Product Warranties; Returns. (a) Schedule 4.15 sets forth the forms of the product warranties of the Company and each of its Subsidiaries that are on the date of this Agreement being made for products being sold on such date. To the Company’s Knowledge, there is no basis for product warranty claims which would result in costs materially in excess of the reserve for product warranty claims set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Initial Closing Date or the applicable Subsequent Closing Date, as applicable, in accordance with the past custom and practice of the Company or each of its Subsidiaries, as applicable. No product manufactured, sold or distributed by the Company or any of its Subsidiaries is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale and those imposed by applicable Law. Neither the Company nor any of its Subsidiaries has any material Liability arising out of any injury to Persons or property as a result of the ownership, use or possession of any products manufactured, sold or distributed by the Company or any of its Subsidiaries. The products manufactured, sold or distributed by the Company and each of its Subsidiaries have been, in all material respects, in conformity with all applicable contractual commitments and all express warranties and, to the Knowledge of the Company, all implied warranties.
Product Warranties; Returns. No Credit Party is aware of any basis for product warranty claims which would result in costs materially in excess of the reserve for product warranty claims set forth on the face of the most recent annual consolidated balance sheet (rather than in any notes thereto) of Holdings and Borrower as adjusted for the passage of time through the Closing Date, or the date of a Revolving Credit Advance thereafter, as applicable, in accordance with the past custom and practice of the Credit Parties. No product manufactured, sold or distributed by any Credit Party is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale and those imposed by applicable Law. No Credit Party has any material liability arising out of any injury to Persons or property as a result of the ownership, use or possession of any products manufactured, sold or distributed by the Credit Parties. The products manufactured, sold or distributed by the Credit Parties have been, in all material respects, in conformity with all applicable contractual commitments and all express warranties and, to the knowledge of the Credit Parties, all implied warranties.
Product Warranties; Returns. (a) Section 2.24 of the Seller Disclosure Schedule lists all material agreements that include specific product warranties and sets forth the forms of the product warranties of the Company and its Subsidiaries that are on the date of this Agreement being made for products being sold on such date. Neither the Company nor any of its Subsidiaries is aware of any basis for product warranty claims under any of the agreements listed on Section 2.24 of Seller Disclosure Schedule. Neither the Company nor any of its Subsidiaries is aware of any basis for product warranty claims which would result in costs materially in excess of the reserve for product warranty claims set forth on the face of the December 31 Unaudited Company Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and the practice of the Company. No product manufactured, sold or distributed by the Company or any of its Subsidiaries is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale. To the knowledge of the Company and its Subsidiaries, neither the Company nor any of its Subsidiaries has any material Liability arising out of any injury to persons or property as a result of the ownership, use, or possession of any products manufactured, sold or distributed by the Company or its Subsidiaries. The products manufactured, sold or distributed by the Company and its Subsidiaries have been, in all material respects, in conformity with all applicable contractual commitments and all express or implied warranties.
Product Warranties; Returns. 17 4.23 Insurance......................................................................................17 -i- Table of Contents ----------------- (continued)
Product Warranties; Returns. With respect to the Inventory: (a) except as set forth on Schedule 4.22, the Seller is not liable for any unexpired product warranty with respect to any of the Inventory that it distributes or that it has heretofore distributed, sold or manufactured; (b) the Seller has not received any notice of any claim based upon any product warranty with respect to the Inventory; and (c) the Seller does not know or have any reasonable ground to know of any such claim (actual or threatened) based upon any product warranty with respect to any such product. Schedule 4.22 attached hereto sets forth all warranties, express or implied, that the Seller has made or is responsible for in connection with any Inventory. Schedule 4.22 sets forth the percentage of product returns and exchanges for the past three fiscal (3) years.
Product Warranties; Returns. 15 6.22 Conditions Affecting the Business..............................................................15
Product Warranties; Returns. With respect to the Inventory: (a) except as set forth on Schedule 6.21, Kirkland is not liable for any unexpired product warranty with respexx xx xxy of the Inventory that it distributes or that it has heretofore distributed, sold or manufactured; (b) neither Kirkland nor the Equityholder has received any notice of any claim bxxxx xxxn any product warranty with respect to the Inventory; and (c) neither Kirkland nor the Equityholder knows or has any reasonable ground to xxxx xx any such claim (actual or threatened) based upon any product warranty with respect to any such product. Schedule 6.21 attached hereto sets forth all warranties, express or implied, that Kirkland has made or is responsible for in connection with any Invenxxxx. Xxhedule 6.21 sets forth the percentage of product returns and exchanges for the past three fiscal (3) years.
Product Warranties; Returns
