Common use of Product Warranty and Product Liability Clause in Contracts

Product Warranty and Product Liability. (a) No Group Company or, with respect to the Automotive Thermal Products Business, Seller Parent or any of its Affiliates, has any Liability for replacement or repair for products sold, rented, leased, provided, or delivered by a Group Company or Seller Parent or its Affiliates, with respect to the Automotive Thermal Products Business, to customers, except (i) pursuant to the ordinary course standard written warranty policies of the Group Companies or Seller Parent or its Affiliates or (ii) that would not be expected to result in a material Liability to, or with respect to, the Automotive Thermal Products Business. (b) There are no, and since January 1, 2018, there have been no material product liability claims or, to the knowledge of Seller, threatened material product liability claims against the Group Companies or, with respect to the Automotive Thermal Products Business, Seller Parent or any of its Affiliates, whether covered by insurance or not and whether litigation has resulted or not. (c) There are no, and since January 1, 2018, there have been no product recall campaigns with respect to products sold by the Group Companies or, with respect to the Automotive Thermal Products Business, Seller Parent or any of its Affiliates, or for which the Group Companies or, with respect to the Automotive Thermal Products Business, Seller Parent or any of its Affiliates, otherwise have liability in process or that have been mandated or recommended by any Governmental Authority, and, to the knowledge of Seller, no Governmental Authority is contemplating requiring or recommending such a campaign. (d) Except to the extent reflected as a reserve on the Financial Statements, no circumstances exist which are reasonably likely to result in any material product liability or product warranty Liability for the Group Companies or the Automotive Thermal Products Business. (e) Neither a Group Company nor the Automotive Thermal Products Business has ever (i) manufactured, assembled, sold or otherwise distributed any products containing asbestos or asbestos containing materials or (ii) acquired any assets or businesses (by stock acquisition, merger, consolidation or otherwise) which related to or were involved in the manufacture, assembly, sale or distribution of any products containing asbestos or asbestos containing materials.

Product Warranty and Product Liability. (a) No Schedule 3.20(a) sets forth a true, correct and complete list of (i) each warranty, product liability or guaranty Claim made against any Group Company orthat has, or would reasonably be expected to involve, a cost to such Group Company in excess of $100,000 individually or $250,000 in the aggregate, and (ii) each recall required to be taken, in each case of clauses (i) and (ii), with respect to the Automotive Thermal Products Business, Seller Parent any good or product sold by or any service provided by, or on behalf of, any Group Company at any time since the Lookback Date. All warranty, product liability and guaranty Claims listed on Schedule 3.20(a) have been resolved and no Group Company has any further Liability with respect thereto. No warranty, product liability or guaranty Claim or series of its AffiliatesClaims with respect to goods or products sold, or services provided by, any Group Company has resulted in a cost or Liability to any Group Company in excess of $100,000 individually or $250,000 in the aggregate in any twelve (12)-month period since the Lookback Date. Since the Lookback Date, all goods and products manufactured, sold or distributed by, or on behalf of, any Group Company have conformed, in all material respects, with all applicable Law and all applicable Contract commitments. No Group Company has any Liability for replacement replacement, reservicing or repair for products sold, rented, leased, providedrepair, or delivered any other warranty, product liability or guaranty Claim, in connection with any good or product sold by a or any service provided by, or on behalf of, any Group Company or Seller Parent or its Affiliatesin excess of reserves established therefor on the Latest Balance Sheet. Except as set forth on Schedule 3.21(a), with respect to the Automotive Thermal Products Business, to customers, except (i) pursuant to the ordinary course standard written warranty policies of the Group Companies have not sold any products or Seller Parent or its Affiliates or delivered any services that included a warranty for a period of longer than twelve (ii12) that would not be expected to result in a material Liability to, or with respect to, the Automotive Thermal Products Businessmonths. (b) There are noExcept as set forth on Schedule 3.20(b), and since January 1the Lookback Date, 2018, there have been no material product liability claims Group Company has received written notice (or, to the knowledge of Sellerthe Group Companies, threatened material product liability claims against oral notice) of any recalls ordered by any Governmental Entity or any vendor or supplier of the Group Companies or, with respect to any goods, products, inventory or services offered, sold or provided to or by any Group Company. Since the Automotive Thermal Products Business, Seller Parent or any of its Affiliates, whether covered by insurance or not and whether litigation has resulted or not. (c) There are no, and since January 1, 2018Lookback Date, there have