Common use of Product Warranty and Product Liability Clause in Contracts

Product Warranty and Product Liability. Schedule 5.17 of the Disclosure Schedule contains a true, correct and complete copy of Company's standard warranty or warranties for sales of Products (as defined below) and, except as stated therein, there are no warranties, commitments or obligations with respect to the return, repair or replacement of Products. Schedule 5.17 of the Disclosure Schedule contains a description of all product liability claims and similar claims, actions, litigation and other proceedings relating to Products which are presently pending or which to Company's knowledge are threatened, or which have been asserted or commenced against Company within the last two (2) years, in which a party thereto either requests injunctive relief (whether temporary or permanent) or alleges damages in excess of $100,000.00 (whether or not covered by insurance). To the best of the Company's knowledge, there are no defects in design, construction or manufacture of Products which would adversely affect performance or create an unusual risk of injury to persons or property. Except as set forth on Schedule 5.17, none of the Products has been the subject of any replacement, field fix, retrofit, modification or recall campaign other than in the ordinary course of business. The Products have been designed and manufactured so as to meet and comply with all governmental standards and specifications currently in effect, and have received all governmental approvals necessary to allow their sale and use. As used herein, the term "Products" means any and all products currently or at any time previously manufactured, distributed or sold by Company, or by any predecessor of Company under any brand name or xxxx under which products are or have been manufactured over the last three (3) years, distributed or sold by Company, in or through the Business.

Product Warranty and Product Liability. Schedule 5.17 of the Disclosure Schedule contains a true, correct and complete copy of Company's ’s standard warranty or warranties for sales of Products (as defined below) and, except as stated therein, there are no warranties, commitments or obligations with respect to the return, repair or replacement of Products. Schedule 5.17 of the Disclosure Schedule contains a description of all product liability claims and similar claims, actions, litigation and other proceedings relating to Products which are presently pending or which to Company's ’s knowledge are threatened, or which have been asserted or commenced against Company within the last two (2) years, in which a party thereto either requests injunctive relief (whether temporary or permanent) or alleges damages in excess of $100,000.00 (whether or not covered by insurance). To the best of the Company's ’s knowledge, there are no defects in design, construction or manufacture of Products which would adversely affect performance or create an unusual risk of injury to persons or property. Except as set forth on Schedule 5.17, none of the Products has been the subject of any replacement, field fix, retrofit, modification or recall campaign other than in the ordinary course of business. The Products have been designed and manufactured so as to meet and comply with all governmental standards and specifications currently in effect, and have received all governmental approvals necessary to allow their sale and use. As used herein, the term "“Products" ” means any and all products currently or at any time previously manufactured, distributed or sold by Company, or by any predecessor of Company under any brand name or xxxx under which products are or have been manufactured over the last three (3) years, distributed or sold by Company, in or through the Business. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Product Warranty and Product Liability. Schedule 5.17 of the Disclosure Schedule 3.21 contains a true, correct and complete copy of the Company's standard warranty or warranties for sales of Products (as defined below) and, except as stated therein, there are no other warranties, commitments or obligations issued by the Company since January 1, 1990 with respect to the return, repair or replacement of Products. Schedule 5.17 3.21 sets forth the estimated aggregate annual cost to the Company of performing warranty obligations for customers for each of the Disclosure five (5) preceding fiscal years and the current fiscal year to the date of the Recent Balance Sheet. Schedule 3.21 contains a description of all product liability claims and similar claims, actions, actions litigation and other proceedings relating to Products manufactured or sold, or services rendered, which are presently pending or which or, to Company's knowledge are the Best Knowledge of the Shareholders, threatened, or which have been asserted or commenced against the Company within the last two five (25) years, in which a party thereto either requests injunctive relief (whether temporary or permanent) or alleges damages in excess of Ten Thousand Dollars ($100,000.00 10,000) (whether or not covered by insurance). To the best of the Company's knowledge, there are no defects in design, construction or manufacture of Products which would adversely affect performance or create an unusual risk of injury to persons or property. Except as set forth disclosed on Schedule 5.173.21, since January 1, 1990, none of the Products has been the subject of any replacement, field fix, retrofit, modification or recall campaign other than in the ordinary course of businesscampaign. The Products have been designed designed, manufactured and manufactured labelled so as to meet and comply with all mandatory governmental standards and specifications currently in effect, effect at the time of their manufacture and sale and have received all governmental approvals necessary to allow their sale and use. Except as disclosed on Schedule 3.21, all products currently manufactured, distributed or sold by the Company under any brand name or mark (the "Current Products") comply with all applicable standards of ASTM xxx the Consumer Products Safety Commission currently in effect. As used hereinin this Section 3.21, the term "Products" means any and all Current Products and all products currently or at any time previously manufactured, distributed or sold by the Company, or by any predecessor of the Company under any brand name or xxxx mark under which products are or have been manufactured over the last three (3) yearsmanufactured, distributed or sold by solx xx the Company, in or through the Business.

