Common use of Products Liability Clause in Contracts

Products Liability. Except as set forth in SCHEDULE 2.21 hereto, (i) there is no Claim by or before any Authority against or involving the Corporation or concerning any product manufactured, shipped, sold or delivered by or on behalf of the Corporation which is pending or, to the best knowledge of the Corporation, threatened, relating to or resulting from an alleged defect in design, manufacture, materials or workmanship of any product manufactured, shipped, sold or delivered by or on behalf of the Corporation or any alleged failure to warn, or any alleged breach of implied warranties or representations which would have a Material Adverse Effect, nor is there any valid basis for any such Claim, (ii) to the knowledge of the Corporation, there has not been any Occurrence, (iii) there has not been any Recalls conducted with respect to any product manufactured (or to be manufactured), shipped, sold or delivered by or on behalf of the Corporation, or to the Knowledge of the Corporation any investigation or consideration of or decision made by any person or entity concerning whether to undertake or not undertake, any Recalls and (iv) to the knowledge of the Corporation, there are no material 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 manufactured, shipped, sold or delivered by or on behalf of the Corporation which would have a Material Adverse Effect.

Products Liability. (a) (i) Except as set forth in SCHEDULE 2.21 heretoSection 2.27 or 2.16 of the Seller Disclosure Schedule, (i) there is no Claim by notice, demand, claim, action, suit, inquiry, hearing, proceeding, notice of violation or investigation of a civil, criminal or administrative nature before any Authority court or governmental or other regulatory or administrative agency, commission or authority against or involving the Corporation any product, substance or concerning material (collectively, a "PRODUCT"), or class of claims or lawsuits involving any product manufacturedProduct produced, shipped, distributed or sold or delivered by or on behalf of the Corporation Company or any Subsidiary which is pending or, to the best knowledge of the CorporationSeller, threatened, relating to or resulting from an alleged defect in design, manufacture, materials or workmanship of any product manufacturedProduct produced, shipped, distributed or sold or delivered by or on behalf of the Corporation Company or any Subsidiary, or any alleged failure to warn, or from any alleged breach of implied warranties or representations which would have a Material Adverse Effectrepresentations, nor is there any valid basis for any such Claim, and (ii) to the knowledge of the Corporation, there has not been any Occurrence, (iii) there has not been any Recalls conducted with respect to Occurrence (as defined below). (b) For purposes of this Section 2.27, the term "OCCURRENCE" shall mean any product manufactured (accident, happening or to be manufactured), shipped, sold event which was caused or delivered by or on behalf of the Corporation, or to the Knowledge of the Corporation any investigation or consideration of or decision made allegedly caused by any person alleged hazard or entity concerning whether to undertake or not undertakealleged defect in manufacture, any Recalls and (iv) to the knowledge of the Corporation, there are no material defects in design, manufacturing, materials or workmanship including, without limitation, any alleged failure to warn, warn or any breach of express or implied warranties or representationsrepresentations with respect to, which involve or any product such accident, happening or event otherwise involving, a Product (including any parts or components) manufactured, shippedproduced, distributed or sold or delivered by or on behalf of the Corporation Company or any Subsidiary which would have is likely to result in a Material Adverse Effectclaim or loss.

Products Liability. Except as set forth in SCHEDULE 2.21 hereto, (a) (i) there There is no Claim by notice, demand, claim, action, suit, inquiry, hearing, proceeding, notice of violation or investigation of a civil, criminal or administrative nature before any Authority court or governmental or other regulatory or administrative agency, commission or authority, domestic or foreign, against or involving the Corporation any Product or concerning any product manufactured, shipped, sold or delivered distributed by or on behalf of the Corporation Business, or class of claims or lawsuits involving the same or similar Product or any product distributed by or on behalf of the Business which is pending or, to the best knowledge of the Corporation, or threatened, relating to or resulting from an alleged defect in design, manufacture, materials or workmanship of any Product or any product manufactured, shipped, distributed or sold or delivered by or on behalf of the Corporation Business, or any alleged failure to warn, or from any alleged breach of implied warranties or representations which would have a Material Adverse Effect(collectively, nor is there any valid basis for any such Claim, “Product Liability Lawsuits”); (ii) to the knowledge of the Corporation, there has not been any Occurrence, Occurrence (as hereinafter defined); and (iii) there has not been been, nor is there under consideration or investigation by either Seller, any Recalls Product rework or retrofit (collectively, “Retrofits”) conducted with respect to by or on behalf of either Seller concerning any product manufactured (products manufactured, produced, distributed or to be manufactured), shipped, sold or delivered by or on behalf of the CorporationBusiness. (b) For purposes of this Section 5.26, or to the Knowledge term “Occurrence” shall mean, other than in the ordinary course of the Corporation Business, any investigation accident, happening or consideration of event which takes place at any time which is caused or decision made allegedly caused by any person alleged hazard or entity concerning whether to undertake or not undertakealleged defect in manufacture, any Recalls and (iv) to the knowledge of the Corporation, there are no material defects in design, manufacturing, materials or workmanship including, without limitation, any alleged failure to warn, warn or any breach of express or implied warranties or representationsrepresentations with respect to, which involve or any such accident, happening or event otherwise involving any Product or any product manufactured, shipped, sold or delivered distributed by or on behalf of the Corporation which would have Business (including any parts or components), that is likely to result in a Material Adverse Effectclaim or loss.

