Common use of Product Liability; Product Warranty Clause in Contracts

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 in advertising, marketing and promotional materials in any media (including labels, catalogs, packaging and websites) relating to the Business Products were in all material respects truthful, non-deceptive and otherwise in compliance with all Law, in each case, at the time such advertising, marketing and promotional materials were used by the Digester Business.

Product Liability; Product Warranty. No Seller has been (a) Since January 1, 2021, each of the products produced or sold by the Purchased Subsidiaries or the Business (each, a party “Product”) is (i) in compliance in all material respects with all Applicable Laws and all express contractual warranties set forth in the applicable terms and conditions related to such products and (ii) fit for the ordinary purposes for which it is intended to be used and conforms to any Action andpromises or affirmations of fact made on the container or label for such product or in connection with its sale, except as would not reasonably be expected, individually or in the aggregate, to result in a material Liability to the knowledge Business, taken as a whole, or materially impair the operations of Sellersthe Business, taken as a whole. (b) Since January 1, 2021, neither the Purchased Subsidiaries nor the Business has (i) committed any act or failed to commit any act, which has resulted or would reasonably be expected to result in any material product Liability or material Liability for breach of warranty on the part of the Business with respect to the Products. (c) Since the Balance Sheet Date, except in the ordinary course of business, (i) none of the Purchased Subsidiaries or the Business has issued or granted a return authorization to a customer to return merchandise by reason of alleged overshipments, defective merchandise or otherwise and (ii) none of the Purchased Subsidiaries or the Business has granted any credits. (d) Since January 1, 2021, there has not been any notice recall conducted with respect to any Products or, to the knowledge of Seller, any investigation or threatened Action decision made by any Governmental Authority to undertake any such recall. (e) Neither Seller nor any of its Subsidiaries have any Liability for replacement or repair or for other damages relating to alleged defects in or arising from 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 ProductProducts, in each case, since the January 1, 2021, by Seller or its Subsidiaries relating to the Business or the Purchased Assets, except for immaterial customer complaints amounts incurred in the ordinary course of business consistent with past practice. Except as would which are reflected in the Financial Statements or are not required by GAAP to be material to disclosed in the Digester BusinessFinancial Statements or, Sellers have been in compliance in all respects with applicable Law regarding advertising and marketing of the Business Products. (a) Except each case, as would not reasonably be expected to be result in 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 in advertising, marketing and promotional materials in any media (including labels, catalogs, packaging and websites) relating Liability to the Business Products were in all material respects truthful, non-deceptive and otherwise in compliance with all Law, in each case, at or materially impair the time such advertising, marketing and promotional materials were used by operations of the Digester Business.

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 set forth in ‎Section 4.30(a) of the Company Disclosure Letter, for the last three (3) years (i) neither the Company nor any of its Subsidiaries has received any written claim, or to the Digester BusinessCompany’s knowledge, each Business Product is, and has been at all times developedthreatened with a claim for liability arising out of any injury to individuals or property as a result of any products produced, manufactured, processed, tested, packaged, labeled, handledmarketed, distributed, shipped, imported, exported, or sold by or on behalf of the Company or its Subsidiaries. To the Company’s knowledge, no defect or failure in any product imported, produced, manufactured, processed, marketed, promoteddistributed, commercialized and shipped, exported or sold in compliance in all respects with, and, to by or on behalf of the knowledge of Sellers, no condition Company or its Subsidiaries exists that with notice or lapse of time or both would constitute a default under, (i) Sellers’ internal policies, rules and procedures, reasonably be expected to result in material damages; and (ii) Lawnone of the Company or any of its Subsidiaries has issued any recalls, withdrawals, notifications of potential product nonconformance (iiisuch as a product advisory bulletin) industry standards applicable or other material corrective actions (in each case, whether voluntarily or involuntarily) of products produced, manufactured, processed, marketed, distributed, shipped, imported, exported, or sold by or on behalf of the Company or its Subsidiaries or been required to file, or has filed, a notification or other report with any Governmental Authority concerning actual or potential hazards with respect to any product produced, manufactured, processed, marketed, distributed, shipped, imported, exported, or sold by or on behalf of the industries in which Company and its Subsidiaries. ‎Section 4.30(a) of the Digester Business operates; Company Disclosure Letter discloses the approximate aggregate dollar amount of and circumstances associated with any products liability claims and product recalls of the Company and its Subsidiaries for the last three (iv3) Contracts to which the Digester Business is boundyears. (b) Except as would not reasonably be expected to be material to the Digester BusinessThe products produced, (i) none processed, marketed, distributed, shipped or sold by or on behalf 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, Company 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 its Subsidiaries 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 conformed in all material respects with Law regarding advertising the written terms and marketing conditions applicable thereto and none of the Business ProductsCompany or any of its Subsidiaries has any liability for replacement thereof or other damages in connection therewith materially in excess of current accruals reflected in the latest balance sheet. All ‎Section 4.30(b) of the Company Disclosure Letter discloses the approximate aggregate dollar amount of and circumstances associated with any product warranty claims made in advertising, marketing and promotional materials in any media for the last three (including labels, catalogs, packaging and websites3) relating to the Business Products were in all material respects truthful, non-deceptive and otherwise in compliance with all Law, in each case, at the time such advertising, marketing and promotional materials were used by the Digester Businessyears.

