Product Liabilities. There are no product recalls, trade disputes, product liabilities or product tampering claims now pending, threatened against or made by or affecting the Company or any of its directors, officers or employees or the businesses, assets or rights of the Company.
Product Liabilities. Seller has not had nor does Seller have any Liability (and, to Seller’s Knowledge, there is no reasonable basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against it giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession or use of any of the Purchased Assets developed, tested, distributed, manufactured, sold or delivered by Seller.
Product Liabilities. Each product manufactured, sold, leased, licensed, delivered or installed by a Group Company and all services performed by a Group Company for customers (collectively, the “Products”) is, and at all times since the Lookback Date has been, in all material respects (i) in compliance with all applicable Laws, (ii) fit, in all material respects, for the ordinary purposes for which it is intended to be used, (iii) in conformity in all material respects with any and all Contracts, express and implied warranties, promises and affirmations of fact made by any Group Company. No Group Company has any material Liability (and, to the Knowledge of the Company, there is no fact, situation, circumstance, condition or other basis for any present or future Action giving rise to any material Liability) for replacement or repair of any Products or other damages in connection with any Products, subject only to the reserve for product warranty claims set forth on the face of the Reference Balance Sheet, as adjusted for the passage of time in accordance with GAAP. None of the Products sold by any Group Company since the Lookback Date has been the subject of any replacement, retrofit, modification or recall campaign by any Group Company (voluntary or otherwise), and to the Knowledge of the Company, there is no reasonable basis for any replacement, retrofit, modification or recall campaign relating to such Product. There are not and there have not been any material disputes or material controversies involving any customer, distributor, supplier or any other Person regarding the quality, merchantability or safety of or defect in, or involving a claim of breach of warranty which has not been fully resolved with respect to, or involving a claim for product liability damages directly or indirectly caused by, any Product purchased, manufactured or sold by any Group Company.
Product Liabilities. All liabilities with respect to the Business arising out of claims of third parties for damage or injury suffered as the result of defective products sold by Seller (or its applicable subsidiaries) prior to the Closing Date, except the Retained Product Liabilities (as defined in Section 1(d)(xi));
Product Liabilities. None of the Company or any of its Subsidiaries has received any written claim, and to the knowledge of the Company any other claim, and, to the knowledge of the Company, there are no incidents that could reasonably be expected to give rise to a claim for or based upon breach of product warranty (other than warranty service and repair claims in the ordinary course of business not material in amount or significance), strict liability in tort, negligent manufacture of product, negligent provision of services or any product complaint, adverse event report or any other similar allegation of liability, including or resulting in product recalls and including or resulting in bodily injury or property damage, arising from the materials, design, testing, manufacture, packaging, labeling (including instructions for use), clinical trials of or sale of the Company Pharmaceutical Products or from the provision of services, and to the knowledge of the Company, there is no basis for any such claim. Except for compassionate use, the Company does not sell and has never sold any Company Pharmaceutical Products.
Product Liabilities. The notice, filing or commencement of any product recall, trade dispute, product liability or product tampering claim threatened against or made by or affecting the Company or any of its directors, officers or employees or the businesses, assets or rights of the Company, which recall, dispute, liability or tampering claim, if adversely determined against the Company, could result in liability in excess of $50,000 in the aggregate.
Product Liabilities. Except as set forth in the Disclosure Schedule, there are no product warranty, product liability or similar claims pending, or to the best knowledge of the Company overtly threatened, against the Company or any of its subsidiaries.
Product Liabilities. Except for warranty obligations, any Liability or obligation arising from any product liability of Seller or the Business not included in the Assumed Liabilities in respect of products of the Business manufactured, sold or provided to customers, clients or others, prior to the Closing Date.
Product Liabilities. (a) Except as set forth in Section 5.24(a) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has received any claim for or based upon breach of product warranty (other than warranty service and repair claims in the ordinary course of business not material in amount or significance), strict liability in tort, negligent manufacture of product, negligent provision of services or any product complaint, adverse event report, or any other similar allegation of liability, including or resulting in product recalls, arising from the materials, design, testing, manufacture, packaging, labeling (including instructions for use) or sale of its products or from the provision of services; and, to the best Knowledge of the Company, there is no basis for any such claim. The products sold or delivered or services rendered by the Company and its Subsidiaries comply with all contractual requirements, warranties or covenants applicable thereto and are not subject to any term, condition, guaranty, warranty or other indemnity beyond the applicable standard terms and conditions of sale for such products and services, copies of which have previously been delivered or made available to the Purchaser.
(b) Section 5.24(b) of the Disclosure Schedule contains a list of all product recalls, market withdrawals, product corrections, and product removals conducted by the Company and its Subsidiaries since January 1, 2010.
(c) Section 5.24(c) of the Disclosure Schedule contains a list of products of the Company and its Subsidiaries in development and planned introductions. The product and service, engineering, development, manufacturing and quality control processes that have been and are being followed by the Company and its Subsidiaries are designed to produce products and services that (i) are consistent with the claims made about them in the sales brochures of the Company and its Subsidiaries and other statements made about them by or on behalf of the Company and its Subsidiaries, (ii) otherwise meet the reasonable expectations of customers of the Company and its Subsidiaries, (iii) comply with Applicable Law and (iv) avoid claims of the type described in Section 5.24(a) and 5.13.
(d) Except as set forth in Section 5.24(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has made any sales to customers that are contingent upon (i) providing future enhancements of existing products, (ii) adding features not currently available on exist...
Product Liabilities. Since the Applicable Date, none of the Purchaser or any of its Subsidiaries has received any written claim, and to the Purchaser’s Knowledge, any other claim, and, to the Purchaser’s Knowledge, there are no incidents that would reasonably be expected to give rise to a claim for or based upon breach of product warranty (other than warranty service and repair claims in the Ordinary Course not material in amount or significance), strict liability in tort, negligent manufacture of product, negligent provision of services or any product complaint or any other similar allegation of liability, including or resulting in product recalls, except as would not have a Purchaser Material Adverse Effect.