has not been any Order or Claim (and no product recall campaigns with respect Group Company has received written notice, or, to products sold by the knowledge of the Group Companies orCompanies, with respect to the Automotive Thermal Products Businessoral notice, Seller Parent or any of its Affiliates, or for which the Group Companies or, with respect to the Automotive Thermal Products Business, Seller Parent or any of its Affiliates, otherwise have liability in process or that have been mandated or recommended thereof) by any Governmental AuthorityEntity or any customer, vendor or supplier of the Group Companies, declaring or alleging any of the goods, products or inventory sold or distributed or services provided by any Group Company to be defective or unsafe nor, to the knowledge of the Group Companies, does there exist any circumstances, state of facts, or other basis for any such Claim or Order. Except as set forth in Schedule 3.20(b), no Group Company has any Liability arising out of any death or injury to individuals, or loss of or damage to property, as a result of the ownership, possession or use of any product manufactured, sold, used, repaired, leased, installed, distributed or delivered by or on behalf of any Group Company, or the performance of any service by or on behalf of any Group Company and, to the knowledge of Seller, no Governmental Authority is contemplating requiring or recommending such a campaign. (d) Except to the extent reflected as a reserve on the Financial Statements, no circumstances exist which are reasonably likely to result in any material product liability or product warranty Liability for the Group Companies Companies, there exists no circumstances, state of facts, or the Automotive Thermal Products Businessother basis for any such Liability. (e) Neither a Group Company nor the Automotive Thermal Products Business has ever (i) manufactured, assembled, sold or otherwise distributed any products containing asbestos or asbestos containing materials or (ii) acquired any assets or businesses (by stock acquisition, merger, consolidation or otherwise) which related to or were involved in the manufacture, assembly, sale or distribution of any products containing asbestos or asbestos containing materials.

Product Warranty and Product Liability. (a) No Group During the Look-Back Period, the Company or, has not manufactured or designed (other than with respect to the Automotive Thermal Products Businesspackaging or branding) any goods, Seller Parent products or any of its Affiliates, has any Liability for replacement Inventory that it sells or repair for products sold, rented, leased, provided, or delivered by a Group Company or Seller Parent or its Affiliates, with respect to the Automotive Thermal Products Business, to customers, except (i) pursuant to the ordinary course standard written warranty policies of the Group Companies or Seller Parent or its Affiliates or (ii) that would not be expected to result in a material Liability to, or with respect to, the Automotive Thermal Products Businessdistributes. (b) There are noSections 2.21(b)(i) and (ii) of the Company Disclosure Schedule set forth a true, complete and correct list of (i) each Action related to the Company warranty, product liability or guaranty that has, or would reasonably be expected to involve, a cost to the Company in excess of $1,000,000 individually or $5,000,000 in the aggregate, and since January 1(ii) each recall required to be taken by the Company, 2018, there have been no material product liability claims or, to the knowledge in each case of Seller, threatened material product liability claims against the Group Companies orclauses (i) and (ii), with respect to the Automotive Thermal Products Businessany goods, Seller Parent products or Inventory sold or distributed by or any service provided by the Company at any time during the Look-Back Period. All Actions and recalls related to the Company warranty, product liability or guaranty listed on Sections 2.21(b)(i) or (ii) of its Affiliatesthe Company Disclosure Schedule have been resolved and the Company does not have any further material liability with respect thereto. Except as listed on Section 2.21(b)(iii) of the Company Disclosure Schedule, whether covered no Action or series of Actions related to the Company warranty, product liability or guaranty with respect to goods, products or Inventory sold or distributed by, or services provided by insurance or not and whether litigation the Company has resulted in a cost or notliability to the Company in excess of $1,000,000 individually or $5,000,000 in the aggregate in any calendar year during the Look-Back Period. (c) There are noDuring the Look-Back Period, and since January 1, 2018, there have been no product recall campaigns the Company has not received any written notice of any recalls ordered by any Governmental Body or any other Person with respect to any goods, products or Inventory sold or distributed by, or services provided by the Group Companies orCompany or the Business. Except as listed on Section 2.21(c) of the Company Disclosure Schedule, with respect to during the Automotive Thermal Products BusinessLook-Back Period, Seller Parent there has not been any written Order or Action declaring or alleging any of its Affiliatesthe goods, products or Inventory sold or distributed by, or for which services provided by the Group Companies or, with respect Company to be materially defective or unsafe. To the Automotive