Common use of Products Liability Clause in Contracts

Products Liability. (a) Except as set forth on Schedule 3.25, (i) there is no Action before any Governmental Entity pending, or to the Knowledge of the Seller, threatened against the Company involving any products manufactured, produced, distributed or sold by or on behalf of the Company and/or in connection with the Business (including any parts or components) (collectively, “Products”), or class of claims or lawsuits involving the same or similar Product which is pending or, to the Seller’s Knowledge, threatened, resulting from an alleged defect in design, manufacture, materials or workmanship of any Product, or any alleged failure to warn, or from any breach of implied warranties or representations (collectively, “Product Liability Lawsuits”); (ii) there has not been, within the past 12 months, any Occurrence (as hereinafter defined); and (iii) there has not been, within the past 12 months, any Product rework or retrofit (collectively, “Retrofits”) conducted by or on behalf of the Company. (b) For purposes of this Section 3.25, the term “Occurrence” shall mean any accident, happening or event which takes place at any time which is caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship including, without limitation, any alleged failure to warn or any breach of express or implied warranties or representations with respect to, or any such accident, happening or event otherwise involving any Product that can reasonably be expected to result in a claim or loss. (c) Except as set forth on Schedule 3.25, to the Seller’s Knowledge, each Product manufactured, sold, leased, or delivered by the Company and the Business has been in conformity with all applicable material contractual commitments and all express and implied warranties, and the Company and the Business have no Liability (and there is no basis for any present or future proceeding against any of them giving rise to any Liability) for replacement or repair thereof or other damages in connection therewith. No Product manufactured, sold, leased, or delivered by the Company and the Business is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Schedule 3.25 includes copies of the standard terms and conditions of sale or lease for the Company and the Business (containing applicable guaranty, warranty, and indemnity provisions). Except as set forth on Schedule 3.25, the Seller and the Business have no obligation to any person to maintain, modify, improve or upgrade any of the Products. (d) Except as set forth on Schedule 3.25, to the Seller’s Knowledge, the Company and the Business have no material Liability (and there is no basis for any present or future proceeding against any the Company and the Business giving rise to any material 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 and the Business.

Products Liability. (a) Except as set forth in Section 4.25 of the Company Disclosure Letter and for those matters that would not be reasonably expected to result in, individually or in the aggregate, any material liability on Schedule 3.25the Company or any Company Subsidiary, (i) there is no Action before any Governmental Entity Authority pending, or to the Knowledge of the SellerCompany, threatened against the Company or any Company Subsidiary involving any products manufactured, produced, distributed or sold by or on behalf of the Company and/or in connection with the Business or any Company Subsidiary (including any parts or components) (collectively, “Products”), or class of claims or lawsuits involving the same or similar Product which is pending or, to the SellerCompany’s Knowledge, threatened, resulting from an alleged defect in design, manufacture, materials or workmanship of any Product, or any alleged failure to warn, or from any breach of implied warranties or representations (collectivelyrepresentations, “Product Liability Lawsuits”); and (ii) to the Knowledge of the Company, there has not been, within the past 12 monthsthree (3) years, any Occurrence (as hereinafter defined); and (iii) there has not been, within the past 12 months, any Product rework or retrofit (collectively, “Retrofits”) conducted by or on behalf of the CompanyOccurrence. (b) For purposes of this Section 3.25, the term “Occurrence” shall mean any accident, happening or event which takes place at any time which is caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship including, without limitation, any alleged failure to warn or any breach of express or implied warranties or representations with respect to, or any such accident, happening or event otherwise involving any Product that can reasonably be expected to result in a claim or loss. (c) Except as set forth in Section 4.25 of the Company Disclosure Letter and for those matters that would not be reasonably expected to result in, individually or in the aggregate, any material liability on Schedule 3.25the Company or any Company Subsidiary, to the SellerCompany’s Knowledge, each Product manufactured, sold, leased, or delivered by the Company and the Business any Company Subsidiary has been in conformity in all material respects with all applicable material contractual commitments and all applicable material express and implied warranties, and neither the Company and nor any Company Subsidiary has any liability (and, to the Business have no Liability (and Knowledge of the Company, there is no basis for any present or future proceeding against any of them giving rise to any Liabilityliability) for replacement or repair thereof or other damages in connection therewiththerewith (excluding customary warranty claims with respect to individual defected products). No Product manufactured, sold, leased, or delivered by the The Company and the Business is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Schedule 3.25 includes has previously provided Parent with copies of the standard terms and conditions of sale or lease for each Product sold or leased by the Company and the Business any Company Subsidiary (containing applicable guaranty, warranty, and indemnity provisions). Except as set forth on Schedule 3.25, the Seller and the Business have no obligation to any person to maintain, modify, improve or upgrade any of the Products. (dc) Except as set forth on Schedule 3.25, to in Section 4.25 of the Seller’s KnowledgeCompany Disclosure Letter, the Company and the Business Company Subsidiaries have no material Liability liability (and and, to the Company’s Knowledge, there is no basis for any present or future proceeding against any the Company and the Business or any Company Subsidiary giving rise to any material Liabilityliability) 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 and the Businessor any Company Subsidiary.

