Common use of Product Warranty and Product Liability Clause in Contracts

Product Warranty and Product Liability. Schedule 3.20 contains true, correct and complete copies of each of Company's and the Subsidiaries' standard product warranty or warranties (as hereinafter defined) in effect as of the date of this Agreement. Schedule 3.20 sets forth a true, correct and complete list of customer complaints for each of the four (4) preceding fiscal years. Schedule 3.20 contains a description of all product liability claims and similar Litigation relating to products manufactured or sold, or services rendered, which are presently pending or which, to VENA's knowledge, are threatened (whether or not covered by insurance). There are no defects in design, construction or manufacture of Products manufactured since January 1, 2000 which would materially adversely affect performance or create an unusual risk of injury to persons or property. None of the Products manufactured since January 1, 2000 has been the subject of any replacement, field fix, retrofit, modification or recall campaign by Company or any of the Subsidiaries and, to VENA's knowledge, no facts or conditions exist which could reasonably be expected to result in such a recall campaign. The Products have been designed and manufactured so as to meet and comply with all publicly available governmental standards and specifications in effect when they were designed or manufactured. The Products manufactured since January 1, 2000 have received all governmental approvals necessary to allow their sale and use. None of the Products manufactured, installed, fabricated, sold, supplied, produced, distributed, released, marketed or disposed of within Mexico, in each case prior to the Closing Date, by Company or any of the Subsidiaries contains or has contained or includes or has included asbestos in any manner or respect; provided, however, that VENA makes no representation or warranty with respect to (i) any claims alleging exposure to Products that contain or include, or have contained or included, asbestos that are brought in any jurisdiction other than Mexico and (ii) the subsequent manufacture, installation, fabrication, sale, supply, production, distribution, release, marketing, disposal or other use of the Products, or any exposure in connection therewith, outside of Mexico by any third parties. As used in this Section 3.20, the term "

Product Warranty and Product Liability. Schedule 3.20 contains true, correct and complete copies of each of Company's and the Subsidiaries' standard product warranty or warranties (as hereinafter defined) in effect as of the date of this Agreement. Schedule 3.20 sets forth a true, correct and complete list copy of customer complaints Company’s standard warranty or warranties for sales of Products (as defined below) and, except as stated therein, there are no warranties, commitments or obligations with respect to the return, repair or replacement of Products. Schedule 3.20 sets forth the estimated aggregate annual cost to Company of performing warranty obligations for customers for each of the four two (42) preceding fiscal yearsyears and the current fiscal year to the date of the Recent Balance Sheet. Schedule 3.20 contains a description of all product liability claims and similar Litigation relating to products manufactured or sold, or services rendered, which are presently pending or whichwhich to Company’s or any Seller’s knowledge are threatened, to VENA's knowledgeor which have been asserted or commenced against Company within the last two (2) years, are threatened in which a party thereto either requests injunctive relief or alleges damages (whether or not covered by insurance). There are no defects in design, construction or manufacture of Products manufactured since January 1, 2000 which would materially adversely affect performance or create an unusual risk of injury to persons or property. None of the Products manufactured since January 1, 2000 has been the subject of any replacement, field fix, retrofit, modification or recall campaign by Company or any of the Subsidiaries and, to VENA's Company’s or any Seller’s knowledge, no facts or conditions exist which could reasonably be expected to result in such a recall campaign. The Products have been designed and manufactured so as to meet and comply with all publicly available governmental standards and specifications currently in effect when they were designed or manufacturedeffect. The Products manufactured since January 1, 2000 Such products have received all governmental approvals necessary to allow their sale and use. None of the Products manufactured, installed, fabricated, sold, supplied, produced, distributed, released, marketed or disposed of within Mexico, in each case prior to the Closing Date, by Company or any of the Subsidiaries contains or has contained or includes or has included asbestos in any manner or respect; provided, however, that VENA makes no representation or warranty with respect to (i) any claims alleging exposure to Products that contain or include, or have contained or included, asbestos that are brought in any jurisdiction other than Mexico and (ii) the subsequent manufacture, installation, fabrication, sale, supply, production, distribution, release, marketing, disposal or other use of the Products, or any exposure in connection therewith, outside of Mexico by any third parties. As used in this Section 3.20, the term "“Products” means any and all products currently or at any time previously manufactured, distributed or sold by Company, or by any predecessor of Company under any brand name or ▇▇▇▇ under which products are or have been manufactured, distributed or sold by Company.

