Product Warranty and Liability. All finished goods inventories manufactured by the Company in the operation of the Business (the "Products") have been in material conformity with all applicable contractual commitments and all express or implied warranties (including warranties imposed by the application of law) and, to the Knowledge of the Company and the Controlling Shareholder, no material liability exists or will arise for replacement or damage in connection with such sales or deliveries, except as are adequately reserved for on the Financial Statements. No Products heretofore sold by the Company are now subject to any guaranty, warranty, claim for product liability or patent or other indemnity, other than those sold in accordance with the standard terms and conditions of sale of the Business, true and complete copies of which have been made available to the Purchaser.
Product Warranty and Liability. All products made, assembled, or sold by the Business in the previous three years have been in conformity with all applicable contractual commitments, Applicable Law, and all express and implied warranties, with only such exceptions as would not reasonably be expected to be material to the Business. Neither Seller nor any of its Subsidiaries has been notified of any claims for, and Seller has no knowledge of any threatened claims for, any product returns, warranty obligations or product services that would reasonably be expected to be material to the Business.
Product Warranty and Liability a. Except as set forth in the Seller's Disclosure Schedule, each product manufactured, sold, or delivered by the Company were, when sold, fit for the ordinary purpose for which they were intended to be used or conformed in all material respects to product specifications or any promises made in connection with its sale and has been in conformity with all applicable contractual commitments and in compliance with all legal requirements, and the Company has no liability (and, to the Seller's knowledge, 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) for replacement thereof or other damages in connection therewith, subject only to product returns made by customers in the ordinary course of the Company's Business consistent with past practices, and reserves for product warranty claims set forth on the face of the Financial Statements as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice. Other than product returns made in the ordinary course of the Company's Business consistent with past practices and consumer complaints received in the ordinary course of the Company's Business and historical experience and except as set forth in the Seller's Disclosure Schedule, no written products warranty or similar written claims have been made against the Company since January 1, 2000. No product manufactured, sold, leased, or delivered by Company is subject to any guaranty, warranty, or other indemnity beyond those required or implied by applicable law, if any, the applicable standard terms and conditions of sale and the Company's policy with respect to returns. A description of the Company's standard product warranties or standard terms and conditions of sale are attached as part of Seller's Discloser Schedule. Seller's Disclosure Schedule identifies all material disputes with customers regarding products produced or sold by the Company since December 31, 2002.
b. Except as set forth in the Seller's Disclosure Schedule, since January 1, 2001, the Company has not been the subject of any product liability claims or toxic tort claims (and, to the Company's knowledge, there is no basis for any product liability claims or toxic tort claims) arising out of any injury to individuals or property as a result of the design, manufacture, sale, distribution, ownership, possession, labeling, advertise...
Product Warranty and Liability. 29 2.24 Accuracy. . . . . . . . . . . . . . . . . . . . . . . . . . 29 2.25
Product Warranty and Liability. Except as set forth on Schedule 5.18(a), in the three-year period prior to the Closing Date, there have been no product or service warranty claims made against Seller alleging that any Goods and Services are defective or improperly designed, and no such claims are currently pending or, to Seller Parties’ Knowledge, threatened against Seller. There are no presently pending or, to Seller Parties’ Knowledge, threatened investigations or demand letters relating to any alleged hazard or alleged defect, failure to warn, or alleged breach of express or implied warranty or representation relating to any Goods and Services. Schedule 5.18(b) includes true and complete copies of the standard terms and conditions of sale for Seller. Except for conditions or warranties contained in the standard terms and conditions set forth on Schedule 5.18(c), Seller has not given a condition or warranty or made a representation in respect of any Goods and Services. Except as set forth on Schedule 5.18(d), each Good and Service has been in conformity in all material respects with all applicable contractual commitments and all express and implied warranties. Except as set forth on Schedule 5.18(e), Seller does not have any Liability (and, to Seller Parties’ Knowledge, there is no basis for any Proceeding against Seller giving rise to any Liability) for any Goods and Services. Except as set forth on Schedule 5.18(f), the Goods and Services have never been subject to a recall and there has not been any failure by Seller to warn, test, inspect or instruct of dangers that could form the basis for a recall.
Product Warranty and Liability. It is the Company's standard practice to sell each product sold by the Company in conformity with all applicable contractual commitments, if any, and all express and implied warranties of the manufacturer. All products sold by the Company have been sold in conformity with such practice, except for such deviations therefrom that are not and would not have a Material Adverse Effect. No product sold by the Company is subject to any other guaranty, warranty or other indemnity beyond the applicable standard terms and conditions of sale. Schedule 4.28 sets forth a list of all product liability claims raised or asserted against the Company since January 1, 1996. No third party has advised the Company that it has any liability arising out of any injury to individuals or property as a result of the ownership, possession or use of any product sold by the Company prior to Closing.
Product Warranty and Liability. 29 2.24 ACCURACY . . . . . . . . . . . . . . . . . . . . . . . .29 2.25
Product Warranty and Liability. Each product designed, manufactured, or sold by the Company and all services performed by the Company have been in conformity in all material respects with all applicable contractual commitments and all express and implied warranties. The Company has no liability, and there is no basis for any present or future action, suit or other proceeding giving rise to any liability, (i) for replacement or repair of any such product or other damages in connection therewith, or (ii) arising out of any injury to persons or property as a result of any such product or any services performed by the Company. None of the Sellers has received any notice that an action, suit or proceeding has been, or in the future may be, made alleging that products or services of the Company are or were defective in any material respect.
Product Warranty and Liability. (a) Each product manufactured, sold or delivered by any Target Company in conducting its business has been in all material respects in conformity with all product specifications all express and implied warranties and all applicable Laws. To the Company’s Knowledge, no Target Company has any material liability for replacement or repair of any such products or other damages in connection therewith or any other customer or product obligations not reserved against in the Financial Statements. No Target Company has sold any products or delivered any services that included a warranty for a period of longer than one year.
(b) To the Company’s Knowledge, no Target Company has any material Liability arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product designed, manufactured, assembled, repaired, maintained, delivered, sold or installed, or services rendered, by or on behalf of a Target Company. No Target Company has committed any act or omission which would reasonably be expected to result in, and there has been no occurrence which would reasonably be expected to give rise to or form the basis of, any material product Liability or material Liability for breach of warranty (whether covered by insurance or not) on the part of a Target Company with respect to products designed, manufactured, assembled, repaired, maintained, delivered, sold or installed or services rendered by or on behalf of a Target Company.
Product Warranty and Liability. Each product and service sold or furnished by any Company has been sold or furnished in conformity with all applicable contractual commitments and all express and implied warranties. No Company has any liability (and, to the Equityholders’ Knowledge, there is no basis for any present or future demand, action or proceeding giving rise to any liability): (a) for the furnishing of replacement services or products or additional products; or (b) for damages in connection with any product manufactured, sold, installed, used or delivered by a Company or any service provided by a Company (including insulation) prior to or on the Closing Date. No Company has manufactured, distributed, sold or installed any products containing asbestos.
