Product Warranties; Product Liability. (i) There are currently no claims or other Actions that have been submitted or asserted and are ongoing relating to breach of any guarantee, warranty or indemnity relating to any products designed, sold, manufactured, distributed or delivered by, or services provided by, the Company or its Subsidiaries, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the Company’s knowledge there is no design or manufacturing defect, nor any failure to warn, nor any non-conformity with applicable product warranties, with respect to any products now or previously designed, tested, sold, manufactured, distributed or delivered by, or services now or previously provided by, the Company or its Subsidiaries, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Product Warranties; Product Liability. (a) Neither the Company, any Subsidiary, nor, to the Company’s knowledge, any of its or their licensees, partners, collaborators or joint venturers has developed, manufactured, commercialized, produced, formulated, propagated, modified, customized, processed, distributed or sold any Company Product that did not comply with any express or implied warranty regarding such Company Product or that contained any unintended Hazardous Substance or that was otherwise adulterated, contaminated, mislabeled, defective, off-specification or improperly packaged or transported.
Product Warranties; Product Liability. (a) Each product provided by the Group Companies to a purchaser was provided in material conformity with all applicable contractual commitments and all express warranties by which the Group Companies are bound. There are no claims or other Proceedings threatened or that have been submitted or asserted, relating to breach of any guarantee, warranty or indemnity relating to any products designed, sold, manufactured, distributed or delivered by, or services provided by, the Group Companies and, to the Company’s knowledge, there is no reasonable basis for any present or future claim or other Proceeding that would reasonably be expected to give rise to any such liability. To the Company’s knowledge, there is no material design defect, nor any failure to warn, with respect to any products now or previously designed, tested, sold, manufactured, distributed or delivered by, or services now or previously provided by, the Group Companies.
Product Warranties; Product Liability. To Sellers' Knowledge, all products and goods developed, manufactured, sold, licensed, or delivered by any Seller and all services rendered by any Seller have been in conformity with all applicable Contractual commitments, all applicable express and implied warranties, and all applicable safety standards. With respect to such products (including work in process and orders for any such products received and accepted by any Seller) and/or services, no Seller has given any guaranty, warranty, or other indemnity (including as a result of any course of conduct between any Seller, on one hand, and any other Person, on the other hand, or as a result of any statements in any of the product or promotional literature used by any Seller), whether written or verbal, express or implied, except as set forth on Schedule 5.24. The reserves set forth on the Latest Balance Sheet for product returns and warranty obligations (and as included as a current liability in the Closing Net Working Capital determined pursuant to the procedures set forth in Section 2.8 above) represent Sellers' good faith estimate of the aggregate cost and all other Liabilities and Losses of Sellers on a consolidated basis with respect to their respective performance of any such guaranty, warranty, or other indemnity or any guaranty, warranty, or other indemnity arising by operation of Law. Except as set forth on Schedule 5.24, no Seller has been notified of any claims for, and no Seller has any Knowledge of, any threatened claims for any product returns, warranty obligations, or product services relating to any such products or services. In the last six (6) years, there have been no product recalls, withdrawals, or seizures with respect to any such products or services and there is no basis for the foregoing. Notwithstanding any representations in this Section 5.24, it is acknowledged that the Assumed Liabilities include those Liabilities described in Section 2.3(a)(iii), (iv), and (v).
Product Warranties; Product Liability. (i) Except for written product warranties made by the Companies on any sales records used within the last five years, true, accurate and complete copies of which heretofore have been provided to Buyer by Sellers, none of the Companies has created or granted any express product warranties or guarantees in connection with the installation, assembly, sale, lease or delivery of its Products. None of the Companies or any Seller has received any notice and, to Seller’s Knowledge, there is no claim that any of the Companies has any Liability with respect to the return of, or failure to properly install, Products other than in the ordinary course of business and consistent with past practices. Since January 1, 2001, there has not been, nor is there under consideration or investigation by any of the Companies or any Seller, any recall, rework, retrofit or post-sale warning concerning any Product. Except for returns and repairs of Products by customers in the ordinary course of business and consistent with past practices, each Product installed, assembled, sold, leased or delivered by the Companies has been in conformity in all material respects with all applicable contractual commitments and regulatory requirements and all express and implied warranties, and, to Seller’s Knowledge, none of the Companies has any material Liability, and there is no reasonable basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against any of the Companies giving rise to any Liability, for replacement or repair thereof or other damages in connection therewith.