Product Warranty and Product Liability. Schedule 3.20 contains true, correct and complete copies The Company has no express standard warranty with respect to the sale of each of Company's and the Subsidiaries' standard product warranty or warranties its Products (as hereinafter defined) in effect as of the date of this Agreementdefined below). Schedule 3.20 sets forth 4.20 contains a true, correct and complete list copy of customer complaints those warranty or warranties for sales of Products incorporated in the standard terms and conditions imposed by General Electric and ▇▇▇▇▇ & Whitney and, except as stated therein, there are no warranties, commitments or obligations with respect to the return, repair or replacement of Products except those specified in the Uniform Commercial Code as enacted in the relevant jurisdictions and under such jurisdictions' Common Law. Schedule 4.20 sets forth the estimated aggregate annual cost to Company of performing warranty obligations for customers for each of the four three (43) preceding fiscal yearsyears and the current fiscal year to the date of the Recent Business Balance Sheet. Schedule 3.20 4.20 contains a description of all product liability claims and similar Litigation relating to products Products manufactured or sold, or services rendered, which are presently pending or whichwhich to Company's or any Shareholder's knowledge are threatened, to VENAor which have been asserted or commenced against Company within the last three (3) years, in which a party thereto either requests injunctive relief or alleges damages. To the best of Company's knowledge, are threatened (whether or not covered by insurance). There knowledge there are no defects in design, construction or manufacture of Products manufactured since January 1, 2000 which would materially adversely affect performance or create an unusual risk of injury to persons or property. None of the Products manufactured since January 1, 2000 has been the subject of any replacement, field fix, retrofit, modification or recall campaign by requiring the Company or any of the Subsidiaries to incur costs with respect thereto and, to VENACompany's or any Shareholder's knowledge, no facts or conditions exist which could reasonably be expected to result in such a recall campaign. The Products have been designed and manufactured so as to meet and comply with all publicly available governmental customer standards and specifications in effect when they were designed or manufactured. The Products manufactured since January 1, 2000 have received all governmental approvals necessary to allow their sale and use. None at time of the Products manufactured, installed, fabricated, sold, supplied, produced, distributed, released, marketed or disposed of within Mexico, in each case prior to the Closing Date, by Company or any of the Subsidiaries contains or has contained or includes or has included asbestos in any manner or respect; provided, however, that VENA makes no representation or warranty with respect to (i) any claims alleging exposure to Products that contain or include, or have contained or included, asbestos that are brought in any jurisdiction other than Mexico and (ii) the subsequent manufacture, installation, fabrication, sale, supply, production, distribution, release, marketing, disposal or other use of the Products, or any exposure in connection therewith, outside of Mexico by any third parties. As used in this Section 3.204.20, the term "Products" means any and all products currently or at any time previously manufactured, distributed or sold by Company prior to the Closing Date.