Products Liability. (a) Except as set forth on Schedule 3.25, (i) There have been no recalls, seizures or withdrawals from any market of Products and (ii) neither the Company nor any Company Subsidiary has any material liability arising as a result of or relating to, or has received any written notice of any threatened legal claim (and, to the Company’s knowledge, there is no Action before reasonable basis for) any Governmental Entity pendingaction, suit, charge, proceeding, audit or to the Knowledge of the Seller, threatened against the Company involving any products manufactured, produced, distributed or sold by or on behalf of the Company and/or in connection with the Business (including any parts or components) (collectively, “Products”), or class of claims or lawsuits involving the same or similar Product which is pending or, to the Seller’s Knowledge, threatened, resulting from an alleged defect in design, manufacture, materials or workmanship of any Productinvestigation, or any alleged failure threat of the foregoing, relating to warn(A) material bodily injury, death or from any breach other disability arising as a result of implied warranties the ownership, possession or representations (collectively, “Product Liability Lawsuits”); (ii) there has not been, within the past 12 months, any Occurrence (as hereinafter defined); and (iii) there has not been, within the past 12 months, use of any Product rework or retrofit (collectivelyB) false advertising or deceptive trade practices, “Retrofits”) conducted by or on behalf of the Companyexcept in each case other than those that would not have a Company Material Adverse Effect. (b) For purposes of this Section 3.25Except for those warranties that are (i) expressly set forth in any Material Contract; (ii) set forth in the Company’s standard form customer agreement made available to SPAC or (iii) required by applicable Law, neither the term “Occurrence” shall mean Company nor any accident, happening or event which takes place at Company Subsidiary has in the last three (3) years made any time which is caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship including, without limitation, any alleged failure to warn or any breach of express or implied warranties covering products manufactured or representations with respect to, sold or any such accident, happening or event otherwise involving any Product that can reasonably be expected to result in a claim or loss. (c) Except as set forth on Schedule 3.25, to the Seller’s Knowledge, each Product manufactured, sold, leased, or delivered services rendered by the Company and the Business has Company Subsidiaries that have not expired. All Products have been in conformity in all material respects with all applicable material contractual commitments and all express and implied warranties, and neither the Company and nor any Company Subsidiary has any existing liability (and, to the Business have no Liability (and Company’s knowledge, there is no reasonable basis for any present or future proceeding action, suit, charge, proceeding, audit or investigation against any of them it giving rise to any Liabilitysuch liability) for replacement or repair thereof or other damages in connection therewith. No Product manufactured, sold, leased, or delivered by the Company and the Business is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Schedule 3.25 includes copies of the standard terms and conditions of sale or lease for the Company and the Business (containing applicable guaranty, warranty, and indemnity provisions). Except as set forth on Schedule 3.25, the Seller and the Business have no obligation to any person to maintain, modify, improve or upgrade any of the Products. (d) Except as set forth on Schedule 3.25, to the Seller’s Knowledge, the Company and the Business have no material Liability (and there is no basis for any present or future proceeding against any the Company and the Business giving rise to any material Liability) arising out therewith in excess of any injury to individuals or property as a result of warranty reserve specifically established with respect thereto and included in the ownership, possession, or use of any Product manufactured, sold, leased, or delivered by the Company and the BusinessFinancial Statements.

