Product Liability; Product Warranty. No Seller has been a party to any Action and, to the knowledge of Sellers, there has not been any notice or threatened Action relating to alleged defects in the Business Products or the failure of any such Business Products to meet the warranty specifications applicable thereto or alleging personal injury, death, or property or economic damages, or seeking injunctive relief in connection with any Business Product, in each case, except for immaterial customer complaints in the ordinary course of business consistent with past practice. Except as would not be material to the Digester Business, Sellers have been in compliance in all respects with applicable Law regarding advertising and marketing of the Business Products.
(a) Except as would not reasonably be expected to be material to the Digester Business, each Business Product is, and has been at all times developed, manufactured, processed, tested, packaged, labeled, handled, distributed, marketed, promoted, commercialized and sold in compliance in all respects with, and, to the knowledge of Sellers, no condition exists that with notice or lapse of time or both would constitute a default under, (i) Sellers’ internal policies, rules and procedures, (ii) Law, (iii) industry standards applicable to the industries in which the Digester Business operates; and (iv) Contracts to which the Digester Business is bound.
(b) Except as would not reasonably be expected to be material to the Digester Business, (i) none of the Digester Business or any Seller has been required by any Governmental Authority, or were required by Law, to make or issue any recall or withdrawal of, or safety alert, suspension, post-sale warning or other similar action (a “Recall”) with respect to, any Business Product, and no Recalls are in effect or pending or, to the knowledge of any Sellers, contemplated, with respect to any Business Product, (ii) there are not and have not been any defects or deficiencies in any Business Product or any failures of any Business Product to meet applicable manufacturing, quality and/or labeling, standards established by applicable Contracts, Law or internal policies, rules and procedures and (iii) no Business Product has been the subject of any voluntary or involuntary Recall. No Business Product is or has been subject to any epidemic failure.
(c) The Digester Business is, and has been, in compliance in all material respects with Law regarding advertising and marketing of the Business Products. All claims made...
Product Liability; Product Warranty. Except as set forth on Schedule 3.26, none of the Target Companies is a party to any Action, and, to the Knowledge of the Target Companies, there is not any threatened Action, relating to alleged defects in the products provided by the Target Companies or the failure of any such products to meet the warranty specifications applicable thereto or alleging personal injury, death, or property or economic damages, or seeking injunctive relief in connection with any product manufactured, shipped or sold by the Target Companies, in each case, except for customer complaints in the Ordinary Course of Business. There are no pending or, to the Knowledge of the Target Companies, threatened recalls for the products of the Target Companies, other than product returns in the Ordinary Course of Business.
Product Liability; Product Warranty. Except as would not, individually or in the aggregate, be materially adverse to the Company Group, taken as a whole:
(a) no member of the Company Group has any liability (excluding contractual liabilities for which claims have not been made) arising out of any injury to individuals or property as a direct result of the ownership, possession or use of any product designed, manufactured or sold by or on behalf of, or any service provided by, any member of the Company Group (each such product or service, a “Product”);
(b) during the past three (3) years, (i) all Products have been processed, manufactured and marketed in accordance with (A) the specifications and standards required by or contained in applicable Contracts, and (B) all applicable Laws, and (ii) there have been no third party (A) product liability claims made or threatened in writing involving the Products or (B) product warranty claims involving the Products, except for the return, replacement or repair of products in the ordinary course of business pursuant to standard product warranties; and
(c) during the past three (3) years, there have been no recalls involving any Products.
Product Liability; Product Warranty. All products and services sold, rented, leased, provided or delivered by the Company or its subsidiaries to customers on or prior to the Closing Date conform or will conform to applicable contractual commitments, express and implied warranties, product and service specifications and quality standards, and, to the Knowledge of the Company, 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) for replacement or repair thereof or other damages in connection therewith. Except as set forth on Section 4.26 of the Disclosure Schedule, no product or service sold, leased, rented, provided or delivered by the Company to customers on or prior to the Closing Date is subject to any guaranty, warranty or other indemnity beyond the applicable standard terms and conditions of sale, rent or lease (which standard terms and conditions have been disclosed to the Parent in Section 4.26 of the Disclosure Schedule). Except as set forth on Section 4.26 of the Disclosure Schedule, 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 which might give rise to 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 Date. All product liability claims that have been asserted against the Company since January 1, 1992, and that individually seek damages in excess of $100,000, whether covered by insurance or not and whether litigation has resulted or not, are listed and summarized on Section 4.26 of the Disclosure Schedule.
Product Liability; Product Warranty. Except as set forth on Schedule 5.26, (a) since January 1, 2003, all products manufactured, merchandised, serviced, distributed, sold or delivered by the Company have been in conformity in all material respects with all applicable contractual product specifications and all express or implied warranties, subject to returns not in excess of one-half of one (0.5%) percent (as a percentage of sales of the Company) per annum, (b) no material Liability exists for replacement thereof or other damages in connection with such sales or deliveries and (c) no products heretofore sold by the Company are now subject to any guarantee or warranty other than the Company's standard terms and conditions of sale.
