Product Liability; Warranties. (a) All of the Business Products that the Company Group Entities have manufactured, distributed, or sold were merchantable, free from defects in design, specifications, processing, manufacture, material or workmanship, and suitable for the purpose for which they were sold at the time at which they were sold, in each case in all material respects, except, in each case: (i) where any such failure to be merchantable, free from defects, or suitable, was corrected, fixed, or otherwise resolved by the Company Group Entities in accordance with any obligation of the applicable Company Group Entity under any Contract or other applicable warranty obligation; or (ii) to the extent applicable warranties relating to any of the foregoing were disclaimed in a Contract with a customer or considered to be disclaimed under applicable Law. No Company Group Entity has incurred any material uninsured or insured Product Liability outside of the ordinary course of business, or received a written claim based upon alleged Product Liability. No Company Group Entity has any material liability or obligation outside of the ordinary course of business with respect to: (y) any Product Liability relative to the Business Products, whether or not heretofore asserted; or (z) product recalls related to the Business Products manufactured, distributed or sold at or prior to the Closing.
(b) The Company has made available to the Buyer complete and correct copies of any written warranties and guaranties, given by any Company Group Entity currently42
(c) Except for warranty claims received and processed in the ordinary course of business, since January 1, 2017, each of the Business Products that has been manufactured, authored, distributed, sold, rendered, offered or provided, as the case may be, by any Company Group Entity to any Person conformed to the terms of the applicable warranty, in all material respects, with respect to the applicable Business Product. Since January 1, 2017, no Company Group Entity has received any written notice of a claim against any Company Group Entity alleging a design or manufacturing defect in any Business Products, excluding any and all requests for product returns in the ordinary course of business consistent with the past experience of such Company Group Entity which have not had and are not reasonably expected to result in, individually or in the aggregate, any material Liability to the Business. None of the Business Products that has been manufactured, author...
Product Liability; Warranties. (a) No claim for product liability has been asserted against Seller or any Seller Subsidiary and no event has occurred which might give rise to the assertion of any such claim, except for any such claims that would not, individually or in the aggregate, have a Material Adverse Effect on Seller and the Seller Subsidiaries, taken as a whole. There is no deficiency or inadequacy in the manufacture, design or formulation of any of Seller’s products which may result in any such claim. All products sold by Seller and the Seller Subsidiaries have been manufactured in compliance in all material respects with applicable manufacturing and quality control procedures.
(b) All products and services manufactured, sold and/or licensed by Seller and the Seller Subsidiaries (and the delivery thereof) have been in conformity in all material respects with applicable contractual commitments and expressed or implied warranties, and no liability for any warranty claims exists for the repair or replacement thereof or otherwise, except for any such claims that would not, individually or in the aggregate, have a Material Adverse Effect on Seller and the Seller Subsidiaries, taken as a whole. All product labeling of Seller and the Seller Subsidiaries is in conformity in all material respects with applicable Laws.
Product Liability; Warranties. Except as otherwise set forth on Section 4.22 of the Company Disclosure Letter, there is no Legal Proceeding from, by or before any Governmental Authority to which the Company or any Subsidiary is a party relating to any product manufactured, distributed or sold by the Company or any of its Subsidiaries.
Product Liability; Warranties. Except as set forth in Schedule 4.23, there are no liabilities of the Company or any of its subsidiaries, fixed or contingent, 25 31 asserted or, to the knowledge of the Company, unasserted, (a) with respect to any product liability or any similar claim that relates to any Company Software or other product or service of the Company or any of its subsidiaries, or (b) with respect to any claim for the breach of any express or implied product warranty or any other similar claim with respect to any Company Software or other products or services of the Company or any of its subsidiaries, other than standard warranty obligations (to replace, repair or refund) made by the Company or any of its subsidiaries in the ordinary course of business to buyers of the respective Company Software or other products, and except, in each case, where such liabilities are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.