Products Liability. (a) Except as set forth on Schedule 3.25Neither the Company nor any of its Subsidiaries has received any written notice relating to, (i) there is no Action before any Governmental Entity pendingnor, or to the Knowledge best knowledge of Seller or the SellerCompany, threatened against the Company are there any facts or circumstances which would reasonably be expected to give rise to, any material claim involving any products service provided or any product designed, manufactured, serviced, produced, modified, distributed or sold by or on behalf of the Company and/or in connection with the Business (including any parts or components) (collectively, “Products”), or class of claims or lawsuits involving the same or similar Product which is pending or, to the Seller’s Knowledge, threatenedand its Subsidiaries, resulting from an alleged defect in design, manufacture, materials or workmanship of any Productworkmanship, performance, or any alleged failure to warn, or from any alleged breach of implied warranties or representations representations, or any alleged noncompliance with any applicable Laws, other than notices or claims that have been settled or resolved by the Company or any Subsidiary prior to the date of this Agreement. To the best knowledge of the Company or the Subsidiaries, there are no material publicly and formally announced rules or regulations by any Governmental or Regulatory Authority that could reasonably be expected to adversely affect the conduct of the Business of the Company and its Subsidiaries. (collectivelyb) There has been no Recall conducted by the Company or any of its Subsidiaries with respect to any product manufactured (or to be manufactured), “Product Liability Lawsuits”); (ii) there has not beenshipped, within the past 12 months, any Occurrence (as hereinafter defined); and (iii) there has not been, within the past 12 months, any Product rework sold or retrofit (collectively, “Retrofits”) conducted delivered by or on behalf of the Company. (b) For purposes of this Section 3.25, the term “Occurrence” shall mean any accident, happening or event which takes place at any time which is caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship including, without limitation, any alleged failure to warn Company or any breach of express or implied warranties or representations with respect toits Subsidiaries, or any such accidentinvestigation or consideration of or decision made by any director, happening officer or event otherwise involving key employee thereof concerning whether to undertake or not undertake, any Product that can reasonably be expected to result in a claim or lossRecall. (c) Except as set forth on Schedule 3.25, to the Seller’s Knowledge, each Product manufactured, sold, leased, or delivered by the Company and the Business has been in conformity with all applicable material contractual commitments and all express and implied warranties, and the Company and the Business have no Liability (and there is no basis for any present or future proceeding against any of them giving rise to any Liability) for replacement or repair thereof or other damages in connection therewith. No Product manufactured, sold, leased, or delivered by the Company and the Business is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Schedule 3.25 includes copies of the standard terms and conditions of sale or lease for the Company and the Business (containing applicable guaranty, warranty, and indemnity provisions). Except as set forth on Schedule 3.25, the Seller and the Business have no obligation to any person to maintain, modify, improve or upgrade any of the Products. (d) Except as set forth on Schedule 3.25, to the Seller’s Knowledge, the Company and the Business have no material Liability (and there is no basis for any present or future proceeding against any the Company and the Business giving rise to any material 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 and the Business.

Products Liability. (a) Except as set forth on Schedule 3.25in the CompX SEC Documents, (i) there is no Action before any Governmental Entity suit, claim, action, proceeding, hearing, notice of violation, demand letter or investigation (an "Action") pending, or or, to the Knowledge best knowledge of the SellerSellers, threatened threatened, against CompX or any of its subsidiaries or any executive officer or director of CompX or any of its subsidiaries that would reasonably be expected to have a Material Adverse Effect on CompX or a material adverse effect on the Company involving ability of the Sellers to consummate the Transaction. Neither CompX nor any products of its subsidiaries is subject to any outstanding order, writ, injunction or decree that, individually or in the aggregate, insofar as can be reasonably foreseen, would be reasonably expected to have a Material Adverse Effect on CompX or a material adverse effect on the ability of the Sellers to consummate the Transaction. Since January 1, 2001, neither CompX nor any of its subsidiaries have been subject to any outstanding order, writ, injunction or decree relating to CompX's or any of its subsidiaries' method of doing business or its or their relationship with past, existing or future users or purchasers of any goods or services of CompX or any of its subsidiaries, except in all cases where such order, writ, injunction or decree would not reasonably be expected to have a Material Adverse Effect on CompX. There is no Action presently pending, or, to the best knowledge of the Sellers, threatened, against CompX 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 manufactured, produced, distributed or sold by or on behalf of the Company and/or in connection with the Business (including any parts or components) (collectively, “Products”), or class of claims or lawsuits involving the same or similar Product which is pending or, to the Seller’s Knowledge, threatened, resulting from an alleged defect in design, manufacture, materials or workmanship of any Product, CompX or any alleged failure to warnof its subsidiaries, or from any breach of implied warranties or representations (collectively, “Product Liability Lawsuits”); (ii) there has except in all cases where the Action would not been, within the past 12 months, any Occurrence (as hereinafter defined); and (iii) there has not been, within the past 12 months, any Product rework or retrofit (collectively, “Retrofits”) conducted by or on behalf of the Company. (b) For purposes of this Section 3.25, the term “Occurrence” shall mean any accident, happening or event which takes place at any time which is caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship including, without limitation, any alleged failure to warn or any breach of express or implied warranties or representations with respect to, or any such accident, happening or event otherwise involving any Product that can reasonably be expected to result in have a claim or loss. (c) Except as set forth Material Adverse Effect on Schedule 3.25, CompX. Neither CompX nor any of its subsidiaries has extended to the Seller’s Knowledge, each Product manufactured, sold, leased, or delivered by the Company and the Business has been in conformity with all applicable material contractual commitments and all express and implied its customers any written nonuniform product warranties, and the Company and the Business have no Liability (and there is no basis for any present indemnifications or future proceeding against any of them giving rise to any Liability) for replacement or repair thereof or other damages guarantees, except in connection therewith. No Product manufactured, sold, leased, or delivered by the Company and the Business is subject to any guaranty, all cases where such warranty, indemnification or other indemnity beyond the applicable standard terms and conditions of sale or lease. Schedule 3.25 includes copies of the standard terms and conditions of sale or lease for the Company and the Business (containing applicable guaranty, warranty, and indemnity provisions). Except as set forth guarantee is not reasonably expected to have a Material Adverse Effect on Schedule 3.25, the Seller and the Business have no obligation to any person to maintain, modify, improve or upgrade any of the Products. (d) Except as set forth on Schedule 3.25, to the Seller’s Knowledge, the Company and the Business have no material Liability (and there is no basis for any present or future proceeding against any the Company and the Business giving rise to any material 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 and the Business.CompX.