Thermal Products Business, Seller Parent or any Knowledge of its Affiliates, otherwise have liability in process or that have been mandated or recommended by any Governmental Authority, and, to the knowledge of SellerParent, no Governmental Authority is contemplating requiring goods, products or recommending such a campaignInventory sold, made or distributed by the Company contains, or during the Look-Back Period, contained, asbestos. (d) Except to the extent reflected as a reserve on the Financial Statements, no circumstances exist which are reasonably likely to result in any material product liability or product warranty Liability for the Group Companies or the Automotive Thermal Products Business. (e) Neither a Group Company nor the Automotive Thermal Products Business has ever (i) manufactured, assembled, sold or otherwise distributed any products containing asbestos or asbestos containing materials or (ii) acquired any assets or businesses (by stock acquisition, merger, consolidation or otherwise) which related to or were involved in the manufacture, assembly, sale or distribution of any products containing asbestos or asbestos containing materials.

Product Warranty and Product Liability. (a) No Group (i) Each product sold or delivered and each service rendered by the Company or, and its Subsidiaries with respect to their business has been in conformity in all material respects with all applicable contractual commitments and all express and implied warranties, the Automotive Thermal Products Business, Seller Parent Company and its Subsidiaries do not have any material liabilities or any of its Affiliates, has any Liability obligations for replacement or repair thereof or other material damages in connection therewith, subject only to any reserve for products sold, rented, leased, provided, product and service warranty claims accrued on the Most Recent Balance Sheet or other such Liabilities in the ordinary course of business since the date of the Most Recent Balance Sheet; and (ii) no product sold or delivered or service rendered by a Group the Company or Seller Parent or and its Affiliates, Subsidiaries with respect to their business, in each case in the Automotive Thermal Products Businesspast three (3) years, is subject to customersany guaranty, except (iwarranty or other indemnity beyond the applicable standard warranty terms and conditions as set forth in Section 3.13(a)(xiv) pursuant in the Disclosure Schedule and for which the Company and its Subsidiaries are reasonably likely to incur costs that exceed $100,000 which are not covered by insurance or for which the ordinary course standard written warranty policies of the Group Companies or Seller Parent or Company and its Affiliates or (ii) that would Subsidiaries do not be expected to result in have a material Liability back-to, or with respect to, the Automotive Thermal Products Business-back indemnity. (b) There are nono existing material liabilities, and since January 1, 2018, there have been no material product liability claims or obligations arising from or, to the knowledge of SellerCompany’s Knowledge, threatened material product liability claims against the Group Companies oralleged to arise from, with respect any actual or alleged injury to the Automotive Thermal Products BusinessPersons, Seller Parent damage to property or any of its Affiliates, whether covered by insurance or not and whether litigation has resulted or not. (c) There are no, and since January 1, 2018, there have been no product recall campaigns with respect to products sold by the Group Companies or, with respect to the Automotive Thermal Products Business, Seller Parent or any of its Affiliates, or for which the Group Companies or, with respect to the Automotive Thermal Products Business, Seller Parent or any of its Affiliates, otherwise have liability in process or that have been mandated or recommended by any Governmental Authority, and, to the knowledge of Seller, no Governmental Authority is contemplating requiring or recommending such a campaign. (d) Except to the extent reflected other loss as a reserve on result of the Financial Statementsownership, no circumstances exist which are reasonably likely to result in possession or use of any material product liability or product warranty Liability for the Group Companies or the Automotive Thermal Products Business. (e) Neither a Group Company nor the Automotive Thermal Products Business has ever (i) manufactured, assembled, sold sold, distributed, leased or otherwise distributed any products containing asbestos or asbestos containing materials or (ii) acquired any assets or businesses (delivered by stock acquisition, merger, consolidation or otherwise) which related to or were involved the Company and its Subsidiaries in the manufacturelast three (3) years, assemblyand the Company and its Subsidiaries have complied in all material respects with all applicable contractual, sale express and implied warranties. There is no, nor has there been in the last three (3) years any, material Action by any Governmental Authority or distribution any other Person (including any distributor or wholesaler) pending, or, to the Knowledge of the Company, threatened against the Company and its Subsidiaries for the recall (including any products containing asbestos voluntary recalls), suspension, seizure or asbestos containing materialsmarket withdraw of or other similar corrective action with respect to any of the Company’s and its Subsidiaries’ products.

