Warranties and Product Liability. (a) Except for (i) warranties implied by law and (ii) warranties disclosed in Section 2.11 of the Disclosure Schedule, the Seller has not given or made any warranties in connection with the sale or rental of goods or services on or prior to the Closing, including, without limitation, warranties covering the customer's consequential damages. Neither the Seller nor any of the Shareholders is aware of any state of facts or the occurrence of any event forming the basis of any present claim against the Seller with respect to warranties relating to products manufactured, sold or distributed by the Seller or services performed by or on behalf of the Seller on or prior to the Closing.
(b) To the knowledge of the Seller and each of the Shareholders, there is no state of facts or any event forming the basis of any present claim against the Seller, the Business or the Transferred Assets not fully covered by insurance, except for deductibles and self-insurance retentions, for personal injury or property damage alleged to be caused by products shipped or services rendered by or on behalf of the Seller.
Warranties and Product Liability. (a) Except for (i) warranties implied by law and (ii) warranties disclosed on Schedule 4.24 hereto, Seller has not given or made any warranties in connection with the sale or rental of goods or services in connection with the operation of the Business, including, without limitation, warranties covering the customer's consequential damages. To the Best Knowledge of Seller, there is no known existing state of facts or occurrence of any event forming the reasonable basis of any present claim against Seller with respect to warranties in connection with the operation of the Business relating to products manufactured, sold or distributed by Seller or services performed by or on behalf of Seller in connection with the operation of the Business that could reasonably be expected to materially exceed the reserves therefor.
(b) To the Best Knowledge of Seller, there is no known existing state of facts or any event forming the reasonable basis of any present claim against Seller in connection with the operation of the Business not fully covered by insurance, except for deductibles and self-insurance retentions, for personal injury or property damage alleged to be caused by products shipped or services rendered by or on behalf of Seller in connection with the operation of the Business.
Warranties and Product Liability. Except as set forth on Section 3.8(v) of the Company Disclosure Letter and except as specifically reflected and reserved against in the Company Financials (i) there is no notice, demand, claim, action, suit, inquiry, hearing, proceeding, notice of violation or investigation from, by or before any Government Entity relating to any Company Product or any services provided by the Company, or claim or lawsuit involving a Company Product which is pending or, to the Company’s knowledge, threatened, by any Person, and (ii) there has not been, nor is there under consideration by the Company, any Company Product recall or post-sale warning of a material nature concerning any Company Product. All Company Products comply in all material respects with applicable Legal Requirements, and there have not been and there are no material defects or deficiencies in such Company Products.
Warranties and Product Liability. Subject to any applicable reserve established on the Audited Statement of Net Working Capital, and except as disclosed on Schedule 4(l) of the Disclosure Schedule, each product manufactured, sold or delivered by Imperial has been in conformity with all applicable contractual commitments and all express or implied warranties in all material respects. There is no outstanding Material action, suit, arbitration or other proceeding, or claim, demand, demand letter, lien, notice of noncompliance or violation, or to the Knowledge of the Seller and Imperial, threatened against Imperial, for injury to any person or any property suffered as a result of the manufacture, distribution or sale of any product or material by Imperial, including any claim arising out of the defective or unsafe nature, or allegedly defective or unsafe nature, of any such product or material.
Warranties and Product Liability. (i) there is no notice, demand, claim, action, suit, inquiry, hearing, proceeding, notice of violation or investigation from, by or before any Governmental Entity relating to any Company Product, or claim or lawsuit involving a Company Product which is pending or, to the knowledge of the Company, threatened, by any Person, and (ii) there has not been, nor is there under consideration by the Company, any Company Product recall or post-sale warning of a material nature concerning any Company Product. To the knowledge of the Company, there is no basis for any of the foregoing. All Company Products comply in all material respects with applicable Legal Requirements, and there have not been and there are no material defects or deficiencies in the Company Products.
Warranties and Product Liability. (a) Except for (i) warranties implied by law and (ii) warranties disclosed on Part 4.26 of the Disclosure Schedule, Seller has not given or made any warranties either express or implied in connection with the sale or rental of goods or services, including, without limitation, warranties covering the customer's consequential damages. To the Best Knowledge of Seller and each Escrow Stockholder, and except as set forth in Part 4.26 of the Disclosure Schedule, there is no state of facts or occurrence of any event forming the basis of any present claim against Seller with respect to warranties relating to products produced, manufactured, marketed, sold, transported or distributed by Seller or services rendered or allegedly offered by or on behalf of Seller that could reasonably be expected to materially exceed the reserves therefor.
Warranties and Product Liability. Attached as Section 3.1.39 of the Disclosure Letter hereto is a description of each express warranty, if any, given by each Target with respect to services sold during the past three (3) years and the Purchaser has been provided with a complete and accurate copy of each such warranty. During such three (3) year period, there has been no change in the policies of any Target relative to such warranties or returns and allowances.
Warranties and Product Liability. Seller has previously delivered to Buyer true, correct and complete copies of all outstanding standard product warranties and guaranties given by Company with respect to the Business and true, correct and compete copies of all other product warranties and guaranties now in effect with respect to products manufactured or sold by Company concerning the Business. Except as fully described in Exhibit 4.(n), there are no pending claims or actions against Company for breach of warranty or based upon product liability (whether based on tort or contract principles) and, to the best of Company’s and Seller’s knowledge, no such claims or actions are threatened. There are no defects in craftsmanship, design or engineering with respect to any product now or previously sold or manufactured by Company in the Business which may constitute the basis for any such claim against Company or Buyer.
Warranties and Product Liability. The Company has made available to Parent copies of all material agreements containing outbound warranties with respect to the Company's products and services. Except as set forth in Section 4.21 of the Disclosure Schedule, there are no material claims or proceedings pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries with respect to the quality of or absence of defects in such products or services nor are there any facts known to the Company relating to the quality of or absence of defects in such products or services which, if known by a potential claimant or Governmental Entity, would be reasonably likely to give rise to a material claim or proceeding.
Warranties and Product Liability. (a) Schedule 3.28(a) lists (i) the standard printed warranty used in connection with the sale of products manufactured or sold by the Business; (ii) the customer indemnity form offered in the Business; and (iii) the aggregate value of all credits issued and/or payments made to customers during the period from January 1, 2004 to March 31, 2005 in respect of product quality or performance defects.
(b) Except as set forth in Schedule 3.28(b), as of the date of this Agreement, there are no actions, suits, inquiries, proceedings or, to the Knowledge of the Company, investigations by or before any Governmental Entity pending or, to the Knowledge of the Company, threatened, which relate to the alleged hazardous or toxic nature of any product alleged to have been manufactured or sold by the Company or any of the Subsidiaries of the Company.