Product Liability; Product Warranty. Except as set forth on Schedule 3.23, as of the date of this Agreement, Voyage Holdings and its Subsidiaries are not, and for the prior three (3) year period have not been, a party to any Action, and, to the Knowledge of Voyage Holdings, there is not any threatened Action, in each case, relating to alleged defects in the products produced or sold by Voyage Holdings or its Subsidiaries in the prior three (3) years or the failure of any such products to meet the warranty specifications applicable thereto, except where such defects or failure to meet warranty specifications would not have a Material Adverse Effect. There are no pending, or to the Knowledge of Voyage Holdings, threatened recalls for the products of Voyage Holdings or its Subsidiaries, other than product returns in the Ordinary Course of Business. As of the date of this Agreement, there are no material Liabilities for warranty or other claims or returns with respect to any products produced or sold by Voyage Holdings or its Subsidiaries relating to any such product defects that are not expressly reserved for in the Financial Statements. For the prior three (3) years, the products produced or sold by Voyage Holdings or its Subsidiaries have been in material conformity with all applicable contractual commitments and all express and implied warranties.
Product Liability; Product Warranty. True, correct and complete copies of the standard warranty or warranties of the PP&S Business (including terms and conditions) for sales of products have been made available to Purchaser, and, except as stated therein, there are no warranties, commitments or obligations with respect to the return, repair or replacement of products of the PP&S Business. No member of the Seller Group has any Liability for replacement of products of the PP&S Business or for damages in connection with such products, except as specifically reserved for in the Carve-Out Financial Statements, except for Liabilities that would not reasonably be expected to be, individually or in the aggregate, material to the PP&S Business taken as a whole, including the Purchased Entities, the Purchased Assets and the Assumed Liabilities. No product of the PP&S Business sold by any member of the Seller Group has been the subject of any replacement, field fix, retrofit, modification or recall campaign by the Seller Group, and no such campaign is being conducted by the Seller Group or is required to be conducted by any Governmental Authority.
Product Liability; Product Warranty. Except as set forth in Schedule 3.21(a) of the Seller Disclosure Letter, there are no claims, actions, suits, inquiries or proceedings by or before any court or governmental or other regulatory or administrative authority, agency or commission asserted, pending or, to the best knowledge of Seller, threatened against, or to the knowledge of Seller any investigations, involving Seller (to the extent related to the business of Reseller Network), Reseller Network or any Company that (i) relate to the ownership, possession or use of any product alleged to have been manufactured, assembled, configured, distributed or sold by Seller (to the extent related to the business of Reseller Network), Reseller Network or any Company (the "RN Products") and alleged to have been defective or improperly designed or manufactured, (ii) state a claim under any warranty, guarantee or indemnification made by Seller, Reseller Network or any Company or (iii) arise from or are alleged to arise from actual or alleged injury to Persons or property as a result of the conduct of Seller (to the extent related to the business of Reseller Network), Reseller Network or any Company.
Product Liability; Product Warranty. Except as set forth in Section 3.28 of the Disclosure Letter, there are no (a) outstanding product liability claims or, to the Knowledge of Sellers or the Company, Threatened product liability claims, that relate to any product manufactured, created, licensed, distributed or sold by the Company on or prior to the Closing Date or (b) outstanding claims or, to the Knowledge of Sellers or the Company, Threatened claims, for the Breach or any express or implied warranty with respect to any product manufactured, created, licensed, distributed or sold by the Company on or prior to the Closing Date other than pursuant to standard warranty obligations (to replace, repair or refund) incurred in the Ordinary Course of Business of the Company.
Product Liability; Product Warranty. (a) Except as disclosed in Section 3.23(a) of the Company Disclosure Schedules, (i) there is no product liability claim pending or, to the Knowledge of the Company, threatened, against any Acquired Company, (ii) to the Knowledge of the Company, there has been no accident or circumstances involving personal injury that could reasonably be expected to lead to a material product liability claim, Proceeding or notice of violation against any Acquired Company and (iii) to the Knowledge of the Company, there is no product design defect or recurring product defect or events or circumstances otherwise related to any alleged defect in design, manufacturing, materials or workmanship or any alleged breach of implied warranties or representations with respect to products designed, manufactured, serviced, produced, shipped or otherwise sold by any Acquired Company. All product liabilities and product warranty liabilities of the Acquired Companies are appropriately accrued in accordance with GAAP in the consolidated financial statements of the Company.
(b) Except as disclosed in Section 3.23(b) of the Company Disclosure Schedules, no product sold, designed, manufactured, serviced, produced, shipped or delivered or service rendered by any Acquired Company is subject to any guaranty, warranty, or other indemnity beyond any applicable standard terms and conditions of sale. Copies of any standard terms and conditions of sale (including any amendments, modifications or waivers thereto) used by each Acquired Company as of the date hereof (containing applicable guaranty, warranty, and indemnity provisions) have been provided to Buyer.