Product Warranty and Product Liability. (a) No Group During the Look-Back Period, no Issuer Company or, has manufactured or designed (other than with respect to the Automotive Thermal Products Businesspackaging or branding) any goods, Seller Parent products or any of its Affiliates, has any Liability for replacement Inventory that it sells or repair for products sold, rented, leased, provided, or delivered by a Group Company or Seller Parent or its Affiliates, with respect to the Automotive Thermal Products Business, to customers, except (i) pursuant to the ordinary course standard written warranty policies of the Group Companies or Seller Parent or its Affiliates or (ii) that would not be expected to result in a material Liability to, or with respect to, the Automotive Thermal Products Businessdistributes. (b) There are noSections 4.21(b)(i) and (ii) of the Issuer Disclosure Schedule set forth a true, complete and correct list of (i) each Action related to any Issuer Company warranty, product liability or guaranty that has, or would reasonably be expected to involve, a cost to any Issuer Company in excess of $1,000,000 individually or $5,000,000 in the aggregate, and since January 1(ii) each recall required to be taken by the applicable Issuer Company, 2018, there have been no material product liability claims or, to the knowledge in each case of Seller, threatened material product liability claims against the Group Companies orclauses (i) and (ii), with respect to the Automotive Thermal Products Businessany goods, Seller Parent products or Inventory sold or distributed by or any service provided by, any Issuer Company at any time during the Look-Back Period. All Actions and recalls related to any Issuer Company warranty, product liability or guaranty listed on Sections 4.21(b)(i) or (ii) of its Affiliatesthe Issuer Disclosure Schedule have been resolved and no Issuer Company has any further material liability with respect thereto. Except as listed on Section 4.21(b)(iii) of the Issuer Disclosure Schedule, whether covered by insurance no Action or not and whether litigation series of Actions related to any Issuer Company warranty, product liability or guaranty with respect to goods, products or Inventory sold or distributed by, or services provided by, any Issuer Company has resulted in a cost or notliability to any Issuer Company in excess of $1,000,000 individually or $5,000,000 in the aggregate in any calendar year during the Look-Back Period. (c) There are noDuring the Look-Back Period, and since January 1, 2018, there have been no product recall campaigns Issuer Company has received any written notice of any recalls ordered by any Governmental Body or any other Person with respect to any goods, products or Inventory sold or distributed by, or services provided by, an Issuer Company or the business of any Issuer Company. Except as listed on Section 4.21(c) of the Issuer Disclosure Schedule, during the Look-Back Period, there has not been any written Order or Action declaring or alleging any of the goods, products or Inventory sold or distributed by, or services provided by, any Issuer Company to be materially defective or unsafe. To the Knowledge of Issuer, no goods, products or Inventory sold, made or distributed by the Group Companies any Issuer Company contains, or, with respect to during the Automotive Thermal Products BusinessLook-Back Period, Seller Parent or any of its Affiliatescontained, or for which the Group Companies or, with respect to the Automotive Thermal Products Business, Seller Parent or any of its Affiliates, otherwise have liability in process or that have been mandated or recommended by any Governmental Authority, and, to the knowledge of Seller, no Governmental Authority is contemplating requiring or recommending such a campaignasbestos. (d) Except to the extent reflected as a reserve on the Financial Statements, no circumstances exist which are reasonably likely to result in any material product liability or product warranty Liability for the Group Companies or the Automotive Thermal Products Business. (e) Neither a Group Company nor the Automotive Thermal Products Business has ever (i) manufactured, assembled, sold or otherwise distributed any products containing asbestos or asbestos containing materials or (ii) acquired any assets or businesses (by stock acquisition, merger, consolidation or otherwise) which related to or were involved in the manufacture, assembly, sale or distribution of any products containing asbestos or asbestos containing materials.