Products Liability. (a) Except as set forth on Attached to Schedule 3.25, 3.24(a) of the Disclosure Schedules are true and complete copies of the Acquired Companies’ (i) there is no Action before any Governmental Entity pendingcurrent standard terms and conditions of sale and warranty, or to the Knowledge of the Seller, threatened against the Company involving any products manufactured, produced, distributed or sold by or on behalf of the Company and/or in connection with the Business (including any parts or components) (collectively, “Products”), or class of claims or lawsuits involving the same or similar Product which is pending or, to the Seller’s Knowledge, threatened, resulting from an alleged defect in design, manufacture, materials or workmanship of any Product, or any alleged failure to warn, or from any breach of implied warranties or representations (collectively, “Product Liability Lawsuits”); and (ii) there has not been, within prior versions of the Acquired Companies’ standard terms and conditions of sale and warranty utilized during the past 12 months, any Occurrence four (as hereinafter defined); and (iii4) there has not been, within the past 12 months, any Product rework or retrofit (collectively, “Retrofits”) conducted by or on behalf of the Companyyears. (b) For purposes The Acquired Companies have no material liability for replacement of this Section 3.25, any of their products in excess of the term “Occurrence” shall mean any accident, happening or event which takes place at any time which is caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship including, without limitation, any alleged failure to warn or any breach of express or implied warranties or representations with respect to, or any such accident, happening or event otherwise involving any Product that can reasonably be expected to result in a claim or lossapplicable reserves for product warranty claims set forth on the Latest Balance Sheet. (c) Except as set forth on Schedule 3.25, to 3.24(c) of the Seller’s KnowledgeDisclosure Schedules, each Product manufactured, sold, leased, product sold or delivered by the Company and Acquired Companies during the Business past four (4) years has been in material conformity with all applicable material contractual commitments and specifications and all express and implied warranties, and the Company and the Business have no Liability (and there is no basis for any present or future proceeding against any of them giving rise warranties related to any Liability) for replacement or repair thereof or other damages in connection therewith. No Product manufactured, sold, leased, or delivered by the Company and the Business is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Schedule 3.25 includes copies of the standard terms and conditions of sale or lease for the Company and the Business (containing applicable guaranty, warranty, and indemnity provisions). Except as set forth on Schedule 3.25, the Seller and the Business have no obligation to any person to maintain, modify, improve or upgrade any of the Productssuch product. (d) Except as set forth on Schedule 3.253.24(d) of the Disclosure Schedule, during the past four (4) years, there has not been, nor, to the SellerCompany’s Knowledge, knowledge is there under consideration by the Company and the Business or its Subsidiary, any product recall or post-sale warning conducted by or on behalf of either Acquired Company concerning any product sold, manufactured or delivered by either Acquired Company. The Company does not have no material Liability (and there is no basis for any present or future proceeding against any the Company and the Business giving rise to any material Liability) liability in excess of the applicable reserves for product warranty claims set forth on the Latest Balance Sheet arising out of from or alleged to arise from any actual or alleged injury to individuals Persons, damage to property or property other loss or damages as a result of the services, items or products rendered, or the ownership, possession, possession or use of any Product manufacturedproduct or item produced, marketed, assembled, repackaged, distributed, licensed and/or sold, leasedby either Acquired Company, including claims arising out of the defective or unsafe nature or design of any of the Company’s or its Subsidiary’s products, or delivered by the any failure to warn thereof or to replace or repair of any Company and the Businessproduct or item.

