Common use of Product Warranty; Product Liability Clause in Contracts

Product Warranty; Product Liability. None of the Sellers has any liability for replacement or repair of any product manufactured, sold or delivered by a Seller or the Business or other damages in connection therewith or any other customer or product obligations not reserved against on the Balance Sheet. None of the Sellers has in the conduct or operation of the Business or any of the Purchased Assets sold any products or delivered any services that included a warranty for a period of longer than one (1) year. None of the Sellers 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 the Business. None of the Sellers 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 product liability or liability for breach of warranty (whether covered by insurance or not) on the part of Purchaser with respect to products designed, manufactured, assembled, repaired, maintained, delivered, sold or installed or services rendered by or on behalf of a Seller or the Business.

Product Warranty; Product Liability. None of the Sellers has any liability for replacement or repair of any (a) Except as set forth on Schedule 3.22, each product manufactured, sold or delivered by a Seller either of the TTX Entities or services rendered by either of the Business TTX Entities, in conducting its respective business has been in conformity with all product and/or service specifications, all express and implied warranties and all applicable Laws. Neither of the TTX Entities has any Liability for redoing services or replacement or repair of any such products or other damages in connection therewith or any other customer customer, product or product service obligations not reserved against on the applicable Balance Sheet. None Except as set forth on Schedule 3.22, neither of the Sellers TTX Entities has in the conduct or operation of the Business or any of the Purchased Assets sold any products or delivered any services that included a warranty for a period of longer than one year. (1b) year. None Neither of the Sellers TTX Entities has any material liability 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 Business. None either of the Sellers TTX Entities. Neither of the TTX Entities has committed any act or failed to commit any act act, which would result in, and there has been no occurrence which would give rise to or form the basis of, any product liability Liability or liability Liability for breach of warranty (whether covered by insurance or not) on the part of Purchaser the TTX Entities with respect to products designed, manufactured, assembled, repaired, maintained, delivered, sold or installed or services rendered by or on behalf of a Seller or either of the BusinessTTX Entities.

Product Warranty; Product Liability. None (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 Liability for replacement or repair of any product manufactured, sold or delivered by a Seller or the Business such products or other damages Damages in connection therewith other than in the Ordinary Course or any other customer or product obligations not reserved against 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 the Balance Sheet. None Schedule 4.26(b), none of the Sellers has in the conduct or operation of the Business or any of the Purchased Assets sold any products or delivered any services that included a warranty for a period of longer than one (1) year. None of the Sellers has any material liability Liability arising out of any injury to individuals or property as a result of the ownership, possession, possession or use of any product designed, manufactured, assembled, repaired, maintained, delivered, sold or installed, or services rendered, by or on behalf of the BusinessSellers. None of the Sellers has committed any act or failed to commit any act which would has had, or is reasonably likely to result in, and there has been no occurrence which would has had, or is reasonably likely to give rise to or form the basis Basis of, any product liability or liability Liability for breach of warranty (whether covered by insurance or not) on the part of Purchaser the Sellers with respect to products designed, manufactured, assembled, repaired, maintained, delivered, sold or installed installed, or services rendered rendered, by or on behalf of a Seller or the BusinessSellers.

Product Warranty; Product Liability. (a) Except as set forth on Schedule 5.23, each product manufactured, sold or delivered by the Company or any of the other Group Companies in conducting the Business has been in conformity in all material respects with all product specifications and all express and implied warranties and, to the Knowledge of Seller, all applicable Laws. None of the Sellers Group Companies has any liability for replacement or repair of any product manufactured, sold or delivered by a Seller or the Business such products or other damages in connection therewith or any other customer or product obligations not reserved against on the Balance Sheet. None of the Sellers Group Companies has in the conduct or operation of the Business or any of the Purchased Assets sold any products or delivered any services that included a warranty for a period of longer than one (1) year. . (b) None of the Sellers Group Companies 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 the BusinessCompany or any of the Subsidiaries. None of the Sellers Group Companies 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 product liability or liability for breach of warranty (whether covered by insurance or not) on the part of Purchaser the Company or any of the Subsidiaries with respect to products designed, manufactured, assembled, repaired, maintained, delivered, sold or installed or services rendered by or on behalf of a Seller the Company or any of the BusinessSubsidiaries.