Product Liability; Product Warranty. No Seller has been (a) Except as set forth on Schedule 3.26(a), (i) no Company is a party to any Action and, to the knowledge Knowledge of Sellersthe Companies, there has is not been any notice or threatened Action Action, relating to alleged defects in the Business products manufactured, produced, distributed or sold by or on behalf of any Company (including any parts or components) (the “Products”), (ii) there is no class of claims or lawsuits involving the Products which is pending or threatened in writing, resulting from an alleged defect in design, manufacture, materials or workmanship of any such Products, or any alleged failure to warn, or from any breach of implied warranties or representations, (iii) there has not been within the past twelve (12) months any Occurrence or any Product rework or retrofit conducted by or on behalf of any Company outside of the Ordinary Course of Business, and (iv) to the Knowledge of the Companies, there has been no failure of any such Business Products Product 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 casethereto, except for immaterial customer complaints Product returns in the ordinary course Ordinary Course of business consistent with past practice. Except as would not be material Business and except where such defects or failure 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 meet warranty specifications would not reasonably be expected to be adversely affect any Company in any 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, andrespect. There are no pending or, to the knowledge Knowledge of Sellersthe Companies, no condition exists that with notice or lapse threatened recalls for the products of time or both would constitute a default underany Company, (i) Sellers’ internal policies, rules and procedures, (ii) Law, (iii) industry standards applicable to other than Products returns in the industries in which the Digester Business operates; and (iv) Contracts to which the Digester Business is boundOrdinary Course of Business. (b) Except as would not For purposes of this Section 3.26, the term “Occurrence” shall mean any accident, happening or event which is caused by any actual or alleged hazard or actual or alleged defect in manufacture, design, materials or workmanship, including any actual or alleged failure to warn or any breach of express or implied warranties or representations with respect to, or any such accident, happening or event otherwise involving any Product that can reasonably be expected to be result in a material to the Digester Business, (i) none of the Digester Business claim 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 failureloss. (c) The Digester Business isExcept as set forth on Schedule 3.26(c), and each Product manufactured, sold, leased, or delivered by any Company has been, been in compliance conformity in all material respects with Law regarding advertising all applicable material contractual commitments and marketing all express and implied warranties, and no Company has any material liability for replacement or repair thereof or other damages in connection therewith. No Product manufactured, sold, leased, or delivered by a Company is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Schedule 3.26(c) includes copies of the Business Products. All claims made standard terms and conditions of sale or lease for a Company (in advertisingeach case containing applicable guaranty, marketing warranty, and promotional materials in indemnity provisions). (d) Except as set forth on Schedule 3.26(d), no Company has any media material liability (including labelsand, catalogs, packaging and websites) relating to the Business Products were in all Knowledge of the Companies, there is no basis for any present or future proceeding against a Company giving rise to any material respects truthfulliability), non-deceptive and otherwise in compliance with all Lawarising out of any injury to individuals or property as a result of the ownership, in each casepossession, at the time such advertisingor use of any Product manufactured, marketing and promotional materials were used sold, leased, or delivered by the Digester Businessa Company.

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 for normal and routine product defect claims for workmanship or repair with respect to be material products sold to the Digester Business, each Business Product isgovernment agencies (which are described in Section 3.21(c)), and has been at all times developedexcept as set forth in Schedule 3.21(a), manufacturedthere are no claims, processedactions, testedsuits, 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 inquiries or lapse of time proceedings by 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 before any court 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 governmental or other similar action (a “Recall”) with respect toregulatory or administrative authority, any Business Productagency or commission asserted, and no Recalls are in effect or pending or, to the knowledge of Seller, threatened against, or to the knowledge of Seller any Sellersinvestigations, contemplatedinvolving Seller (to the extent related to the business of the Companies), or any Company or Subsidiary 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 the Companies) or any Company or Subsidiary (the "COMPANY 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 or any Company or Subsidiary 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 the Companies), or any Company or Subsidiary. (b) To the knowledge of Seller, there are no recalls pending or threatened with respect to any Business Productof the Company Products. No filing has been made by Seller (to the extent related to the business of the Companies), (ii) there are not and have not been or any Company or Subsidiary under any applicable rule, regulation or statute with respect to any product defects or deficiencies hazards in connection with any Business Product of the Company Products and there have been, to the knowledge of Seller, no material recurring defects therein which create such a defect 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 failurehazard. (c) The Digester Business is, and has been, in compliance in all material respects with Law regarding advertising and marketing Schedule 3.21(c) sets forth the standard forms of product warranties issued by Seller (to the extent related to the business of the Business ProductsCompanies), or any Company or Subsidiary and copies of all other material product warranties issued by Seller (to the extent related to the business of the Companies), or any Company or Subsidiary. All Except as set forth in Schedule 3.21(c) or reflected or reserved for in the Balance Sheet, since April 30, 1999, no product warranty or similar claims have been made against Seller (to the extent related to the business of the Companies), or any Company or Subsidiary, except claims as to which in advertising, marketing the aggregate losses and promotional materials expenses in respect of repair or replacement of products have not exceeded $50,000 in any media (including labels, catalogs, packaging and websites) relating to the Business Products were in all material respects truthful, non-deceptive and otherwise in compliance with all Law, in each case, at the time such advertising, marketing and promotional materials were used by the Digester Business12 month period.

