Product Liability and Warranty Sample Clauses

Product Liability and Warranty. Except as set forth on Section 2.29 of the Company Disclosure Schedule. each product or service sold, manufactured, designed, packaged, distributed, leased, provided or otherwise delivered by the Company or the Subsidiaries has been in conformity, in all material respects, with all applicable laws, contractual commitments and all express and implied warranties, and neither the Company or any of the Subsidiaries has any material liability (and, to the Company's Knowledge, there is no, basis for any, present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against, or recall by, the Company) for replacement or repair of any such products or services or other damages in connection therewith. Except as set forth on Section 2.29 of the Company Disclosure Schedule, to the Company's Knowledge, there is no, basis for any, present or future action against the Company giving rise to any material liability, arising out of product liability obligations or claims, or any injury to Person or property, in each case as a result of the ownership, possession or use of a product or service manufactured, sold, designed, packaged, distributed, leased, delivered or provided by the Company.

Product Liability and Warranty. No defect or deficiency exists in any of the products manufactured or sold by any Seller before the Closing, or in any finished Inventory, that could give rise to any liabilities or claims by any person or entity for breach of warranty, product liability, negligence, tort, toxic tort, or similar liabilities or claims.

Product Liability and Warranty. (a) Each product or service sold or otherwise delivered by the Company has been in conformity with all applicable contractual commitments and all express and implied warranties, and the Company has no liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against, or recall by, the Company) for replacement or repair of any such products or services or other damages in connection therewith, subject only to the reserve for product and service warranty claims set forth in the Financial Statements. No product manufactured, sold, leased or delivered, and no service provided, by the Company is subject to any recall or any guaranty, warranty or other indemnity beyond the applicable standard terms and conditions of sale, lease or service. Schedule 5.20 sets forth true and complete copies of the standard terms and conditions of sale, lease or service of the Company (containing applicable guaranty, warranty and indemnity provisions). There have been no recalls of any of the products manufactured, sold, distributed, leased, delivered or provided by the Company and there exists no basis that could result in any such recalls. (b) The Company has no liability, and there is no basis for any present or future Action against the Company giving rise to any liability, arising out of any injury to Person or property as a result of the ownership, possession or use of a product or service manufactured, sold, distributed, leased, delivered or provided by the Company.

Product Liability and Warranty. (a) Except as set forth in Exhibit 4.16: (i) each product manufactured, sold or otherwise delivered by AOAG, any Assets Seller, any Target Group Company or any Controlled Dealership Entity is in conformity in all material respects with applicable Laws relating to product liability, contractual commitments and all express and implied warranties; and (ii) during the 3 years preceding the date of this Agreement, there have been no mandatory product recalls relating principally to safety or similar non-compliance issues by AOAG or any Target Group Company. (b) For the avoidance of doubt, this Section 4.16 does not include any representation or warranty relating to matters governed by Emissions Laws which shall be solely governed by Article 16.

Product Liability and Warranty. (a) The Products that Seller is developing, manufacturing, having manufactured by a Person other than Seller, marketing, selling and distributing as of the Closing Date are listed on Schedule 1.1. Any products that Seller (i) has ever previously developed, manufactured, marketed, sold or distributed in connection with the Purchased Assets, and (ii) no longer develops, manufactures, markets, sells or distributes are listed on Schedule 4.17(a). Each Product is and has been in conformity in all material respects with all applicable contractual commitments and all express and implied warranties, and Seller does not have any Liability (and, to Seller’s Knowledge, there is no basis for any present or future Claim or Legal Proceeding against Seller or Buyer on or after the Closing Date) or other Damages in connection therewith. No Product manufactured by or for, marketed, sold, delivered, or provided or distributed by Seller is subject to any guaranty, warranty or other indemnity beyond applicable Law and the applicable standard terms and conditions of sale. (b) Seller does not have any Liability and there is no basis for any present or future Claim or Legal Proceeding against Seller or Buyer, giving rise to any Liability, arising out of any injury to any Person or property as a result of the ownership, possession or use of a Product manufactured by or for, marketed, sold, delivered, or provided or distributed by Seller. (c) Seller’s warranties exclude all warranties provided by Contract Manufacturers. Seller passes back to the Contract Manufacturers all Products that are covered by that Contract Manufacturer warranty, and Seller has no Liability therefor.