Product Warranty and Product Liability. Schedule 5.17 of the Disclosure Schedule contains a true, correct and complete copy of Company's ’s standard warranty or warranties for sales of Products (as defined below) and, except as stated therein, there are no warranties, commitments or obligations with respect to the return, repair or replacement of Products. Schedule 5.17 of the Disclosure Schedule contains a description of all product liability claims and similar claims, actions, litigation and other proceedings relating to Products which are presently pending or which to Company's ’s knowledge are threatened, or which have been asserted or commenced against Company within the last two (2) years, in which a party thereto either requests injunctive relief (whether temporary or permanent) or alleges damages in excess of $100,000.00 (whether or not covered by insurance). To the best of the Company's ’s knowledge, there are no defects in design, construction or manufacture of Products which would adversely affect performance or create an unusual risk of injury to persons or property. Except as set forth on Schedule 5.17, none of the Products has been the subject of any replacement, field fix, retrofit, modification or recall campaign other than in the ordinary course of business. The Products have been designed and manufactured so as to meet and comply with all governmental standards and specifications currently in effect, and have received all governmental approvals necessary to allow their sale and use. As used herein, the term "“Products" ” means any and all products currently or at any time previously manufactured, distributed or sold by Company, or by any predecessor of Company under any brand name or xxxx under which products are or have been manufactured over the last three (3) years, distributed or sold by Company, in or through the Business.

Product Warranty and Product Liability. (a) Schedule 5.17 of the Disclosure Schedule 4.15.(a)(i) contains a true, correct and complete copy of Company's standard warranty or warranties for sales of Products (products associated with Simex xxx being sold by the Company as defined below) andof the date hereof. The Company has made available to Buyer all of its product warranty claim data, except as stated thereinincluding history of service costs and other data related to returns, there are no warranties, commitments or obligations with respect to the return, repair or repairs and replacement of ProductsSimex xxxducts. Schedule 5.17 4.15.(a)(ii) contains a complete and accurate listing of all product warranty claims during the Disclosure past twelve (12) months for Simex xxxducts manufactured by the Company. (b) Schedule 4.15.(b)(i) contains a description of all product liability claims and similar claims, actions, litigation and other proceedings Litigation relating to Products Simex products which are presently pending or which to Company's knowledge are threatened, or which have been asserted or commenced against Company within the last two five (25) years, in which a party thereto either requests injunctive relief (whether temporary or permanent) or alleges damages in excess of $100,000.00 10,000 (whether or not covered by insurance). To Schedule 4.15.(b)(ii) contains a description of consumer claims under $10,000 within the best of last five (5) years. Products related to the Company's knowledge, there are no defects in design, construction or manufacture of Products which would adversely affect performance or create an unusual risk of injury to persons or property. Except as set forth on Schedule 5.17, none of the Products has been the subject of any replacement, field fix, retrofit, modification or recall campaign other than in the ordinary course of business. The Products Business have been designed and manufactured so as to meet and comply with all governmental standards and specifications currently in effect, and have received all governmental approvals necessary to allow their sale and use. As used hereinTo the best of Company's knowledge and except for those product features (or lack thereof) that have been alleged to constitute a defect in design or manufacture of Pump Products in those matters described on Schedules 4.15.(a)(ii), 4.15.(b)(i) and 4.15.(b)(ii) there are no defects in design or manufacture of Pump Products which would adversely affect performance or create an unusual risk of injury to persons or property. Since 1992, none of the term "Products" means Pump Products has been the subject of any and all products currently voluntary or at involuntary recall campaign involving an aggregate cost in excess of $500,000 or any time previously manufactured, distributed voluntary or sold by Companyinvoluntary recall campaign required by, or by performed in cooperation with, any predecessor of Company under any brand name or xxxx under which products are or have been manufactured over the last three (3) years, distributed or sold by Company, in or through the Businessgovernmental agency.

