Product Warranty; Product Liability. (a) Since December 31, 2009, neither the Company nor any Company Subsidiary has received any written claim with respect to the respective businesses of the Company and the Company Subsidiaries that remains pending from any customer alleging that any of the products manufactured, sold, leased or delivered by the Company or the Company Subsidiaries has not conformed in all material respects with applicable contractual commitments or express and implied warranties or has requested repair or replacement thereof, in each case, that could reasonably be expected to result in a liability of the Company or any Company Subsidiary in excess of the reserve for such items in the Company Financial Statements. Section 5.20(a) of the Company Disclosure Schedule sets forth the standard warranty terms of the standard form customer Contract used, as of the date hereof, by the Company and the Company Subsidiaries and any material sales undertakings by the Company and the Company Subsidiaries entered into since December 31, 2009 with terms materially less favorable to the Company or any Company Subsidiary for which the Company or any Company Subsidiary could reasonably have continuing material liability in excess of the reserves for such matters set forth in the Company Financial Statements as of the date hereof.
(b) To the Knowledge of the Company, neither the Company nor any Company Subsidiary has any notice of, or liability arising out of, any injury to individuals or property as a result of the ownership, possession or use of any product manufactured, sold, leased or delivered by the businesses of the Company or any Company Subsidiary or any material liability for any recall of any such product.
(c) Since December 31, 2009, neither the Company nor any Company Subsidiary has had any obligation to recall or reclaim any of the products manufactured, sold, leased or delivered by the Company or the Company Subsidiaries as a result of any defect or other malfunction related to such products, other than returns in the ordinary course of business.
Product Warranty; Product Liability. (a) Except as set forth on Company Disclosure Schedule 4.23, the products produced, sold or delivered by the Company in conducting the Business have been in all material respects in conformity with all product specifications and all applicable Laws. To the Company’s Knowledge, the Company has no material Liability for damages in connection therewith or any other customer or product obligations not reserved against on the Balance Sheet.
(b) The Company has no material Liability arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product produced, delivered or sold, or services rendered, by or on behalf of the Company. The Company has not committed any act or failed to commit any act which would result in, and there has been no occurrence which would 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 the Company with respect to products produced or delivered, sold or installed or services rendered by or on behalf of the Company.
Product Warranty; Product Liability. Each product being manufactured by the Company and its Subsidiaries is being manufactured in conformity with all product specifications. Neither the Company nor any Subsidiary has any liability for damages caused by use of any such products or other damages in connection therewith or any other customer or product obligations.
Product Warranty; Product Liability. (a) Except as set forth on Schedule 4.26(a), the products manufactured, sold or delivered by any of the Sellers in conducting the Business conform, and have conformed in the past five (5) years, with all product specifications, all express and implied warranties as set forth in the Contracts and all applicable Laws. Except as set forth on Schedule 4.26(a), none of the Sellers has any Liability for replacement or repair of any such products or other Damages in connection therewith other than in the Ordinary Course or any other customer or product obligations. The Sellers have delivered to the Purchaser true and correct copies of each of the warranty policies of each of the Sellers.
(b) Except as set forth on Schedule 4.26(b), none of the Sellers has 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 the Sellers. None of the Sellers has committed any act or failed to commit any act which has had, or is reasonably likely to result in, and there has been no occurrence which has had, or is reasonably likely to give rise to or form the Basis of, any product liability or Liability for breach of warranty (whether covered by insurance or not) on the part of the Sellers with respect to products designed, manufactured, assembled, repaired, maintained, delivered, sold or installed, or services rendered, by or on behalf of the Sellers.
Product Warranty; Product Liability. (a) Except as set forth on Schedule 5.22, each product manufactured, sold or delivered by Seller or any of the Subsidiaries under any Purchased Contract has been in conformity with all product specifications and all express and implied warranties. Neither Seller nor any of the Subsidiaries has any 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 on the Balance Sheet. Seller has provided Purchaser with true and complete copies of all warranties, warranty policies, service and maintenance agreements related to the Purchased Assets and Assumed Liabilities and Contracts for Subcontracting. All such warranties are in conformity with the requirements of applicable Laws. Schedule 5.22 sets forth a true and accurate list of all warranty claims in respect of the Business or the Purchased Assets since January 1, 2002 requiring from Seller or any Subsidiary either disconnection of a product, replacement of a product or payment of damages or penalties (whether liquidated or not).
(b) Neither Seller nor any of the Subsidiaries has in conducting the Business committed any act or failed to commit any act, which resulted in, and there has been no occurrence which gives rise to or form the basis of, any product Liability or Liability for breach of warranty (whether covered by insurance or not) on the part of Seller or any of the Subsidiaries with respect to products included in the Business and that were designed, manufactured, assembled, repaired, maintained, delivered or installed or services rendered prior to the Closing.
