Common use of Products, Services and Authorizations Clause in Contracts

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 (b) Schedule 4.20(b) sets forth (i) a list of all Products which at any time have been recalled, withdrawn or suspended by the Company, whether voluntarily or otherwise, including the date recalled, withdrawn or suspended and a brief description of all completed or pending proceedings seeking the recall, withdrawal, suspension or seizure of any Product, (ii) a brief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) Each Product designed, manufactured, repaired or serviced by the Company 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) to the best Knowledge of the Company the provisions of all applicable laws, policies, guidelines and any other governmental requirements. (b) Schedule 4.20(b5.20(b) sets forth (i) a list of all Products which at any time have been recalled, withdrawn or suspended by the CompanyBuyer, 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 Buyer or the Company Stockholders Parent or any of its agents relating to the Company Buyer or any of the Products or the CompanyBuyer’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 Buyer 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 CompanyBuyer. There are no claims existing and to the Knowledge of the Company there is no basis for any claim against the Company 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 the CompanyBuyer, including, but not limited to, claims arising out of the defective or unsafe nature of its products or services. The Company Buyer has full and adequate insurance coverage for products liability claims against it.

Products, Services and Authorizations. (a) Each Product product designed, manufactured, repaired or serviced by the Company or its Subsidiary has been designed, manufactured, repaired or serviced in accordance with (i) the specifications under which the Product product is normally and has normally been manufactured, and (ii) to the best Knowledge of the Company the provisions of all applicable lawsLaws, policies, guidelines and any other governmental requirements. (b) Schedule 4.20(b4.24(b) sets forth (i) a list of all Products products which at any time have been recalled, withdrawn or suspended by the CompanyCompany or its Subsidiary, 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 Productproduct, (ii) a brief description of all completed or known pending proceedings seeking the recall, withdrawal, suspension or seizure of any Productproduct, and (iii) a list of all regulatory letters received by the Company or the Company Stockholders its Subsidiary or any of its agents or Affiliates relating to the Company or its Subsidiary or any of the Products products or the Company’s or its Subsidiary’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 Company, its Subsidiary or any of the Productstheir products. (d) There are no claims existing or or, to the Knowledge knowledge of the Company Company, threatened under or pursuant to any warranty, whether express or implied, on products or services sold by the CompanyCompany or its Subsidiary. There are no claims existing and to the Knowledge of the Company there is no basis for any claim against the Company or its Subsidiary 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 CompanyCompany or its Subsidiary, including, but not limited to, claims arising out of the defective or unsafe nature of its products or services. The Company has and its Subsidiary have full and adequate insurance coverage for products liability claims against itthem.

Products, Services and Authorizations. (a) Each Product designed, manufactured, repaired or serviced sold by the Company (i) has been designed, manufactured, repaired or serviced and is properly and accurately documented and such documentation includes accurate data to produce the Product’s bills of materials and manufacturing instructions; and (ii) has been designed and manufactured in all material respects in accordance with (ix) the specifications under in place at the time of such Product’s design and manufacture (which the Product is normally and has normally been manufacturedspecifications do not contain any material errors), and (iiy) to the best Knowledge of the Company the material provisions of all applicable lawsApplicable Law, policies, guidelines and any other governmental requirementsrequirements in place at the time of such Product’s design and manufacture. (b) Section 3.23(b) of the Disclosure Schedule 4.20(b) sets forth (i) a list of all Products which at any time have been recalled, withdrawn or suspended by the CompanyCompany (or any Affiliate thereof with respect to the Business) in the last two (2) years, 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, suspended. (ii) a brief description of all completed or pending proceedings within the last two (2) years seeking the recall, withdrawal, suspension or seizure of any Product, and (iii) a list of all regulatory letters received by the Company or within the Company Stockholders or any of its agents last two (2) years relating to the Company Company, the Business or any of the Products or the Company’s establishmentsProducts. (c) There To the Company’s Knowledge, 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 any the Company or any of the Products. (d) There are no claims existing or to the Knowledge Except as set forth on Section 3.23(d) of the Company threatened under Sellers’ Disclosure Schedule, (i) in the past three (3) years, there have been no material claims asserted in writing in connection with or pursuant to any warranty, whether express or implied, on products or services sold by the Company. There are no claims existing and Company (or otherwise relating to the Knowledge of the Company there is no basis for any claim Business) against the Company (or any Affiliate thereof with respect to the Business) for injury to persons, animals Persons 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 commercially reasonable insurance coverage for products liability claims against it. (e) Set forth on Section 3.23(e) of the Disclosure Schedule is a list of all material authorizations, consents, approvals, franchises, licenses and permits required by any self-regulatory organization, trade or professional association, standards board or other similar organization (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 by the Company (and not any Affiliate thereof) and, to the Company’s Knowledge, are in full force and effect, and the Company is in compliance with the material terms of all the Other Person Authorizations. To the Company’s Knowledge, there are no facts which could be expected to cause any of them to believe that the Other Person Authorizations will not be renewed by the appropriate Person in the ordinary course. (f) None of the Products manufactured by the Company or under contract to be manufactured on behalf of the Company contain columbite-tantalite (coltan), cassiterite, gold, wolframite or the derivatives tantalum, tin and tungsten, without regard to the location of origin (the “Conflict Minerals”). To the Company’s Knowledge, none of the Conflict Minerals used in any Product manufactured by the Company or under contract to be manufactured for the Company have been sourced from the Democratic Republic of Congo or any adjourning country.

