Products Liability; Warranties. National shall have no liability after the Effective Closing Date not fully covered by insurance relating to any services rendered, or any product manufactured, distributed, or sold by National prior to the Effective Closing Date, whether or not such liability relates to products or services that are defective or improperly designed, manufactured or rendered in breach of any express or implied warranty, Schedule 3.20 discloses and describes the terms of all express product warranties under which National may have liability after the Effective Closing Date.
Products Liability; Warranties. Except as set forth in Article 4.20 of the Phoenix Disclosure Memorandum, to the Knowledge of Phoenix no Material product liability or warranty claims arising out of the Business, no Material claim arising out of an implied or expressed warranty, and no Material claims in whole or in part premised from product liability which relates to the Business, is pending or threatened against Phoenix.
Products Liability; Warranties. The Company shall not have any liability after the Closing Date not fully covered by insurance relating to any product manufactured, distributed or sold by the Company prior to the Closing Date, whether or not such liability relates to products that are defective or improperly designed or manufactured or in breach of any express or implied product warranty, other than as fully reserved in the warranty reserve on the Final Closing Balance Sheet. Schedule 3.20 discloses and describes the terms of all express product warranties under which the Company may have liability after the Closing Date.
Products Liability; Warranties. There exists no (a) material defect in the design or manufacture of any product designed, manufactured or sold by Rymex xx any predecessor in interest to Rymex, xx (b) pending or, to the knowledge of Rymex, xxreatened action, suit, inquiry, proceeding or investigation by or before any Governmental Authority or commission relating to any product alleged to have been manufactured, distributed or sold by Rymex, xx any predecessor in interest to Rymex, xx others, and alleged to have been defective, or improperly designed or manufactured, or in breach of any express or implied product warranty ("Products Liability"); (ii) there exists no pending or, to the knowledge of Rymex, xxreatened Products Liability claims; and (iii) there is no valid basis for any such suit, inquiry, action, proceeding, investigation or claim. Rymex xx insured, and has been insured continuously since November 1, 1990, against Products Liabilities, in accordance with the insurance policies identified on the Disclosure Schedule. The Financial Statements contain adequate reserves (calculated in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 5) for all Products Liability claims which are probable or reasonably possible to be asserted. The Disclosure Schedule sets forth the material terms and conditions of all express product warranties under which Rymex xxx have liability after the Closing. Except as set forth on the Disclosure Schedule, all product warranties given by Rymex xx connection with Rymex'x xxxiness: (a) limit the remedy available to Rymex'x xxxtomers to the repair and replacement of the warranted goods by Rymex, xx alternatively, a refund of the sales price of such goods to the customer; (b) expressly disallow claims for all other damages, including direct, immediate, incidental, foreseeable, consequential or special damages; and (c) expressly disclaim all other warranties not expressly stated therein, whether express or implied, including warranties of merchantability, fitness for a particular purpose, performance or otherwise.
Products Liability; Warranties. Except as otherwise set forth in Schedule 3.2(w) and to PMG’s Knowledge: (i) there exists no (a) latent defect in the design or manufacture of any of the products of the Business or (b) pending or 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 any PMG Company to others, and alleged to have been defective or improperly designed or manufactured or in breach of any express or implied product warranty; and (ii) there exists no pending or threatened products liability claims, except to the extent reserved for on the face of the Latest Balance Sheet. Schedule 3.2(w) sets forth the material terms and conditions of all express product warranties under which the Company may have Liability after Closing.
Products Liability; Warranties. (a) Except as otherwise set forth on the DISCLOSURE SCHEDULE: (i) there exists no defect in the design or manufacture of any product designed, manufactured or sold by the Seller or any predecessor in interest to the Seller; (ii) there exists no pending or, to the Knowledge of the Seller, Xxxxxxx Properties, Shareholders and Members, threatened claims for personal injury, property damage or other damage caused by any product manufactured, distributed or sold (or alleged to have been manufactured, distributed or sold by the Seller or any predecessor in interest to the Seller ("PRODUCTS LIABILITY")); and (iii) to the Knowledge of the Seller, Xxxxxxx Properties, Shareholders and Members, there is no valid basis for any such suit, inquiry, action, proceeding, investigation or claim. The Seller is insured, and has been insured continuously since at least March 29, 1992 against Product Liabilities, in accordance with the insurance policies identified on the DISCLOSURE SCHEDULE (including a statement of the name of the insurer, the type of policy [i.e., a "claims made" or "occurrence" policy], the amounts of coverage and the applicable deductible limits).
Products Liability; Warranties. Except as set forth on Schedule 5.21, there are no presently pending, or, to the Company’s Knowledge, threatened Legal Proceedings or demand letters relating to any alleged hazard or alleged defect in design, manufacture, materials or workmanship, including any failure to warn or alleged breach of express or implied warranty or representation, relating to any product or service of the Company. Except as may be set forth in the Material Contracts, the Company has not extended to any of its customers any written, product warranties, indemnifications or guarantees outside of the Ordinary Course. True, correct and complete copies of all material correspondence received or sent by or on behalf of the Company, from or to any Governmental Entity with respect to a contemplated or ongoing actual recall, withdrawal, or suspension from the market of any product have previously been made available to Purchaser. The Company is not currently investigating or considering a recall, withdrawal or suspension from the market of any product.
Products Liability; Warranties. (a) Except as otherwise described on the Disclosure Schedule: (i) there exists no (A) defect in the design or manufacture of any product designed, manufactured or sold by the Company or any predecessor in interest to the Company (other than manufacturing defects routinely handled as warranty claims and which result in no personal injury or damage to property), or (B) pending or, to the Knowledge of the Shareholders, threatened action, suit, inquiry, proceeding or investigation by or before any Governmental Authority or commission relating to any product alleged to have been manufactured, distributed or sold by the Company, or any predecessor in interest to the Company, to others, and alleged to have been defective, or improperly designed or manufactured, and to have caused personal injury or damage to property ("Products Liability"); (ii) there exists no pending or, to the Knowledge of the Shareholders, threatened Products Liabilities claims; and (iii) there is no valid basis for any such suit, inquiry, action, proceeding, investigation or claim. The Company is insured, and has been insured continuously since October 1, 1986, against Products Liabilities, in accordance with the insurance policies identified on the Disclosure Schedule (including a statement of the name of the insurer, the type of policy [i.e., a "claims made" or "occurrence" policy], the amounts of coverage and the applicable deductible limits).
Products Liability; Warranties. To the Knowledge of the Company, there is no litigation, investigation, proceeding or claim pending or threatened against or relating to the Company, its properties or business, of facts or circumstances, which could reasonably give rise to a material claim for bodily injury or property damage resulting from accidents occurring at any time, alleged or otherwise growing out of or alleged to have grown out of the manufacture, sale, distribution, existence, maintenance and/or use of products distributed by the Company prior to Closing. To the Knowledge of the Company, the Company shall have no liability after the Closing Date not fully covered by insurance or warranties relating to any product manufactured, distributed or sold by the Company prior to the Closing Date, whether or not such liability relates to products that are defective or improperly designed or manufactured or in breach of any express or implied product warranty. The attached Schedule 3.18 discloses and describes the terms of all express product warranties under which the Company has distributed its products prior to the Closing Date.
Products Liability; Warranties. 19 4.21 Intellectual Property.................................... 19 4.22 Insurance................................................ 19
