Common use of Product Warranties and Liabilities Clause in Contracts

Product Warranties and Liabilities. (a) Except as set forth ---------------------------------- in Schedule 4.19(a), neither the Company nor any of its Subsidiaries has any material forms of warranties or guarantees of its products and services that are in effect or proposed to be used by it. Schedule 4.19(a) sets forth (i) the form of warranty for each product or category of product manufactured by the Company and (ii) a description of each pending or, to the knowledge of the Company, threatened material action, suit, investigation or proceeding under any warranty or guaranty against the Company or any of its Subsidiaries. Except as set forth in Schedule 4.19(a), neither the Company nor any of its Subsidiaries has incurred, nor does the Company know of any basis for alleging, any material liability, damage, loss, cost or expense as a result of any defect or other deficiency (whether of design, materials, workmanship, labeling instructions or otherwise) ("Product Liability") with respect to any product sold or services rendered by or on behalf of the Company or any of its Subsidiaries, whether such Product Liability is incurred by reason of any express warranty (including, without limitation, any warranty of merchantability or fitness), any doctrine of common law (tort, contract or other), any statutory provision, any foreign law or otherwise and irrespective of whether such Product Liability is covered by insurance, which Product Liability would have a Company Material Adverse Effect. (b) There is no pending or, to the knowledge of the Company, threatened recall or investigation of any product sold by the Company or any of its Subsidiaries, which recall or investigation would have a Company Material Adverse Effect. (c) Attached to Schedule 4.19(c) are (i) all requests for information, inquiry or similar type letters received by the Company and/or its Subsidiaries from any federal, state and/or foreign trade regulatory authorities (including without limitation the Federal Trade Commission (the "FTC") and the Federal Communications Commission (the "FCC")), and any written communication by the Company and/or its Subsidiaries in response and (ii) all inquiries sent by the Company and/or its Subsidiaries to such authorities and any written communication received in response, in each case of (i) and (ii) since January 1, 1991. The Company has obtained all necessary approvals and licenses, and is in compliance with all rules, regulations and promulgations of any Government Entity (including without limitation the FTC or FCC), relating to the manufacture, production or provision of goods and services meant for sale or distribution, except where the failure to have such approvals or be in compliance would not result in a Company Material Adverse Effect.

Product Warranties and Liabilities. (a) Except as set forth ---------------------------------- in Schedule 4.19(a3.37(a), neither the Company nor any of its Subsidiaries has any material forms of warranties or guarantees of its products and services that are in effect or proposed to be used by it. Schedule 4.19(a) sets forth (i) the form of warranty for each product or category of product manufactured by the Company and (ii) a description of each there is no pending or, to the knowledge Knowledge of the Company, threatened material actionthreatened, suitand, investigation to the Knowledge of the Company, there is no basis for any, Proceeding relating to injury to person or proceeding under property of any warranty Person suffered as a result of any product manufactured, distributed or guaranty against sold by or on behalf of any of the Company and Company Subsidiaries or performance of any service by the Company or any Company Subsidiary, including claims arising out of any breach of product warranty (other than warranty service and repair claims in the Ordinary Course of Business not material in amount or significance), strict liability in tort, negligent manufacture of product, negligent provision of services or any other allegation of liability, including or resulting in, but not limited to, product recalls, arising from the materials, design, testing, manufacture, packaging, labeling (including instructions for use), materials or workmanship or sale of its Subsidiaries. Except as set forth in Schedule 4.19(a), neither products or from the provision of services or otherwise alleging any liability of the Company nor or any of its Subsidiaries has incurred, nor does the Company know of any basis for alleging, any material liability, damage, loss, cost or expense Subsidiary as a result of any defect or other deficiency (whether of design, materials, workmanship, labeling instructions or otherwise) ("Product Liability") with respect to any product manufactured, processed, distributed or sold or services rendered by or on behalf of the Company or any Company Subsidiary or performance of its Subsidiaries, whether such any service by and of the Company or any Company Subsidiary (hereafter collectively referred to as “Product Liability is incurred by reason of any express warranty (including, without limitation, any warranty of merchantability or fitness), any doctrine of common law (tort, contract or other), any statutory provision, any foreign law or otherwise and irrespective of whether such Product Liability is covered by insurance, which Product Liability would have a Company Material Adverse EffectClaims”) prior to the Closings. (b) There is During the five-year period ending on the date hereof, no pending or, to the knowledge product manufactured or sold by any of the Company, threatened Company and Company Subsidiaries has been the subject of any material recall or investigation similar action instituted by any governmental authority, agency or instrumentality or undertaken