Common use of Warranties; Product Liability Clause in Contracts

Warranties; Product Liability. Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) except as specifically reflected, reserved against in accordance with GAAP or otherwise disclosed on the consolidated balance sheet of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 30, 2015, or incurred since October 30, 2015 in the ordinary course of business, (i) neither the Company nor any of its Subsidiaries has received any written notice of any material suit, action, claim, proceeding or investigation by or before any Governmental Entity relating to any product that is or has been developed, manufactured, marketed, sold or distributed by the Company or any of its Subsidiaries (each, a “Company Product”), including the packaging and advertising related thereto, or any services provided by the Company or any of its Subsidiaries, nor is there any suit, action, claim, proceeding or investigation involving a Company Product pending or, to the knowledge of the Company, threatened by any Person, (ii) there has not been, nor is there under consideration by the Company or any of its Subsidiaries, any recall or post-sale warning of a material nature concerning any Company Product, (iii) there are no pending or, to the knowledge of the Company, threatened claims with respect to any such warranty, and (iv) there are no pending or, to the knowledge of the Company, threatened product liability claims with respect to any Company Product; and (b) since November 1, 2014, there have not been and there are no material defects or deficiencies in such Company Products. None of the Company, any of its Subsidiaries, or, to the knowledge of the Company, its predecessors or Affiliates, has manufactured, sold, distributed, marketed or installed any asbestos or lead-containing products, where the asbestos or lead quantities or qualities in such products would have been in breach in any material respect of the standards permitted by the applicable Law in force during such period Neither the Company nor any of its Subsidiaries has in the last five years received in connection with any product containing asbestos or lead manufactured, sold or distributed by the Company or any of its Subsidiaries notice of any (A) claim or allegation of personal injury, death, or property or economic damages, (B) product recall, (C) claim for punitive or exemplary damages, (D) claim for contribution or indemnification or (E) claim for injunctive relief, in each case, related to asbestos or lead containing products.

Warranties; Product Liability. Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) except Since January 1, 2019 all products and services sold, manufactured, developed, rendered and/or distributed by Company Group have been in conformity in all material respects with all applicable contractual commitments of Company Group, applicable Laws and all express and implied warranties given by Company Group, and Company Group has no material liability for replacement thereof or other damages in connection therewith in excess of amounts covered under Company Group’s products liability insurance. No products or services sold, manufactured, developed, rendered and/or distributed by the Company since January 1, 2019 is subject to any guaranty, warranty or other indemnity by Company Group. (b) Except as specifically reflected, reserved against set forth in accordance with GAAP or otherwise disclosed on the consolidated balance sheet Section 4.10(b) of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 30, 2015, or incurred since October 30, 2015 in the ordinary course of businessDisclosure Schedule, (i) neither there are no, and, since January 1, 2019, there have not been any, actual or alleged design, manufacturing or other defects or malfunctions, latent or otherwise, with respect to any product provided or service performed by Company Group (including by any subcontractor or other agent acting on behalf of Company Group), and (ii) Company Group has no, and has not had any, Liability, and to the Knowledge of Seller, there is no reasonable basis for any present or future claim or Proceeding against Company nor Group giving rise to any Liability, arising out of any injury or damage to any Person or property as a result of any product or the performance of any service by Company Group. (c) Except as set forth in Section 4.10(c) of the Disclosure Schedule, there are no, and since January 1, 2019 there have been no, products sold, manufactured, developed, rendered, and/or distributed by Company Group that are or have been the subject of any product recall (including any action undertaken by Company or one of its Subsidiaries has received any written notice of any material suitcustomers on a voluntary basis), suspension, seizure or market-withdraw or other similar corrective action, claimand Company Group has not been made aware of a recall, proceeding suspension, seizure or investigation market-withdraw or other similar corrective action by any third party based on the failure of a product to meet, or before any Governmental Entity to perform according to, applicable specifications, representations, claims or assertions made by Company