Products; Product Warranties. (a) A form of each product warranty offered by Seller relating to products manufactured or sold by Seller within the last three years has been delivered to Buyer.
(b) Section 3.24(b) of the Disclosure Memorandum sets forth a true and complete list of (i) all products manufactured, marketed or sold by Seller that have been recalled (other than voluntary customer upgrades) or withdrawn (other than products no longer offered by Seller) whether voluntarily or otherwise, (ii) all proceedings (whether completed or pending) seeking the recall, withdrawal, suspension or seizure of any product sold by Seller; and (iii) all product liability claims against Seller or by Seller under its products liability insurance policy, other than warranty claims in the ordinary course of business.
(c) Except as set forth in Section 3.24(c) of the Disclosure Memorandum, there is no material defect in design, materials, manufacture or otherwise in any products manufactured, distributed or sold by Seller within the past three years, or any material defect in repair to, or replacement of, any such products that would result in claims against Seller in excess of the amount of reserves for warranty claims contained in Seller’s Most Recent Balance Sheet.
(d) Except as set forth in Section 3.24(d) of the Disclosure Memorandum, or except as provided in any of the standard product warranties described in this Section, Seller has not sold any products or services which are subject to an extended warranty beyond thirty-six (36) months and which warranty has not yet expired.
(e) No customer or other person has ever asserted or threatened to assert any material claim against Seller (i) under or based upon any warranty provided by or on behalf of Seller or (ii) under or based upon any other warranty relating to any product sold by Seller or any services performed by Seller. No event has occurred and no condition or circumstance exists, that likely would (with or without notice or lapse of time) directly or indirectly give rise to or serve as a basis for the assertion of any such claim.
Products; Product Warranties. (a) Each product manufactured, sold or delivered by the Company or any Acquired Company since January 1, 2011 in connection with the Business has in all material respects been in conformity with all of the Company’s specifications in respect thereof, and all of the Company’s express and implied warranties made as described in its Service Policies and Procedures Manual (Revision No. 11, effective April 2010 and Revision No. 12, effective May 2013 (with respect to Business products sold following May 2013)) (complete copies of which have been made available to Buyer on the Data Site) in respect thereof (subject only to any reserves set forth in the Reference Balance Sheet as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company and the Acquired Companies in connection with the Business). There are no asserted material claims relating to, and neither the Company nor any Acquired Company has any material liabilities or obligations in respect of (subject only to any reserves set forth in the Reference Balance Sheet as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company and the Acquired Companies in connection with the Business), any products manufactured, sold or delivered by the Company or any Acquired Company in connection with the Business, including the replacement or repair of such products, defective products, breaches of the Company’s warranty relating to such products, or alleged overshipments of such products.
(b) All Material Orders that are presently being undertaken by the Business are materially on time and on budget, and to the Company’s knowledge, no material issues have arisen, or are anticipated to arise, that would reasonably be expected to materially delay or increase the cost of any such Material Order. All of the terms and conditions of each Material Order are contained in the Project Documentation associated with such Material Order, and, except as provided in such Project Documentation, there are no additional agreements or understandings with any Material Order customer that, in exchange for such customer’s business in connection with the Material Order, would require the Business to provide additional goods, services, future discounts or other benefits to such customer.
Products; Product Warranties. (a) No product manufactured, sold or delivered by Altair U.S. or any Seller in connection with the Business is subject to any guaranty (other than any guaranty implied under Law), warranty or other indemnity beyond the standard form(s) of warranty provided by Altair U.S. or the Sellers in connection with the sale of any of their products, copies of which form(s) of warranty have been made available to Buyer on the Data Site. Except as set forth Section 3.21(a) of the Disclosure Schedule, there are no asserted material claims relating to, and, to the Knowledge of the Sellers, neither Altair U.S. nor any Seller has any material liabilities or obligations in respect of (after giving effect to any reserves set forth in the balance sheet included in the Interim Financial Statements as adjusted for the passage of time from the date of the Interim Financial Statements through the Closing Date in accordance with the past custom and practice of Altair U.S. and the Sellers in connection with the Business), any products manufactured, sold or delivered by Altair U.S. or any Seller in connection with the Business, including the replacement or repair of such products, defective products, breaches of warranty relating to such products, or alleged over shipments of such products.