by any of any product sold by the Company or any and Company Subsidiaries on a voluntary basis. During the five-year period ending on the date hereof, none of its Subsidiaries, which recall or investigation would have a Company Material Adverse Effect. (c) Attached to Schedule 4.19(c) are (i) all requests for information, inquiry or similar type letters received by the Company and/or its and Company Subsidiaries from has paid, settled or otherwise incurred any federaluninsured or insured liability with respect to, state and/or foreign trade regulatory authorities (including without limitation the Federal Trade Commission (the "FTC") and the Federal Communications Commission (the "FCC")), and any written communication by the Company and/or its Subsidiaries in response and (ii) all inquiries sent by the Company and/or its Subsidiaries to such authorities and any written communication received in response, in each case of (i) and (ii) since January 1, 1991. The Company has obtained all necessary approvals and licenses, and is in compliance with all rules, regulations and promulgations of any Government Entity (including without limitation the FTC or FCC), relating to the manufacture, production or provision of goods and services meant for sale or distribution, except where the failure to have such approvals or be in compliance would not result in a Company Material Adverse EffectProduct Liability Claims.

Product Warranties and Liabilities. (a) Except as set forth ---------------------------------- in Schedule 4.19(a3.37(a), neither the Company nor any of its Subsidiaries has any material forms of warranties or guarantees of its products and services that are in effect or proposed to be used by it. Schedule 4.19(a) sets forth (i) the form of warranty for each product or category of product manufactured by the Company and (ii) a description of each there is no pending or, to the knowledge Knowledge of the Company, threatened material actionthreatened, suitand, investigation to the Knowledge of the Company, there is no basis for any, Proceeding relating to injury to person or proceeding under property of any warranty Person suffered as a result of any product manufactured, distributed or guaranty against sold by or on behalf of any of the Company and Company Subsidiaries or performance of any service by Table of Contents the Company or any Company Subsidiary, including claims arising out of any breach of product warranty (other than warranty service and repair claims in the Ordinary Course of Business not material in amount or significance), strict liability in tort, negligent manufacture of product, negligent provision of services or any other allegation of liability, including or resulting in, but not limited to, product recalls, arising from the materials, design, testing, manufacture, packaging, labeling (including instructions for use), materials or workmanship or sale of its Subsidiaries. Except as set forth in Schedule 4.19(a), neither products or from the provision of services or otherwise alleging any liability of the Company nor or any of its Subsidiaries has incurred, nor does the Company know of any basis for alleging, any material liability, damage, loss, cost or expense Subsidiary as a result of any defect or other deficiency (whether of design, materials, workmanship, labeling instructions or otherwise) ("Product Liability") with respect to any product manufactured, processed, distributed or sold or services rendered by or on behalf of the Company or any Company Subsidiary or performance of its Subsidiaries, whether such any service by and of the Company or any Company Subsidiary (hereafter collectively referred to as “Product Liability is incurred by reason of any express warranty (including, without limitation, any warranty of merchantability or fitness), any doctrine of common law (tort, contract or other), any statutory provision, any foreign law or otherwise and irrespective of whether such Product Liability is covered by insurance, which Product Liability would have a Company Material Adverse EffectClaims”) prior to the Closings. (b) There is During the five-year period ending on the date hereof, no pending or, to the knowledge product manufactured or sold by any of the Company, threatened Company and Company Subsidiaries has been the subject of any material recall or investigation similar action instituted by any governmental authority, agency or instrumentality or undertaken by any of any product sold by the Company or any and Company Subsidiaries on a voluntary basis. During the five-year period ending on the date hereof, none of its Subsidiaries, which recall or investigation would have a Company Material Adverse Effect. (c) Attached to Schedule 4.19(c) are (i) all requests for information, inquiry or similar type letters received by the Company and/or its and Company Subsidiaries from has paid, settled or otherwise incurred any federaluninsured or insured liability with respect to, state and/or foreign trade regulatory authorities (including without limitation the Federal Trade Commission (the "FTC") and the Federal Communications Commission (the "FCC")), and any written communication by the Company and/or its Subsidiaries in response and (ii) all inquiries sent by the Company and/or its Subsidiaries to such authorities and any written communication received in response, in each case of (i) and (ii) since January 1, 1991. The Company has obtained all necessary approvals and licenses, and is in compliance with all rules, regulations and promulgations of any Government Entity (including without limitation the FTC or FCC), relating to the manufacture, production or provision of goods and services meant for sale or distribution, except where the failure to have such approvals or be in compliance would not result in a Company Material Adverse EffectProduct Liability Claims.