Products Liability. (a) Except as set forth in SCHEDULE 2.21 Schedule 2.20 hereto, (i) there is no Claim ------------- by or before any Authority against or involving the Corporation or concerning any product manufactured, shipped, sold or delivered by or on behalf of the Corporation which is pending or, to the best knowledge Knowledge of the Corporation, threatened, relating to or resulting from an alleged defect in design, manufacture, materials or workmanship of any product manufactured, shipped, sold or delivered by or on behalf of the Corporation or any alleged failure to warn, or any alleged breach of implied warranties or representations which would have a Material Adverse Effectrepresentations, nor is there any valid basis for any such Claim, (ii) to the knowledge Knowledge of the Corporation, there has not been any Occurrence, (iii) there has not been any Recalls conducted with respect to any product manufactured (or to be manufactured), shipped, sold or delivered by or on behalf of the Corporation, or to the Knowledge of the Corporation any investigation or consideration of or decision made by any person or entity concerning whether to undertake or not undertake, any Recalls and (iv) to the knowledge Knowledge of the Corporation, there are no material 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 manufactured, shipped, sold or delivered by or on behalf of the Corporation. (b) All manufacturing standards applied, testing procedures used, and product specifications disclosed to customers by the Corporation which would have a Material Adverse Effectcomply in all material respects with all requirements established by any applicable Regulation.

Products Liability. Except as set forth in SCHEDULE 2.21 2.16 hereto, (ia) there is has been no Claim by or before any Authority against or involving any of the Corporation Sellers or concerning any product manufactured, shipped, sold or delivered by or on behalf of in connection with the Corporation which is pending or, to the best knowledge of the Corporation, threatened, Business relating to or resulting from an alleged defect in design, manufacture, materials or workmanship of any product manufactured, shipped, sold or delivered by or on behalf of in connection with the Corporation Business or any alleged failure to warn, or any alleged breach of implied warranties or representations which would have a Material Adverse Effectrepresentations, and, to the best knowledge of the Sellers, none has been threatened nor is there any valid basis for any such Claim, ; (iib) to the best knowledge of the CorporationSellers, there has not been any Occurrence, ; (iiic) there has not been any Recalls Recall conducted with respect to any product manufactured (or to be manufactured), shipped, sold or delivered by or on behalf of the CorporationBusiness, or to the Knowledge of the Corporation any investigation or consideration of or decision made by any person Person or entity Authority concerning whether to undertake or not undertake, any Recalls Recall; and (ivd) to the best knowledge of the CorporationSellers, there are have been no material 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 manufactured, shipped, sold or delivered by or on behalf of the Corporation which would Business. All manufacturing standards applied, testing procedures used, and product specifications disclosed to customers of the Business have a Material Adverse Effectcomplied with all requirements established by any applicable Regulation or Order of any Authority.

Products Liability. Except as set forth in SCHEDULE 2.21 Schedule 4.28 hereto, (ia) there is has been no Claim by or before any Governmental Authority against or involving the Corporation Thane or concerning any product manufactured, shipped, sold or delivered by or on behalf of the Corporation which is pending or, to the best knowledge of the Corporation, threatened, Thane relating to or resulting from an alleged defect in design, manufacture, materials or workmanship of any product manufactured, shipped, sold or delivered by or on behalf of the Corporation Thane or any alleged failure to warn, or any alleged breach of implied warranties or representations which would have a Material Adverse Effectrepresentations, and, to the Knowledge of Thane, none has been threatened nor is there any valid basis for any such Claim, ; (iib) to the knowledge Knowledge of the CorporationThane, there has not been any Occurrence, ; (iiic) there has not been any Recalls recall, rework, post-sale warning or similar action conducted with respect to any product manufactured (or to be manufactured), shipped, sold or delivered by or on behalf of the CorporationThane, or to the Knowledge of the Corporation any investigation or consideration of or decision made by any person Person or entity Governmental Authority concerning whether to undertake or not undertake, any Recalls recalls, reworks, post-sale warnings or similar actions and (ivd) to the knowledge Knowledge of the CorporationThane, there are has been no material defects defect 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 manufactured, shipped, sold or delivered by or on behalf of Thane, in the Corporation which case of clauses (a) through (d) above, that would have a Material Adverse Effectan adverse effect on Thane in excess of $100,000. All manufacturing standards applied, testing procedures used, and product specifications disclosed to customers by Thane have complied in all material respects with all requirements established by any applicable Regulation or Order of any Governmental Authority.