Product Warranty and Product Liability. Schedule 3.20 3.21 contains a true, correct correct, and complete copies of each copy of Company's and the Subsidiaries' standard product warranty or warranties for sales of Products (as hereinafter defineddefined below) and, except as stated in effect as Schedule 3.21, there are no warranties, commitments, or obligations with respect to the return, repair, or replacement of the date of this AgreementProducts. Schedule 3.20 3.21 sets forth a true, correct and complete list the aggregate annual cost to Company of customer complaints performing warranty obligations for customers for each of the four three (43) preceding fiscal yearsyears and the current fiscal year to the date of the Recent Balance Sheet. Schedule 3.20 3.21 contains a description of all product liability claims and similar Litigation relating to products Products manufactured or sold, or services rendered, rendered which are presently pending or whichpending, or, to VENAManagement's knowledgeKnowledge, are threatened threatened, or which have been asserted or commenced against Company within the last ten (10) years, in which a party thereto either requests injunctive relief or alleges damages in excess of $50,000 (whether or not covered by insurance). There Except as set forth in Schedule 3.21, to Management's Knowledge, there are no defects in design, construction construction, or manufacture of Products manufactured since January 1, 2000 which would materially adversely affect performance or create an unusual risk of injury to persons or property. None Except as set forth in Schedule 3.21, none of the Products manufactured since January 1, 2000 has been the subject of any replacement, field fix, retrofit, modification or recall campaign by Company or any of the Subsidiaries and, to VENAManagement's knowledgeKnowledge, no facts or conditions exist which could reasonably be expected to result in such a recall campaign. The To Management's Knowledge, the Products have been designed designed, manufactured, and manufactured labelled so as to meet and comply with all publicly available governmental standards and specifications currently in effect when they were designed or manufactured. The Products manufactured since January 1effect, 2000 and have received all governmental approvals necessary to allow their sale and use. None of the Products The term "Products" means any and all products currently or at any time previously manufactured, installed, fabricated, sold, supplied, produced, distributed, released, marketed or disposed of within Mexico, in each case prior to the Closing Date, sold by Company or any of the Subsidiaries contains or has contained or includes or has included asbestos in any manner or respect; provided, however, that VENA makes no representation or warranty with respect to (i) any claims alleging exposure to Products that contain or includeCompany, or by any predecessor of Company, under any brand name or ▇▇▇▇ under which products are or have contained or includedbeen manufactured, asbestos that are brought in any jurisdiction other than Mexico and (ii) the subsequent manufacture, installation, fabrication, sale, supply, production, distribution, release, marketing, disposal or other use of the Productsdistributed, or any exposure in connection therewith, outside of Mexico sold by any third parties. As used in this Section 3.20, the term "Company.

Product Warranty and Product Liability. Schedule 3.20 4.20 contains true, correct and complete copies of each of Company's and the Subsidiaries' standard product warranty or warranties (as hereinafter defined) in effect as of the date of this Agreement. Schedule 3.20 sets forth a true, correct and complete list copy of customer complaints Company's standard warranty or warranties for sales of Products (as defined below) and, except as stated therein, there are no warranties, commitments or obligations with respect to the return, repair or replacement of Products. Schedule 4.20 sets forth the estimated aggregate annual cost to Company of performing warranty obligations for customers of the Business for each of the four two (42) preceding fiscal yearsyears and the current fiscal year to the date of the Recent Division Balance Sheet. Schedule 3.20 4.20 contains a description of all product liability claims and similar Litigation relating to products Products manufactured or sold, or services rendered, which are presently pending or whichwhich to Company's knowledge are threatened, to VENA's knowledgeor which have been asserted or commenced against the Company in connection with its operation of the Business within the last two (2) years, are threatened in which a party thereto either requests injunctive relief or alleges damages in excess of Twenty-Five Thousand United States Dollars and No/100 (U.S. $25,000) (whether or not covered by insurance). There are no defects in design, construction or manufacture of Products manufactured since January 1, 2000 which would materially adversely affect performance or create an unusual risk of injury to persons or property. None of the Products manufactured since January 1, 2000 has been the subject of any replacement, field fix, retrofit, modification or recall campaign by Company or any of the Subsidiaries and, to VENACompany's knowledge, no facts or conditions exist which could reasonably be expected to result in such a recall campaign. The Products have been designed and manufactured so as to meet and comply with all publicly available applicable governmental standards and specifications currently in effect when they were designed or manufactured. The Products manufactured since January 1effect, 2000 and have received all governmental approvals necessary to allow their sale and use. None of the Products manufactured, installed, fabricated, sold, supplied, produced, distributed, released, marketed or disposed of within Mexico, in each case prior to the Closing Date, by Company or any of the Subsidiaries contains or has contained or includes or has included asbestos in any manner or respect; provided, however, that VENA makes no representation or warranty with respect to (i) any claims alleging exposure to Products that contain or include, or have contained or included, asbestos that are brought in any jurisdiction other than Mexico and (ii) the subsequent manufacture, installation, fabrication, sale, supply, production, distribution, release, marketing, disposal or other use of the Products, or any exposure in connection therewith, outside of Mexico by any third parties. As used in this Section 3.204.20, the term "Products" means any and all products currently or at any time previously manufactured, distributed or sold by the Business, or by any predecessor of the Business under any brand name or ▇▇▇▇ under which products are or have been manufactured, distributed or sold by Company in or through the Business.