Products Liability. (a) Except as set forth on Schedule 3.25, 4.22 (a) (and except for other Liabilities for which (i) there is no Action before a reserve that meets the standards described in the following sentence or (ii) is fully covered by a pass-thru warranty of a supplier or vendor such that none of the Company, Logistics, nor the Seller (and, following the Closing, Purchaser) shall have any Governmental Entity pendingLiability with respect thereto), each product distributed, sold, or delivered by the Company, Logistics or the Seller, with respect to the Business (collectively, the “Products”) is, and has been since January 1, 2015, (i) in compliance with all applicable Law, (ii) fit for the ordinary purposes for which it is intended to be used, and (iii) in conformity with any and all Contracts, express and implied warranties. None of the Company, Logistics nor the Seller, with respect to the Business, has any material Liability (and, to the Knowledge of the Seller, threatened against the Company involving there is no fact, situation, circumstance, condition or other basis for any products manufactured, produced, distributed present or sold by future Action giving rise to any material Liability) for replacement or on behalf repair of the Company and/or any Products or other damages in connection with the Business (including any parts or components) (collectivelyProducts, “Products”), or class of claims or lawsuits involving the same or similar Product which is pending or, subject only to the Seller’s Knowledge, threatened, resulting from an alleged defect in design, manufacture, materials or workmanship of any Product, or any alleged failure to warn, or from any breach of implied warranties or representations (collectively, “Product Liability Lawsuits”); (ii) there has not been, within reserve for product warranty claims set forth on the past 12 months, any Occurrence (as hereinafter defined); and (iii) there has not been, within the past 12 months, any Product rework or retrofit (collectively, “Retrofits”) conducted by or on behalf face of the CompanyInterim Balance Sheet, as adjusted for the passage of time and in accordance with GAAP, which reserve is adequate to address all such Liabilities. There is not currently existing any material design defect with respect to any material Product. (b) For purposes of this Section 3.25, the term “Occurrence” shall mean any accident, happening or event which takes place at any time which is caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship including, without limitation, any alleged failure to warn or any breach of express or implied warranties or representations with respect to, or any such accident, happening or event otherwise involving any Product that can reasonably be expected to result in a claim or loss. (c) Except as set forth on Schedule 3.254.22(b), to the Seller’s Knowledge, each no Product manufactured, sold, leased, or delivered by the Company and the Business has been in conformity with all applicable material contractual commitments and all express and implied warranties, and the Company and the Business have no Liability (and there is no basis for any present or future proceeding against any of them giving rise to any Liability) for replacement or repair thereof or other damages in connection therewith. No Product manufactured, sold, leased, or delivered by the Company and the Business is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Schedule 3.25 includes copies fully covered by a pass-thru warranty of a supplier or vendor such that none of the standard terms and conditions of sale or lease for the Company and the Business (containing applicable guarantyCompany, warranty, and indemnity provisions). Except as set forth on Schedule 3.25, Logistics nor the Seller (and, following the Closing, Purchaser) shall have any Liability with respect thereto. Since January 1, 2015 and to the Business have no obligation Knowledge of Seller, there has not been any product recall or similar action conducted with respect to any person product distributed or sold by the Company, Logistics or the Seller, with respect to maintain, modify, improve or upgrade any of the ProductsBusiness. (dc) Except as set forth on Schedule 3.25, to the Seller’s Knowledge, the Company and the Business have no material Liability (and there There is no basis for any present Action alleging any defects in the Products or future proceeding against any services provided by the Company and Company, Logistics or the Business giving rise Seller, with respect to any material Liability) arising out the Business, or the failure of any injury such Products or services to individuals or property as a result of the ownership, possession, or use of any Product manufactured, sold, leased, or delivered by the Company and the Business.meet certain specifications. 23

Products Liability. (a) Except as set forth on Schedule 3.25, (i) there is no Action before any Governmental Entity pending, or to the Knowledge in Section 3.23 of the SellerDisclosure Schedule, threatened against and except as would not, individually or in the Company involving any products manufacturedaggregate, produced, distributed or sold by or on behalf of the Company and/or in connection with the Business (including any parts or components) (collectively, “Products”), or class of claims or lawsuits involving the same or similar Product which is pending or, to the Seller’s Knowledge, threatened, resulting from an alleged defect in design, manufacture, materials or workmanship of any Product, or any alleged failure to warn, or from any breach of implied warranties or representations (collectively, “Product Liability Lawsuits”); (ii) there has not been, within the past 12 months, any Occurrence (as hereinafter defined); and (iii) there has not been, within the past 12 months, any Product rework or retrofit (collectively, “Retrofits”) conducted by or on behalf of the Company. (b) For purposes of this Section 3.25, the term “Occurrence” shall mean any accident, happening or event which takes place at any time which is caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship including, without limitation, any alleged failure to warn or any breach of express or implied warranties or representations with respect to, or any such accident, happening or event otherwise involving any Product that can reasonably be expected to result in a claim or loss.Material Adverse Effect: EXECUTION VERSION (ca) Except as set forth on Schedule 3.25, neither the Company nor any of its Subsidiaries has any Liability (and to the Seller’s KnowledgeKnowledge of the Company, each Product there is no reasonable basis for, and the Company is not aware of, any present or future claim against the Company giving rise to any Liability) arising out of any injury to any individual or property as a result of the ownership, possession, or use of any product designed, formulated, manufactured, distributed, sold, leased, delivered or delivered placed in the stream of commerce by the Company or any of its Subsidiaries; (b) each product designed, formulated, manufactured, distributed, sold, leased, delivered or placed in the stream of commerce by the Company or any of its Subsidiaries lacks defect or deficiency and the Business has been in conformity in all material respects with all applicable material Laws, contractual commitments commitments, regulatory requirements and all express and implied warranties, and the Company and the Business have has no Liability (and to the Knowledge of the Company, there is no reasonable basis for for, and the Company is not aware of, any present or future proceeding Claim against any of them the Company giving rise to any Liability) for replacement or repair thereof or other damages in connection therewith. No Product manufactured, sold, leased, or delivered by ; and (c) neither the Company nor any of its Subsidiaries has any Liability (and to the Knowledge of the Company, there is no reasonable basis for, and the Business Company is subject not aware of, any present or future claim against the Company giving rise to any Liability) for the replacement of any product of the Company or any of its Subsidiaries pursuant to any guaranty, warranty, warranty or other indemnity beyond the applicable standard terms and conditions of sale or lease. Schedule 3.25 includes copies of the standard terms and conditions of sale or lease for the Company and the Business (containing applicable guaranty, warranty, and indemnity provisions). Except as set forth on Schedule 3.25, the Seller and the Business have no obligation relating to any person to maintain, modify, improve or upgrade any of the Productssuch products. (d) Except as set forth on Schedule 3.25, to the Seller’s Knowledge, the Company and the Business have no material Liability (and there is no basis for any present or future proceeding against any the Company and the Business giving rise to any material 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 and the Business.

