Products, Services and Authorizations. (a) Each Product designed, manufactured, repaired or serviced by the Company has been designed, manufactured, repaired or serviced in accordance with (i) the specifications under which the Product is normally and has normally been manufactured, and (ii) to the best Knowledge of the Company the provisions of all applicable laws, policies, guidelines and any other governmental requirements.
(b) Schedule 4.20(b) sets forth (i) a list of all Products which at any time have been recalled, withdrawn or suspended by the Company, whether voluntarily or otherwise, including the date recalled, withdrawn or suspended and a brief description of all completed or pending proceedings seeking the recall, withdrawal, suspension or seizure of any Product, (ii) a brief description of all completed or pending proceedings seeking the recall, withdrawal, suspension or seizure of any Product, and (iii) a list of all regulatory letters received by the Company or the Company Stockholders or any of its agents relating to the Company or any of the Products or the Company’s establishments.
(c) There exists no set of facts which could reasonably be expected to furnish a basis for the recall, withdrawal or suspension of any product registration, product license, repair or overhaul license, manufacturing license, wholesale dealers license, export license or other license, approval or consent of any governmental or regulatory authority with respect to the Company or any of the Products.
(d) There are no claims existing or to the Knowledge of the Company threatened under or pursuant to any warranty, whether express or implied, on products or services sold by the Company. There are no claims existing and to the Knowledge of the Company there is no basis for any claim against the Company for injury to persons, animals or property as a result of the sale, distribution or manufacture of any product or performance of any service by the Company, including, but not limited to, claims arising out of the defective or unsafe nature of its products or services. The Company has full and adequate insurance coverage for products liability claims against it.
Products, Services and Authorizations. (a) Schedule 3.20(a) sets forth a list of Products developed by Seller. Each such product has been designed, manufactured, or serviced in accordance with (i) the specifications set forth in the manuals for such product, and (ii) the provisions of all applicable laws, policies, guidelines and any other governmental requirements.
(b) Except as set forth in Schedule 3.20(a), there are no claims existing or, to the Knowledge of Seller, threatened under or pursuant to any warranty, whether express or implied, on Products or services sold by Seller. There are no claims existing and, to the Knowledge of Seller, there is no basis for any claim against Seller for injury to Persons or property as a result of the sale, distribution, development or manufacture of any product or performance of any service by Seller, including claims arising out of the defective or unsafe nature of its products or services.
Products, Services and Authorizations. (a) To the Knowledge of the Company, since January 1, 2015, no Product sold or Service rendered by the Company has been sold or rendered other than in accordance in all material respects with the provisions of all applicable Legal Requirements.
(b) Company Schedule 3.20(b) sets forth (i) a list of all Products and Services which, at any time since January 1, 2015, have been withdrawn or suspended by the Company as a result of any action, proceeding or order binding on the Company initiated or issued by a Governmental Authority; (ii) a brief description of such actions, proceedings or orders; and (iii) a list of all letters received by the Company or the Sellers from a Governmental Authority related to such actions, proceedings or orders.
(c) Company Schedule 3.20(c) hereto sets forth a list of all material authorizations, consents, approvals, franchises, licenses and permits required by any Person (other than a Governmental Authority) for the operation of the business of the Company as presently operated (the “Other Person Authorizations”). All of the Other Person Authorizations have been duly issued or obtained and are in full force and effect, and the Company is in compliance in all material respects with the terms of all the Other Person Authorizations. To the Knowledge of the Company, the Company has no reason to believe that the Other Person Authorizations will not be renewed by the appropriate Person in the ordinary course consistent with past practice.
Products, Services and Authorizations. (a) To the Knowledge of the Company, since January 1, 2012, no Product sold or Service rendered by the Company has been sold or rendered other than in accordance in all material respects with the provisions of all applicable Legal Requirements, policies, guidelines and any other requirements and regulations of all Governmental Authorities.
(b) Schedule 3.23(b) sets forth (i) a list of all Products and Services which at any time since January 1. 2014, have been withdrawn or suspended by the Company, as a result of any governmental or regulatory action, proceeding or order binding on the Company or the Business; (i) a brief description of all completed or pending governmental or regulatory proceedings seeking the withdrawal or suspension of any Product or Service; and (ii) a list of all regulatory letters received by the Company or the Seller or any of their agents relating to the Company or any of the Products or Services.
(c) To the Knowledge of the Company, there is no basis for withdrawal or suspension of any Product registration, Product license or other license, approval or consent of any Governmental Authority with respect to the Company or any of the Products.