Product Warranty and Product Liability. Schedule 3.20 3.24 contains true, correct and complete copies of each of Company's and the Subsidiaries' standard product warranty or warranties (as hereinafter defined) in effect as of the date of this Agreement. Schedule 3.20 sets forth a true, correct and complete list copy of customer complaints Company's standard warranty or warranties for sales of Products, and, except as stated therein, there are no warranties, commitments or obligations with respect to the return, repair or replacement of Products. Schedule 3.24 sets forth the estimated aggregate annual cost to Company of performing warranty obligations for customers of the PA Division for each of the four five (45) preceding fiscal yearsyears and the current fiscal year to the date of the Recent Balance Sheet. Schedule 3.20 3.24 contains a description of all product liability claims and similar Litigation relating to products Products manufactured or sold, or services rendered, which are presently pending or whichwhich to any Shareholder's knowledge are threatened, to VENA's knowledgeor which have been asserted or commenced against Company within the last five (5) years, are threatened in which a party thereto either requests injunctive relief or alleges damages in excess of $50,000 (whether or not covered by insurance). There are no defects in design, construction or manufacture of Products manufactured since January 1, 2000 which would materially adversely affect performance or create an unusual risk of injury to persons or property. None of the Products manufactured since January 1, 2000 has been the subject of any replacement, field fix, retrofit, modification or recall campaign by Company or any of the Subsidiaries and, to VENAany Shareholder's knowledge, no facts or conditions exist which could reasonably be expected to result in such a recall campaign. The Products have been designed designed, manufactured and manufactured labeled so as to meet and comply with all publicly available governmental standards and specifications currently in effect when they were designed or manufactured. The Products manufactured since January 1effect, 2000 and have received all governmental approvals necessary to allow their sale and use. None of the Products manufactured, installed, fabricated, sold, supplied, produced, distributed, released, marketed or disposed of within Mexico, in each case prior to the Closing Date, by Company or any of the Subsidiaries contains or has contained or includes or has included asbestos in any manner or respect; provided, however, that VENA makes no representation or warranty with respect to (i) any claims alleging exposure to Products that contain or include, or have contained or included, asbestos that are brought in any jurisdiction other than Mexico and (ii) the subsequent manufacture, installation, fabrication, sale, supply, production, distribution, release, marketing, disposal or other use of the Products, or any exposure in connection therewith, outside of Mexico by any third parties. As used in this Section 3.20, the term "The term

Product Warranty and Product Liability. Schedule 3.20 3.21 contains true, correct and complete copies of each of Company's and the Subsidiaries' standard product warranty or warranties (as hereinafter defined) in effect as of the date of this Agreement. Schedule 3.20 sets forth a true, correct and complete list copy of customer complaints the Company's standard warranty or warranties for sales of Products (as defined below) and, except as stated therein, there are no other warranties, commitments or obligations issued by the Company since January 1, 1990 with respect to the return, repair or replacement of Products. Schedule 3.21 sets forth the estimated aggregate annual cost to the Company of performing warranty obligations for customers for each of the four five (45) preceding fiscal yearsyears and the current fiscal year to the date of the Recent Balance Sheet. Schedule 3.20 3.21 contains a description of all product liability claims and similar Litigation claims, actions litigation and other proceedings relating to products Products manufactured or sold, or services rendered, which are presently pending or whichor, to VENA's knowledgethe Best Knowledge of the Shareholders, are threatened threatened, or which have been asserted or commenced against the Company within the last five (5) years, in which a party thereto either requests injunctive relief or alleges damages in excess of Ten Thousand Dollars ($10,000) (whether or not covered by insurance). There are no defects in