Products Liability. (a) Except as set forth on Schedule 3.253.21, (i) there is no Action action, suit, proceeding or investigation before any Governmental Entity Authority pending, or to the Knowledge of the SellerSole Member, threatened against the Company involving any products manufactured, produced, distributed or sold by or on behalf of the Company and/or in connection with the Business business of the Company (including any parts or components) (collectively, “Products”), or class of claims or lawsuits involving the same or similar Product which is pending or, to the Seller’s Knowledge, threatened, resulting from an alleged defect in design, manufacture, materials or workmanship of any Product, or any alleged failure to warn, or from any breach of implied warranties or representations representations, or any release of or exposure to Hazardous Materials from any such Products (collectively, “Product Liability Lawsuits”); (ii) there has not been, within the past 12 months, any Occurrence accident, happening or event which takes place at any time which was caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship including any alleged failure to warn or any breach of express or implied warranties or representations with respect to, or any such accident happening or event otherwise involving any Product that can reasonably be expected to result in a claim or loss (as hereinafter definedan “Occurrence”); and (iii) there has not been, within the past 12 months, any Product rework or retrofit (collectively, “Retrofits”) conducted by or on behalf of the Company. (b) For purposes of this Section 3.25, the term “Occurrence” shall mean any accident, happening or event which takes place at any time which is caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship including, without limitation, any alleged failure to warn or any breach of express or implied warranties or representations with respect to, or any such accident, happening or event otherwise involving any Product that can reasonably be expected to result in a claim or loss. (c) Except as set forth on Schedule 3.253.21, to the SellerSole Member’s Knowledge, each Product manufactured, sold, leased, or delivered by the Company and the Business has been in conformity with all applicable material contractual commitments and all express and implied warranties, and the Company and the Business have has no Liability (and there is no basis for any present or future proceeding against any of them giving rise to any Liability) for replacement or repair thereof or other damages in connection therewith. No To the Sole Member’s Knowledge, no Product manufactured, sold, leased, or delivered by the Company and the Business is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. , which are set forth on Schedule 3.25 includes copies of the standard terms and conditions of sale or lease for the Company and the Business (containing applicable guaranty, warranty, and indemnity provisions)3.21. Except as set forth on Schedule 3.253.21, the Seller and the Business have Sole Member has no obligation to any person Person to maintain, modify, improve or upgrade any of the Products. (dc) Except as set forth on Schedule 3.253.21, to the SellerSole Member’s Knowledge, the Company and the Business have has no material Liability (and there is no basis for any present or future proceeding against any the Company and the Business giving rise to any material 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 and the BusinessCompany.