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 set forth in Section 4.31(a) of the Company Disclosure Letter, for the last three (3) years. (i) neither the Company nor any of its Subsidiaries has received any written claim, or to the Digester BusinessCompany’s knowledge, each Business Product is, and has been at all times developedthreatened with a claim for liability arising out of any injury to individuals or property as a result of any products produced, manufactured, processed, tested, packaged, labeled, handledmarketed, distributed, shipped, imported, exported, or sold by or on behalf of the Company or its Subsidiaries. To the Company’s knowledge, no defect or failure in any product imported, produced, manufactured, processed, marketed, promoteddistributed, commercialized and shipped, exported or sold in compliance in all respects with, and, to by or on behalf of the knowledge of Sellers, no condition Company or its Subsidiaries exists that with notice or lapse of time or both would constitute a default under, (i) Sellers’ internal policies, rules and procedures, reasonably be expected to result in damages; and (ii) Lawnone of the Company or any of its Subsidiaries has issued any recalls, withdrawals, notifications of potential product nonconformance (iiisuch as a product advisory bulletin) industry standards applicable or other material corrective actions (in each case, whether voluntarily or involuntarily) of products produced, manufactured, processed, marketed, distributed, shipped, imported, exported, or sold by or on behalf of the Company or its Subsidiaries or been required to file, or has filed, a notification or other report with any Governmental Authority concerning actual or potential hazards with respect to any product produced, manufactured, processed, marketed, distributed, shipped, imported, exported, or sold by or on behalf of the industries in which the Digester Business operates; Company and (iv) Contracts to which the Digester Business is boundits Subsidiaries. (b) Except as would not reasonably be expected to be material to the Digester Business, (iSection 4.31(a) none of the Digester Business or Company Disclosure Letter discloses the aggregate dollar amount of and circumstances associated with 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 products liability claims and product recalls of the Company and its Subsidiaries for the last three (a “Recall”3) 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 failureyears. (c) The Digester Business isproducts produced, processed, marketed, distributed, shipped or sold by or on behalf of the Company and has been, in compliance its Subsidiaries have conformed in all material respects with Law regarding advertising the written terms and marketing conditions applicable thereto and none of the Business ProductsCompany or any of its Subsidiaries has any liability for replacement thereof or other damages in connection therewith in excess of current accruals reflected in the latest balance sheet. All Section 4.31(c) of the Company Disclosure Letter discloses the aggregate dollar amount of and circumstances associated with any product warranty claims made in advertising, marketing and promotional materials in any media for the last three (including labels, catalogs, packaging and websites3) relating to the Business Products were in all material respects truthful, non-deceptive and otherwise in compliance with all Law, in each case, at the time such advertising, marketing and promotional materials were used by the Digester Businessyears.

Product Liability; Product Warranty. No Since the Lookback Date, none of the Business, Seller has or any Purchased Subsidiary have been a party to any Action and, to the knowledge of SellersSeller, 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 taken as a whole, (i) the Seller and its Subsidiaries have made adequate allowance of reserves for warranty claims with respect to the Business, (ii) the Business is, and has been since the Lookback Date, in compliance in all respects with applicable Applicable Law regarding advertising and marketing of the Business ProductsProducts and (iii) Seller is not currently, nor has Seller since the Lookback Date been, in violation of or default, and, to the knowledge of Seller, no condition exists that with notice or lapse of time or both would constitute a default, under the Permits. (a) Except as would not reasonably be expected to be material to the Digester Business, taken as a whole, each Business Product is, and has been at all times since the Lookback Date, developed, manufactured, processed, tested, packaged, labeled, handled, distributed, marketed, promoted, commercialized and sold in compliance in all respects with, and, to the knowledge of SellersSeller, no condition exists that with notice or lapse of time or both would constitute a default under, (i) SellersSeller’s and its Subsidiaries’ internal policies, rules and procedures, (ii) Applicable 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, since the Lookback Date, (i) none of the Digester Business Business, Seller or any Seller has Purchased Subsidiary have been required by any Governmental Authority, or were required by under Applicable 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 SellersSeller, 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, labeling standards established by applicable Contracts, Applicable 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 beenbeen since the Lookback Date, in compliance in all material respects with Applicable Law regarding advertising and marketing of the Business Products. All claims made in advertising, marketing and promotional materials in any media (including labels, catalogs, packaging and websites) relating to the Business Products were in all material respects truthful, non-deceptive and otherwise in compliance with all Applicable Law, in each case, at the time such advertising, marketing and promotional materials were used by the Digester Business.