Product Warranty; Product Liability. None (a) Except as disclosed in Part 3.22(a) of the Sellers Company Disclosure Letter, each product manufactured, sold or delivered by the Company or any of the Subsidiaries in conducting its business has any been in conformity in all material respects with all product specifications, all express and implied warranties and all applicable Laws. To the knowledge of the Company, the Company has no liability for replacement or repair of any product manufactured, sold or delivered by a Seller or the Business such products or other damages in connection therewith or any other customer or product obligations not reserved against on in the Balance Sheetmost recent financial statement filed with the Company SEC Reports. None The Company has delivered to Parent true and correct copies of each of its warranty policies. (b) Except as disclosed in Part 3.22(b) of the Sellers Company Disclosure Letter, the Company has in the conduct or operation of the Business or any of the Purchased Assets sold any products or delivered any services that included a warranty for a period of longer than one (1) year. None of the Sellers has any no 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 BusinessCompany. None Except as disclosed in Part 3.22(b) of the Sellers Company Disclosure Letter, the Company has not committed any act or failed to commit any act act, which would result in, and there has been no occurrence which would 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 Purchaser the Company with respect to products designed, manufactured, assembled, repaired, maintained, delivered, sold or installed or services rendered by or on behalf of a Seller or the BusinessCompany.

Product Warranty; Product Liability. None (a) Except as set forth in Section 4.25 of the Sellers Disclosure Schedule, each product manufactured, sold or delivered by the Company or any of the Subsidiaries in conducting its business has been in conformity with all product specifications, all express and implied warranties and all applicable Laws. Except as set forth in Section 4.25 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries has any liability for replacement or repair of any product manufactured, sold or delivered by a Seller or the Business such products or other damages in connection therewith or any other customer or product obligations not reserved against on the Balance Sheet. None Section 4.25 of the Sellers has in the conduct or operation Disclosure Schedule provides an itemized list of the Business or products the Company has under warranty and the length of each warranty. (b) Neither the Company nor any of the Purchased Assets sold any products or delivered any services that included a warranty for a period of longer than one (1) year. None of the Sellers Subsidiaries 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 the Business. None Company or any of the Sellers Subsidiaries. Neither the Company nor any of the Subsidiaries has committed any act or failed to commit any act 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 liability for breach of warranty (whether covered by insurance or not) on the part of Purchaser the Company or any of the Subsidiaries with respect to products designed, manufactured, assembled, repaired, maintained, delivered, sold or installed or services rendered by or on an behalf of a Seller the Company or any of the BusinessSubsidiaries.

Product Warranty; Product Liability. None (a) Except as set forth on Schedule 5.27, each product manufactured, sold or delivered by the Company or any of its Subsidiaries in conducting its business has been in conformity in accordance with industry standards with all applicable product specifications and all applicable express and implied warranties. Neither the Sellers Company nor any of its Subsidiaries has any liability for replacement or repair of any product manufactured, sold or delivered by a Seller or the Business such products or other damages in connection therewith or any other customer or product obligations not reserved against on than warranty liabilities arising in the Balance Sheet. None Ordinary Course of Business that are consistent with the historical experience of the Sellers has Company and its Subsidiaries and for which reserves have been established in the conduct or operation of Financial Statements. Neither the Business or Company nor any of the Purchased Assets its Subsidiaries has sold any products or delivered any services that included a warranty for a period of longer than one eighteen (118) year. None months or twelve (12) months after the installation of a product. (b) To the Knowledge of the Sellers has Company or the Sellers, neither the Company nor 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 Business. None of the Sellers its Subsidiaries has committed any act or failed to commit any act act, which would result in, and there has been no occurrence which would 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 Purchaser the Company or any of its Subsidiaries with respect to products designed, manufactured, assembled, repaired, maintained, delivered, sold delivered or installed or services rendered by or on behalf of a Seller or prior to the BusinessClosing.

Product Warranty; Product Liability. None (a) Except as set forth on Section 4.25 of the Sellers Disclosure Schedule, each product manufactured, sold or delivered by the Company in conducting its business has any been in material conformity with all product specifications, all express and implied warranties and all applicable Laws. Except as set forth in Section 4.25 of the Disclosure Schedule, the Company has no material liability for replacement or repair of any product manufactured, sold or delivered by a Seller or the Business such products or other damages in connection therewith or any other customer or product obligations not reserved against on the Balance Sheet. None Except as set forth in Section 4.25 of the Sellers Disclosure Schedule, the Company has in the conduct or operation of the Business or any of the Purchased Assets not sold any products or delivered any services that included a warranty for a period of longer than one year. (1b) year. None of the Sellers The Company has any no 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 BusinessCompany. None of the Sellers The Company has not committed any act or failed to commit any act act, which would result in, and to the Knowledge of the Company or the Selling Stockholders, there has been no occurrence which would give rise to or form the basis of, any material product liability or liability for breach of warranty (whether covered by insurance or not) on the part of Purchaser the Company with respect to products designed, manufactured, assembled, repaired, maintained, delivered, sold or installed or services rendered by or on an behalf of a Seller or the BusinessCompany.

