Products and Warranties. INSURANCE Set forth on Exhibit J is a description or reference to all warranties made by Seller with respect to products sold by Seller during the last three (3) years. During the past three (3) years, Seller has maintained quality control and quality standards with respect to the products manufactured and sold by Seller consistent with industry standards and governmental (including FDA) requirements, and has not adversely altered the quality of such products in any material respect. Except as listed on Exhibit L, there have been no material departures by Seller or by products sold by Seller from such standard warranties in the last three (3) years. Seller has fully and accurately disclosed its information relating to returns or other claims (whether due to warranties or otherwise) of products to Seller during the past three years. Exhibit L details the product liability claims which have been made during the past four (4) years against Seller with respect to products sold by Seller, or with respect to predecessor products to the products sold by Seller. Said Exhibit L includes, without limitation, brief descriptions of the basis of any such claims, the outcome of the claim, including any amounts that had to be paid with respect thereto, and whether such claim was covered by insurance carried by Seller.
Products and Warranties. (a) Any product manufactured, produced, distributed, sold, supported or installed by or on behalf of the Sellers or the SLP Subsidiary for or in connection with the Business (a “Product”) has been designed and manufactured in compliance in all material respects with all regulatory, engineering, industrial and other codes generally recognized as being applicable thereto, and there are no statements, citations or decisions by any Governmental Authority or any product-testing laboratory received by or in the possession of the Sellers or the SLP Subsidiary that indicate that any Product is unsafe or fails to meet any standards promulgated by such Governmental Authority or testing laboratory. There are no inherent defects in the design of any Product that would materially and adversely affect the performance or quality of such Product. There has not been, during the two years prior to the date of this Agreement, any written notice, demand, claim, Action or suit, or, to the Knowledge of the Sellers, investigation of a civil, criminal or administrative nature, in any such case, by or before any Governmental Authority against the Sellers or the SLP Subsidiary or any other Person, involving a Product resulting from an alleged defect in design, manufacture, materials or workmanship of any Product (excluding Product returns on a case-by-case basis in the ordinary course of business, or any alleged failure to warn.
(b) Schedule 3.19(b) of the Disclosure Schedules sets forth the warranty cost of the Business as a percentage of sales during the three calendar years 2012, 2013 and 2014. To the Knowledge of Sellers, there exists no Circumstance that, after notice or the passage of time or both, would be reasonably expected to create or result in liabilities under existing warranties given by the Business in excess of the reserves on the Combined Pro Forma Financial Statements.
(c) There has not been, during the past five years, (i) any recall or post-sale warning applicable in general to Products (and not to Product returns on a case-by-case basis) conducted by or on behalf of the Business, or (ii) any claim of personal injury, death or property or economic damages in connection with any Product or any claim for injunctive relieve in connection with any Product.
(d) There are no facts that would give rise to a successful future claim of personal injury, death or property damage in connection with any Product manufactured or shipped prior to the Closing Date, and no such c...
Products and Warranties. To the knowledge of Sellers, each product manufactured, sold, leased, or delivered by the Company has been in conformity in all Material respects with all applicable contractual commitments and all express and implied warranties, and meets or exceeds the standards required by all Laws now in effect and neither the Company nor the Sellers know of any pending legislation, ordinance or regulation, which if adopted, would have a Material Adverse Effect upon the products sold by the Company. To the knowledge of Sellers, the Company does not have any Liability (and there is no basis for any present or any future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of it giving rise to any Liability) for replacement or repair of any product manufactured, sold, leased, or delivered by the Company or other damages in connection therewith other than may occur in the ordinary course of business. To the knowledge of Sellers, no product manufactured, sold, leased, or delivered by the Company is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. To the knowledge of Sellers, the Disclosure Schedule includes copies of the standard terms and conditions of sale or lease for the Company (containing applicable guaranty, warranty, and indemnity provisions).
Products and Warranties. Each product manufactured, sold, leased, or delivered by Baseline has been in conformity with all applicable contractual commitments and all express and implied warranties, and meets or exceeds the standards required by all Laws. Baseline does not have any Liability (and there is no basis for any present or any future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of it giving rise to any Liability) for replacement or repair of any product manufactured, sold, leased, or delivered by Baseline or other damages in connection therewith. No product manufactured, sold, leased, or delivered by Baseline is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. The Disclosure Schedule includes copies of the standard terms and conditions of sale or lease for Baseline (containing applicable guaranty, warranty, and indemnity provisions).
