personal injury and/or death proximately caused by the use of the Products.
Litigation; Product Liability. 14.19.1 Except as disclosed in Schedule 14.19.1, there is (i) no lawsuit, court action, arbitration or similar proceeding pending (rechtshängig) or, to the Seller’s Knowledge, threatened in writing before any court of law or arbitral tribunal, to which an EMP Group Company is a party, with a value in dispute (Streitwert) in excess of EUR 50,000.00 (in words: Euro fifty thousand) in the individual case or in the aggregate with respect to a series of individual cases based on similar grounds and (ii) no still extant judgment or arbitral award under which an EMP Group Company is subject to, as of the Signing Date, unsatisfied payment obligations with a value exceeding EUR 50,000.00 (in words: Euro fifty thousand) in the individual case or in a series of individual cases based on similar grounds.
14.19.2 Except as disclosed in Schedule 14.19.2, during the twenty-four (24) months prior to the Closing Date, (i) no EMP Group Company has recalled (zurückgerufen) a product or terminated its production or marketing, in each case, due to non-conformity of such product with quality or legal requirements or due to serial defects of such product, (ii) no EMP Group Company issued to customers any general product warning regarding any of its products, and (iii) no product placed on the market by any EMP Group Company was the subject of a product recall by such EMP Group Company or was requested or ordered by a governmental authority vis-à -vis any EMP Group Company to be the subject of a product recall by any EMP Group Company.
14.19.3 During the twenty-four (24) months prior to the Closing Date, no EMP Group Company has received any written allegation from any person to the effect that it delivered any products or rendered any services which have not been in compliance with contractual specifications or have triggered statutory warranty claims (Gewährleistungshaftung) or claims under applicable law relating to product liability (Produkthaftung), in each case which resulted or are reasonably expected to result in payment obligations of such EMP Group Company exceeding EUR 100,000.00 (in words: Euro one hundred thousand) in each individual case or in a series of individual cases based on similar grounds, which claims have not been fully settled prior to the Signing Date.
14.19.4 There is no pending investigation of which notification has been provided to any EMP Group Company by any governmental authority pursuant to which the governmental authority has threatened in writi...
