Product Warranty; Product Liability. (a) Except as set forth on Company Disclosure Schedule 4.23, the products produced, sold or delivered by the Company in conducting the Business have been in all material respects in conformity with all product specifications and all applicable Laws. To the Company’s Knowledge, the Company has no material Liability for damages in connection therewith or any other customer or product obligations not reserved against on the Balance Sheet.
Product Warranty; Product Liability. Each product being manufactured by the Company and its Subsidiaries is being manufactured in conformity with all product specifications. Neither the Company nor any Subsidiary has any liability for damages caused by use of any such products or other damages in connection therewith or any other customer or product obligations.
Product Warranty; Product Liability. (a) Except as set forth on Schedule 5.30(a) of the Disclosure Schedule, each product manufactured, sold or delivered by the Company or any of the Subsidiaries in conducting the Business has been in conformity with all product specifications and all express and implied warranties. Neither the Company nor any of the Subsidiaries has any liability for replacement or repair of any such products or other damages in connection therewith or any other customer or product obligations not reserved against on the Balance Sheet. Neither the Company nor any of the Subsidiaries has sold any products or delivered any services that included a warranty for a period of longer than 18 months.
Product Warranty; Product Liability. Except as otherwise set forth in Section 3.2(w) of the Disclosure Schedule: (i) there exists no (A) latent defect in the design or manufacture of any of the products of the Business, or (B) pending or, to the Knowledge of LPT, threatened action, suit, inquiry, proceeding or investigation by or before any Governmental Authority relating to any product alleged to have been manufactured, distributed or sold by the Business to others, and alleged to have been defective or improperly designed or manufactured or in breach of any express or implied product warranty; (ii) there exists no pending or, to the Knowledge of LPT, threatened product liability claims, except to the extent reserved for on the face of the Latest Balance Sheet; (iii) to the Knowledge of LPT, there is no reasonable Basis for any such suit, inquiry, action, proceeding, investigation or claim; and (iv) in the three (3) year period prior to the Closing Date, there have been no recalls relating to products manufactured or sold by LPT, and there are no pending, or, to LPT’s Knowledge, threatened recalls relating to products manufactured, distributed or sold by LPT. LPT has provided to the Buyer copies of all material terms and conditions of all express product warranties for products sold by LPT prior to the Closing which are binding upon LPT immediately following the Closing. The expense incurred by LPT to satisfy product warranty claims did not exceed $20,000 in the aggregate in either of the 2015 or 2014 fiscal years.
Product Warranty; Product Liability. (a) All of the products produced, sold, licensed, designed or delivered by any of the Acquired Companies or any Subsidiary of any Acquired Company at any time prior to the Closing (the “Products”) and the services performed by any of the Acquired Companies or any Subsidiary of any Acquired Company at any time prior to the Closing (the “Services”) have conformed in all material respects with all applicable contractual commitments and all applicable express and implied warranties, and no Acquired Company or any Subsidiary of any Acquired Company has any liability for replacement or repair thereof or other damages in connection with Services or Products sold at any time prior to the Closing in excess of the reserve for product warranty claims set forth on the face of the Company Financial Statements (or in any notes thereto) as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Acquired Companies. All Products sold at any time prior to the Closing by any of the Acquired Companies or any Subsidiary of any Acquired Company comply in all material respects with all industry and trade association standards and legal requirements, if any, applicable to such Products, including consumer product, manufacturing, labeling, quality and safety laws of the United States, each state thereof and each other jurisdiction (including foreign jurisdictions) in which any of the Acquired Companies or any Subsidiary of any Acquired Company sells the Products. The warranty reserves on the Company Financial Statements are reasonable based on past experience and have been accrued in accordance with GAAP applied on a consistent basis. Except as set forth on Section 3.26(a)(i) of the Disclosure Schedule, none of the Acquired Companies nor any of the Subsidiaries of the Acquired Companies is aware of any facts or circumstances which, given the passage of time, could result in a claim against the Acquired Companies or any of their Subsidiaries for the breach of any contractual commitment or express or implied warranty that is applicable to any Products or Services sold at any time prior to the Closing by any of the Acquired Companies or any of their respective Subsidiaries. Section 3.26(a)(ii) of the Disclosure Schedule sets forth the standard warranty terms applicable to those Products offered for sale or sold by the Acquired Companies or any of their Subsidiaries prior to the Closing that are still under warranty by t...
