Product Liability; Recalls. (a) Except as set forth in the Company SEC Reports filed prior to the date hereof or on Schedule 4.26 of the Company Disclosure Schedule, (i) there is no notice, demand, claim, action, suit, inquiry, hearing, proceeding, notice of violation, or investigation of a civil, criminal, or administrative nature (collectively, "NOTICES") pending, or to the Company's knowledge, threatened before any domestic or foreign Governmental Entity in which a Product is alleged to have a Defect or relating to or resulting from any alleged failure to warn or from any alleged breach of express or implied warranties or representations, nor, to the Company's knowledge, is there any valid basis for any such demand, claim, action, suit, inquiry, hearing, proceeding, notice of violation, or investigation; (ii) no Notice would, if adversely determined, have, individually or in the aggregate, a Material Adverse Effect on the Company; (iii) there has not been any recall, rework, retrofit, or post-sale general consumer warning since the Company Balance Sheet Date (collectively, "RECALLS") of any Product, or, to the Company's knowledge, any investigation or consideration of or decision made by any person concerning whether to undertake or not to undertake any Recalls and neither the Company nor any of its subsidiaries has received any Notice from any domestic or foreign Governmental Entity or any other person in respect of the foregoing; and (iv) there are currently no material defects in design, manufacturing, materials, or workmanship, including, any failure to warn, or any breach of express or implied warranties or representations, which involve any Product that accounts for a material portion of the Company's sales.
Product Liability; Recalls. Except where the failure to comply therewith would not, individually or in the aggregate, be reasonably expected to be material to the Business, the Conveyed Companies and the Purchased Assets, taken as a whole, there is no, nor, to the Knowledge of Seller, is there currently under consideration by the Business, any (a) product recall or (b) safety alert or notifications of defect relating to an alleged lack of safety or regulatory compliance.
Product Liability; Recalls. To Seller’s Knowledge, there has been no accident, happening, or event caused or allegedly caused by any defect in manufacture, design, materials, or workmanship including any failure to warn or any breach of express or implied warranties or representations with respect to any Spinal Product which has resulted in serious injury or death to any Person or material damage to or destruction of property or other material damages. The Spinal Products have conformed in all material respects with all applicable Contracts and all applicable express and implied warranties, the published product specifications of the Business, and all regulations, certification standards, and other requirements of any applicable Governmental Authority or any other agency, association, body, or Person that provides certifications of such products, except in each case as would not have a Material Adverse Effect on the Business. To Seller’s Knowledge, there is no design defect with respect to any Spinal Product. There has been no product recall or post-sale warning conducted by Seller with respect to any Spinal Product. The Spinal Products are sold in accordance with the standard terms and conditions (the “Standard Product Terms”) of Sellers listed on Schedule 3.19. No Spinal Product is subject to any guaranty, warranty, or other indemnity beyond the applicable Standard Product Terms.
Product Liability; Recalls. To the Knowledge of the Company, there has been no accident, happening or event that is caused or allegedly caused by any hazard or defect in manufacture, design, materials or workmanship including any failure to warn or any breach of express or implied warranties or representations with respect to a product manufactured, shipped, sold or delivered by or on behalf of the Company or its Subsidiary, which results in serious injury or death to any person or material damage to or destruction of property or other material consequential damages. There has been no product recall or post-sale warning conducted by the Company or its Subsidiary with respect to any product manufactured, shipped, sold or delivered by or on behalf of the Company or its Subsidiary, which result in serious injury or death to any person or material damage to or destruction of property. Notwithstanding the foregoing, it shall not be considered a breach of this Section 3.21, and Buyer shall not be entitled to indemnification hereunder, to the extent that such accident, happening, event, product recall or post-sale warning is the result of any hazard or defect in the products or components provided to the Company by Buyer or its Subsidiaries.
Product Liability; Recalls. The Company has not received any written demand or claim alleging that any defect in manufacture, design, materials or workmanship including any failure to warn or any breach of express or implied warranties or representations with respect to any Company Product has resulted in serious injury or death to any Person or material damage to or destruction of property. Each Company Product (i) has materially complied with applicable Law and (ii) is and has been fit for the ordinary purposes for which it is intended to be used and conforms to any promises or affirmations of fact made in the warranty or on the label for such product or in connection with its sale, whether through advertising or otherwise, except in each case as would not individually or in the aggregate have a Material Adverse Effect. To the Knowledge of the Company, there is no design defect with respect to any Company Product. Each Company Product contains reasonable warnings, presented in a reasonably prominent manner, in accordance with applicable Law. There has been no product recall or post-sale warning conducted by the Company with respect to any Company Product.
Product Liability; Recalls. To the Company’s Knowledge, there has been no accident, happening or event caused or allegedly caused by any defect in manufacture, design, materials or workmanship including any failure to warn or any breach of express or implied warranties or representations with respect to any Company Product which has resulted in serious injury or death to any Person or material damage to or destruction of property or other material damages. Each Company Product (a) is, and at all relevant times has been in material compliance with applicable Legal Requirements and (b) is, and at all relevant times has been, fit for the ordinary purposes for which it is intended to be used and conforms to any promises or affirmations of fact made in the warranty or on the label for such product or in connection with its sale, whether through advertising or otherwise, except in each case as would not individually or in the aggregate be material to the Company. To the Knowledge of the Company, there is no design defect with respect to any Company Product. Each Company Product contains reasonable warnings, presented in a reasonably prominent manner, in accordance with applicable Legal Requirements material to the Company. There has been no product recall or post-sale warning conducted by the Company with respect to any Company Product.
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Product Liability; Recalls. (a) (i) The Company has not received any written notice, demand, claim, or inquiry (collectively, "NOTICES") and there is no action, suit, hearing, proceeding or investigation, of a civil, criminal or administrative nature pending, or to the Company's knowledge, threatened before any Governmental Entity in which a Product is alleged to have a Defect or relating to or resulting from any alleged failure to warn or from any alleged breach of express or implied warranties or representations, nor, to the Company's knowledge, is there any valid basis for any such demand, claim, action, suit, inquiry, hearing, proceeding, notice of violation or investigation; (ii) no Notice would, if adversely determined, have, individually or in the aggregate, a Material Adverse Effect on the Company; (iii) there has not been any recall, rework, retrofit or post-sale general consumer warning (collectively, "RECALLS") of any Product, or, to the knowledge of the Company, any investigation or consideration of or decision made by any person concerning whether to undertake or not to undertake any Recalls and the Company has received no Notices from any Governmental Entity or any other person in respect of the foregoing; and (iv) there are currently no material Defects in design, manufacturing, materials or workmanship, including, any failure to warn, or any breach of express or implied warranties or representations, which involve any Product that accounts for a material portion of the Company's sales.
Product Liability; Recalls. Since January 1, 2014, except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, (a) each product sold or otherwise delivered by the Company or any of its Subsidiaries has been in material conformity with all applicable contractual commitments and all express and implied warranties, and neither the Company nor any of its Subsidiaries has any liability for replacement or repair of any such products or other damages or other costs in connection therewith, except as set forth in the Company SEC Financial Statements and (b) there have been no product recalls by, or otherwise relating to products manufactured or sold by, the Company or any of its Subsidiaries.
Product Liability; Recalls. There are no product recalls or safety alerts in effect, or, to the Knowledge of Seller, pending or contemplated, with respect to the Business. A list of all product recalls, safety alerts and relating to the Business since September 30, 2013 is set forth on Schedule 3.20 of the Seller Disclosure Letter.