(b) All of the terms and conditions of each Material Systems Project are contained in the Project Documentation associated with such Project, and, except as provided in such Project Documentation, there are no additional agreements or understandings with any Material Systems Project customer that, in exchange for such customer’s business in connection with the Project, would require the Business to provide additional goods, services, future discounts or other benefits to such customer.
Products; Product Warranties. (a) A form of each product warranty relating to products manufactured or sold by Target within the last two years has been delivered to Acquiror.
(b) Section 3.24 of the Target Disclosure Schedule sets forth a true and complete list of (i) all products manufactured, marketed or sold by Target that have been recalled or withdrawn (whether voluntarily or otherwise) and (ii) all proceedings (whether completed or pending) seeking the recall, withdrawal, suspension or seizure of any product sold by Target.
(c) Except as set forth in Section 3.24 of the Target Disclosure Schedule, there is no material defect in design, materials, manufacture or otherwise in any products manufactured, distributed or sold by Target within the past two years, or any material defect in repair to, or replacement of, any such products.
(d) Except as provided in any of the standard product warranties described in this Section, Target has not sold any products or services which are subject to an extended warranty beyond twelve (12) months and which warranty has not yet expired.
(e) No customer or other person has ever asserted or threatened to assert any material claim against Target (i) under or based upon any warranty provided by or on behalf of Target or (ii) under or based upon any other warranty relating to any product sold by Target or any services performed by Target. No event has occurred, and to the Knowledge of Target, no condition or circumstance exists, that likely would (with or without notice or lapse of time) directly or indirectly give rise to or serve as a basis for the assertion of any such claim.
Products; Product Warranties. (a) A form of each product warranty offered by Target relating to products manufactured or sold by Target within the last three years has been delivered to Acquiror.
(b) Section 3.24(b) of the Target Disclosure Schedule sets forth a true and complete list of (i) all products manufactured, marketed or sold by Target that have been recalled (other than voluntary customer upgrades) or withdrawn (other than products no longer offered by Target) whether voluntarily or otherwise, (ii) all proceedings (whether completed or pending) seeking the recall, withdrawal, suspension or seizure of any product sold by Target; and (iii) all product liability claims against Target or by Target under its products liability insurance policy, other than warranty claims in the ordinary course of business.
(c) Except as set forth in Section 3.24(c) of the Target Disclosure Schedule, there is no material defect in design, materials, manufacture or otherwise in any products manufactured, distributed or sold by Target within the past three years, or any material defect in repair to, or replacement of, any such products that would result in claims against Target in excess of the amount of reserves for warranty claims contained in Target's Closing Date Financial Statements.
(d) Except as set forth in Section 3.24(d) of the Target Disclosure Schedule, or except as provided in any of the standard product warranties provided to Acquiror pursuant to this Section, Target has not sold any products or services which are subject to an extended warranty beyond twelve (12) months and which warranty has not yet expired.
(e) No customer or other person has ever asserted or threatened to assert any material claim against Target (i) under or based upon any warranty provided by or on behalf of Target or (ii) under or based upon any other warranty relating to any product sold by Target or any services performed by Target. No event has occurred and no condition or circumstance exists, that likely would (with or without notice or lapse of time) directly or indirectly give rise to or serve as a basis for the assertion of any such claim.
Products; Product Warranties. 5.19.1 A form of each product warranty relating to products manufactured or sold by each Member of the Consolidated Group at any time during the three- year period preceding the date of this Agreement is attached to or set forth in the Company Disclosure Schedule.
