Common use of Products; Product Warranties Clause in Contracts

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) Each product manufacturedThe Products are, sold or delivered by the Company or any Acquired Company and since January 1, 2011 2018 have been, (i) properly manufactured in connection accordance with applicable Law, (ii) of good and merchantable quality and condition, (iii) shipped in interstate commerce in accordance with the Business has in all material respects been applicable Laws, and (iv) in conformity with all of the Company’s specifications in respect thereof, and all of the Company’s express and implied warranties. Seller and, to the Knowledge of Seller, the suppliers and subcontractors of Seller are, compliant with all applicable Laws. (b) Seller has made available to Buyer the standard terms and conditions of sale for all the Products (containing applicable guaranty, warranty and similar indemnity provisions). None of the Products is or has been found to be misbranded or labeled in a manner contrary to applicable Laws or that is, or could reasonably be construed to be, false or misleading. (c) Since January 1, 2017, Seller has not voluntarily or involuntarily initiated, conducted or issued, or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, or other notice or action relating to an alleged lack of safety or regulatory compliance of any of the Products. (d) No warranties made as described in its Service Policies and Procedures Manual (Revision No. 11, effective April 2010 and Revision No. 12, effective May 2013 (have been given with respect to Business products sold following May 2013)) (the Products and Services other than those for which complete and correct copies of which have been made available to Buyer on the Data SiteBuyer, and no oral warranties have been given or made other than those described in Section 4.24(d) 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 Disclosure Letter. Seller has not received any warranty claims, has no warranty claims pending, and, to the Knowledge of Seller, has not been threatened with any warranty claims under any Contract, and there is no basis for any such claim. Seller has not received any warranty claims, has no warranty claims pending, and, to the Acquired Companies Knowledge of Seller, has not been threatened with any warranty claims under any Contract, and there is no basis for any such claim, in connection with the Business). each instance, relating to Seller Products or Services for aggregate amounts in excess of Twenty Thousand Dollars ($20,000) per quarter. (e) 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 defects in the Reference Balance Sheet as adjusted for the passage design or manufacture of time through the Closing Date in accordance with the past custom and practice any of the Company and the Acquired Companies products of Seller. Seller has not received any written notice of a claim against Seller alleging a design or manufacturing defect in connection with the Business), any products manufacturedof Seller, sold or delivered by the Company or in each case, excluding 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 all requests for product returns in the Project Documentation associated ordinary course consistent with such Material Order, and, except as provided in such Project Documentation, past experience of Seller and there are is 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 customerbasis therefor.

Products; Product Warranties. (a) Each The form of 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 productsproducts manufactured or sold by Seller and relating to the Business that is currently in use and, or alleged overshipments to Seller’s knowledge, was in use at any time during the three (3) year period preceding the date of such productsthis Agreement has been delivered to the Purchaser. (b) All Material Orders Schedule 4.19 sets forth a true and complete list of (A) all products manufactured, marketed or sold by Seller and relating to the Business that are presently being undertaken 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 all or a substantial number of products in a product line 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 the Business. (c) Except as set forth on Schedule 4.19, Seller is not aware of any defect in design, materials, manufacture or otherwise in any products manufactured, distributed or sold by the Business are materially on time during the past three (3) 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. (d) The warranty expenses and on budgetother 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 to the Company’s knowledge, Seller has no material issues have arisen, or are anticipated to arise, that would reasonably be expected to materially delay or increase the cost knowledge of any circumstances which are likely to cause such Material Order. All warranty and other expenses (as a percentage of the terms and conditions of each Material Order are contained sales) to increase in the Project Documentation associated with such Material Order, and, except future. (e) Except as provided in such Project Documentationany of the standard product warranties described in paragraph (a) of this Section and as otherwise set forth on Schedule 4.19, there Seller has not sold any products or services which 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 subject to provide additional goods, services, future discounts or other benefits to such customeran extended warranty of Seller beyond twelve (12) months and which warranty has not yet expired.