Products Liability and Warranty Liability Sample Clauses

Products Liability and Warranty Liability. No Group Company (a) has any material Liability arising out of any product designed, manufactured, assembled, repairs, maintained, delivered, sold, or installed, or any services rendered, by or on behalf of such Group Company, other than those that have been reserved against on the Most Recent Unaudited Financial Statements, (b) has extended any warranty period on any products beyond those customarily given by the Group Companies for such products or beyond those provided by the manufacturer, as applicable, or (c) is aware of any facts or circumstances which, given the passage of time, would reasonably be expected to result in a claim against such Group Company for product liability or breach of warranty. The Company has made available to Parent copies of all guarantees, warranties, and indemnities given by the Company and, to the Knowledge of the Company, the other Group Companies in connection with their products that are material to their respective businesses. Except as would not reasonably be expected to be material to the Group Companies, taken as a whole, (i) each product designed, manufactured, sold, or delivered by the Company and, to the Knowledge of the Company, the other Group Companies, has been in material conformity with all product specifications, applicable express and implied warranties, and all applicable Laws, and (ii) there are no latent or overt design, manufacturing, or other defects in any products designed, manufactured, assembled, repairs, maintained, delivered, sold, or installed, or services rendered, by or on behalf of the Company and, to the Knowledge of the Company, the other Group Companies, and no such products or services have been the subject of any recall. The warranty reserves on the Most Recent Unaudited Financial Statements are reasonable based on past experience and have been accrued in accordance with the Company’s Accounting Principles. Complete and correct copies of all documentation related to all warranty claims made against the Company and, to the Knowledge of the Company, the other Group Companies since January 1, 2019 have been made available to Parent, in each case, that are material to the respective Group Company’s business.
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Products Liability and Warranty Liability. The Company and each Subsidiary has not received any written complaints of any damages to any person relating to the products, goods or services of the Company or any Subsidiary. The Company has previously delivered to Parent a correct and complete copy of each express warranty relating to any product of the Company or any Subsidiary.
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Products Liability and Warranty Liability. To the Company’s knowledge, all board products manufactured, sold, leased, or delivered by any Company Group Member have been in material conformity with applicable contractual commitments and warranties made with respect to such products. Since January 1, 2014, no Company Group Member has received any written complaints of any damages to or losses by any Person resulting from the products, goods or services of any Company Group Member. Schedule 5.12 describes all currently outstanding material product warranty claims with respect to board products of any Company Group Member.
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Products Liability and Warranty Liability. Except as set forth on Schedule 3.21, Seller has not received any written complaints of any damages to any Person relating to the products, goods or services of Seller. Seller has not received any written product warranty claims with respect to products of Seller during the two years immediately preceding the date hereof. Seller has previously delivered or made available to Purchaser a correct and complete copy of each express warranty relating to any product of Seller.
Sample 1
Products Liability and Warranty Liability. The Company has made available a description of all product warranty claims with respect to products of the Company and its Subsidiaries during the year immediately preceding the date hereof. The Company has previously delivered or made available to the Parent a correct and complete copy of each express warranty relating to any product of the Company or its Subsidiaries.
Sample 1
Products Liability and Warranty Liability. Except as set forth in Schedule 5.22 hereto, the Company and its Subsidiaries have not received any written notice of any Proceeding related to any damages to any Person caused by the products of the Company and there is no material liability for warranty claims or returns with respect to any of such products not fully reflected on the Reference Balance Sheet. Schedule 5.22 hereto sets forth a description of all product warranty claims with respect to products of the Company during the three years immediately preceding the date hereof. The Company has previously delivered to the Buyer a materially complete and accurate copy of each express warranty relating to any product of the Company.
Sample 1
Products Liability and Warranty Liability. All products manufactured, sold, leased, or delivered by the Company or any Subsidiary have been in material conformity with applicable contractual commitments and warranties made by the Company with respect to such products. Since January 1, 2012, none of the Company or its Subsidiaries has received any written complaints of any damages to or losses by any Person resulting from the products, goods or services of the Company or its Subsidiaries. Schedule 6.13 describes all material product warranty claims with respect to products of the Company and its Subsidiaries. The Company has delivered to the Buyer a correct and complete copy of each express warranty relating to any product of the Company or its Subsidiaries.
Sample 1
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Related to Products Liability and Warranty Liability

  • Product Liability and Recalls (a) Except a disclosed in Section 3.27 of the Disclosure Schedule or the Company SEC Documents to the Best Knowledge of the Company, there is no claim, or the basis of any claim, against the Company or any of this subsidiaries for injury to person or property of employees or any third parties suffered as a result of the sale of any product or performance of any service by the Company or any of its subsidiaries, including claims arising out of any alleged defective nature of its products or services, which could reasonably be expected to have a Material Adverse Effect on the Company.