5.19.2 The Company Disclosure Schedule sets forth, by Consolidated Group Member, a true and complete list, of (i) all products manufactured, marketed or sold by the Members of the Consolidated Group that have been recalled or withdrawn (whether voluntarily or otherwise) at any time during the past three (3) years and (ii) to the Warranting Parties' Knowledge, all Proceedings (whether completed or pending) at any time during the past three (3) years seeking the recall, withdrawal, suspension or seizure of any product sold by any Consolidated Group Member.
5.19.3 The Warranting Parties have no Knowledge of any material defect in design, materials, manufacture or otherwise in any products manufactured, distributed or sold by any Consolidated Group Member during the past three (3) years, or any defect in repair to, or replacement of, any such products, which defect could give rise to any Material Adverse Effect.
5.19.4 The average annual cost of all product repairs and replacements performed by all Members of the Consolidated Group during the three (3) most recently completed fiscal years, including repairs and replacements prior to customer acceptance, did not exceed $50,000.
5.19.5 Except as provided in any of the standard product warranties described in this Section, no Member of the Consolidated Group has sold any products or services which are subject to an extended warranty of any such Member beyond twelve (12) months and which warranty has not yet expired.
Products; Product Warranties. (a) The Products sold by PDI conform to and meet or exceed the standards required by all applicable Laws now in effect and, to Sellers’ Knowledge (without any inquiry or investigation), there is no imminent legislation, ordinance or regulation relating directly to such Products that, if adopted or enacted, would have a material adverse effect on such Products, the Acquired Assets or the Business. PDI has not received notice of, and Sellers have no Knowledge that, the Products do not conform to and meet or exceed such standards.
Products; Product Warranties. No product manufactured, sold or delivered by any member of the Company Group is subject to any guaranty, warranty, or other indemnity beyond the standard form(s) of warranty provided by such member of the Company Group in connection with the sale of any of its products, copies of which form(s) of warranty are attached hereto as Schedule 6.29. There are no asserted claims relating to any products manufactured, sold or delivered by such member of the Company Group, including the replacement or repair of such products, defective products, breaches of warranty relating to such products, or alleged overshipments of such products.
Products; Product Warranties. (1) A form of each product warranty relating to products manufactured or sold by the Corporation at any time during the three-year period preceding the date of this Agreement is attached to or set forth on SCHEDULE 4.29.
(2) SCHEDULE 4.29 sets forth a true and complete list of (A) all products manufactured, marketed or sold by the Corporation that have been recalled or withdrawn (whether voluntarily or otherwise) at any time during the past three (3) years (for purposes of this paragraph, a product shall have been recalled or withdrawn if substantially all products in a product line or lot were recalled or withdrawn) and (B) all Proceedings (whether completed or pending) at any time during the past three (3) years seeking the recall, withdrawal, suspension or seizure of any product sold by the Corporation.
(3) Except as set forth on SCHEDULE 4.29, to the knowledge of Seller and the Corporation there are no defects in design, materials, manufacture or otherwise in any products manufactured, distributed or sold by the Corporation during the past five (5) years or any defect in repair to any such products which could give rise to any claims in excess of historical warranty expenses; PROVIDED, HOWEVER, that for purposes of this paragraph improvements made to products in the ordinary course of business shall not be interpreted as an indication of the existence of any defects.
(4) The Corporation has made available to Buyer for review all information available to the Corporation regarding all warranty occurrences and all other unreimbursed repair, maintenance and replacement occurrences affecting the Corporation after January 1, 1995.
(5) Except as provided in any of the standard product warranties described in paragraph (a) of this Section and as otherwise set forth on SCHEDULE 4.29, the Corporation has not sold any products or services which are subject to an extended warranty of the Corporation beyond 24 months and which warranty has not yet expired.
Products; Product Warranties. The Company has not experienced any material return or warranty claims other than has been reserved in accordance with U.S. GAAP in the Financial Statements, nor are there any pending or, to the knowledge of the Company, threatened, material return or warranty claims in respect of products sold by the Company and for which the Company may have continuing liability or obligations as of the date hereof. To the Company’s knowledge, the Company has not been informed in writing by any customer that any material order included in the Company’s backlog will be cancelled or terminated prior to its completion