Product Warranty; Product Liability. None of (a) Except as set forth on Schedule 5.20, (i) each Product manufactured, sold or delivered by Seller in conducting the Sellers Business has any been in conformity with all product specifications and all express and implied warranties, (ii) Seller has no liability for replacement or repair of any product manufactured, sold or delivered by a Seller or the Business such Products or other damages in connection therewith or any other customer or product obligations not reserved against on the Balance Sheet. None of the Sellers , and (iii) Seller has in the conduct or operation of the Business or any of the Purchased Assets not sold any products Products or delivered any services that included a warranty for a period of longer than one (1) year. None of the Sellers . (b) To Seller’s Knowledge, (i) Seller has any no material liability arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product Product designed, manufactured, assembled, repaired, maintained, delivered, sold or installed, or services rendered, installed by or on behalf of the Business. None of the Sellers Seller and (ii) Seller 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 product liability or liability for breach of warranty (whether covered by insurance or not) on the part of Purchaser Seller with respect to products Products designed, manufactured, assembled, repaired, maintained, delivered, sold or installed or services rendered by or on behalf of a Seller or the BusinessSeller.

Product Warranty; Product Liability. None of the Sellers has any liability for replacement or repair of any (a) Except as set forth on Schedule 3.25, each product manufactured, sold or delivered by a Seller 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 the Business 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. None of the Sellers has in the conduct or operation of the Business or any of the Purchased Assets sold any products or delivered any services that included a warranty for a period of longer than one . (1b) year. None of the Sellers has The Company does not have any material liability Liability arising out of any injury to individuals or property as a result of the ownership, possession, possession or use of any product designed, manufactured, assembled, repaired, maintained, delivered, sold or installed, or services rendered, by or on behalf of the BusinessCompany. None of the Sellers The Company has not committed any act or failed to commit any act which that would result in, and to the Knowledge of the Company, there has been no occurrence which that would give rise to or form the basis offor, any material product liability Liability or liability Liability for breach of warranty (whether covered by insurance or not) on the part of Purchaser the Company with respect to products designed, manufactured, assembled, repaired, maintained, delivered, sold or installed installed, or services rendered rendered, by or on behalf of a Seller the Company. The Company has not initiated any product recalls, whether voluntary or the Businessmandated by any Legal Requirement.

Product Warranty; Product Liability. None (a) Except as set forth on Schedule 3.19, the products manufactured, sold or delivered by any of the Sellers Selling Subsidiaries or Transferred Companies in conducting the Business have been in conformity in all material respects with all product specifications, express warranties and applicable Laws. Except as set forth on Schedule 3.19, none of the Selling Subsidiaries or Transferred Companies has any material liability for replacement or repair of any product manufactured, sold or delivered by a Seller or the Business such products or other damages in connection therewith or any other customer or product obligations not reserved against on the 2004 Balance Sheet. None . (b) Except as set forth on Schedule 3.19, none of the Sellers Selling Subsidiaries or Transferred Companies has in the conduct or operation of the Business or any of the Purchased Assets sold any products or delivered any services that included a warranty for a period of longer than one (1) year. None of the Sellers 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 any of the Selling Subsidiaries or on behalf of Transferred Companies in conducting the Business. None Except as set forth on Schedule 3.19, none of the Sellers Selling Subsidiaries or Transferred Companies 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 Purchaser any of the Selling Subsidiaries or Transferred Companies with respect to products designed, manufactured, assembled, repaired, maintained, delivered, sold or installed or services rendered by or on behalf of a Seller any of the Selling Subsidiaries or Transferred Companies in conducting the Business.

