Product Liability; Product Warranties. The Seller has provided the Purchaser complete and accurate copies or forms of all written customer warranties currently in effect with respect to the Business (and accurate written summaries of all oral customer warranties) other than customer purchase orders that deviate from the standard terms of the Seller’s form purchase order. Except as set forth on Section 3.20 of the Seller Disclosure Schedule, there is not, and during the last three years, there has not been any claim pending or, to the Knowledge of the Seller, threatened against the Seller with respect to the Business for any product returns, product liability or warranty obligations relating to any products or services of the Business that are, or were during such period, manufactured, produced, marketed, distributed or sold by or for the Business (such products and services, collectively the “Business Products”) with a value of more than $350,000 individually or in the aggregate, the Business Products, and the manufacturing, production, marketing, sale and distribution thereof, comply, and in the last three years have complied in all material respects with all applicable Laws, there are not, and during the last three years, there have not been any defects or deficiencies in any such Business Products that have resulted, or would reasonably be expected to result in a claim or claims against the Business with a value of greater than $350,000, individually or in the aggregate, and none of the Business Products designed, manufactured, packaged, labeled, shipped or sold by the Seller in the last three years has been subject to, or is subject to, any recall mandated by any Governmental Authority or is being, or has been in the last three years, demanded or requested in writing by any customer and, to the Knowledge of the Seller, there exist no facts or circumstances that would be reasonably likely to result in any such recall.
Product Liability; Product Warranties. Except as set forth in Section 4.23 of the Seller Disclosure Schedule, all Products and services sold, rented, leased, provided or delivered by the Company to customers conform, in all material respects, to applicable contractual commitments, express and implied warranties, product and service specifications, and, to the Knowledge of Seller, and other than as reserved for in the ordinary course of business, the Company has no liability for replacement or repair thereof or other damages in connection therewith. Except as set forth in Section 4.23 of the Seller Disclosure Schedule, no Product or service sold, leased, rented, provided or delivered by the Company to customers on or prior to the Closing is subject to any guaranty, warranty (other than warranties imposed by law) or other indemnity beyond the applicable standard terms and conditions of sale, rent or lease. Except as set forth in Section 4.23 of the Seller Disclosure Schedule, the Company does not have any liability arising out of any injury to a Person or property as a result of the ownership, possession, provision or use of any equipment, Product or service sold, rented, leased, provided or delivered by the Company on or prior to the Closing. All product liability claims that have been asserted against the Company, whether covered by insurance or not and whether litigation has resulted or not, are listed and summarized in Section 4.23 of the Seller Disclosure Schedule.
Product Liability; Product Warranties. (a) Section 4.24(a) of the Ardagh Disclosure Schedule sets forth a true, correct and complete list of all material third-party product liability claims asserted against the AMP Entities or otherwise against Ardagh or any of its Affiliates (in each case, to the extent related to the AMP Business) over the past three (3) years. To the Knowledge of Ardagh, except as set forth on Section 4.24(a), (i) no AMP Entity has any material liability arising out of any injury to individuals or property as a result of the ownership, possession or use of any product designed, manufactured, maintained, delivered or sold by or on behalf of any AMP Entity or otherwise in respect of the AMP Business during the past three (3) years (each, a “Product”), and (ii) none of the AMP Entities has committed any act, or failed to commit any act, which would result in any material product liability or material liability for breach of warranty on the part of any AMP Entity with respect to the Products.
(b) All Products are processed, manufactured and marketed, in all material respects, in accordance with the specifications and standards (i) required by applicable Law and (ii) contained in customer Contracts. Except as set forth on Section 4.24(b) of the Ardagh Disclosure Schedule, during the past three (3) years, there have been no material warranty claims or voluntary or involuntary product recalls involving the Products.
(c) Except as set forth on Section 4.24(c) of the Ardagh Disclosure Schedule, during the past three (3) years, none of the AMP Entities or the AMP Business has been subject to a Governmental Authority shutdown or import or export prohibition or received any “warning letters” or “untitled letters” from any Governmental Authority or any written notice from any Governmental Authority alleging or asserting noncompliance, in any material respect, with any applicable Law related thereto, and, to the Knowledge of Ardagh, no Governmental Authority has threatened such action in writing.
Product Liability; Product Warranties. The Seller has made no express or implied warranties or guarantees to any third party with respect to the products marketed and/or sold or services rendered by it, other than warranties or guarantees set forth in the Purchased Contracts. Since January 1, 2010: (a) the products sold by the Business and the services provided by the Business have complied with applicable Laws, contractual commitments and all express and implied warranties in all material respects; and (b) there have not been any material defects or deficiencies in any such products or services, at the time sold or provided by the Business to its customers, that would result in material breach of warranty claims against the Business. There are no pending, nor to the Seller’s Knowledge, threatened, claims under or pursuant to any warranty, whether expressed or implied, on products or services sold on or prior to the Closing Date by the Business that are not disclosed in the Financial Statements and that are not reserved against in accordance with GAAP.
Product Liability; Product Warranties. Except as set forth on Section 4.29 of the Company Disclosure Schedule, all Products and services sold, rented, leased, provided or delivered by the Company or the Subsidiary to customers on or prior to the Closing conform or will conform in all material respects to applicable contractual commitments, express and implied warranties, Product and service specifications, and, to the Knowledge of the Company, the Company has no material liability for replacement or repair thereof or other damages in connection therewith. Except as set forth on Section 4.29 of the Company Disclosure Schedule, no Product or service sold, leased, rented, provided or delivered by the Company or the Subsidiary to customers on or prior to the Closing is subject to any guaranty, warranty (other than warranties imposed by law) or other indemnity beyond the applicable standard terms and conditions of sale, rent or lease (which standard terms and conditions have been disclosed to Parent in Section 4.29 of the Company Disclosure Schedule). Except as set forth on Section 4.29 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material liability arising out of any injury to a person or property as a result of the ownership, possession, provision or use of any equipment, Product or service sold, rented, leased, provided or delivered by the Company or the Subsidiary on or prior to the Closing thereof. All product liability claims that have been asserted against the Company or any Subsidiary thereof since January 1, 2003, whether covered by insurance or not and whether litigation has resulted or not, are listed and summarized on Section 4.29 of the Company Disclosure Schedule.
