Product Liabilities and Warranties. (a) Except as set forth in Schedule 4.24(a) and except for normal warranty claims and return allowances incurred in the Ordinary Course of Business and consistent with prior experience, no Amtrol Company has, since January 1, 2013, incurred any Liabilities in excess of $250,000 in the aggregate as a result of any defect or other deficiency (whether of design, materials, workmanship, labeling, instructions, or otherwise) with respect to any product designed, manufactured, sold, leased, licensed or delivered, or any service provided by such Amtrol Company, whether such Liability was incurred by reason of any express or implied warranty (including any warranty of merchantability or fitness), any Contract, any doctrine of common law (tort, contract, or other), or any other Law. Since January 1, 2013, no Governmental Body has alleged that any product designed, manufactured, sold, leased, licensed or delivered by any Amtrol Company is defective or unsafe or fails to meet any product warranty or any other standards promulgated by such Governmental Body. No product designed, manufactured, sold, leased, licensed or delivered by any Amtrol Company has been recalled and, to the Knowledge of the Company, there is no defect or other state of affairs with respect to any such product which would be reasonably expected to result in any such recall. The products designed, manufactured, sold, leased, licensed or delivered by the Amtrol Companies do not have any defects or other deficiencies (whether of design, materials, workmanship, labeling, instructions, or otherwise) that would reasonably be expected to result in a number of warranty claims to the Amtrol Companies that is inconsistent with the Amtrol Companies’ prior warranty claim experience with respect to such products, under any express or implied warranty (including any warranty of merchantability or fitness), any Contract, any doctrine of common law (tort, contract, or other) or any other Law.
(b) Except as set forth in Schedule 4.24(b), since January 1, 2016, no Amtrol Company has given to any Person any product or service guaranty or warranty, right of return or other indemnity relating to the products manufactured, sold, leased, licensed or delivered, or services performed, by such Amtrol Company, that in any such case is materially more favorable to such Person than that provided in the standard terms and conditions of such Amtrol Company.
Product Liabilities and Warranties. (i) Except as set forth in Section 4(y)(i) of the Disclosure Letter, within the past three (3) years, neither the Company nor any of its Subsidiaries has received written notice of any unresolved claim of personal injury, death, or property or economic damages, or for injunctive relief, in each case as a result of any defect or other deficiency (whether of design, materials, workmanship, labeling, instructions or otherwise) with respect to any product designed, manufactured, sold, leased, licensed or delivered, or any service provided, by the Company or any of its Subsidiaries, other than claims made under or pursuant to contractual product or service warranties. No Governmental Entity has alleged in writing within the past three (3) years that any product designed, manufactured, sold, leased, licensed or delivered by the Company or any of its Subsidiaries is defective or unsafe or fails to meet any product warranty or standards promulgated by any such Governmental Entity. No product designed, manufactured, sold, leased, licensed or delivered by the Company or any of its Subsidiaries has been recalled, and neither the Company nor any of its Subsidiaries has received any written notice of recall of any such product from any Governmental Entity.
(ii) Section 4(y)(ii) of the Disclosure Letter sets forth the form warranty terms applicable to the products manufactured, sole, leased, licensed or delivered by the Company and its Subsidiaries (it being understood and acknowledged that the Company and its Subsidiaries have deviated from such form warranty terms with respect to certain products, services and customers).
Product Liabilities and Warranties. (a) To the Sellers’ Knowledge, there are no material design or manufacturing defects in any of the products of the Business that were manufactured and sold prior to the Closing for which there could be a recall or widespread customer claims. No Governmental Entity has alleged in writing to any Acquired Company that any product designed, manufactured, sold, leased, licensed, or delivered by any Acquired Company is defective or unsafe or fails to meet any product warranty or any standards promulgated by any such Governmental Entity. Except as set forth on Schedule 2.26(a), no product designed, manufactured, sold, leased, licensed, or delivered by any Acquired Company has been recalled, and no Acquired Company has received any notice of recall (written or oral) of any such product from any Governmental Entity.