Group or applicable Laws. To the Knowledge of Seller, there is no fact relating to any product that is or has been developed, manufactured, marketed, sold or distributed by the Company or any of its Subsidiaries (each, would reasonably be expected to lead to a “Company Product”), including the packaging and advertising related thereto, or any services provided by the Company or any of its Subsidiaries, nor is there any suit, action, claim, proceeding or investigation involving a Company Product pending or, to the knowledge of the Company, threatened by any Person, (ii) there has not been, nor is there under consideration by the Company or any of its Subsidiaries, any recall or post-sale warning of a material nature concerning any Company Product, (iii) there are no pending or, to the knowledge of the Company, threatened claims with respect to any such warranty, and (iv) there are no pending or, to the knowledge of the Company, threatened product liability claims with respect to any Company Product; and (b) since November 1, 2014, there have not been and there are no material defects or deficiencies in such Company Products. None of the Company, any of its Subsidiaries, or, to the knowledge of the Company, its predecessors or Affiliates, has manufactured, sold, distributed, marketed or installed any asbestos or lead-containing products, where the asbestos or lead quantities or qualities in such products would have been in breach in any material respect of the standards permitted by the applicable Law in force during such period Neither the Company nor any of its Subsidiaries has in the last five years received in connection with any product containing asbestos or lead manufactured, sold or distributed by the Company or any of its Subsidiaries notice of any (A) claim or allegation of personal injury, death, or property or economic damages, (B) product recall, (C) claim for punitive voluntary withdrawal or exemplary damages, (D) claim for contribution or indemnification or (E) claim for injunctive relief, in each case, related to asbestos or lead containing productsother similar corrective action.

Warranties; Product Liability. (a) Except as has not had set forth in Schedule 3.29(a), there are no express warranties contained in any contract or would not reasonably be expected agreement relating to havegoods and services of the Company, its Subsidiaries or Chroma. (b) There are no pending, or to the knowledge of the Company threatened, material claims, individually or in the aggregate, a Material Adverse Effectagainst the Company, (a) except as specifically reflectedits Subsidiaries or Chroma for material compensation or penalties by reason of production or distribution errors, reserved against in accordance with GAAP alleged under shipments, defective product or otherwise disclosed or of product in the hands of customers under an understanding that such product would be returnable. Except as set forth in Schedule 3.29(b), the Company, its Subsidiaries and Chroma do not have, nor does the Company know or have reason to believe that there is any basis for alleging, any material liability, damage, loss, cost or expense as a result of any failure to meet any specification with respect thereto, defect or other deficiency (whether of design, materials, workmanship, labeling, instructions or otherwise) ("Material Product Liability") with respect to any product sold or services rendered by or on the consolidated balance sheet behalf of the Company included Company, its Subsidiaries or Chroma, whether such Product Liability is incurred by reason of express warranty (including any warranty of merchantability or fitness), any doctrine of common law (tort, contract or other), any statutory provision or otherwise and irrespective of whether such Material Product Liability is covered by insurance. Except as set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended October 30, 2015, or incurred since October 30, 2015 in the ordinary course of businessSchedule 3.29(b), (i) neither no product sold by the Company nor any of Company, its Subsidiaries has received any written notice of any material suit, action, claim, proceeding or investigation by or before any Governmental Entity relating to any product that is or has been developed, manufactured, marketed, sold or distributed by the Company or any of its Subsidiaries Chroma and (each, a “Company Product”), including the packaging and advertising related thereto, or any services provided by the Company or any of its Subsidiaries, nor is there any suit, action, claim, proceeding or investigation involving a Company Product pending or, ii) to the knowledge of the Company, threatened no product produced for the Company, its Subsidiaries or Chroma by any Personthird party, (ii) there has not been, nor is there under consideration by the Company been recalled or any of its Subsidiaries, any recall or subject to a post-sale warning ("Recall") voluntary or involuntarily since July 30, 1995, no Recall is being considered or investigated by the Company, its Subsidiaries or Chroma, and no Recall has been requested or ordered in writing by any Governmental Authority or consumer group. Schedule 3.29(b) sets forth for each of a