Product Warranties; Product Liability. 42 3.32 FINANCIAL SERVICE RELATIONS AND POWERS OF ATTORNEY.................................................... 43 3.33
Product Warranties; Product Liability. Attached to Schedule 3.31 of the Disclosure Schedule are complete and correct copies of the standard terms and conditions of sale or lease for each of the products or services of the Company and the Company Subsidiary (containing applicable guaranty, warranty and indemnity provisions). Except as required by Law or as set forth in such standard terms and conditions, no product manufactured, sold, leased or delivered by, or service rendered by or on behalf of, the Company or the Company Subsidiary is subject to any guaranty, warranty or other indemnity, express or implied, beyond such standard terms and conditions. Schedule 3.31 of the Disclosure Schedule sets forth the aggregate expenses incurred by the Company's customer support and service center in fulfilling its obligations under its guaranty, warranty and right of return provisions during the periods covered by the Financial Statements and the Interim Financial Statements and the Company knows of no reason why such expenses should significantly increase as a percentage of sales in the future. Except as set forth in Schedule 3.31 of the Disclosure Schedule, there are no existing or, to the knowledge of the Company threatened claims, against the Company or the Company Subsidiary for services or merchandise which are defective or fail to meet any service or product warranties other than in the ordinary course of business consistent with past experience. Except as set forth in Schedule 3.31 of the Disclosure Schedule, no claim has been asserted against the Company or the Company Subsidiary since January 1, 2000 for renegotiation or price redetermination of any completed business transaction. The Company's and the Company Subsidiary's products are free from known significant defects and, to the knowledge of the Company, conform in all material respects to the specifications, documentation and sample demonstration furnished to the Company's and the Company Subsidiary's customers and made available to Brooxx.
Product Warranties; Product Liability. Except as set forth in Section 4.24 of the Disclosure Schedule, there are no written or oral warranties with respect to the products sold and/or services conducted by the Seller within the past three (3) years. Section 4.24 of the Disclosure Schedule sets forth (i) the aggregate amount of all costs incurred by the Seller with respect to warranty claims, product liability claims and recalls that have occurred during each of the 2013, 2014 and 2015 fiscal years, (ii) a list of all warranty claims or product liability and recalls that have resulted in the Seller incurring costs in excess of $100,000 or more during each of the 2013, 2014 and 2015 fiscal years, and (iii) a list of all pending, or, to the Knowledge of the Seller, threatened warranty claims or product liability claims, in each case, that assert damages or claims in excess of $50,000, or any recalls. The warranty reserve for products sold, shipped or delivery by or on behalf of the Seller on or prior to the Closing Date (i) has been established in accordance with GAAP, consistently applied and (ii) to the Knowledge of the Seller, is in an amount adequate and sufficient to cover any liabilities of the Seller pursuant to any such warranties provided in connection with any products of the Seller shipped, distributed or delivered by or on behalf of the Seller on or prior to the Closing Date.
Product Warranties; Product Liability. Except as set forth on Schedule 3.19, neither Seller nor any Selling Subsidiary has made any express warranties or guarantees with respect to the Products marketed and/or sold by the Business. Each product sold or delivered by Seller or any Selling Subsidiary in respect of the Business has been in conformity in all material respects with all applicable contractual commitments, all applicable Laws and all express warranties, and Seller and the Selling Subsidiaries have no material liability (including under a product liability claim or basis) for replacement or repair thereof or other damages in connection therewith (including any liability arising out of injury to individuals or property).
Product Warranties; Product Liability. There is no material Proceeding, or to the Knowledge of Sellers, any investigation by any Governmental Entity relating to any product, including the packaging and advertising related thereto, that since January 1, 2015 was manufactured, processed, sold or placed in the stream of commerce by the Business or any services provided since January 1, 2015 by the Business (a “Product”), or Proceeding involving a Product, which is pending or, to the Knowledge of Sellers, threatened, by any Person. Since January 1, 2015, there has not been, nor is there under consideration by the Business, any Product recall or post-sale warning of a material nature conducted by or on behalf of the Business concerning any Product. All Products have complied and comply with applicable governmental authorizations, contractual commitments, express and implied warranties and Laws, except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and there have not been and there are no material defects or deficiencies in such Products.