(d) The Company has not and, to the Knowledge of the Company, its employees, representatives or agents, and, to the Knowledge of the Company, the Other Parties, have not, made any marketing or advertising claims, statements or representations that any such Person knows or has reason to believe is or was false, and has no knowledge of any claim against the Company that arises from or that relates to any marketing or advertising claims, statements or representations made by the Company, any of its employees, representatives or agents related to the Products, Services or the Business.
(e) Schedule 3.23(e) hereto sets forth a list of all authorizations, consents, approvals, franchises, licenses and permits required by any Person (other than a Governmental Authority) for the operation of the business of the Company as presently operated (the “Other Person Authorizations”). All of the Other Person Authorizations have been duly issued or obtained and are in full force and effect, and the Company is in compliance in all material respects with the terms of all the Other Person Authorizations. To the Knowledge of the Company, the Company has no reason to believe that the Other Person Authorizations will not be renewed by the appropriate Person in the ordinary course.
Products, Services and Authorizations. (a) Each Product designed, manufactured, repaired or serviced by Buyer has been designed, manufactured, repaired or serviced in accordance with (i) the specifications under which the Product is normally and has normally been manufactured, and (ii) the provisions of all applicable laws, policies, guidelines and any other governmental requirements.
(b) There exists no set of facts which could reasonably be expected to furnish a basis for the recall, withdrawal or suspension of any product registration, product license, repair or overhaul license, manufacturing license, wholesale dealers license, export license or other license, approval or consent of any governmental or regulatory authority with respect to Buyer or any of the Products.
(c) There are no claims existing or threatened under or pursuant to any warranty, whether express or implied, on products or services sold by Buyer. There are no claims existing and there is no basis for any claim against Buyer for injury to persons, animals or property as a result of the sale, distribution or manufacture of any product or performance of any service by Buyer, including, but not limited to, claims arising out of the defective or unsafe nature of its products or services. Buyer has full and adequate insurance coverage for products liability claims against it.
Products, Services and Authorizations. (a) Each product designed, manufactured, repaired or serviced by the Company has been designed, manufactured, repaired or serviced in accordance with (i) the specifications under which the product is normally and has normally been manufactured, and (ii) the provisions of all applicable Laws.
(b) Schedule 3.19(b) sets forth, in each case since January 1, 2011, (i) a list of all products which have been recalled, withdrawn or suspended by the Company, whether voluntarily or otherwise, including the date recalled, withdrawn or suspended and a brief description of all completed or pending proceedings seeking the recall, withdrawal, suspension or seizure of any product; (ii) a brief description of all completed or pending proceedings seeking the recall, withdrawal, suspension or seizure of any product; and (iii) a list of all regulatory letters received by the Company or any of its agents relating to the Company or any of the products or the Company’s establishments.
(c) To the Seller’s Knowledge, there exists no set of facts which would reasonably be expected to furnish a basis for the recall, withdrawal or suspension of any product registration, product license, repair, or overhaul license, manufacturing license, wholesale dealers license, export license or other license, approval or consent of any Governmental Authority or regulatory authority with respect to the Company or any of its products.
(d) Except as set forth on Schedule 3.19(d), there are no claims existing or, to the Seller’s Knowledge, threatened under or pursuant to any warranty, whether express or implied, on products or services sold by the Company. There are no claims existing and there is no reasonable basis for any claim against the Company for injury to persons, animals or property as a result of the sale, distribution or manufacture of any product or performance of any service by the Company, including, but not limited to, claims arising out of the defective or unsafe nature of its products or services. The Company has commercially reasonable insurance coverage for products liability claims against it.
Products, Services and Authorizations. (i) To Sellers' Knowledge, each product distributed by the Company has been distributed in accordance with the provisions of all applicable laws, policies, guidelines and any other governmental requirements.
(ii) There are no claims existing or threatened under or pursuant to any warranty, whether express or implied, on products sold by each Seller. There are no claims existing and there is no basis for any claim against the Sellers for injury to persons, animals or property as a result of the sale or distribution of any product by the Sellers, including, but not limited to, claims arising out of the defective or unsafe nature of its products. Each Seller has full and adequate insurance coverage for products liability claims against it.