Product Warranty; Product Liability. (a) Except as set forth on Schedule 3.23 of the Disclosure Schedule, each product manufactured, sold or delivered by or on behalf of the Business to which an unexpired warranty for which the Company or the Business is liable has been in conformity in all material respects with all product specifications and all express and implied warranties. Neither Seller nor the 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 on the Balance Sheet. Neither Seller nor the Company has sold any products or delivered any services that included a warranty for a period of longer than three years.
(b) Neither Seller nor the Company has committed any act or failed to commit any act which, in any case, would result in any material product liability or material liability for breach of warranty (whether covered by insurance or not) on the part of Seller or the Company with respect to the Business in excess of the applicable reserves set forth in the Balance Sheet with respect to products designed, manufactured, assembled, repaired, maintained, delivered or installed or services rendered prior to the Closing.
Product Warranty; Product Liability. Except as otherwise set forth in Section 3.2(w) of the Disclosure Schedule: (i) there exists no (A) latent defect in the design or manufacture of any of the products of the Business, or (B) pending or, to the Knowledge of LPT, threatened action, suit, inquiry, proceeding or investigation by or before any Governmental Authority relating to any product alleged to have been manufactured, distributed or sold by the Business to others, and alleged to have been defective or improperly designed or manufactured or in breach of any express or implied product warranty; (ii) there exists no pending or, to the Knowledge of LPT, threatened product liability claims, except to the extent reserved for on the face of the Latest Balance Sheet; (iii) to the Knowledge of LPT, there is no reasonable Basis for any such suit, inquiry, action, proceeding, investigation or claim; and (iv) in the three (3) year period prior to the Closing Date, there have been no recalls relating to products manufactured or sold by LPT, and there are no pending, or, to LPT’s Knowledge, threatened recalls relating to products manufactured, distributed or sold by LPT. LPT has provided to the Buyer copies of all material terms and conditions of all express product warranties for products sold by LPT prior to the Closing which are binding upon LPT immediately following the Closing. The expense incurred by LPT to satisfy product warranty claims did not exceed $20,000 in the aggregate in either of the 2015 or 2014 fiscal years.
Product Warranty; Product Liability. (a) Except as set forth on Schedule 3.25, each product manufactured, sold or delivered by the Company in conducting its business has been in conformity with all product specifications, all express and implied warranties and, in all material respects, all applicable Legal Requirements. The Company does not have any material Liability for replacement or repair of any such products or other damages in connection therewith or any other customer or product obligations that are not reserved against on the Interim Balance Sheet.
(b) The Company does not have 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 the Company. The Company has not committed or failed to commit any act that would result in, and to the Knowledge of the Company, there has been no occurrence that would give rise to or form the basis for, any material product Liability or Liability for breach of warranty (whether covered by insurance or not) on the part of the Company with respect to products designed, manufactured, assembled, repaired, maintained, delivered, sold or installed, or services rendered, by or on behalf of the Company. The Company has not initiated any product recalls, whether voluntary or mandated by any Legal Requirement.
Product Warranty; Product Liability. (a) Except as set forth in Section 4.26(a) of the Company Disclosure Letter, the products produced, sold or delivered by the Company or any Subsidiary in conducting its business have been in conformity with all product specifications required by the applicable Contract and all applicable Laws. To the Knowledge of the Company, neither the Company nor any Subsidiary has any material Liability for damages in connection therewith or any other customer or product obligations.
(b) Except as set forth in Section 4.26(b) of the Company Disclosure Letter, to the Knowledge of the Company, neither the Company nor any Subsidiary has any Liability arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product produced, delivered or sold, or services rendered, by or on behalf of the Company or any Subsidiary. To the Knowledge of the Company, neither the Company nor any Subsidiary has committed any act or failed to commit any act which would result in, and there has been no occurrence which would 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 the Company or any Subsidiary with respect to products produced or delivered, sold or installed or services rendered by or on behalf of the Company or any Subsidiary.
Product Warranty; Product Liability. (a) Except as reserved for in the most recent financial statements included in the Company SEC Reports, the Company and its Subsidiaries do not have any material liability to any customer for any product manufactured, sold or delivered or service provided by the Company or any of its Subsidiaries prior to the date hereof. Each product manufactured, sold, leased or delivered by the Company and its Subsidiaries, except as reserved for in the most recent financial statements included in the Company SEC Reports, has been in material conformity with all applicable contractual specifications and all express warranties made by the Company and its Subsidiaries.
(b) The Company and its Subsidiaries do not have any material liability arising out of, and no material written claims are pending with respect to the actual or alleged use of the Company’s products relating to, 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 provided, by or on behalf of the Company or any of its Subsidiaries.