Product Warranty; Product Liability. None of (a) Each Product manufactured, sold or delivered by Seller in conducting the Sellers Business has any been in conformity with all product specifications and all express and implied warranties. Seller has no liability for replacement or repair of any product manufactured, sold or delivered by a Seller or the Business such Products or other damages in connection therewith or any other customer or product obligations not greater than the amount reserved against on the Balance Sheet. None of the Sellers has therefor and expressly taken into account in the conduct or operation calculation of any adjustment to the Business or any of the Purchased Assets Purchase Price pursuant to Section 3.2. Seller has not sold any products Products or delivered any services that included a warranty for a period of longer than one (1) year. None of the Sellers . (b) To Seller’s Knowledge, (i) Seller has any material no liability arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product Product designed, manufactured, assembled, repaired, maintained, delivered, sold or installed, or services rendered, installed by or on behalf of the Business. None of the Sellers Seller and (ii) Seller 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 product liability or liability for breach of warranty (whether covered by insurance or not) on the part of Purchaser Seller with respect to products Products designed, manufactured, assembled, repaired, maintained, delivered, sold or installed or services rendered by or on behalf of a Seller or the Business.

Product Warranty; Product Liability. None (a) Section 3.23 of the Sellers has any liability for replacement or repair of any product manufactured, sold or delivered by Seller Disclosure Schedule (i) contains a Seller or the Business or other damages in connection therewith or any other customer or product obligations not reserved against on the Balance Sheet. None copy of the Sellers has in standard terms and conditions customarily provided by the conduct or operation Acquired Companies as of the Business or any date of this Agreement and (ii) sets forth a list of those Material Contracts in effect as of the Purchased Assets sold any products or delivered any services that included date of this Agreement pursuant to which an Acquired Company has provided a warranty for a period of longer than one product beyond the standard terms and conditions customarily provided by the Acquired Companies. (1b) year. None To the Knowledge of the Sellers has Seller, the Acquired Companies do not have any material liability 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 BusinessAcquired Companies. None To Seller’s Knowledge, none of the Sellers Acquired Companies has committed any act or failed to commit any act 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 liability for breach of warranty claim (whether covered by insurance or not) on the part of Purchaser against any Acquired Company with respect to products designed, manufactured, assembled, repaired, maintained, delivered, sold or installed or services rendered by or on behalf of a Seller or the BusinessAcquired Companies.

Product Warranty; Product Liability. None (a) Except as set forth on Schedule 5.27, each product manufactured, sold or delivered by the Company or any of its Subsidiaries in conducting its business has been in conformity in accordance with industry standards with all applicable product specifications and all applicable express and implied warranties. Neither the Sellers Company nor any of its Subsidiaries has any liability for replacement or repair of any product manufactured, sold or delivered by a Seller or the Business such products or other damages in connection therewith or any other customer or product obligations not reserved against on than warranty liabilities arising in the Balance Sheet. None Ordinary Course of Business that are consistent with the historical experience of the Sellers has Company and its Subsidiaries and for which reserves have been established in the conduct or operation of Financial Statements. Neither the Business or Company nor any of the Purchased Assets its Subsidiaries has sold any products or delivered any services that included a warranty for a period of longer than one 18 months. (1b) year. None To the Knowledge of the Sellers has Company or the Sellers, neither the Company nor 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 Business. None of the Sellers its Subsidiaries has committed any act or failed to commit any act act, which would result in, and there has been no occurrence which would 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 Purchaser the Company or any of its Subsidiaries with respect to products designed, manufactured, assembled, repaired, maintained, delivered, sold delivered or installed or services rendered by or on behalf of a Seller or prior to the BusinessClosing.

Product Warranty; Product Liability. None of the Sellers has any liability for replacement or repair of any (a) Except as set forth on Schedule 5.22, each product manufactured, sold or delivered by a Seller or any of the Business 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. None Seller has provided Purchaser with true and complete copies of all warranties, warranty policies, service and maintenance agreements related to the Sellers has Purchased Assets and Assumed Liabilities and Contracts for Subcontracting. All such warranties are in conformity with the conduct or operation 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 Purchased Assets sold any products or delivered any services that included a warranty for a period of longer than one (1) year. None of Subsidiaries has in conducting the Sellers 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 the Business. None of the Sellers has Business committed any act or failed to commit any act act, which would result resulted in, and there has been no occurrence which would give gives rise to or form the basis of, any product liability Liability or liability Liability for breach of warranty (whether covered by insurance or not) on the part of Purchaser Seller or any of the Subsidiaries with respect to products included in the Business and that were designed, manufactured, assembled, repaired, maintained, delivered, sold delivered or installed or services rendered by or on behalf of a Seller or prior to the BusinessClosing.