designExcept as disclosed on Schedule 3.21, construction or manufacture of Products manufactured since January 1, 2000 which would materially adversely affect performance or create an unusual risk of injury to persons or property. None 1990, none of the Products manufactured since January 1, 2000 has been the subject of any replacement, field fix, retrofit, modification or recall campaign by Company or any of the Subsidiaries and, to VENA's knowledge, no facts or conditions exist which could reasonably be expected to result in such a recall campaign. The Products have been designed designed, manufactured and manufactured labelled so as to meet and comply with all publicly available mandatory governmental standards and specifications in effect when they were designed or manufactured. The Products manufactured since January 1, 2000 at the time of their manufacture and sale and have received all governmental approvals necessary to allow their sale and use. None of the Products Except as disclosed on Schedule 3.21, all products currently manufactured, installed, fabricated, sold, supplied, produced, distributed, released, marketed distributed or disposed sold by the Company under any brand name or mark (the "Current Products") comply with all applicable standards of within Mexico, ASTM ▇▇▇ the Consumer Products Safety Commission currently in each case prior to the Closing Date, by Company or any of the Subsidiaries contains or has contained or includes or has included asbestos in any manner or respect; provided, however, that VENA makes no representation or warranty with respect to (i) any claims alleging exposure to Products that contain or include, or have contained or included, asbestos that are brought in any jurisdiction other than Mexico and (ii) the subsequent manufacture, installation, fabrication, sale, supply, production, distribution, release, marketing, disposal or other use of the Products, or any exposure in connection therewith, outside of Mexico by any third partieseffect. As used in this Section 3.203.21, the term "Products" means any and all Current Products and all products at any time previously manufactured, distributed or sold by the Company, or by any predecessor of the Company under any brand name or mark under which products are or have been manufactured, distributed or sol▇ ▇▇ the Company.

Product Warranty and Product Liability. Schedule 3.20 contains true, correct and complete copies of each of Company's and the Subsidiaries' standard product warranty or warranties (as hereinafter defined) in effect as of the date of this Agreement. Schedule 3.20 sets forth a true, correct and complete list copy of customer complaints Company’s standard warranty or warranties for sales of Products (as defined below) and, except as stated therein, and except for any other warranties which may be implied by the law of a particular state, there are no warranties, commitments or obligations with respect to the return, repair or replacement of Products. Schedule 3.20 sets forth the estimated aggregate annual cost to Company of performing warranty obligations for customers for each of the four three (43) preceding fiscal yearsyears and the current fiscal year to the date of the Recent Balance Sheet. Schedule 3.20 contains a description of all product liability claims and similar Litigation relating to products manufactured or sold, or services rendered, which are presently pending or whichwhich to Company’s or any Shareholder’s knowledge are threatened, to VENA's knowledgeor which have been asserted or commenced against Company within the last three (3) years, are threatened in which a party thereto either requests injunctive relief or alleges damages (whether or not covered by insurance). There To the knowledge of any Shareholder, there are no defects in design, construction or manufacture of Products manufactured since January 1, 2000 which would materially adversely affect performance or create an unusual risk of injury to persons or property. None of the Products manufactured since January 1, 2000 has been the subject of any replacement, field fix, retrofit, modification or recall campaign by Company or any of the Subsidiaries and, to VENA's Company’s or any Shareholder’s knowledge, no facts or conditions exist which could reasonably be expected to result in such a recall campaign. The Products have been designed and manufactured so as to meet and comply with all publicly available governmental standards and specifications currently in effect when they were designed or manufacturedeffect. The Products manufactured since January 1To the