  • Products Liability There is no Action before any Governmental Authority involving Seller based upon breach of product warranty, strict liability in tort, negligent design, negligent manufacture of product, defects in design, manufacture, materials or workmanship, negligent provision of services, or any other allegation of liability, including or resulting in product recalls, arising from the materials, design, testing, manufacture, packaging, labeling (including instruction for use), documentation or sale of products (collectively, “Product Claims”; and, to the Knowledge of Seller, there is no basis for any such Product Claim. To the Knowledge of Seller, there are no material errors in any published technical documentation, specifications, manuals or user guides provided in the ordinary course of business to customers of the Business. There have been no material defects in design, manufacturing, materials or workmanship, including any failure to warn, or any breach of express or implied warranties or representations, which involve any product manufactured (or to be manufactured), shipped, sold, installed or delivered by or on behalf of Seller. There have been no product recalls by Seller with respect to any products manufactured (or to be manufactured), shipped, sold, installed or delivered by or on behalf of Seller, or to the Knowledge of Seller any investigation or consideration of or decision made by any Person or Governmental Authority concerning whether to undertake or not to undertake any recall. All manufacturing standards applied, testing procedures used, and product specifications disclosed to customers by Seller have complied in all material respects with all requirements established by any applicable Law or any Governmental Authority.

  • 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 Liability The Company has no Liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any 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 Company.

  • Seller's Liability SELLER’s liability with respect to the Product sold to END USER shall be limited to the warranty provided herein. SELLER shall not be subject to any other obligations or liabilities, whether arising out of breach of contract, warranty, tort (including negligence and strict liability) or other theories of law, with respect to products sold or services rendered by seller, or any undertaking, acts or omissions relating thereto. Without limiting the foregoing, SELLER specifically disclaims any liability for property or personal injury damages, penalties, special or punitive damages, damages for lost profits or revenues, services, down time, shut down or slow down costs, or for any other types of economic loss, and for claims of END USER’s customers or any third party for any such damages. SELLER shall not be liable for and disclaims all consequential, incidental and contingent damages whatsoever.

  • 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.

  • Breach Liability 7.1 Subject to provisions under Section 4 of this Agreement, Party B and Party C shall jointly and severally indemnify and hold harmless Party A and any of its shareholders, directors, employees, affiliates, agents, successors and trustees from any claim, harm, expenses, indemnities, liabilities, fines or any other loss or damages arising from:

  • Standard of Care, Liability and Indemnification (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.

  • Product Liability Claims As soon as it becomes aware, each party will give the other prompt written notice of any defect or alleged defect in a Product, any injury alleged to have occurred as a result of the use or application of a Product, and any circumstances that may give rise to litigation or recall of a Product or regulatory action that may affect the sale or manufacture of a Product, specifying, to the extent the party has such information, the time, place and circumstances thereof and the names and addresses of the persons involved. Each party will also furnish promptly to the other copies of all papers received in respect of any claim, action or suit arising out of such alleged defect, injury or regulatory action.

  • Warranty; Limitation of Liability Dade Behring warrants that the Equipment and Hemostasis Patient Reportable Tests are free from defects in material and workmanship and the Hemostasis Patient Reportable Tests conform to the product inserts which accompany them. Dade Behring warrants that it will comply with all applicable federal laws and regulations related to the Equipment, Maintenance and Tests including all regulations of the FDA. Dade Behring further warrants that any Equipment/Supply price breakdowns which are requested by Customer and provided by Dade Behring are correct and can be relied upon by Customer in preparing Customer’s Medicare Cost Reports and related documentation. Except as expressly stated in this Agreement, DADE BEHRING MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR PARTICULAR PURPOSE. Neither party shall have any liability to the other parties (or their Assignee) for any special, consequential or incidental damages, and neither DBFS or its Assignee will be responsible to you for any problem or claim in connection with (i) the use, operation or performance of the Equipment or Tests; (ii) any interruption of service, loss of business or anticipated profits; or (iii) the delivery, servicing maintenance, repair or replacement of the Equipment or Tests. Dade Behring’s sole liability on any claim relating to performance of the Equipment and Tests, whether in cost, contract or warranty shall be limited to repairing or replacing the Equipment at its option. DBFS HAS NOT MANUFACTURED THE EQUIPMENT OR THE HEMOSTASIS PATIENT REPORTABLE TESTS AND EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, MERCHANTABILITY, OR FITNESS FOR ANY PURPOSE IN CONNECTION WITH THE EQUIPMENT OR THE TESTS. You will not make any claim against DBFS (or its Assignee) for any special, consequential or incidental damages, and neither DBFS nor an Assignee of DBFS will be responsible to you for any problem or claims in connection with (i) the use, operation or performance of the Equipment or Tests; (ii) any interruption of service, loss of business or anticipated profits; or (iii) the delivery, servicing maintenance, repair or replacement of the Equipment or Tests.

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