(iii) Set forth on Schedule 8(v)(iii) is a list of all authorizations, consents, approvals, franchises, licenses and permits required by any Person (other than a Governmental Authority) for the operation of the business of the Sellers as presently operated (the "Other Person Authorizations"). All of the Other Person Authorizations have been duly issued or obtained and are in full force and effect, and each Seller is in compliance with the terms of all the Other Person Authorizations. The Sellers have no knowledge of any facts which could be expected to cause them to believe that the Other Person Authorizations will not be renewed by the appropriate Person in the ordinary course. Each of the Other Person Authorizations may be assigned and transferred to the Buyer in accordance with this Agreement and each will continue in full force and effect thereafter, in each case without (i) the occurrence of any breach, default or forfeiture of rights thereunder, or (ii) the consent, approval, or act of, or the making of any filings with, any Person.
Products, Services and Authorizations. (a) Schedule 3.20(a) sets forth a list of Products developed by the Company. Each such product has been designed, manufactured, or serviced in accordance with (1) the specifications set forth in the manuals for such product, and (2) the provisions of all applicable laws, policies, guidelines and any other governmental requirements.
(b) Except as set forth in Schedule 3.20(a), there are no claims existing or, to the Knowledge of the Company, threatened under or pursuant to any warranty, whether express or implied, on Products or services sold by the Company. There are no claims existing and, to the Knowledge of the Company, there is no basis for any claim against the Company for injury to Persons or property as a result of the sale, distribution, development or manufacture of any product or performance of any service by the Company, including claims arising out of the defective or unsafe nature of its products or services.
Products, Services and Authorizations. (a) There are no claims existing or, to the Knowledge of the Seller, threatened under or pursuant to any warranty, whether express or implied, on products or services sold by the Business. There are no claims existing and, to the knowledge of Seller, there is no basis for any claim against the Seller for injury to persons, animals or property as a result of the sale, distribution or manufacture of any product or performance of any service by the Seller, including, but not limited to, claims arising out of the defective or unsafe nature of its products or services.
(b) Set forth on Schedule 3.19(b) is a list of all authorizations, consents, approvals, franchises, licenses and permits required by any Person (other than a Governmental Authority) for the operation of the Business as presently operated (the “Other Person Authorizations”). All of the Other Person Authorizations have been duly issued or obtained and are in full force and effect, and the Seller is in compliance in all material respects with the terms of all the Other Person Authorizations except where the failure would not have a material adverse effect on the Business. To the Knowledge of the Seller, the Other Person Authorizations can be renewed by the appropriate Person in the ordinary course. Except as set forth on Schedule 3.19(b), each of the Other Person Authorizations may be assigned and transferred to the Buyer in accordance with this Agreement and will continue in full force and effect thereafter, in each case without (i) the occurrence of any breach, default or forfeiture of rights thereunder, or (ii) the consent, approval, or act of, or the making of any filings with, any Person.
Products, Services and Authorizations. (a) Each Product designed, manufactured, repaired or serviced by Company has been designed, manufactured, produced, repaired or serviced in accordance with (i) the specifications in place at the time of such Products' design, manufacture, repair or service, and (ii) the material provisions of all applicable laws, policies, guidelines and any other governmental requirements in place at the time of such Products' design, manufacture, repair or service.
(b) Schedule 3.20(b) sets forth (i) a list of all Products which at any time have been recalled, withdrawn or suspended by Company, whether voluntarily or otherwise, including the date recalled, withdrawn or suspended and a brief description of all completed or pending proceedings seeking the recall, withdrawal, suspension or seizure of any Product, (ii) a brief description of all completed or pending proceedings seeking the recall, withdrawal, suspension or seizure of any Product, and (iii) a list of all regulatory letters received by Company or any of the Owners or any of their agents relating to Company or any of the Products.
(c) There exists no set of facts which could reasonably be expected to furnish a basis for the recall, withdrawal or suspension of any product registration, product license, repair or overhaul license, manufacturing license, wholesale dealers license, export license or other license, approval or consent of any governmental or regulatory authority with respect to Company or any of the Products.
(d) Except up to the dollar amount set forth on Schedule 3.20(d), there are no claims existing or, to the Knowledge of Company and the Owners, threatened under or pursuant to any warranty, whether express or implied, on products or services sold by Company. There are no claims existing and there is no basis for any claim against Company for injury to Persons, animals or property as a result of the sale, distribution or manufacture of any product or performance of any service by Company, including, but not limited to, claims arising out of the defective or unsafe nature of its products or services. Company has commercially reasonable insurance coverage for products liability claims against it.
(e) Set forth on Schedule 3.20