Product Liability; Product Warranties. Since January 1, 2010, (i) there have not been any claims pending or, to Seller’s Knowledge, threatened against Seller, any of its Affiliates, the Business or any JV for any product returns, product liability or warranty obligations relating to any products or services of the Business or the JVs that are, or were during such period, marketed or sold by or for the Business or the JVs (such products and services, collectively the “Company Products”) from any particular customer or with respect to any particular Company Product of more than $100,000, (ii) the Company Products have complied in all material respects with Applicable Laws, (iii) there have not been any defects or deficiencies in any such Company Products that would reasonably be expected to result in a claim or claims against the Business or the JVs of greater than $100,000, and (iv) none of the Company Products designed, manufactured, packaged, labeled, shipped or sold by the Business or a JV has been subject to, or is subject to, any recall mandated by any Governmental Authority.
Product Liability; Product Warranties. Except as disclosed on Section 3.25 of the Seller Disclosure Schedule, the products sold or manufactured by Seller have complied with and are in compliance with, in all material respects, all applicable (a) Laws and (b) express or implied warranties. Except as set forth on Section 3.25 of the Seller Disclosure Schedule, since January 1, 2020, Seller has not initiated or otherwise participated in any product recall or withdrawal with respect to any product produced, manufactured, marketed, distributed or sold in connection with the Business, whether voluntary or required by Law. To the Knowledge of Seller, there are not, and there have not been, any defects or deficiencies in any of Seller’s products or services (including in the Inventory) that could reasonably be expected to give rise to or serve as a basis for any product recall or withdrawal by Seller. The forms of Seller’s product warranties are attached to Section 3.25 of the Seller Disclosure Schedule.
Product Liability; Product Warranties. (a) All Products sold or distributed by Seller have materially complied with and are in material compliance with all Applicable Laws. Seller and its Affiliates have materially complied with their warranty obligations with respect to the Products in Contracts for the sale thereof. Section 3.18(a) of the Disclosure Schedule sets forth an accurate and complete list of the warranty costs of the Business on a quarterly basis for fiscal year 2007 through fiscal year 2015.
(b) Neither Seller nor any Affiliate of Seller has provided a warranty, express or implied, written or oral, with respect to the Products other than pursuant to Seller’s standard terms and conditions as identified in Section 3.18(b) of the Disclosure Schedule and which have been made available to Purchaser. There are no pending or, to Seller’s Knowledge, threatened claims (other than warranty claims arising in the ordinary course of business), and neither Seller nor any Affiliate of Seller have been notified of any claims (other than the warranty claims arising in the ordinary course of business), relating to any warranty obligations, failure to meet warranties or material Product returns. There are no pending Proceedings or, to Seller’s Knowledge, threatened claims, and neither Seller nor any Affiliate of Seller has been notified of, any claims relating to Product Liabilities against or involving the Business or any Product and no such Proceedings or claims have been settled or adjudicated. There are no outstanding Liabilities for Product Liabilities with respect to any of the Products relating to any defects, deficiencies or failures of the Products.
Product Liability; Product Warranties. (i) Each product designed, manufactured, distributed, marketed, sold, installed, maintained, or delivered by any Acquired Company has been in conformity with all applicable product specifications and all applicable Laws. To Seller’s Knowledge, no Acquired Company has any liability for replacement of any such products or other damages in connection therewith or any other customer or product obligations. To Seller’s Knowledge, none of the Acquired Companies’ suppliers, vendors, licensees or franchisees has made, is planning to make, or has been required to make any recall or withdrawal of a product designed, manufactured, distributed, marketed, sold, installed, maintained, or delivered by any Acquired Company.
(ii) The Acquired Companies are not, and during the three (3) year period immediately prior to the date hereof have not been, subject to any pending or threatened claim arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product designed, manufactured, distributed, marketed, sold, installed, maintained, or delivered by or on behalf of any Acquired Company. No Acquired Company has committed any act or failed to commit any act, which would result in, and there has been no occurrence which would give rise to or form the basis of, any product liability or liability for breach of warranty (whether covered by insurance or not) for any product owned, developed, designed, manufactured, distributed, marketed, sold, installed, maintained, or delivered by or on behalf of any Acquired Company. There are no claims pending or, to Seller’s Knowledge, threatened against any Acquired Company with respect to a breach of any warranty made by or on behalf of any Acquired Company.
Product Liability; Product Warranties. (a) No Product Liability Claims have been asserted or, to the knowledge of the Company, threatened against Company or in respect of any product tested, researched, developed, manufactured, marketed, distributed, handled, stored, or sold by, on behalf of Company.
(b) Each Company Product has been in conformity in all material respects with all applicable product specifications, contractual commitments, express and implied warranties and Legal Requirements, and Company has no material liability (and, to the knowledge of the Company, there is no reasonable basis for any present or future Legal Proceeding or demand against Company giving rise to any material liability) for violations thereof or other damages in connection therewith, including any obligation to recall, replace or repair any such products, subject only to the reserve set forth in the Company Balance Sheet. No Company Product is subject to any guaranty, warranty or other indemnity beyond the applicable standard terms and conditions of sale in any material respect. Company has made available to Parent copies of the standard terms and conditions of sale for each Company Product (containing applicable guaranty, warranty, and indemnity provisions).
