Common use of Products; Product Warranties Clause in Contracts

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products manufactured, marketed or sold by Seller that have been recalled (other than voluntary customer upgrades) or withdrawn (other than products no longer offered by Seller) whether voluntarily or otherwise, (ii) all proceedings (whether completed or pending) seeking the recall,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) A form of each product warranty offered by Seller relating to products manufactured or sold by Seller within at any time during the last three years three-year period preceding the date of this Agreement has been delivered to Buyerthe Purchaser. (b) Section 3.24(b) of the Disclosure Memorandum Schedule 4.19 sets forth a true and complete list of (iA) 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) at any time during the past three (3) years (for purposes of this paragraph, a product shall have been recalled or withdrawn if all or a substantial number of products in a product line were recalled or withdrawn) and (iiB) all proceedings 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 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) on Schedule 4.19, Seller is not aware of the Disclosure Memorandum, there is no material any defect in design, materials, manufacture or otherwise in any products manufactured, distributed or sold by Seller within during the past three years, (3) years or any material defect in repair to, or replacement of, to any such products that would result in which could give rise to any claims against Seller in excess of historical warranty expenses; provided, however, that for purposes of this paragraph improvements made to products in the amount ordinary course of reserves for warranty claims contained in Seller’s Most Recent Balance Sheetbusiness shall not be interpreted as an indication of the existence of any defects. (d) Except as set forth in Section 3.24(d) on Schedule 4.19, the warranty expenses and other unreimbursed repair, maintenance and replacement expenses incurred by Seller for the 12 months ending on the last day of the Disclosure Memorandummonth immediately preceding the Closing Date will not exceed (as a percentage of sales) the average annual amount of such expenses for the three years ending December 31, or except 2004, and Seller have no knowledge of any circumstances which are likely to cause such warranty and other expenses to increase in the future. (e) Except as provided in any of the standard product warranties described in paragraph (a) of this SectionSection and as otherwise set forth on Schedule 4.19, Seller has not sold any products or services which are subject to an extended warranty of Seller beyond thirty-six twelve (3612) 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) A form of each product warranty offered by Seller relating to products manufactured or sold by Seller within and relating to the last three years Business at any time during the two year period preceding the date of this Agreement has been delivered to Buyer. (b) Section 3.24(bSchedule 4.26(b) of the Disclosure Memorandum sets forth a true and complete list of (iA) all products manufactured, marketed or sold by Seller and relating to the Business that have been recalled (other than voluntary customer upgrades) or withdrawn (other than products no longer offered by Seller) 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 all or a substantial number of products in a product line were recalled or withdrawn) and (iiB) all proceedings 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 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 businessBusiness. (c) Except as set forth in Section 3.24(c) on Schedule 4.26(c), neither Seller nor the Shareholder are aware of the Disclosure Memorandum, there is no material any defect in design, materials, manufacture or otherwise in any products manufactured, distributed or sold by Seller within the Business during the past three years, (3) years or any material defect in repair to, or replacement of, to any such products that would result in which could give rise to any claims against Seller in excess of historical warranty expenses; provided, however, that for purposes of this paragraph improvements made to products in the amount ordinary course of reserves for warranty claims contained in Seller’s Most Recent Balance Sheetbusiness shall not be interpreted as an indication of the existence of any defects. (d) Except as set forth on Schedule 4.26(d), neither Seller nor the Shareholder have Knowledge of any circumstances which are likely to cause the Seller’s historical pattern of warranty expenses to increase materially in Section 3.24(dthe future. (e) of the Disclosure Memorandum, or except Except as provided in any of the standard product warranties described in paragraph (a) of this SectionSection and as otherwise set forth on Schedule 4.26(e), Seller has not sold any products or services which are subject to an extended warranty of Seller beyond thirty-six twelve (3612) 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) A form of each product warranty offered by Seller relating to products manufactured or sold by Seller within the last three years Business Products at any time during the two (2) year period preceding the date of this Agreement has been delivered provided or made available to Buyer. (b) Section 3.24(bSchedule 4.25(b) of the Disclosure Memorandum Schedules sets forth a true and complete list of (iA) all products Business Products manufactured, marketed or sold by a Seller that have been recalled (other than voluntary customer upgrades) or withdrawn (other than products no longer offered by Seller) whether voluntarily or otherwise) at any time during the past two (2) years (for purposes of this Section 4.25(b), a Business Product shall have been recalled or withdrawn if all or a substantial number of products in a product line were recalled or withdrawn) and (iiB) all proceedings Proceedings (whether completed or pending) at any time during the past two (2) years 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 businessBusiness. (c) Except as set forth in Section 3.24(con Schedule 4.25(c) of the Disclosure MemorandumSchedules, there is no neither any Seller nor the Stockholder are aware of any material defect in design, materials, manufacture or otherwise in any products Business Products manufactured, distributed or sold by Seller within the Business during the past three years, (3) years or any material defect in repair to, or replacement of, to any such products that would result in Business Products which could give rise to any claims against Seller in excess of historical warranty expenses; provided, however, that for purposes of this paragraph improvements made to Business Products in the amount ordinary course of reserves for warranty claims contained in Seller’s Most Recent Balance Sheetbusiness shall not be interpreted as an indication of the existence of any material defects. (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 paragraph (a) of this SectionSection 4.25 and as otherwise set forth on Schedule 4.25(d) of the Disclosure Schedules, no Seller has not sold any products or services which are subject to an extended warranty of such Seller beyond thirty-six twelve (3612) 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) A a The form of each product warranty offered by Seller relating to products manufactured or sold by Seller within and relating to the last Business that is currently in use and, to Seller's knowledge, was in use at any time during the three years (3) year period preceding the date of this Agreement has been delivered to Buyerthe Purchaser. (b) Section 3.24(b) of the Disclosure Memorandum b Schedule 4.19 sets forth a true and complete list of (iA) all products manufactured, marketed or sold by Seller and relating to the Business that have been recalled (other than voluntary customer upgrades) or withdrawn (other than products no longer offered by Seller) 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 all or a substantial number of products in a product line were recalled or withdrawn) and (iiB) all proceedings 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 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 businessBusiness. (c) c Except as set forth in Section 3.24(c) on Schedule 4.19, Seller is not aware of the Disclosure Memorandum, there is no material any defect in design, materials, manufacture or otherwise in any products manufactured, distributed or sold by Seller within the Business during the past three years, (3) years or any material defect in repair to, or replacement of, to any such products that would result in which could give rise to any claims against Seller in excess of historical warranty expenses; provided, however, that for purposes of this paragraph improvements made to products in the amount ordinary course of reserves for warranty claims contained in Seller’s Most Recent Balance Sheetbusiness shall not be interpreted as an indication of the existence of any defects. (dd The warranty expenses and other unreimbursed repair, maintenance and replacement expenses actually incurred by the Business for the 12 months ending December 31, 2000 did not exceed (as a percentage of sales) the annual average of such expenses for the most immediate three preceding years, and Seller has no knowledge of any circumstances which are likely to cause such warranty and other expenses (as a percentage of sales) to increase in the future. (e 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 paragraph (a) of this SectionSection and as otherwise set forth on Schedule 4.19, Seller has not sold any products or services which are subject to an extended warranty of Seller beyond thirty-six twelve (3612) 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.