material nature concerning any Company Productthe fiscal years 1997, (iii) there are no pending or1998 and 1999, and the current fiscal year, the aggregate amount of claims submitted in writing, or to the knowledge of the CompanyCompany submitted orally, threatened claims with respect to by customers that any such warranty, and (iv) there are no pending or, to the knowledge of the Company, threatened product liability claims with respect to any Company Product; and (b) since November 1, 2014, there have not been and there are no material defects or deficiencies in such Company Products. None of the Company, any of its Subsidiaries, or, to the knowledge of item sold by the Company, its predecessors Subsidiaries or AffiliatesChroma failed to meet any specification with respect thereto or was otherwise defective, has manufacturedand a list of all such claims (showing customer, sold, distributed, marketed or installed any asbestos or lead-containing products, where the asbestos or lead quantities or qualities in such products would have nature of claim and amount) that had not been in breach in any material respect fully resolved as of the standards permitted by the applicable Law in force during such period Neither the Company nor any date of its Subsidiaries has in the last five years received in connection with any product containing asbestos or lead manufactured, sold or distributed by the Company or any of its Subsidiaries notice of any (A) claim or allegation of personal injury, death, or property or economic damages, (B) product recall, (C) claim for punitive or exemplary damages, (D) claim for contribution or indemnification or (E) claim for injunctive relief, in each case, related to asbestos or lead containing productsthis Agreement.

Warranties; Product Liability. Except (a) The Company Products conform with (i) all applicable contractual commitments and all express and implied warranties; (ii) the Company’s and the Company Subsidiaries’, as has not had the case may be, published product specifications and all regulations; and (iii) certification standards and other requirements of any applicable Governmental Entity or third party, in each case, other than warranty claims in the ordinary course of business consistent with past practice and except as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect, (a) except as specifically reflected, reserved against in accordance with GAAP or otherwise disclosed on the consolidated balance sheet of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 30, 2015, or incurred since October 30, 2015 in the ordinary course of business, . (i) neither Neither the Company nor any of its Subsidiaries has have received any written notice of any material suit, action, claim, proceeding proceeding, investigation or investigation inquiry by or before any Governmental Entity relating to any product that is or has been licensed, leased, developed, manufactured, marketed, sold or distributed by the Company or any of its the Company Subsidiaries (each, a “Company Product”), including the packaging and advertising related thereto, or any services provided by the Company or any of its Subsidiaries, nor is there any suit, action, claim, proceeding proceeding, investigation or investigation inquiry involving a Company Product pending or, to the knowledge Knowledge of the Company, threatened by any Person, ; (ii) there has not been, nor is there under consideration by the Company or any of its the Company Subsidiaries, any recall or post-sale warning of a material nature concerning any Company Product, ; (iii) there are no pending or, to the knowledge Knowledge of the Company, threatened claims with respect to any such warrantyproduct warranty except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect; and (iv) there are no pending or, to the knowledge Knowledge of the Company, threatened product liability claims with respect to any Company Product; and Product except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. (bc) since November Since October 1, 20142013, there have not been and there are no material defects or deficiencies in such the Company ProductsProducts that have had or would reasonably be expected to have a Company Material Adverse Effect. None of the Company, any of its Subsidiaries, Subsidiaries or, to the knowledge Knowledge of the Company, its predecessors or Affiliates, has manufactured, sold, distributed, marketed or installed any asbestos or lead-containing products, where the asbestos or lead quantities or qualities in such products would have been in breach in any material respect of the standards permitted by the applicable Law in force during such period period. Neither the Company nor any of its Subsidiaries has in the last five years have received in connection with any product containing asbestos or lead manufactured, sold or distributed by the Company or any of its Subsidiaries notice of any (Ai) claim or allegation of personal injury, death, death or property or economic damages, (Bii) product recall, (C) claim for punitive or exemplary damages, (D) claim for contribution or indemnification or (E) claim for injunctive relief, in each case, related to asbestos or lead containing products.,