Product Matters. The Company shall have taken the actions listed under Part A of Schedule 2.2(b)(xviii), and shall have provided evidence reasonably satisfactory to Parent that such actions have been completed.
Product Matters. With respect to the Company Products, the Company does not have any liability, whether based on strict liability, gross negligence, breach of Contract or otherwise, with respect to any product, component or other item designed, manufactured, distributed, assembled, produced, leased or sold by the Company to others, other than standard warranty obligations (to replace, repair, or refund) made by the Company in the Ordinary Course of Business consistent with past practice to the Purchasers of its products. Since January 1, 2016, the Company has not received written notice as to any claim or allegation of any material defect or material failure of any Company Product, of personal injury, death, or property or economic damages, any claim for punitive or exemplary damages, any claim for contribution or indemnification, or any claim for injunctive relief in connection with any Company Product sold or distributed by, or in connection with any service provided by, or based on any error or omission or negligent act in the performance of services by, the Company, and there is no basis for any such claim and no such claim is threatened. Schedule 4.27 completely and correctly describes all such claims since January 1, 2016, together in each case with the date such claim was made, the amount claimed, the disposition or status of such claim (including settlement or judgment amount), and the amount of attorney’s fees incurred in connection with such claim. The Company has not had a recall of any Company Products.
Product Matters. (a) No Proceeding has been filed or commenced during the five (5) years immediately preceding the Closing by any Governmental Authority against Seller alleging that any Business Product is defective or unsafe or fails to meet any standards promulgated by any such Governmental Authority. During the five (5) years immediately preceding the Closing, none of the Business Products has been the subject of any replacement, modification or recall campaign by Seller and, to the Knowledge of Seller, no facts or conditions related to any product exist which would reasonably be expected to result in such a campaign.
Product Matters. To the extent permitted by Applicable Laws (including Antitrust Laws) in the Company’s reasonable determination, the Company shall keep Parent informed on a reasonably current basis of, and, with respect to clauses (ii) through (v), use reasonable best efforts to consult with Parent prior to taking any action in respect of, (i) any material development (including the occurrence of any serious adverse event) relating to any Product, (ii) any material change to any study protocol, (iii) any material change to a manufacturing plan or process, (iv) any material change to a development timeline and (v) any material change to promotional or marketing materials or activities relating to any Product; provided, however, the Company’s obligation, actions or inactions pursuant to this Section 6.01(c) shall be deemed excluded for purposes of determining whether the condition set forth in clause “(f)” of Annex A has been satisfied.
Product Matters. Without limiting the generality of Section 3.10 and except as set forth on Section 3.11 of the Company Disclosure Letter:
Product Matters. (a) All instances of Product Warranty Claims of the Company involving amounts in excess of $2,000 per occurrence that have occurred and for which notice has been received by the Company since inception are listed on Schedule 4.17 hereto.
Product Matters. The Disclosure Schedule describes: (a) any obligation or liability of either Seller in excess of $10,000 which is based upon any express or implied warranty relating to any product produced, sold or shipped by either Seller since January 1, 1995; and (b) any product recall or any other obligation or liability of either Seller which is based upon death, disease or injury to Person or property relating to any product produced, sold or shipped by either Seller since January 1, 1995.
Product Matters. 21 3.21 Nondisclosure and Noncompete Agreements....................21 3.22 Products...................................................21 3.23 Pricing....................................................22 3.24 Dealers/Distributors.......................................22 3.25 Transactions with Related Parties.........................22 3.26
Product Matters. 33 5.26 Disclosure........................................................................... 34 5.27 Due Diligence........................................................................ 34 5.28 No Other Representations or Warranties; Schedules.................................... 34 Article VI REPRESENTATIONS AND WARRANTIES OF THE LLC UNITHOLDERS................................ 34
Product Matters. (a) All instances of product warranty claims for any products produced, distributed, sold or shipped by the Company prior to the Closing Date ("Product Warranty Claims") involving amounts in excess of five thousand dollars ($5,000) per occurrence that have occurred or for which notice has been received by the Company since January 1, 2002 are listed on Schedule 5.25(a).