Products, Services and Authorizations. (a) Each Product designed, manufactured, repaired repaired, or serviced by the Company has been designed, manufactured, repaired 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 guidelines, and any other governmental requirements. (b) Schedule 4.20(b3.21(b) sets forth (i) a list of all Products which at any time have been recalled, withdrawn withdrawn, or suspended by the Company, whether voluntarily or otherwise, including the date recalled, withdrawn withdrawn, or suspended and a brief description of all completed or pending proceedings seeking the recall, withdrawal, suspension suspension, or seizure of any Product, ; (ii) a brief description of all completed or pending proceedings seeking the recall, withdrawal, suspension 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 withdrawal, or suspension of any product registration, product license, repair repair, or overhaul license, manufacturing license, wholesale dealers license, export license license, or other license, approval 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 animals, or property as a result of the sale, distribution 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. (e) Set forth on Schedule 3.21(e) 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 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 with the terms of all the Other Person Authorizations. Neither the Company nor any Member has any 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 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. (ai) Each Product designed, manufactured, repaired or serviced by the Company Corporation or a Subsidiary 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 in all material respects, the provisions of all applicable laws, policies, guidelines and any other governmental requirements. (bii) Schedule 4.20(b) The Disclosure Letter sets forth (i) a list of all Products which at any time have been recalled, withdrawn or suspended by the CompanyCorporation or a Subsidiary, 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 suspensions 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 Corporation, a Subsidiary or any of its their respective agents relating to the Company Corporation or a Subsidiary or any of the Products or the Company’s establishmentsProducts. (ciii) 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 Corporation, a Subsidiary or any of the Products. (div) There are no material 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 CompanyCorporation or a Subsidiary. There are no claims existing and to the Knowledge of the Company there is no basis for any claim against the Company Corporation or a Subsidiary 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 CompanyCorporation, including, but not limited to, claims arising out of the defective or unsafe nature of its products or services. The Company Corporation and each of its Subsidiaries has full and adequate insurance coverage for products liability claims against it. (v) Set forth in the Disclosure Letter is a list of all authorizations, consents, approvals, franchises, licenses and permits required by any Person (other than a Governmental Entity) for the operation of the business of the Corporation and its Subsidiaries 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 Corporation and each of its Subsidiaries is in compliance with the terms of all the Other Person Authorizations. The Corporation has no knowledge of any facts which could be expected to cause it to believe that the Other Person Authorizations will not be renewed in the ordinary course. Each of the Other Person Authorizations will continue in full force and effect after the Effective Time, 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 the Company since December 31, 1997 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(b3.21(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, since December 31, 1997, 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 establishmentsProducts. (c) There To the Knowledge of the Company, there exists no set of facts which could reasonably be expected to furnish a basis for the recall, withdrawal or suspension of any product, 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 or, to the Knowledge of the Company 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. (e) Set forth on Schedule 3.21(e) 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 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 with the terms of all the Other Person Authorizations. The Company has does not have any knowledge of any facts which could reasonably be expected to cause it 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 will continue in full force and adequate insurance coverage for products liability claims against iteffect after the Closing, 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 sold or serviced distributed by or on behalf of the Company has been designed, manufactured, repaired sold or serviced distributed 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(b3.21(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 Seller or any of its agents relating to the Company or any of the Products or the Company’s '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, distribution 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. (e) Neither the Company nor any of its Affiliates have any written agreements with copackers or other manufacturing or bottling facilities and arrangements for the manufacturing and bottling of all beverages distributed by the Company or its Affiliates remain in full force and effect for the benefit of the Company and that each copacker or bottler of such beverages has and shall continue to have and provide the Company with sufficient capacity to produce and/or bottle, as applicable, such quantities of such beverages as may be required for the Company to meet such income goals as are set forth in Appendix A which, if met, would permit the receipt by Seller of the maximum amounts permitted under such appendix in respect of each of the years set forth therein. (f) No distributor, licensee, copacker, bottler or other entity performing services or distributing beverages with any of the Trademark is in breach of any agreement concerning such services nor is currently or has in the past engaged in any action or omission whatsoever which would constitute an infringement of any of the Trademarks. (g) All right, title and interest in and to each of the Trademarks will be assigned, transferred and conveyed to the Buyer or designated Company free and clear of all liens, claims or other encumbrances or such wholly-owned subsidiary of the Company as shall be designated by Buyer and all action necessary to evidence and effectuate such transfer, conveyance, sale and transfer has been properly commenced in each applicable jurisdiction and Seller shall take and cause Svetcom, Ltd. and the estate of Guenther Steinwender to take any further action, at his sole cost anx xxxxxxx, xx xxxxxxte properly such transfer. It shall be the Buyer's responsibility to properly register the Trademarks after transfer by the Seller.

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(b3.21(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 Seller or any of its agents relating to the Company or any of the Products or the Company’s '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. (e) Set forth on Schedule 3.21(e) 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 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 with the terms of all the Other Person Authorizations. Neither the Company nor any of the Shareholders has any 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 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.