Products and Warranties. Return Privileges. There are no statements, citations or decisions by any governmental or regulatory body that any product manufactured, marketed or distributed at any time by PGA or PGD (the "PGA Products") is defective or fails to meet any standards promulgated by any such governmental or regulatory body. There has been no recall ordered by any such governmental or regulatory body with respect to any PGA Product. There is no (i) fact relating to any PGA Product that may impose upon PGA or PGD a duty to recall any PGA Product or a duty to warn customers of a defect in any PGA Product, or (ii) latent or overt design, manufacturing or other material defect in any PGA Product.
Products and Warranties. All products manufactured, sold or delivered by the Company and its Subsidiaries (collectively, the “Products”) have been in material compliance with all applicable contractual commitments and applicable Law and, to the Company’s Knowledge, all express and implied warranties, and none of the Company or any of its Subsidiaries has received written notice of, or to the Knowledge of the Company there is no reasonable basis for, any present or future Action against the Company or any of its Subsidiaries, for replacement thereof or other damages in connection therewith in excess of any warranty reserve established with respect thereto. No products manufactured, sold or delivered by the Company or any of its Subsidiaries are subject to any guaranty, warranty or other indemnity beyond the applicable standard terms and conditions of sale of the Company and its Subsidiaries. Except as set forth on Schedule 3.22 in the Disclosure Schedule, during the past three (3) years, there have been no product recalls, withdrawals or seizures with respect to any products manufactured, sold or delivered by the Company or any of its Subsidiaries.
Products and Warranties. To the best of Seller's knowledge, there are no defects in any of the Products produced or sold by Seller prior to the Closing Date. There are no pending warranty claims related to the Products or outstanding warranties covering the Products which may extend beyond the Closing Date, except in the ordinary course of business and as may be disclosed in Schedule 3.1.7 attached hereto. Except as set forth in Schedule 3.1.7, in the previous twelve (12) months there has been no material increase in the rate of returns or refunds of the Products nor have there been any price increases in any of the Products. There are no rebates, promotions, coupons, gift cards/certificates, discounts or other programs offered with respect to any of the Products, and no prepayments or deposits by any customer, except as disclosed on Schedule 3.1.7. Except as disclosed on Schedule 3.I.7, Seller has no knowledge of any pending or tln·eatened shortage of any of the materials necessary to manufacture the Products. All Products have been manufactured in compliance with FDA and other state, federal and local governmental regulations. Seller has passed any inspections of its Products and/or its manufacturing facilities for the Products conducted by the FDA or any other state, federal or local government agency in accordance with applicable laws and regulations.
Products and Warranties. To Seller's knowledge, each product manufactured, sold, leased, or delivered by the Company has been in conformity with all applicable contractual commitments and all express and implied warranties, and meets or exceeds the standards required by all Laws now in effect and neither the Company nor Seller knows of any pending legislation, ordinance or regulation, which if adopted, would have a Material Adverse Effect upon the products sold by the Company. To Seller's knowledge, the Company does not have any Liability (and there is no basis for any present or any future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of it giving rise to any Liability) for replacement or repair of any product manufactured, sold, leased, or delivered by the Company or other damages in connection therewith. No product manufactured, sold, leased, or delivered by the Company is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease.
Products and Warranties. (a) Except for obligations to repair or replace any product pursuant to express written warranties given by ITI in the ordinary course of business and the forms of which are attached to Section 3.26 of the Disclosure Schedule and except for warranties from third party manufacturers which are passed through to customers and for which ITI could not have any liability and except to the extent of any reserves therefor that will be included in the Closing Balance Sheet: (i) each product or service sold, leased, delivered or rendered by ITI prior to the Closing Date, was at the time of sale or service, as applicable, in conformity in all material respects with all applicable contractual commitments and all applicable express and implied by Law warranties, and meets or exceeds in all material respects the standards required by all Laws and (ii) no product or service sold, leased, delivered or rendered by ITI on or prior to the Closing Date is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease or service and any express warranties attached to Section 3.26 of the Disclosure Schedule.
(b) Other than warranty claims for which reserves will be included in the Closing Balance Sheet in amounts which are adequate to cover all future warranty expenses and liability for any product sold by ITI prior to the Closing Date or service previously provided by ITI prior to the Closing Date, ITI could not have any liability for any such products or services including without limitation any liability or obligation arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product sold, leased, or delivered or service provided by ITI.
Products and Warranties. 28 3.24 Disclosure..................................................29
