Common use of Warranties; Product Liability Clause in Contracts

Warranties; Product Liability. Except as specifically reflected, reserved against in accordance with GAAP or otherwise disclosed on the consolidated balance sheet of Seller included in Seller’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, or incurred since December 31, 2016 in the ordinary course of business, (a) neither Seller nor any of its Subsidiaries has received any written notice of any material Action or violation by or before any Governmental Entity relating to any Seller Product, including the packaging and advertising related thereto, or any services provided by Seller or any of its Subsidiaries, nor is there any Action involving a Seller Product pending or, to the Knowledge of Seller, threatened by any Person, (b) there has not been, nor is there under consideration by Seller or any of its Subsidiaries, any recall of a Seller Product or post-sale warning of a material nature concerning any Seller Product , (c) there are no pending or, to the Knowledge of Seller, threatened claims with respect to any such warranty which would reasonably be expected to be material to Seller or any Subsidiary or the Business, and (d) there are no material pending or, to the Knowledge of Seller, threatened product liability claims with respect to any Seller Product and no such claims have been settled or adjudicated. The Business and all Seller Products comply in all material respects with applicable governmental authorizations and Laws, and to the Knowledge of Seller, there have not been and there are no material defects or deficiencies in such Seller Products.

Warranties; Product Liability. Except as specifically reflected, reserved against described in accordance with GAAP or otherwise disclosed on Section 4.25 of the consolidated balance sheet of Seller included in Seller’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, or incurred since December 31, 2016 in the ordinary course of businessCompany Disclosure Schedules, (ai) neither Seller nor any of its Subsidiaries has received any written there is no notice, demand, claim, action, suit, inquiry, hearing, Proceeding, notice of any material Action violation or violation investigation from, by or before any Governmental Government Entity relating to any Seller Product, product (including the packaging and advertising related thereto) designed, formulated, manufactured, processed, sold or any services provided placed in the stream of commerce by Seller the Company or any of its SubsidiariesSubsidiaries (a “Product”), nor is there any Action or claim or lawsuit involving a Seller Product which is currently pending or, to the Knowledge of Sellerthe Company, threatened threatened, by any Person, and (bii) there has not been, nor is there under consideration by Seller the Company or any of its Subsidiaries, any Product recall of a Seller Product or post-sale warning of a material nature conducted by or on behalf of the Company or any of its Subsidiaries concerning any Seller Product , (c) there are no pending or, to the Knowledge of Seller, threatened claims with respect to any such warranty which would reasonably be expected to be material to Seller or any Subsidiary or the Business, Product. All Products complied and (d) there are no material pending or, to the Knowledge of Seller, threatened product liability claims with respect to any Seller Product and no such claims have been settled or adjudicated. The Business and all Seller Products comply in all material respects with applicable governmental authorizations and Laws, and to the Knowledge of Seller, there have not been and there are no material defects or deficiencies in such Seller Products. Each Product sold and delivered by the Company and its Subsidiaries since January 1, 2008 has conformed in all material respects with all applicable Contractual commitments and all express and implied warranties, are free from significant defects in workmanship and materials, and conform in all material respects with standards for products of that type and none of the Company nor any of its Subsidiaries has any material liability (and, to the Knowledge of the Company, there is no basis for any assertion of liability) for replacement or repair thereof or other damages in connection therewith, subject only to wear and tear in the ordinary course of business and reserves in the Financial Statements for product warranty claims and claims of damaged or defective products from customers or the Company and its Subsidiaries.