knowledge of any Shareholder, 2000 have received all such products do not require any governmental approvals necessary to allow their sale and use. None of the Products manufactured, installed, fabricated, sold, supplied, produced, distributed, released, marketed or disposed of within Mexico, in each case prior to the Closing Date, by Company or any of the Subsidiaries contains or has contained or includes or has included asbestos in any manner or respect; provided, however, that VENA makes no representation or warranty with respect to (i) any claims alleging exposure to Products that contain or include, or have contained or included, asbestos that are brought in any jurisdiction other than Mexico and (ii) the subsequent manufacture, installation, fabrication, sale, supply, production, distribution, release, marketing, disposal or other use of the Products, or any exposure in connection therewith, outside of Mexico by any third parties. As used in this Section 3.20, the term "“Products” means any and all products currently or at any time previously manufactured, distributed or sold by Company, or by any predecessor of Company under any brand name or ▇▇▇▇ under which products are or have been manufactured, distributed or sold by Company.

Product Warranty and Product Liability. Schedule 3.20 4.20 contains true, correct and complete copies of each of Company's and the Subsidiaries' standard product warranty or warranties (as hereinafter defined) in effect as of the date of this Agreement. Schedule 3.20 sets forth a true, correct and complete list copy of customer complaints Company's standard warranty or warranties for sales of Products and, except as stated therein, there are no warranties, commitments or obligations with respect to the return, repair or replacement of Products. Schedule 4.20 sets forth the estimated aggregate annual cost to Company of performing warranty obligations for customers for each of the four five (45) preceding fiscal yearsyears and the current fiscal year to the date of the Recent Balance Sheet. Schedule 3.20 4.20 contains a description of all product liability claims and similar Litigation relating to products Products manufactured or sold, or services rendered, which are presently pending or whichwhich to Company's Knowledge are threatened, to VENA's knowledgeor which have been asserted or commenced against Company within the last five (5) years, are threatened in which a party thereto either requests injunctive relief or alleges damages (whether or not covered by insurance)) which exceed $5,000. There are no defects in design, construction or manufacture of Products manufactured since January 1, 2000 which would materially adversely affect performance or create an unusual risk of injury to persons or property. None Except as disclosed in Schedule 4.20, none of the Products manufactured since January 1, 2000 has been the subject of any replacement, field fix, retrofit, modification or recall campaign by Company or any of the Subsidiaries and, to VENACompany's knowledgeKnowledge, no facts or conditions exist which could reasonably be expected to result in such a recall campaign. The Products have been designed designed, manufactured and manufactured labeled so as to meet and comply with all publicly available governmental standards and specifications currently in effect when they were designed or manufactured. The Products manufactured since January 1effect, 2000 and have received all governmental approvals necessary to allow their sale and use. None of the Products The term "Products" means any and all products currently or at any time previously manufactured, installed, fabricated, sold, supplied, produced, distributed, released, marketed distributed or disposed of within Mexico, in each case prior to the Closing Date, sold by Company or any of the Subsidiaries contains or has contained or includes or has included asbestos in any manner or respect; provided, however, that VENA makes no representation or warranty with respect to (i) any claims alleging exposure to Products that contain or includeCompany, or have contained or included, asbestos that are brought in any jurisdiction other than Mexico and (ii) the subsequent manufacture, installation, fabrication, sale, supply, production, distribution, release, marketing, disposal or other use of the Products, or any exposure in connection therewith, outside of Mexico by any third parties. As used in this Section 3.20predecessor of Company under any brand name or ▇▇▇▇ under which products are or have been manufactured, the term "distributed or sold by Company.

