Common use of Product Liability; Warranties Clause in Contracts

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, authored, distributed, sold, rendered, offered or provided, as the case may be, has been the subject of any recall or other similar action.

Product Liability; Warranties. (a) All Section 3.22 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, Disclosure Schedule sets forth a true 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: complete list of (i) where any such failure to be merchantableall Accessories Products manufactured, free from defects, marketed or suitable, was corrected, fixed, or otherwise resolved by sold in the Company Group Entities in accordance with any obligation course of the applicable Company Group Entity under conduct of the Business which products have been recalled or withdrawn (whether voluntarily or otherwise) at any Contract time since January 1, 2004 (for purposes of this Section 3.22, a product shall have been recalled or other applicable warranty obligation; withdrawn if all or a substantial number of products in the product line were recalled or withdrawn) and (ii) all Actions (whether completed or, to Thomson's Knowledge, pending) at any time since January 1, 2004 seeking the extent applicable warranties relating to recall or withdrawal of any Accessories Product sold in the course 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 conduct of the ordinary Business. (b) Except as set forth in Section 3.22(b) of the Business Disclosure Schedule, no Accessories Products or services have been sold in the course of businessthe conduct of the Business which are subject to a warranty beyond twelve months and which warranty has not yet expired. (c) Since January 1, 2004, there have not been any statements, citations or received a written claim based upon alleged Product Liability. No Company Group Entity decisions by any Governmental Authority stating that any Accessories Products sold in the course of the conduct of the Business is unsafe or fails to meet any standards, whether mandatory or voluntary, promulgated by any Governmental Authority. (d) There has any been no material liability for replacement, repair or obligation outside of the ordinary course of business other warranty liability in connection 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 Accessories Products manufactured, distributed or sold at in the course of the conduct of the Business, in each case for which Purchaser, its Subsidiaries or prior to U.S. NewCo would be liable in excess of the Closingamount, if any, of the Warranty Reserve set forth on the Interim Balance Sheet. (be) The Company Except as set forth in Section 3.22(e) of the Business Disclosure Schedule, there has made available to the Buyer complete and correct copies been no material liability arising out of any written warranties and guarantiesinjury to individuals or property as a result of the ownership, given possession, or use of any Accessories Product manufactured, sold, leased, or delivered in the course of the conduct of the Business by any Company Group Entity currently42 (c) Except for warranty claims received and processed in the ordinary course of business, them 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, authored, distributed, sold, rendered, offered or provided, as the case may be, has been the subject of any recall or other similar action.,

Product Liability; Warranties. (a) All 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 that the Company Group Entities have designed, manufactured, distributedpackaged, labeled, shipped or sold by either Company or their Affiliates has been subject to, or sold were merchantableis subject to, free from defects any recall mandated by any Governmental Entity or demanded in design, specifications, processing, manufacture, material or workmanshipwriting by any customer, 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 (iivi) to the extent applicable warranties 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 foregoing were disclaimed in a Contract with a customer Business Products and, to the Knowledge of Sellers, there are no facts or considered circumstances that could cause any Governmental Entity 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 businessrequire, or received a written claim based upon alleged Product Liability. No Company Group Entity has any material liability Company, Seller or obligation outside their Affiliates acting reasonably to voluntarily conduct, any recall, market withdrawal, replacement, relabeling or suspension of the ordinary course manufacturing, promotion, importation or sale of business with respect to: (y) any Product Liability relative to of 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 There are no standard terms, warranties and conditions of service, sale or lease provided by the Companies or the Business with respect to the Buyer complete Business Products (containing any applicable guaranty, warranty and correct copies of indemnity provisions) other than under any written warranties and guaranties, given by any Company Group Entity currently42Contracts. (c) Except for warranty claims received and processed The Business has marketed its services to potential customers 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 compliance with applicable warranty, Law 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, authored, distributed, sold, rendered, offered or provided, as the case may be, has been the subject of any recall or other similar action.

Product Liability; Warranties. (a) All Since March 31, 2021, (i) there has not been any material claim pending or threatened in writing against the Vantive Group Entities, Seller or any of its Subsidiaries for any product returns, product liability or warranty obligations relating to the Business Vantive Products that from any particular customer or with respect to any particular Vantive Product of more than $5,000,000; (ii) the Company Group Entities Vantive Products 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 complied in all material respectsrespects with applicable Laws; (iii) the Vantive Group Entities, exceptSeller and its Subsidiaries (as applicable) have conducted audits and inspections of the Business’s facilities, consistent in each case: all material respects with industry standards, and none of these inspections or audits have resulted in material adverse findings; (iiv) where there have not been any material defects or deficiencies or any claimed material defects or deficiencies in any such failure Vantive Products that would reasonably be expected to be merchantableresult in an individual Action or collective or class action claim against any Vantive Group Entity, free from defectsSeller or its Subsidiaries relating to Vantive Products of greater than $5,000,000; (v) none of the Vantive Products designed, manufactured, packaged, labeled, shipped or sold by any Vantive Group Entity, Seller or its Subsidiaries has been subject to, or suitableis subject to, was corrected, fixed, any recall mandated by any Governmental Entity or otherwise resolved demanded in writing by the Company Group Entities in accordance with any obligation of the applicable Company Group Entity under any Contract or other applicable warranty obligationcustomer; or (iivi) to the extent applicable warranties Knowledge of Seller, none of the Vantive Products has been subject to, or is subject to, any investigation by any Governmental Entity, and, as of the Execution Date, no Vantive Group Entity, Seller or its Subsidiaries has received any written communication related to any threatened investigation relating to the Vantive Products; and (vii) the Vantive Group Entities, Seller and its Subsidiaries 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 foregoing were disclaimed in a Contract with a customer Vantive Products and, to the Knowledge of Seller, there are no facts or considered circumstances that would reasonably be expected to be disclaimed under applicable Law. No Company cause any Governmental Entity to require, or any Vantive Group Entity has incurred Entity, Seller or its Subsidiaries acting reasonably to voluntarily conduct, any material uninsured recall, market withdrawal, replacement, relabeling or insured Product Liability outside suspension of manufacturing, promotion, importation or sale of any 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 Vantive 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 There are no standard terms, warranties and conditions of service, sale or lease provided by the Vantive Group Entities, Seller or its Subsidiaries or the Business with respect to the Buyer complete Vantive Products (containing any applicable guaranty, warranty and correct copies of indemnity provisions) other than under any written warranties and guaranties, given by any Company Group Entity currently42Contracts. (c) Except for warranty claims received The Business has (and processed in the ordinary course of business, since January 1, 2017, each of the Vantive Group Entities, Seller and its Subsidiaries, in connection with the Business Products that has been manufactured, authored, distributed, sold, rendered, offered or provided, as the case may be, by any Company Group Entity have) marketed its services to any Person conformed to the terms of the potential customers in compliance with applicable warranty, Law 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, authored, distributed, sold, rendered, offered or provided, as the case may be, has been the subject of any recall or other similar action.