Product Warranties, Defects and Liabilities. Except as set forth in Section 4(aa) of the Disclosure Schedule, each product manufactured, sold, leased, or delivered by Sub 1 or Sub 2 has been in conformity in all material respects with all applicable federal, state, local or foreign laws and regulations, contractual commitments and all express and implied warranties, except where a failure to conform, singly or in the aggregate, would not have a Material Adverse Effect, and, to Seller's Knowledge, neither Sub 1 nor Sub 2 has any liability for replacement or repair thereof or other damages in connection therewith, except for liabilities incurred in the Ordinary Course of Business. Other than guaranties, warranties and indemnities granted in the Ordinary Course of Business (which guarantees, warranties and indemnities would not, individually or in the aggregate, have a Material Adverse Effect), no product manufactured, sold, leased or delivered by Sub 1 or Sub 2 is subject to any guaranty, warranty, or other indemnity beyond their standard terms and conditions of sale or lease for such products. To Seller's Knowledge, neither Sub 1 nor Sub 2 has any material liability arising out of any injury to individuals or property as a result of the ownership, possession or use of any product manufactured, sold, leased, or delivered by Sub 1 or Sub 2 and, to the Knowledge of Seller, there has been no inquiry or investigation made in respect thereof by any Person.
Product Warranties, Defects and Liabilities. There exists no pending or, to the Knowledge of Sellers, threatened action, suit, inquiry, proceeding or investigation by or before any Governmental Authority relating to any product alleged to have been distributed or sold by QS to others, and alleged to have been defective or improperly designed or in breach of any express or implied product warranty and, to the Knowledge of Sellers, there exists no latent defect in the design or manufacture of any of the Products of the Business. There exists no pending or, to the Knowledge of Sellers, threatened product liability or warranty claims relating to the Business outside the Ordinary Course of Business, and to Knowledge of Sellers, there is no basis for any such suit, inquiry, action, proceeding, investigation or claim. Since January 1, 2003, there have not been any product liability or warranty claims that have resulted in a Seller Material Adverse Effect. Schedule 3.17 includes copies of the Customer Contracts containing the standard terms and conditions of sale of the products and services of the Business, except to the extent set forth therein. There are no express or implied product or service warranties relating to the Products or Business, except as may be set forth in the Assumed Contracts or the standard terms and conditions of sale of the products and services of the Business as set forth on Schedule 3.17.
Product Warranties, Defects and Liabilities. Each product sold or delivered by the Company Entities has conformed, in all material respects, with all applicable federal, state, local or foreign laws and regulations, contractual commitments and all express warranties, and the Company Entities do not have any material liability for replacement or repair thereof or other damages arising from or in connection with any product sold or delivered by any Company Entity prior to the Closing Date, except in each case for Liabilities reserved against on the November 28, 2003 Balance Sheet and on the Closing Working Capital Statement or under any contract listed in Section 2.14 of the Company Disclosure Schedule. There is no pending, or to the Company’s knowledge, threatened recall or investigation of any product sold by any Company Entity.
Product Warranties, Defects and Liabilities. Except as set forth on Schedule 5.24 hereto, to the Knowledge of the Company, each product sold or delivered by the Company and its Subsidiaries has been in conformity, in all material respects, with all applicable federal, state, local or foreign laws and regulations, contractual commitments and all express warranties, and the Company and its Subsidiaries do not have any liability for replacement or repair thereof or other damages in connection therewith, except in each case for liabilities reflected on the Latest Balance Sheet (net of warranty reserves as reflected thereon and as determined in accordance with GAAP). To the Knowledge of the Company, no product sold or delivered by the Company and its Subsidiaries is subject to any guaranty, warranty, or other indemnity beyond their standard terms and conditions of sale for such products, all of which standard terms and conditions are disclosed on Schedule 5.24 hereto.
Product Warranties, Defects and Liabilities. Except as set forth on Schedule 4.24 hereto, each product sold or delivered by the Company and its Subsidiaries has been in conformity, in all material respects, with all applicable federal, state, local or foreign laws and regulations, contractual commitments and all express warranties, and the Company and its Subsidiaries do not have any liability for replacement or repair thereof or other damages in connection therewith, except in each case for liabilities reflected on the Latest Balance Sheet. No product sold or delivered by the Company and its Subsidiaries is subject to any guaranty, warranty, or other indemnity beyond their standard terms and conditions of sale for such products, all of which standard terms and conditions are disclosed on Schedule 4.24 hereto.