Product Warranty and Product Liability. Schedule 3.20 contains true, correct and complete copies of each of Company's and the Subsidiaries' standard product warranty or warranties (as hereinafter defined) in effect as of the date of this Agreement. Schedule 3.20 sets forth a true, correct and complete list copy of customer complaints Company’s standard warranty or warranties for each sales of Products (as defined below) and, except as stated therein, there are no warranties, commitments or obligations with respect to the four (4) preceding return, repair or replacement of Products. Schedule 3.20 sets forth the estimated aggregate annual cost to Company of performing warranty obligations for customers for the most recent fiscal yearsyear. Schedule 3.20 contains a description of all product liability claims and similar Litigation relating to products manufactured or sold, or services rendered, which are presently pending or whichwhich to Company’s or any Shareholder’s knowledge are threatened, to VENA's knowledgeor which have been asserted or commenced against Company since inception of the Company, are threatened in which a party thereto either requests injunctive relief or alleges damages (whether or not covered by insurance). There are no defects in design, construction or manufacture of Products manufactured since January 1, 2000 which would materially adversely affect performance or create an unusual risk of injury to persons or property. None of the Products manufactured since January 1, 2000 has been the subject of any replacement, field fix, retrofit, modification or recall campaign by Company or any of the Subsidiaries and, to VENA's Company’s or any Shareholder’s knowledge, no facts or conditions exist which could reasonably be expected to result in such a recall campaign. The Products have been designed and manufactured so as to meet and comply with all publicly available governmental standards and specifications currently in effect when they were designed or manufacturedeffect. The Products manufactured since January 1, 2000 Such products have received all governmental approvals necessary to allow their sale and use. None of the Products manufactured, installed, fabricated, sold, supplied, produced, distributed, released, marketed or disposed of within Mexico, in each case prior to the Closing Date, by Company or any of the Subsidiaries contains or has contained or includes or has included asbestos in any manner or respect; provided, however, that VENA makes no representation or warranty with respect to (i) any claims alleging exposure to Products that contain or include, or have contained or included, asbestos that are brought in any jurisdiction other than Mexico and (ii) the subsequent manufacture, installation, fabrication, sale, supply, production, distribution, release, marketing, disposal or other use of the Products, or any exposure in connection therewith, outside of Mexico by any third parties. As used in this Section 3.20, the term "“Products” means any and all products currently or at any time previously manufactured, distributed or sold by Company, or by any predecessor of Company under any brand name or m▇▇▇ under which products are or have been manufactured, distributed or sold by Company.

Product Warranty and Product Liability. Schedule 3.20 contains true, correct and complete copies of each of Company's and the Subsidiaries' standard product warranty or warranties (as hereinafter defined) in effect as of the date of this Agreement. Schedule 3.20 sets forth a true, correct and complete list copy of customer complaints Company’s standard warranty or warranties for sales of Products (as defined below) and, except as stated therein, there are no warranties, commitments or obligations with respect to the return, repair or replacement of Products. Schedule 3.20 sets forth the estimated aggregate annual cost to Company of performing warranty obligations for customers for each of the four five (45) preceding fiscal yearsyears and the current fiscal year to the date of the Recent Balance Sheet. Schedule 3.20 contains a description of all product liability claims and similar Litigation relating to products manufactured or sold, or services rendered, which are presently pending or whichwhich to Company’s or any Shareholder’s knowledge are threatened, to VENA's knowledgeor which have been asserted or commenced against Company within the last five (5) years, are threatened in which a party thereto either requests injunctive relief or alleges damages (whether or not covered by insurance). There are no defects in design, construction or manufacture of Products manufactured since January 1, 2000 which would materially adversely affect performance or create an unusual risk of injury to persons or property. None of the Products manufactured since January 1, 2000 has been the subject of any replacement, field fix, retrofit, modification or recall campaign by Company or any of the Subsidiaries and, to VENA's Company’s or any Shareholder’s knowledge, no facts or conditions exist which could reasonably be expected to result in such a recall campaign. The Products have been designed and manufactured so as to meet and comply with all publicly available governmental standards and specifications currently in effect when they were designed or manufacturedeffect. The Products manufactured since January 1, 2000 Such products have received all governmental approvals necessary to allow their sale and use. None of the Products manufactured, installed, fabricated, sold, supplied, produced, distributed, released, marketed or disposed of within Mexico, in each case prior to the Closing Date, by Company or any of the Subsidiaries contains or has contained or includes or has included asbestos in any manner or respect; provided, however, that VENA makes no representation or warranty with respect to (i) any claims alleging exposure to Products that contain or include, or have contained or included, asbestos that are brought in any jurisdiction other than Mexico and (ii) the subsequent manufacture, installation, fabrication, sale, supply, production, distribution, release, marketing, disposal or other use of the Products, or any exposure in connection therewith, outside of Mexico by any third parties. As used in this Section 3.20, the term "“Products” means any and all products currently or at any time previously manufactured, distributed or sold by Company, or by any predecessor of Company under any brand name or ▇▇▇▇ under which products are or have been manufactured, distributed or sold by Company. Company has not incurred any material warranty expense during the course of the last three (3) years.