Products Liability. (a) Except as set forth on Schedule 3.25Section 4.22 of the Company Disclosure Schedule,(i) there have been no recalls, seizures or withdrawals from any market of products developed, sold, licensed or delivered by the Company or any Company Subsidiary, and (ii) neither the Company nor any Company Subsidiary has any material liability arising as a result of or relating to, or has received any written notice of any threatened legal claim (and, to the Company’s knowledge, there is no reasonable basis for) any action, suit, charge, proceeding, audit or investigation, or any threat of the foregoing, relating to (i) there is no Action before any Governmental Entity pendingmaterial bodily injury, death or to the Knowledge other disability arising as a result of the Sellerownership, threatened against the Company involving possession or use of any products manufactured, produced, distributed product developed or sold by or on behalf of the Company and/or in connection with the Business (including or any parts or components) (collectively, “Products”), or class of claims or lawsuits involving the same or similar Product which is pending or, to the Seller’s Knowledge, threatened, resulting from an alleged defect in design, manufacture, materials or workmanship of any ProductCompany Subsidiary, or any alleged failure to warnservices rendered by, the Company any Company Subsidiary or from any breach of implied warranties or representations (collectively, “Product Liability Lawsuits”); (ii) there has false advertising or deceptive trade practices, except other than those that would not been, within the past 12 months, any Occurrence (as hereinafter defined); and (iii) there has not been, within the past 12 months, any Product rework or retrofit (collectively, “Retrofits”) conducted by or on behalf of the Companyhave a Company Material Adverse Effect. (b) For purposes of this Section 3.25Except for those warranties that are (i) expressly set forth in any Material Contract or (ii) required by applicable Law, neither the term “Occurrence” shall mean Company nor any accident, happening or event which takes place at Company Subsidiary has in the last three (3) years made any time which is caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship including, without limitation, any alleged failure to warn or any breach of express or implied warranties covering products manufactured or representations with respect to, sold or any such accident, happening or event otherwise involving any Product that can reasonably be expected to result in a claim or loss. (c) Except as set forth on Schedule 3.25, to the Seller’s Knowledge, each Product manufactured, sold, leased, or delivered services rendered by the Company and the Business has Company Subsidiaries that have not expired. All products developed or sold by the Company and the Company Subsidiaries and all services rendered by the Company and the Company Subsidiaries have been in conformity in all material respects with all applicable material contractual commitments and all express and implied warranties, and neither the Company and nor any Company Subsidiary has any existing liability (and, to the Business have no Liability (and Company’s knowledge, there is no reasonable basis for any present or future proceeding action, suit, charge, proceeding, audit or investigation against any of them it giving rise to any Liabilitysuch liability) for replacement or repair thereof or other damages in connection therewith. No Product manufactured, sold, leased, or delivered by the Company and the Business is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Schedule 3.25 includes copies of the standard terms and conditions of sale or lease for the Company and the Business (containing applicable guaranty, warranty, and indemnity provisions). Except as set forth on Schedule 3.25, the Seller and the Business have no obligation to any person to maintain, modify, improve or upgrade any of the Products. (d) Except as set forth on Schedule 3.25, to the Seller’s Knowledge, the Company and the Business have no material Liability (and there is no basis for any present or future proceeding against any the Company and the Business giving rise to any material Liability) arising out therewith in excess of any injury to individuals or property as a result of warranty reserve specifically established with respect thereto and included in the ownership, possession, or use of any Product manufactured, sold, leased, or delivered by the Company and the BusinessAudited Financial Statements.

Products Liability. (a) Except as set forth on Schedule 3.25, (i) there is no Action Neither the Company nor any Company Subsidiary has received any written notice (of violation or otherwise), Claim or hearing of a civil, criminal or administrative nature by or before any Governmental Entity pending, against or involving the Company or any Company Subsidiary (past or present) or concerning any product relating to the Knowledge of the Seller, threatened against the Company involving any products manufactured, produced, distributed or sold by or on behalf businesses of the Company and/or in connection with and the Business Company Subsidiaries (including any parts past or componentspresent) (collectively, “Products”), or class of claims or lawsuits involving the same or similar Product which is pending or, to the Seller’s KnowledgeKnowledge of the Company, threatened, relating to or resulting from from: (x) an alleged defect in design, manufacture, materials or workmanship of any Productproduct manufactured, designed, distributed or sold by, or on behalf of, the Company or any Company Subsidiary (past or present); (y) any alleged failure to warn, ; or (z) from any alleged breach of express or implied warranties or representations (collectivelynor, “Product Liability Lawsuits”to the Knowledge of the Company, is there any valid basis for any such notice (of violation or otherwise), Claim or hearing); (ii) there has not been, within the past 12 months, been any Occurrence (as hereinafter defineddefined below); and (iii) there has not beenbeen any product recall, within the past 12 monthsrework, any Product rework retrofit or retrofit post-sale warning (collectively, “Retrofits”"Recalls") conducted by the Company or on behalf any Company Subsidiary concerning any products relating to the businesses of the CompanyCompany and the Company Subsidiaries which are manufactured, designed, distributed or sold by the businesses of the Company and the Company Subsidiaries (nor is there, or has there been, any investigation or consideration or decision made by the Company or any Company Subsidiary concerning whether to undertake or not to undertake any Recalls); and (iv) there are no defects in design, manufacturing, materials or workmanship (including, without limitation, any failure to warn, or any breach of express or implied warranties or representations, which involve any product relating to the businesses of the Company and the Company Subsidiaries) that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. (b) For purposes of this Section 3.253.18, the term “"Occurrence” " shall mean any accident, happening or event which takes place at any time which is caused caused, or allegedly caused by by, any alleged hazard or alleged defect in manufacture, design, materials or workmanship (including, without limitation, any alleged failure to warn or any breach of express or implied warranties or representations with respect to), or otherwise involves a product (including any such accident, happening parts or event otherwise involving any Product that can reasonably be expected to result in a claim or loss. (ccomponents) Except as set forth on Schedule 3.25, relating to the Seller’s Knowledge, each Product manufactured, sold, leased, or delivered by businesses of the Company and the Business has been in conformity with all applicable material contractual commitments and all express and implied warranties, and the Company and the Business have no Liability (and there is no basis for any present or future proceeding against any of them giving rise to any Liability) for replacement or repair thereof or other damages in connection therewith. No Product Subsidiaries manufactured, solddesigned, leaseddistributed or sold by, or delivered by the Company and the Business is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Schedule 3.25 includes copies of the standard terms and conditions of sale or lease for the Company and the Business (containing applicable guaranty, warranty, and indemnity provisions). Except as set forth on Schedule 3.25, the Seller and the Business have no obligation to any person to maintain, modify, improve or upgrade any of the Products. (d) Except as set forth on Schedule 3.25, to the Seller’s Knowledgebehalf of, the Company and the Business Company Subsidiaries (past or present) which results, or is alleged to have no material Liability (and there is no basis for any present resulted in, injury or future proceeding against any the Company and the Business giving rise death to any material Liability) arising out person or damage to or destruction of property or other consequential damages, at 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 and the Businesstime.