(b) The Sellers have made available to Buyer the standard terms and conditions of sale of the Acquired Companies. Except as set forth on Schedule 2.26(b) or as set forth in any Material Contract, no Acquired Company has given to any Person any product or service guaranty or warranty, right of return, or other indemnity relating to the products manufactured, sold, leased, licensed, or delivered, or services performed, by any Acquired Company different from the standard terms and conditions made available to Buyer.
Product Liabilities and Warranties. 16 3.24 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . 16 3.25
Product Liabilities and Warranties. (a) As of the date of this Agreement, the Business has no outstanding product warranty claim with respect to its products in excess of $150,000 individually and no outstanding product warranty obligations outside of any customer Contracts entered into in the ordinary course of business consistent with past practice, other than those arising by operation of Legal Requirements or in the ordinary course of business consistent with past practice.
(b) Since January 1, 2011, no Person has asserted or threatened in writing, or to the Knowledge of Parent, otherwise threatened in writing to assert, any claim or Proceeding with respect to product safety, defects, deficiencies, negligence or liability with respect to any products manufactured, produced, distributed or sold by the Business or any services performed by the Business.
Product Liabilities and Warranties. (a) Except as set forth in Section 2.22(a) of the Seller Disclosure Letter, there has not been any Litigation in the three (3) years prior to the date hereof alleging any material liability of any Transferred Entity as a result of any defect or other deficiency, product return and/or warranty obligations with respect to any product or service sold, manufactured, developed, rendered and/or distributed by any Transferred Entity. In the three (3) years prior to the date hereof, no products or services sold, manufactured, developed, rendered and/or distributed by any Transferred Entity have been the subject of any recall Litigation or similar Litigation (including any action undertaken by any Transferred Entity on a voluntary basis).
(b) To the Knowledge of Seller, all products and services sold, manufactured, developed, rendered and/or distributed by any Transferred Entity during the twelve (12) calendar months prior to the date hereof have been in conformity in all material respects with all applicable contractual commitments, all express and implied warranties and all applicable Laws, and, to the Knowledge of Seller, none of the Transferred Entities has any liability for replacement thereof or other damages in connection therewith that would reasonably be expected to exceed the greater of $250,000 and the amount of any applicable reserves specific therefor, and the aggregate amount of any such liabilities of the Transferred Entities not specifically reserved for by the Transferred Entities does not exceed $1,000,000.
Product Liabilities and Warranties. 22 Section 4.32 Disclosure . . . . . . . . . . . . . . . . . . . . 23
Product Liabilities and Warranties. There are no express or implied warranties applicable to products or services sold or provided by the Company except as provided by statute or disclosed on Section 4.31 of the Disclosure Schedule. Except as set forth in Section 4.31 of the Disclosure Schedule, there is no action, suit, proceeding or claim pending or, to the best knowledge of the Seller, threatened against the Company under any warranty, express or implied, and there is no basis upon which any claim could be made. Section 4.31 of the Disclosure Schedule also summarizes all product liability claims that have been asserted against the Company during the five (5) years preceding the date of this Agreement.
Product Liabilities and Warranties. Section 3.22 of the Disclosure Schedule sets forth (a) a copy of the form of written warranties covering each product sold in the Business; and (b) a summary of any modification of such warranty given to any customer that is still in effect. During the past five years, the aggregate amount of expenses incurred by the Rugged Liner Companies relating to warranty claims has not exceeded $230,000. There have been no personal injury product liability claims asserted against any Rugged Liner Company during the last five years.
(j) SECTION 6.3. Section 6.3 of the Merger Agreement is amended to read in its entirety as follows:
Product Liabilities and Warranties. Except as set forth on Schedule 7.22, no Seller has incurred any material Liability as a result of any defect or other deficiency (whether of design, materials, workmanship, labeling, instructions or otherwise) with respect to any product designed, manufactured, sold, leased, licensed or delivered, or any service provided by a Company, whether such Liability is incurred by reason of any express or implied warranty (including any warranty of merchantability or fitness), doctrine of common law (tort, contract or other), Applicable Law or otherwise. No event has occurred or circumstance exists that (with or without notice or lapse of time) could result in any such Liability. No Seller has given to any Person any product or service guaranty or warranty, right of return or other indemnity relating to the products manufactured, sold, leased, licensed or delivered, or services performed, by a Company.