Product Warranty; Product Liability. (a) Since December 31, 2009, neither the Company nor any Company Subsidiary has received any written claim with respect to the respective businesses of the Company and the Company Subsidiaries that remains pending from any customer alleging that any of the products manufactured, sold, leased or delivered by the Company or the Company Subsidiaries has not conformed in all material respects with applicable contractual commitments or express and implied warranties or has requested repair or replacement thereof, in each case, that could reasonably be expected to result in a liability of the Company or any Company Subsidiary in excess of the reserve for such items in the Company Financial Statements. Section 5.20(a) of the Company Disclosure Schedule sets forth the standard warranty terms of the standard form customer Contract used, as of the date hereof, by the Company and the Company Subsidiaries and any material sales undertakings by the Company and the Company Subsidiaries entered into since December 31, 2009 with terms materially less favorable to the Company or any Company Subsidiary for which the Company or any Company Subsidiary could reasonably have continuing material liability in excess of the reserves for such matters set forth in the Company Financial Statements as of the date hereof.
Product Warranty; Product Liability. (a) Each Product manufactured, sold or delivered by Seller in conducting the Business has been in conformity with all product specifications and all express and implied warranties. Seller has no liability for replacement or repair of any such Products or other damages in connection therewith or any other product obligations greater than the amount reserved therefor and expressly taken into account in the calculation of any adjustment to the Purchase Price pursuant to Section 3.2. Seller has not sold any Products or delivered any services that included a warranty for a period of longer than one (1) year.
Product Warranty; Product Liability. (a) During the eighteen (18) months prior to the date hereof, neither Seller nor either Company has received any written claim with respect to the Solar Business that remains pending from any customer alleging that any of the products manufactured, sold, leased or delivered by the Companies has not conformed in all material respects with applicable contractual commitments or express and implied warranties or has requested repair or replacement thereof, in either case, that could reasonably result in a Liability (including those under the German Act on Product Liability (Produkthaftungsgesetz)) of the Companies in excess of the reserve for such items in the 2009 Unaudited Financial Statements or, once delivered, the 2009 Audited Financial Statements once delivered. Schedule 7.13 sets forth the standard warranty terms of the standard form customer Contract used, as of the date hereof, by the Companies and any material sales undertakings by the Companies entered into within the eighteen (18) months prior to the date hereof with terms materially less favorable to the Companies for which the Companies could reasonably have continuing material liability.
Product Warranty; Product Liability. (a) Each product developed, manufactured, tested, distributed or marketed by or on behalf of ADES or its Subsidiaries has been in conformity, in all material respects, with all product specifications and all express and implied warranties except as would not reasonably be expected to have, individually or in the aggregate, a material adverse impact on ADES and its Subsidiaries, taken as a whole. To the Knowledge of ADES, neither ADES nor its Subsidiaries has material liability for replacement or repair of any such products or other damages in connection therewith or any other material customer or product obligations not reserved against ADES Balance Sheet.
Product Warranty; Product Liability. (a) Except as reserved for in the most recent financial statements included in the Company SEC Reports, the Company and its Subsidiaries do not have any material liability to any customer for any product manufactured, sold or delivered or service provided by the Company or any of its Subsidiaries prior to the date hereof. Each product manufactured, sold, leased or delivered by the Company and its Subsidiaries, except as reserved for in the most recent financial statements included in the Company SEC Reports, has been in material conformity with all applicable contractual specifications and all express warranties made by the Company and its Subsidiaries.