Product Warranty and Product Liability. The Company has no express standard warranty with respect to the sale of its Products (as defined below). Schedule 5.17 of the Disclosure Schedule 4.20 contains a true, correct and complete copy of Company's standard those warranty or warranties for sales of Products (as defined below) incorporated in the standard terms and conditions imposed by General Electric and Xxxxx & Whitney and, except as stated therein, there are no warranties, commitments or obligations with respect to the return, repair or replacement of ProductsProducts except those specified in the Uniform Commercial Code as enacted in the relevant jurisdictions and under such jurisdictions' Common Law. Schedule 5.17 4.20 sets forth the estimated aggregate annual cost to Company of performing warranty obligations for customers for each of the Disclosure three (3) preceding fiscal years and the current fiscal year to the date of the Recent Business Balance Sheet. Schedule 4.20 contains a description of all product liability claims and similar claims, actions, litigation and other proceedings Litigation relating to Products manufactured or sold, or services rendered, which are presently pending or which to Company's or any Shareholder's knowledge are threatened, or which have been asserted or commenced against Company within the last two three (23) years, in which a party thereto either requests injunctive relief (whether temporary or permanent) or alleges damages in excess of $100,000.00 (whether or not covered by insurance)damages. To the best of the Company's knowledge, knowledge there are no defects in design, construction or manufacture of Products which would adversely affect performance or create an unusual risk of injury to persons or property. Except as set forth on Schedule 5.17, none None of the Products has been the subject of any replacement, field fix, retrofit, modification or recall campaign other than requiring the Company to incur costs with respect thereto and, to Company's or any Shareholder's knowledge, no facts or conditions exist which could reasonably be expected to result in the ordinary course of businesssuch a recall campaign. The Products have been designed and manufactured so as to meet and comply with all governmental customer standards and specifications currently in effect, and have received all governmental approvals necessary to allow their sale and useat time of manufacture. As used hereinin this Section 4.20, the term "Products" means any and all products currently or at any time previously manufactured, distributed or sold by Company, or by any predecessor of Company under any brand name or xxxx under which products are or have been manufactured over prior to the last three (3) years, distributed or sold by Company, in or through the BusinessClosing Date.

Product Warranty and Product Liability. Schedule 5.17 of the Disclosure Schedule 3.20 contains a true, correct and complete copy of Company's the standard warranty or warranties of the Acquired Companies for sales of Products (as defined below) and, except as stated therein, there are no warranties, commitments or obligations with respect to the return, repair or replacement of Products. Schedule 5.17 3.20 sets forth the estimated aggregate annual cost to the Acquired Companies of performing warranty obligations for customers for each of the Disclosure two preceding fiscal years and the current fiscal year to the date of the Recent Balance Sheet. Schedule 3.20 contains a description of all product liability claims and similar claims, actions, litigation and other proceedings Litigation relating to Products products manufactured or sold, or services rendered, which are presently pending or which to Company's the best knowledge of any Acquired Company or Shareholder are threatened, or which have been asserted or commenced against any Acquired Company within the last two (2) five years, in which a party thereto either requests injunctive relief (whether temporary or permanent) or alleges damages in excess of $100,000.00 5,000 (whether or not covered by insurance). To the best of the Company's knowledge, there There are no defects in design, construction or manufacture of the Products which would adversely affect performance or performance, create an unusual risk of injury to persons or propertyproperty or require notification to end-users, recall or remedial action under applicable Laws. Except as set forth on Schedule 5.17, none None of the Products has been the subject of (i) any Medication and Device Experience Report ("MDR"); or (ii) any remedial action replacement, field fix, retrofit, modification or recall campaign other than by any Acquired Company and, to the best knowledge of any Acquired Company or Shareholder, no facts or conditions exist which could reasonably be expected to result in the ordinary course of businesssuch a MDR or recall campaign. The Products have been designed and manufactured so as to meet and comply with all governmental standards standards, specifications and specifications Laws currently in effect, and . Such products have received all governmental approvals from Governmental Entities or certificates necessary to allow their sale and use, including applicable stock certificates. As used hereinin this Section 3.20, the term "Products" means any and all products currently or at any time previously manufactured, distributed or sold by any Acquired Company, or by any predecessor of any Acquired Company under any brand name or xxxx under mark xxxer which products are or have been manufactured over the last three (3) yearsmanufactured, distributed or sold by any Acquired Company, in or through the Business.