Products Liability. (a) Except as set forth on Schedule 3.25Section 4.22(a) of the Company Disclosure Schedule, since January 1, 2019, (i) there have been no recalls, seizures or withdrawals from any market of products developed, sold, licensed or delivered by the Company or any Company Subsidiary, and (ii) neither the Company nor any Company Subsidiary has any material liability arising as a result of or relating to, or has received any written notice of any threatened legal claim (and, to the knowledge of the Company, there is no Action before reasonable basis for) any Governmental Entity pendingaction, suit, charge, proceeding, audit or investigation, or to the Knowledge any threat of the Sellerforegoing, threatened against relating to (x) material bodily injury, death or other disability arising as a result of the Company involving ownership, possession or use of any products manufactured, produced, distributed product developed or sold by or on behalf of the Company and/or in connection with the Business (including or any parts or components) (collectively, “Products”), or class of claims or lawsuits involving the same or similar Product which is pending or, to the Seller’s Knowledge, threatened, resulting from an alleged defect in design, manufacture, materials or workmanship of any ProductCompany Subsidiary, or any alleged failure to warnservices rendered by, the Company or from any breach Company Subsidiary or (y) false advertising or deceptive trade practices, except in each case of implied warranties or representations clause (collectively, “Product Liability Lawsuits”); i) and (ii) there has other than those that would not been, within the past 12 months, any Occurrence (as hereinafter defined); and (iii) there has not been, within the past 12 months, any Product rework or retrofit (collectively, “Retrofits”) conducted by or on behalf of the Companyhave a Company Material Adverse Effect. (b) For purposes of this Section 3.25Except for those warranties that are (i) expressly set forth in any Material Contract or (ii) required by applicable Law, neither the term “Occurrence” shall mean Company nor any accidentCompany Subsidiary has since January 1, happening or event which takes place at 2019 made any time which is caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship including, without limitation, any alleged failure to warn or any breach of express or implied warranties covering products manufactured or representations with respect to, sold or any such accident, happening or event otherwise involving any Product services rendered by the Company and the Company Subsidiaries that can reasonably be expected to result in a claim or loss. (c) have not expired. Except as set forth on Schedule 3.25Section 4.22(b) of the Company Disclosure Schedule, to the Seller’s Knowledgesince January 1, each Product manufactured2019, sold, leased, or delivered all products sold by the Company and the Business has Company Subsidiaries and all services rendered by the Company and the Company Subsidiaries have been in conformity in all material respects with all applicable material contractual commitments and all express and implied warranties, and neither the Company and the Business have no Liability nor any Company Subsidiary has any existing material liability (and there is no reasonable basis for any present or future proceeding action, suit, charge, proceeding, audit or investigation against any of them it giving rise to any Liabilitysuch liability) for replacement or repair thereof or other damages in connection therewith. No Product manufactured, sold, leased, or delivered by the Company and the Business is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Schedule 3.25 includes copies of the standard terms and conditions of sale or lease for the Company and the Business (containing applicable guaranty, warranty, and indemnity provisions). Except as set forth on Schedule 3.25, the Seller and the Business have no obligation to any person to maintain, modify, improve or upgrade any of the Products. (d) Except as set forth on Schedule 3.25, to the Seller’s Knowledge, the Company and the Business have no material Liability (and there is no basis for any present or future proceeding against any the Company and the Business giving rise to any material Liability) arising out therewith in excess of any injury to individuals or property as a result of warranty reserve specifically established with respect thereto and included in the ownership, possession, or use of any Product manufactured, sold, leased, or delivered by the Company and the BusinessAudited Financial Statements.