Product Warranty and Product Liability. The Disclosure Schedule 3.20 contains true, correct and complete copies of each of Company's and the Subsidiaries' standard product warranty or warranties (as hereinafter defined) in effect as of the date of this Agreement. Schedule 3.20 sets forth a true, correct and complete list of customer complaints for each copy of the four Company's standard warranty or warranties provided for Products (4as defined below) preceding fiscal yearssold and subject to such warranties as of the Closing. Except as stated in the warranties or otherwise set forth on the Disclosure Schedule, there are no warranties, commitments, policies or obligations with respect to the return, repair or replacement of Products. The Disclosure Schedule 3.20 contains a description of all product liability claims and similar Litigation claims, actions, litigation and other proceedings relating to products Products manufactured or sold, or services rendered, which are presently pending or whichwhich to the Company's knowledge are threatened, to VENA's knowledgeor which have been asserted or commenced against the Company within the last five (5) years, are threatened in which a party thereto either requests injunctive relief (whether temporary or permanent) or alleges damages (which are not covered by insurance). There Except as set forth in the Disclosure Schedule, to the knowledge of the Company there are no defects in design, construction or manufacture of Products manufactured since January 1, 2000 which would materially adversely affect performance or create an unusual risk of injury to persons or property. None Except as set forth in the Disclosure Schedule, to the knowledge of the Products manufactured since January 1, 2000 has been the subject of any replacement, field fix, retrofit, modification or recall campaign by Company or any of the Subsidiaries and, to VENA's knowledge, no facts or conditions exist which could reasonably be expected to result in such a recall campaign. The To the knowledge of the Company, the Products have been designed and manufactured so as to meet and comply with all publicly available governmental standards and specifications currently in effect when they were designed or manufactured. The Products manufactured since January 1effect, 2000 and have received all governmental approvals necessary to allow their sale and use. None of the Products manufactured, installed, fabricated, sold, supplied, produced, distributed, released, marketed or disposed of within Mexico, in each case prior to the Closing Date, by Company or any of the Subsidiaries contains or has contained or includes or has included asbestos in any manner or respect; provided, however, that VENA makes no representation or warranty with respect to (i) any claims alleging exposure to Products that contain or include, or have contained or included, asbestos that are brought in any jurisdiction other than Mexico and (ii) the subsequent manufacture, installation, fabrication, sale, supply, production, distribution, release, marketing, disposal or other use of the Products, or any exposure in connection therewith, outside of Mexico by any third parties. As used in this Section 3.20Paragraph 4.2.12, the term "Products" means any and all products currently or at any time previously manufactured, distributed or sold by the Company, or by any predecessor of the Company for which the Company has legal liability under any brand name or ▇▇▇▇ under which products are or have been manufactured, distributed or sold by the Company.