Product Warranties, Defects and Liabilities. There exists no pending or, to the Knowledge of Seller, 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 US Wireless Sales Business to others, and alleged to have been defective or improperly designed or manufactured or in breach of any express or implied product warranty and there exists no latent defect in the design or manufacture of any of the products of the US Wireless Sales Business designed or manufactured since November 2, 2001 or, to the Knowledge of Seller, prior to such date. There exists no pending or, to the Knowledge of Seller, threatened product liability or warranty claims relating to the US Wireless Sales Business, except to the extent to be reserved for on the face of the Closing Balance Sheet, and to Knowledge of Seller, there is no reasonable basis for any such suit, inquiry, action, proceeding, investigation or claim. Section 3.17(i) of the Seller Disclosure Schedule includes copies of the standard terms and conditions of sale or lease of the products and services of the US Wireless Sales Business (containing applicable guaranty, warranty, and indemnity provisions). Except as set forth in Section 3.17(ii) of the Seller Disclosure Schedule, there are no express product or service warranties relating to the US Wireless Sales Business.
Product Warranties, Defects and Liabilities. Except as set forth on Schedule 3.26, there exists no pending or, to the Knowledge of the Seller, threatened, Action, inquiry, or investigation by or before any Governmental Authority relating to any product alleged to have been manufactured, distributed or sold by the Company or CCI and alleged to have been defective or improperly designed or manufactured or in breach of any express or implied product warranty, and, to the Knowledge of the Seller, there exists no latent defect in the design or manufacture of any of the products of the Business. To the Knowledge of the Seller, there is no factual basis that could result in the recall, withdrawal or suspension by Order of any Governmental Authority of any of the products manufactured and sold by the Business. There exists no pending or, to the Knowledge of the Seller, threatened, product liability or warranty claims against the Company, except to the extent reserved for specifically on the Interim Balance Sheet and to the Knowledge of the Seller, there is no reasonable basis for any such suit, inquiry, Action, proceeding, investigation or claim. Schedule 3.26 sets forth the standard product and service warranties given by the Company in connection with the sale of its products and services, and except as set forth on Schedule 3.26, there are no other express product or service warranties relating to the Company’s products or services.
Product Warranties, Defects and Liabilities. There exists no pending or, to the Knowledge of Seller, threatened action, suit, inquiry, proceeding or investigation by or before any Governmental Authority relating to any product alleged to have been distributed or sold by the Seller to others, and alleged to have been defective or improperly designed or in breach of any express or implied product warranty and there exists no latent defect in the design or manufacture of any of the products of the
Product Warranties, Defects and Liabilities. There exists no pending or, to the Knowledge of Seller, 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 any of the European Sellers to others in connection with the EU Wireless Sales Business, and alleged to have been defective or improperly designed or manufactured or in breach of any express or implied product warranty and there exists no latent defect in the design or manufacture of any products of the EU Wireless Sales Business designed or manufactured since November 2, 2001 or, to the Knowledge of Seller, prior to such date. There exists no pending or, to the Knowledge of Seller, threatened product liability or warranty claims relating to the EU Wireless Sales Business, except to the extent to be reserved for on the face of the Closing Balance Sheet, and to Knowledge of Seller, there is no reasonable basis for any such suit, inquiry, action, proceeding, investigation or claim. Section 3.17(ii) of the EU Disclosure Schedule includes copies of the standard terms and conditions of sale or lease of the products and services of the EU Wireless Sales Business (containing applicable guaranty, warranty, and indemnity provisions). Except as set forth in Section 3.17(iii) of the EU Disclosure Schedule, none of the European Sellers has provided any express product or service warranties relating to the EU Wireless Sales Business.
Product Warranties, Defects and Liabilities. All of the products manufactured, sold, leased, and delivered by CTI have conformed in all material respects with all applicable contractual commitments and all express and implied warranties. Section 3 (u) of the Disclosure Schedule includes copies of the standard terms and conditions of sale or lease for CTI (containing applicable guaranty, warranty, and indemnity provisions). There exists no pending or, to the Knowledge of CTI, threatened product liability or warranty claims relating to the business, except to the extent reserved for on the Final Closing Date Balance Sheet or otherwise set forth on Schedule 3(u) of the Disclosure Schedule, and, to the Knowledge of CTI, there is no reasonable basis for any such suit, inquiry, action, proceeding, investigation or claim.
