Product Warranties and Liabilities. All products manufactured, sold or delivered by the Target Company have been in conformity with all applicable contractual commitments and applicable Law and all express and implied warranties, and the Target Company has no Liability (and, to the Target Company’s Knowledge, there is no reasonable basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against it giving rise to any such Liability) for replacement thereof or other damages in connection therewith in excess of any warranty reserve specifically established with respect thereto and included on the face of the Balance Sheet (rather than the notes thereto). No products manufactured, sold or delivered by the Target Company are subject to any guaranty, warranty or other indemnity beyond the applicable standard terms and conditions of such sale as described on Section 3.22 of the Disclosure Schedules (including as a result of any course of conduct between the Target Company and any Person or as a result of any statements in any of the Target Company’s product or promotional literature). Section 3.22 of the Disclosure Schedules includes copies of such standard terms and conditions of sale for the Target Company (containing applicable guaranty, warranty and indemnity provisions). The Target Company has not been notified in writing of any claims for (and the Target Company has no knowledge of any threatened claims for) any extraordinary product returns, warranty obligations or product services relating to any of its products or services. Except as set forth on Section 3.22 of the Disclosure Schedules, there have been no product recalls, withdrawals or seizures with respect to any products manufactured, sold or delivered by the Target Company. Except as set forth on Section 3.22 of the Disclosure Schedules, the Target Company has not had or has any Liability (and, to the Target Company’s Knowledge, there is no reasonable basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against it giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession or use of any products manufactured, sold or delivered by the Target Company or with respect to any services rendered by the Target Company.
Appears in 6 contracts
Samples: Equity Purchase Agreement (AIRO Group, Inc.), Merger Agreement (AIRO Group, Inc.), Merger Agreement (AIRO Group, Inc.)
Product Warranties and Liabilities. All products manufactured, sold or delivered by the Target Company have been in conformity with all applicable material contractual commitments and applicable Law and all express and implied warranties, and the Target Company has no Liability (and, to the Target Company’s Knowledge, there is no reasonable basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against it giving rise to any such Liability) for replacement thereof or other damages in connection therewith in excess of any warranty reserve specifically established with respect thereto and included on the face of the Balance Sheet (rather than the notes thereto). No products manufactured, sold or delivered by the Target Company are subject to any guaranty, warranty or other indemnity beyond the applicable standard terms and conditions of such sale as described on Section 3.22 of the Disclosure Schedules (including as a result of any course of conduct between the Target Company and any Person or as a result of any statements in any of the Target Company’s product or promotional literature). Section 3.22 of the Disclosure Schedules includes copies of such standard terms and conditions of sale for the Target Company (containing applicable guaranty, warranty and indemnity provisions). The Target Company has not been notified in writing of any claims for (and the Target Company has no knowledge of any threatened claims for) any extraordinary product returns, warranty obligations or product services relating to any of its products or services. Except as set forth on Section 3.22 of the Disclosure Schedules, there have been no product recalls, withdrawals or seizures with respect to any products manufactured, sold or delivered by the Target Company. Except as set forth on Section 3.22 of the Disclosure Schedules, the Target Company has not had or has any Liability (and, to the Target Company’s Knowledge, there is no reasonable basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against it giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession or use of any products manufactured, sold or delivered by the Target Company or with respect to any services rendered by the Target Company.
Appears in 1 contract
Samples: Merger Agreement (GigCapital2, Inc.)
Product Warranties and Liabilities. All products manufactured, sold or delivered by the Target Company have been in conformity with all applicable contractual commitments and applicable Law and all express and implied warrantieswarranties in all material respects, and the Target Company has no Liability (and, to the Target Company’s Knowledge, there is no reasonable basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against it giving rise to any such Liability) for replacement thereof or other damages in connection therewith in excess of any warranty reserve specifically established with respect thereto and included on the face of the Balance Sheet (rather than the notes thereto). No products manufactured, sold or delivered by the Target Company are subject to any guaranty, warranty or other indemnity beyond the applicable standard terms and conditions of such sale as described on Section 3.22 of the Disclosure Schedules (including as a result of any course of conduct between the Target Company and any Person or as a result of any statements in any of the Target Company’s product or promotional literature). Section 3.22 of the Disclosure Schedules includes copies of such standard terms and conditions of sale for the Target Company (containing applicable guaranty, warranty and indemnity provisions). The Target Company has not been notified in writing of any claims for (and the Target Company has no knowledge Knowledge of any threatened claims for) any extraordinary product returns, warranty obligations or product services relating to any of its products or services. Except as set forth on Section 3.22 of the Disclosure Schedules, there have been no product recalls, withdrawals or seizures with respect to any products manufactured, sold or delivered by the Target Company. Except as set forth on Section 3.22 of the Disclosure Schedules, the Target Company has not had or has any Liability (and, to the Target Company’s Knowledge, there is no reasonable basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against it giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession or use of any products manufactured, sold or delivered by the Target Company or with respect to any services rendered by the Target Company.
Appears in 1 contract
Samples: Merger Agreement (AIRO Group, Inc.)