Product Warranties and Liabilities. (a) Except as set forth ---------------------------------- in Schedule 4.19(a), neither Section 2.19(a) of the Company nor any of its Subsidiaries has any material forms of warranties or guarantees of its products and services that are in effect or proposed to be used by it. Schedule 4.19(a) sets forth (i) the form of warranty for each product or category of product manufactured by the Company and (ii) a description of each Disclosure Schedule, there is no pending or, to the knowledge Knowledge of the Company, threatened material actionthreatened, suitand, investigation to the Knowledge of the Company, there is no basis for any, Proceeding relating to injury to person or proceeding under property of any warranty Person suffered as a result of any product manufactured, distributed or guaranty against sold by or on behalf of any of the Company or performance of any service by the Company, including claims arising out of any breach of product warranty (other than warranty service and repair claims in the ordinary course of business not material in amount or significance), strict liability in tort, negligent manufacture of product, negligent provision of services or any other allegation of liability, including or resulting in, but not limited to, product recalls, arising from the materials, design, testing, manufacture, packaging, labeling (including instructions for use), materials or workmanship or sale of its Subsidiaries. Except as set forth in Schedule 4.19(a), neither products or from the provision of services or otherwise alleging any liability of the Company nor any of its Subsidiaries has incurred, nor does the Company know of any basis for alleging, any material liability, damage, loss, cost or expense as a result of any defect or other deficiency (whether of design, materials, workmanship, labeling instructions or otherwise) ("Product Liability") with respect to any product manufactured, processed, distributed or sold or services rendered by or on behalf of the Company or performance of any service by and of its Subsidiaries, whether such the Company (hereafter collectively referred to as “Product Liability is incurred by reason of any express warranty (including, without limitation, any warranty of merchantability or fitness), any doctrine of common law (tort, contract or other), any statutory provision, any foreign law or otherwise and irrespective of whether such Product Liability is covered by insurance, which Product Liability would have a Company Material Adverse EffectClaims”) prior to the Closing. (b) There is During the three-year period ending on the date hereof, no pending or, to the knowledge product manufactured or sold by any of the Company, threatened Company has been the subject of any material recall or investigation similar action instituted by any governmental authority, agency or instrumentality or undertaken by any of any product sold by the Company or any of its Subsidiarieson a voluntary basis. During the three-year period ending on the date hereof, which recall or investigation would have a Company Material Adverse Effect. (c) Attached to Schedule 4.19(c) are (i) all requests for information, inquiry or similar type letters received by the Company and/or its Subsidiaries from has not paid, settled or otherwise incurred any federaluninsured or insured liability with respect to, state and/or foreign trade regulatory authorities (including without limitation the Federal Trade Commission (the "FTC") and the Federal Communications Commission (the "FCC")), and any written communication by the Company and/or its Subsidiaries in response and (ii) all inquiries sent by the Company and/or its Subsidiaries to such authorities and any written communication received in response, in each case of (i) and (ii) since January 1, 1991. The Company has obtained all necessary approvals and licenses, and is in compliance with all rules, regulations and promulgations of any Government Entity (including without limitation the FTC or FCC), relating to the manufacture, production or provision of goods and services meant for sale or distribution, except where the failure to have such approvals or be in compliance would not result in a Company Material Adverse EffectProduct Liability Claims.