Product Liability; Warranties. (a) There are no claims asserted or, to the Company's knowledge, threatened against the Company or any of its subsidiaries related to the safety of the products of the Company or any of its subsidiaries that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(b) All products of the Company and each of its subsidiaries manufactured, processed, assembled, distributed, shipped or sold and any services rendered in the conduct of the business of the Company or any of its subsidiaries have been in conformity with all applicable contractual commitments and all express or implied warranties, except where the failure to be in conformity would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All warranties of the Company and each of its subsidiaries are in conformity with the labeling and other requirements of applicable law, except where the failure to be in conformity would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Product Liability; Warranties. (a) Seller has obtained all material required product registrations and other certifications required for it to sell or distribute products and inventory in the jurisdictions in which products or inventory of the Transportation Products Business (the “Products”) are sold or distributed by it, as applicable, and for the past three years has otherwise complied in all material respects with all Laws and safety standards and certifications applicable to Products in respect of the sale or distribution of the Products (the “Safety Standards”). All Products that have been marketed or sold within the past three years on the basis that such Products meet any specific Safety Standards (whether such Products are required to meet such Safety Standards or Seller has voluntarily elected to comply therewith) meet or exceed such Safety Standards in all material respects.
(b) Section 3.15(b) of the Disclosure Schedule contains a copy of the standard warranty for the Products. Except as set forth in Section 3.15(b) of the Disclosure Schedule, neither Seller nor any Company Group member has granted to any customer any warranty materially different than the standard warranty for Products sold for the past three years.
(c) There are no material liabilities or latent or patent defects in any Products sold within the past three years that would give rise to any material liability for replacement or recall of any such Products. Section 3.15(c) of the Disclosure Schedule sets forth a correct and complete list and brief description of all material product liability claims that have been filed and served against Seller or any member of the Company Group with respect to the Transportation Products Business during the past three years.
Product Liability; Warranties. Since January 1, 2011, no material product liability, recall, warranty or other similar material claims (whether based in contract or tort and whether relating to personal injury, including death, property damage or economic loss) are pending or have been settled, terminated or received in writing by the Company or its Subsidiaries and, to the Company’s Knowledge, no such claims have been threatened against the Company or its Subsidiaries and no basis for any such claim exists, in each case relating to, or arising from, the sale or use of the Company Products. There are no outstanding returns of Company Products from customers of the Company and its Subsidiaries which are individually or in the aggregate material to the Company and its Subsidiaries, taken as a whole. 5.24
Product Liability; Warranties. 20 Section 3.23
Product Liability; Warranties. 22 3.23 Absence of Undisclosed Changes....................................................23 3.24
Product Liability; Warranties. (a) Except as disclosed in Schedule 3.22, (i) there is no claim now pending or, to the best knowledge of the Seller and the Majority Stakeholders, threatened against Seller or by or before any Governmental Authority alleging any defect in any services provided by the Seller, or any product manufactured, shipped, sold or delivered by the Seller or alleging, with respect thereto, any failure of the Seller to warn or any breach by the Seller of any express warranties or representations with respect thereto; (ii) there has not been any product recall, post-sale warning, rebate offer, or similar action conducted with respect to any product manufactured, shipped, sold or delivered by the Seller, or any investigation by any Governmental Authority concerning any such action; and (iii) during the last three years, there have been no material defects in, failures to warn, or material breaches by the Seller of express warranties or representations with respect to, any services provided or product manufactured, shipped, sold or delivered by the Seller.
(b) Except as described in Schedule 3.22, there are no pending or, to the best knowledge of the Seller and the Majority Stakeholders, threatened, claims under or pursuant to any warranty, whether express or implied, on services provided or products or services sold prior to the date of this Agreement by the Seller.
(c) Notwithstanding anything to the contrary contained above, the representations and warranties made in this Section 3.22 shall be deemed breached only to the extent that such breach involves a matter which is not consistent with the Seller's experience over the past three years, after taking into account the Reduction Matters, which would have a Material Adverse Effect.