Product Liability and Warranty. (a) Each product sold or delivered by the Group Companies (or to the Iconex Companies with respect to the Business, the Contributed Assets or the Assumed Liabilities prior to the Reorganization or, to the Knowledge of Seller, with respect to the Business on behalf of the Group Companies, the Contributed Assets or the Assumed Liabilities, after the Reorganization) (the “Products”) is and in the past three (3) years has been in conformity in all material respects with all product specifications and all express and implied warranties. Except as set forth on Section 4.22 of Seller Disclosure Schedules, the Group Companies do not have any Liability for the sale of Products to any customer or other damages in connection therewith or any other customer or product obligations that would be reasonably expected to be material or that is not reserved against on the Interim Business Balance Sheet. (b) Any reasonably implied or express representations or statements, disseminated in connection with the Products, whether on product labeling, packaging, or advertising and promotional materials are (i) accurate and complete and supported in all material respects by adequate, reliable, and reasonable prior substantiation at least at the level of substantiation advertised, and (ii) have been made in compliance with applicable Law. (c) In the past three (3) years, there has been no recall, withdrawal, or suspension (whether voluntary or mandatory) of any Product, including any recall required by any Government Entity. (d) To Seller’s Knowledge, there are no material defects in the design or manufacture of any products of the Group Companies (or of the Iconex Companies with respect to the Contributed Assets or the Assumed Liabilities prior to the Reorganization or, to the Knowledge of Seller, with respect to the Business on behalf of the Group Companies, the Contributed Assets or the Assumed Liabilities after the Reorganization) that likely will give rise to warranty claims under any warranties to customers or to claims of defect in the design or manufacture.

Product Liability and Warranty. (a) Each product sold or otherwise delivered by the Company has been in conformity with all applicable contractual commitments and all express and implied warranties, and the Company has no liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company) for replacement or repair of any such products or other damages in connection therewith, subject only to the reserve for product warranty claims set forth in the Interim Financial Statements. No product manufactured, sold, leased or delivered by the Company is subject to any guaranty, warranty or other indemnity beyond the applicable standard terms and conditions of sale, lease or service. Schedule 4.24 sets forth true and complete copies of the standard terms and conditions of sale, lease or service of the Company (containing applicable guaranty, warranty and indemnity provisions). (b) The Company has no liability, and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company giving rise to any liability, arising out of any injury to Person or property as a result of the ownership, possession or use of a product manufactured, sold, leased or delivered by the Company.

Product Liability and Warranty. Except as set forth on Section 3.20 of the Seller Disclosure Letter, since July 1, 2015, all of the products manufactured, sold, leased, and delivered by the Business have conformed in all material respects with all applicable contractual commitments and all express and implied warranties, and the Business does not have any outstanding and unperformed material liability for replacement or repair thereof or other damages in connection therewith, subject only to any reserve for product warranty claims set forth on the Financial Statements, as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Business. Except as set forth on Section 3.20 of the Seller Disclosure Letter, with respect to any product or service manufactured, sold, leased or delivered by the Business or the Seller since July 1, 2015, none of the Seller or the Business has received any written notice or, to the Knowledge of the Seller, any oral notice, of any material proceedings pending or threatened against the Business or the Seller with respect to the quality or performance of such products or services with respect to claims in excess of $20,000 individually, or $50,000 in the aggregate (which would include any claims relating to any alleged defects, deficiencies, non-conformance, or negligence with respect to any such products or services). The Seller has heretofore delivered to the Buyer true and correct copies of all written warranties currently in effect covering the respective products of the Business. During the past three years, the aggregate warranty expenses experienced during any one year by the Business did not exceed the amounts specified on Section 3.20 of the Seller Disclosure Letter, and to the Knowledge of the Seller, there is not any defect in any products of the Business that would reasonably be expected to result in a product liability or product warranty claim in excess of $25,000 after the Closing Date.

Product Liability and Warranty. There is no basis for any present or, to the knowledge of the Seller, future action, suit, proceeding, investigation, charge, compliant, claim or demand against any Acquired Company giving rise to any liability, arising out of any injury to individuals or properties as a result of any products designed, manufactured, assembled, repaired, distributed, delivered or sold or services rendered in connection with the Business, except such as will not result in a Material Adverse Effect.

Product Liability and Warranty. Section 3.21 of the Disclosure Schedule sets forth the standard warranties for all products manufactured, sold, leased or delivered by the Company and the Subsidiaries, it being understood that customer warranties routinely supersede the standard warranties offered by the Company and its Subsidiaries. Since July 31, 2008, to the Knowledge of the Seller, neither the Company nor any of the Subsidiaries has taken any action which is reasonably likely to give rise to an increase in product warranty claims from the Company’s historical experience.