Product Warranty and Product Liability. (a) No Group Since the beginning of the Look-Back Period, the Company or, has not manufactured or designed (other than with respect to the Automotive Thermal Products Businesspackaging or branding) any goods, Seller Parent products or any of its Affiliates, has any Liability for replacement Inventory that it sells or repair for products sold, rented, leased, provided, or delivered by a Group Company or Seller Parent or its Affiliates, with respect to the Automotive Thermal Products Business, to customers, except (i) pursuant to the ordinary course standard written warranty policies of the Group Companies or Seller Parent or its Affiliates or (ii) that would not be expected to result in a material Liability to, or with respect to, the Automotive Thermal Products Businessdistributes. (b) There are noThe attached “Product Warranty and Product Liability Schedule” sets forth a true, complete and correct list of (i) each Action related to any Company warranty, product liability or guaranty that has, or would reasonably be expected to involve, a cost to the Company in excess of $25,000 individually or $100,000 in the aggregate, and since January 1(ii) each recall required to be taken, 2018, there have been no material product liability claims or, to the knowledge in each case of Seller, threatened material product liability claims against the Group Companies orclauses (i) and (ii), with respect to the Automotive Thermal Products Businessany goods, Seller Parent products or Inventory sold or distributed by or any service provided by, the Company at any time since the beginning of its Affiliatesthe Look-Back Period. All Actions related to any Company warranty, whether covered by insurance product liability or guaranty listed on the “Product Warranty and Product Liability Schedule” have been resolved and the Company does not have any further liability with respect thereto. Except as listed on the “Product Warranty and whether litigation Product Liability Schedule,” no Action or series of Actions related to any Company warranty, product liability or guaranty with respect to goods, products or Inventory sold or distributed by, or services provided by, the Company has resulted in a cost or notliability to the Company in excess of $25,000 individually or $100,000 in the aggregate in any calendar year since the beginning of the Look-Back Period. (c) There are noSince the beginning of the Look-Back Period, and since January 1the Company has not received any written notice (or, 2018to the Company’s Knowledge, there have been no product recall campaigns verbal notice) of any recalls ordered by any Governmental Authority or any other Person with respect to any goods, products or Inventory sold by the Group Companies or, with respect to the Automotive Thermal Products Business, Seller Parent or any of its Affiliatesdistributed by, or for which services provided by, the Group Companies Company. Except as listed on the “Product Warranty and Product Liability Schedule,” since the beginning of the Look-Back Period, there has not been any Order or Action (and the Company has not received written notice, or, with respect to the Automotive Thermal Products Business, Seller Parent or any of its Affiliates, otherwise have liability in process or that have been mandated or recommended by any Governmental Authority, and, to the knowledge Company’s Knowledge, verbal notice, thereof) declaring or alleging any of Sellerthe goods, no Governmental Authority is contemplating requiring products or recommending such a campaign. (d) Except Inventory sold or distributed by, or services provided by, the Company to be defective or unsafe. No goods, products or Inventory sold, made, distributed, or, to the extent reflected as a reserve on Company’s Knowledge, transported or handled, by the Financial StatementsCompany, no circumstances exist which are reasonably likely to result in or any material product liability predecessors thereof, at any time, contains, or product warranty Liability for the Group Companies or the Automotive Thermal Products Business. (e) Neither a Group Company nor the Automotive Thermal Products Business has ever (i) manufacturedcontained, assembled, sold or otherwise distributed any products containing asbestos or asbestos containing materials or (ii) acquired any assets or businesses (by stock acquisition, merger, consolidation or otherwise) which related to or were involved in the manufacture, assembly, sale or distribution of any products containing asbestos or asbestos containing materialsasbestos.