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.
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. (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.
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. 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. (a) Since January 1, 2020, (i) there has not been any material claim pending or threatened in writing against the Companies, Sellers or any of their Affiliates 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 or sold by the Business (such products and services, collectively the “Business Products”) from any particular customer or with respect to any particular Business Product of more than $1,000,000; (ii) the Business Products have complied in all material respects with applicable Laws, (iii) the Companies, Sellers and their Affiliates (as applicable) have conducted audits and inspections of the Business’s facilities, consistent with industry standards, and none of these inspections or audits have resulted in material adverse findings; (iv) there have not been any material defects or deficiencies or any claimed material defects or deficiencies in any such Business Products that could reasonably be expected to result in an individual Action or collective or class action claim against either Company or their Affiliates or Sellers or their Affiliates relating to Business Products of greater than $1,000,000; (v) none of the Business Products designed, manufactured, packaged, labeled, shipped or sold by either Company or their Affiliates has been subject to, or is subject to, any recall mandated by any Governmental Entity or demanded in writing by any customer, and (vi) to the Knowledge of Sellers, none of the Business Products has been subject to, or is subject to, any investigation by any Governmental Entity or demanded in writing by any customer, and, as of the Execution Date, no Company, Seller or their Affiliates has received any communication related to any possible or threatened investigation relating to the Business Products, and (vii) the Companies, Sellers and their Affiliates have not voluntarily or involuntarily initiated, conducted or issued, or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement relating to any of the Business Products and, to the Knowledge of Sellers, there are no facts or circumstances that could cause any Governmental Entity to require, or any Company, Seller or their Affiliates acting reasonably to voluntarily conduct, any recall, market withdrawal, replacement, relabeling or suspension of manufacturing, promotion, importation or sale of any of the Business Products.
Product Liability; Warranties. 20 Section 3.23
Product Liability; Warranties. (a) Except as disclosed in Schedule 3.20, to Seller's Knowledge, there are no actions, suits, inquiries, proceedings or investigations by or before any Governmental Authority pending or threatened, against or involving Seller or Company elating to any product alleged to have been manufactured or sold by Company and alleged to have been defective or improperly designed or manufactured, which, if adversely decided, could have, either individually or in the aggregate, a Material Adverse Effect.
Product Liability; Warranties. 23 3.23 Absence of Undisclosed Changes....................................................................23 3.24
Product Liability; Warranties. (a) Except as disclosed in Section 3.21 of the Company Disclosure Schedule, 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 could reasonably be expected to have a Company Material Adverse Effect.