Product Warranty and Product Liability. Schedule 5.17 of 3.22 to the Company Disclosure Schedule contains a true, correct and complete copy of Company's ’s standard warranty or warranties for sales of Products (as defined below) and, except as stated therein, there are no warranties, commitments or obligations with respect to the return, repair or replacement of Products. Schedule 5.17 3.22 to the Company Disclosure Schedule sets forth the estimated aggregate annual cost to Company of performing warranty obligations for customers for each of the three (3) preceding fiscal years and the current fiscal year to May 31, 2006. Schedule 3.22 to the Company Disclosure Schedule contains a description of all product liability claims and similar claims, actions, litigation and other proceedings claims relating to Products products manufactured or sold, or services rendered, which are presently pending or which to Company's ’s knowledge are threatened, or which have been asserted or commenced against Company within the last two three (23) fiscal years, in which a party thereto either requests injunctive relief (whether temporary or permanent) or alleges damages in excess of $100,000.00 (whether or not covered by insurance). To the best of the Company's knowledge, there There are no defects in design, construction or manufacture of Products which would adversely affect performance or create an unusual risk of injury to persons or property, and Schedule 3.22 to the Company Disclosure Schedule describes the only unresolved recurring defects which could reasonably be expected to adversely affect Product performance. Except as set forth on Schedule 5.173.22 to the Company Dxxxxxxxxx Xxxxxxxx, none xxxx of the Products has been the subject of any campaign by Company to replace, field fix, retrofit, modify or recall within the past five years (except with respect to any Product for which any such replacement, field fix, retrofit, modification or recall campaign other (a) involved or involves five or fewer units and (b) resulted in or is reasonably expected to result in costs to Company of less than $50,000), and, to Company’s knowledge, no facts or conditions exist which could reasonably be expected to result in the ordinary course of businesssuch a recall campaign. The Products have been designed and manufactured so as to meet and comply with all governmental standards and specifications currently in effect, and . Such products have received all governmental approvals necessary to allow their sale and use. As used hereinin this Section 3.22, the term "“Products" ” means any and all products or systems currently or at any time previously manufactured, distributed or sold by Company, or by any predecessor of Company under any brand name or xxxx mxxx under which products are or have been manufactured over the last three (3) yearsmanufactured, distributed or sold by Company, in or through the Business.

