Product Warranties; Defects; Liability. 3.23.1 Except as disclosed in Schedule 3.23 (and except for other Liabilities for which there is a reserve which meets the standards described in the following sentence), each product designed, manufactured, marketed, sold, leased, licensed, delivered or installed by the Company (collectively, the “Products”) is, and at all times has been, (a) in compliance with all applicable Legal Requirements, (b) fit for the ordinary purposes for which it is intended to be used and (c) in conformity with any and all Contractual Obligations, express and implied warranties, promises and affirmations of fact made by the Company. The Company does not have any Liability (and, to the Company’s Knowledge, there is no basis for any present or future Action giving rise to any Liability) for replacement or repair of any Products or other damages in connection with any Products, subject only to the reserve for product warranty claims set forth on the face of the Most Recent Balance Sheet, as adjusted for the passage of time in accordance with GAAP, applied on a basis consistent with the principles applied in the preparation of the Most Recent Balance Sheet, which reserve is adequate to address all such Liabilities. Each Product contains adequate warnings, the content and display of which conform with applicable Legal Requirements and current industry practice. There is no design or other defect with respect to any Product.
Product Warranties; Defects; Liability. Each product manufactured, -------------------------------------- sold, leased, or delivered by the Seller in the conduct of the Business has been in conformity in all material respects with all applicable Legal Requirements and Contractual Obligations and all express and implied warranties.
Product Warranties; Defects; Liability. Each product manufactured, -------------------------------------- sold, leased, or delivered by the Company has been in conformity with all applicable contractual commitments and all express and implied warranties except as otherwise could not result in a Material Adverse Effect. The Company does not have any liability (and, to the Company's knowledge, there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against it giving rise to any liability) for replacement or repair thereof or other damages in connection therewith, subject only to the reserve for product warranty claims set forth on the Company's balance sheet dated as of September 30, 2001 and a reasonable reserve for products manufactured, sold, leased or delivered by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice after September 30, 2001, and except for any liability or other damages that could result in a Material Adverse Effect.
Product Warranties; Defects; Liability. Each product manufactured, sold, leased, or delivered by the Company has been in conformity with all applicable federal, state, local or foreign laws and regulations, contractual commitments and all express and implied warranties, and the Company has no Liability (and there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand giving rise to any Liability) for replacement or repair thereof or other damages in connection therewith, subject only to the reserve for product warranty claims set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) which reserve is adequate to address all such Liabilities. No product manufactured, sold, leased, or delivered by the Company is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. The Company has no Liability (and there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them 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 product manufactured, sold, leased, or delivered by the Company and there has been no inquiry or investigation made in respect thereof by any Person including any governmental or administrative agency other than such Liability for which the Company has obtained insurance coverage pursuant to insurance policies listed in Section 3.20 of the Disclosure Schedule which such policies will remain in full force and effect without modification or increase in premium as a result of the transactions contemplated hereby.
Product Warranties; Defects; Liability. To the Knowledge of the Seller, each Product manufactured, sold, leased, or delivered by the CSG has been in conformity in all material respects with all applicable federal, state, local or foreign Laws and regulations, contractual commitments and all express and implied warranties, and the Seller has any Liability (and there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand giving rise to any Liability) for replacement or repair thereof or other damages in connection therewith not covered by insurance. Except as disclosed in Section 3.23 of the Disclosure Schedule, no product manufactured, sold, leased, or delivered by the CSG is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Section 3.23 of the Disclosure Schedule includes copies of the standard terms and conditions of sale or lease for the CSG (containing applicable guaranty, warranty, and indemnity provisions). To the Knowledge of the Seller, Seller has no Liability (and there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them 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 product manufactured, sold, leased, or delivered by the CSG and there has been no inquiry or investigation made in respect thereof by any Person including any governmental or administrative agency.
Product Warranties; Defects; Liability. Each product manufactured, sold, leased, or delivered by the Company has been in conformity with all applicable contractual commitments and all express and implied warranties, and the Company does not have any liability (and, to the Company's knowledge, there is no basis for any present or future action, suit proceeding, hearing, investigation, charge, complaint, claim, or demand against it giving rise to any liability) for replacement or repair thereof or other damages in connection therewith, except where any such non-conformity or any such liability could not, individually or in the aggregate, reasonably be expected to have a TG Business Material Adverse Effect. No product manufactured, sold, leased or delivered by the Company in the ordinary course of the TG Business is subject to any guaranty, warranty or other indemnity beyond the applicable standard terms and conditions of sale or lease or beyond that implied or imposed by applicable law. Schedule 3.1(y) includes copies of the Company's standard terms and conditions of sale or lease relating to the TG Business.
Product Warranties; Defects; Liability. Except as set forth in Section 2.28 of the Seller Disclosure Schedule, there are no defects in the design or manufacture of the Products manufactured, sold, leased, or delivered in the conduct of the Business, and Seller has no Liability (and, to the knowledge of Seller, there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any Liability) for replacement or repair thereof or other damages in connection therewith. There are no express warranties, or implied warranties arising from the course of conduct between parties, outstanding with respect to the Products of Seller except as set forth in Section 2.28 of the Seller Disclosure Schedule. Section 2.28 of the Seller Disclosure Schedule includes copies of the standard terms and conditions of sale used by Seller in connection with the sale of any Products or services.
Product Warranties; Defects; Liability. 22 Employees...........................................................23
Product Warranties; Defects; Liability. Each product manufactured, sold, leased, or delivered by the SEG Entities has been in conformity with all applicable contractual commitments and all express and implied warranties, and none of the SEG Entities has any Liability (and, to Xxxxxxx-Xxxxxxx'x knowledge, there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against it giving rise to any Liability) for replacement or repair thereof or other damages in connection therewith, subject in all respects to, and only to, the reserve for product warranty claims set forth on the face of the SEG Balance Sheet subject to changes in the ordinary course of business consistent with past practices from the date of the SEG Balance Sheet. The provision for warranties as of December 31, 1998, as shown on Schedule 1.4 was, and such provision as shown on the Closing Certificate will be as of the Closing, determined in accordance with GAAP. No product manufactured, sold, leased, or delivered by any SEG Entity is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease or beyond that implied or imposed by applicable law. Schedule 2.22 includes copies of each SEG Entity's standard terms and conditions of sale or lease.
Product Warranties; Defects; Liability. Each product manufactured, -------------------------------------- sold, leased, or delivered by the Company has been in conformity in all material respects with all Legal Requirements, as in effect on or prior to the Closing, and Contractual Obligations and all express and implied warranties. No product manufactured, sold, leased, or delivered by the Seller in the conduct of the Business is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Schedule 3.20 ------------- includes copies of the standard terms and conditions of sale or lease for the Company (containing applicable guaranty, warranty, and indemnity provisions). To the Seller's Knowledge, the Company has no Liability (and to the Seller's Knowledge no basis for any present or future Action giving rise to any Liability exists) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product manufactured, sold, leased, or delivered by the Company, and, to the Seller's Knowledge, there has been no inquiry or investigation made in respect thereof by any Person including any Governmental Authority.