Product Warranty and Product Liability. Schedule 5.17 of the Disclosure Schedule 4.20 contains a true, correct and complete copy of Company's standard warranty or warranties for sales of Products (as defined below) and, except as stated therein, there are no warranties, commitments or obligations with respect to the return, repair or replacement of Products. Schedule 5.17 4.20 sets forth the estimated aggregate annual cost to Company of performing product return or warranty obligations for customers of the Disclosure Juice Division for each of the three preceding fiscal years and the current fiscal year to the date of the Recent Balance Sheet. Schedule 4.20 contains a description of all product liability claims and similar claims, actions, litigation and other proceedings Litigation relating to Products manufactured or sold, or services rendered, which are presently pending or which to Company's knowledge are threatened, or which have been asserted or commenced against Company within the last two (2) three years, in which a party thereto either requests injunctive relief (whether temporary or permanent) or alleges damages in excess of $100,000.00 20,000 (whether or not covered by insurance). To the best of the Company's knowledge, there There are no defects in design, construction or manufacture of Products which would adversely affect performance quality or create an unusual risk of injury to persons or property. Except as set forth on Schedule 5.174.20, none of the Products has been the subject of any replacement, field fix, retrofit, modification replacement or recall campaign other than and, to Company's knowledge, no facts or conditions exist which could reasonably be expected to result in such a recall campaign. Schedule 4.20 identifies each Form 483 issued by the ordinary course U.S. Food and Drug Administration to Company with respect to Products or the business or operations of businessthe Juice Division during the last three fiscal years and the current fiscal year and a description of the circumstances leading to the issuance of each. The Products have been designed and manufactured so as to meet and comply with all governmental standards and specifications currently in effect, and have received all governmental approvals necessary to allow their sale and use. As used hereinin this Section 4.20, the term "Products" means any and all products currently currently, or at any time previously within the past four years, produced, manufactured, distributed or sold by Companythe Juice Division, or by any predecessor of Company the Juice Division, under any brand name or xxxx under which products are or have been manufactured over the last three (3) yearsmanufactured, distributed or sold by Company, in or through the Business.

Product Warranty and Product Liability. Schedule 5.17 3.20 contains true, correct and complete copies of each of Company's and the Subsidiaries' standard product warranty or warranties (as hereinafter defined) in effect as of the Disclosure date of this Agreement. Schedule contains 3.20 sets forth a true, correct and complete copy list of Company's standard warranty or warranties customer complaints for sales each of Products the four (as defined below4) and, except as stated therein, there are no warranties, commitments or obligations with respect to the return, repair or replacement of Productspreceding fiscal years. Schedule 5.17 of the Disclosure Schedule 3.20 contains a description of all product liability claims and similar claims, actions, litigation and other proceedings Litigation relating to Products products manufactured or sold, or services rendered, which are presently pending or which which, to CompanyVENA's knowledge knowledge, are threatened, or which have been asserted or commenced against Company within the last two (2) years, in which a party thereto either requests injunctive relief (whether temporary or permanent) or alleges damages in excess of $100,000.00 threatened (whether or not covered by insurance). To the best of the Company's knowledge, there There are no defects in design, construction or manufacture of Products manufactured since January 1, 2000 which would materially adversely affect performance or create an unusual risk of injury to persons or property. Except as set forth on Schedule 5.17, none None of the Products manufactured since January 1, 2000 has been the subject of any replacement, field fix, retrofit, modification or recall campaign other than by Company or any of the Subsidiaries and, to VENA's knowledge, no facts or conditions exist which could reasonably be expected to result in the ordinary course of businesssuch a recall campaign. The Products have been designed and manufactured so as to meet and comply with all publicly available governmental standards and specifications currently in effecteffect when they were designed or manufactured. The Products manufactured since January 1, and 2000 have received all governmental approvals necessary to allow their sale and use. None of the Products manufactured, installed, fabricated, sold, supplied, produced, distributed, released, marketed or disposed of within Mexico, in each case prior to the Closing Date, by Company or any of the Subsidiaries contains or has contained or includes or has included asbestos in any manner or respect; provided, however, that VENA makes no representation or warranty with respect to (i) any claims alleging exposure to Products that contain or include, or have contained or included, asbestos that are brought in any jurisdiction other than Mexico and (ii) the subsequent manufacture, installation, fabrication, sale, supply, production, distribution, release, marketing, disposal or other use of the Products, or any exposure in connection therewith, outside of Mexico by any third parties. As used hereinin this Section 3.20, the term "Products" means any and all products currently or at any time previously manufactured, distributed or sold by Company, or by any predecessor of Company under any brand name or xxxx under which products are or have been manufactured over the last three (3) years, distributed or sold by Company, in or through the Business.