Warranties; Products. SCHEDULE 5.30 sets forth a description of all the product and service warranties and guarantees given by the Company to any customer in connection with the sale or distribution of its products and services. Except as described on SCHEDULE 5.30, (i) no claims have been made or are, to the Knowledge of the Company, Threatened under the Company's product or service warranties, (ii) to the Knowledge of the Company, there exists no event or circumstance, which after notice or the passage of time or both, might create or result in liabilities or obligations under the Company's product warranties in excess of the liabilities and obligations incurred by the Company, on average, during the past two years, and (iii) to the Knowledge of the Company, there is no design or other defect in any type of product or service of the Company, including, without limitation, any software programming that would cause the products or services delivered by the Company to not be Year 2000 Compliant. The warranty reserves reflected on the Company Financial Statements are set forth on SCHEDULE 5.30 and are reasonable for all warranty claims.
Warranties; Products. 32 5.31 AFFILIATE TRANSACTIONS................................................................33 5.32 MISREPRESENTATION.....................................................................33 5.33
Warranties; Products. Each product manufactured, sold, leased, or delivered by the FS Tech Entities has been in conformity with all applicable contractual commitments and all express or implied warranties, and the FS Tech Entities have no liability (and there is no basis for any present or future Proceeding or Claim against any of them giving rise to any liability beyond any applicable warranty rights) for replacement or repair thereof or other damages in connection therewith beyond any applicable warranty rights. Except as may be set forth on Schedule 3.15(a), no product manufactured, sold, leased, or delivered by the FS Tech Entities is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Seller Parent has made available to the Buyer copies of the standard terms and conditions of sale or lease currently used or currently in effect in the Business (including applicable guaranty, warranty and indemnity provisions). Except as set forth in Schedule 3.15(b) or as may be included within the matters set forth on Schedule 3.8, at any time since January 1, 2008, there has been no product liability Claim asserted against the Business for an amount in excess of $100,000.
Warranties; Products. Seller warrants to Buyer that any Products delivered to Buyer under this Order are fit for use, merchantable, and free of design, material, and/or workmanship defects. Seller further warrants that all Products tendered have a standard manufacturer’s warranty that shall be transferred (at no cost) to Buyer and/or Buyer’s customer(s).
Warranties; Products. Except as set forth on Section 4.26 of the Seller Disclosure Schedule, (i) no Claims have been made or are, to the Knowledge of Seller, threatened under the Product Warranties, (ii) to the Knowledge of Seller, there exists no event or circumstance, which after notice or the passage of time or both, might create or result in Liabilities under any of the Product Warranties in excess of the Liabilities incurred under such Product Warranties on average during the past two (2) years, (iii) there have been no statements, citations or decisions by any Governmental Authority or any product testing laboratory stating that any Customer Offering is unsafe or fails to meet any standards promulgated by such Governmental Authority or testing laboratory in any material respect, and (iv) there have not been any mandatory or voluntary product recalls with respect to any Customer Offering and, to the Knowledge of Seller, there is no fact relating to any Customer Offering that may impose a duty on the Company to recall any Customer Offering.
Warranties; Products. To the Knowledge of the Company, the standard terms and conditions under which the products and services manufactured, developed, sold, leased, licensed or delivered by the Company and its Subsidiaries are customary for industries in which the businesses of the Company and its Subsidiaries operate and there have been no material deviations from such warranties. All products and services currently or previously offered, sold, designed, manufactured, assembled, marketed, repaired, leased, delivered, installed or otherwise distributed by the Company or any of the Subsidiaries meet, and at all times since December 31, 2018 have met, all standards for quality and workmanship and specifications prescribed by applicable Law, contractual agreements, permits and the product literature provided by the Company and the Subsidiaries, except, in each case, (a) as would not result in a material liability of the Company and the Subsidiaries or (b) where the customer has agreed in writing to a deviation from specifications or standards. Since December 31, 2018, there have been no product liability claims or recalls that would result in a material liability of the Company and the Subsidiaries. Section 3.28 of the Company Disclosure Schedules sets forth a list of all pending or, to the Knowledge of the Company, threatened product liability claims with respect to the business of the Company and the Company Subsidiaries and all product liability claims or recalls that have occurred since December 31, 2018, which include, but are not limited to, any liability claims or recalls with respect to product malfunctions or property damages. No product designed, manufactured, assembled, marketed, repaired, sold, leased, delivered, installed or otherwise distributed by the Company or any of the Company Subsidiaries is subject to any guaranty, warranty or other indemnity beyond the Company’s or such Company Subsidiary’s applicable written standard terms and conditions.
Warranties; Products. No Customer Offering is subject to any guaranty, warranty, right of return, right of credit or other indemnity other than (i) the applicable standard terms and conditions of sale, license or lease of Seller, which are set forth in Section 2.19 of the Disclosure Schedule, and (ii) manufacturers’ warranties for which Seller has no Liability. Section 2.19 of the Disclosure Schedule sets forth the aggregate expenses incurred by Seller in fulfilling its obligations under its guaranty, warranty, right of return and indemnity provisions during each of the fiscal years and the interim periods covered by the Financial Statements; and, to the Seller’s knowledge, there exists no fact, circumstance or condition that would reasonably be expected to result in such expenses significantly increasing as a percentage of sales in the future. Each Customer Offering meets, and since December 31, 2012 has met, in all material respects, all standards for quality and workmanship prescribed by Law, industry standards (including UL, CE, RoHS or comparable standards), contractual agreements and the product literature provided by Seller. Except as set forth in Section 2.19 of the Disclosure Schedule, no product liability claims relating to the Business involving amounts in excess of $5,000 have occurred since December 31, 2012.
Warranties; Products. Each of the products produced or sold by Archway is, and at all times up to and including the Closing Date has been, (a) in compliance with all applicable federal, state, local and foreign laws and regulations and (b) in conformance with any promises or affirmations of fact made in any advertisement or on the container or label for such product or in connection with its sale (including warranties implied by applicable laws). To the best of the knowledge of the Sellers, there is no pending or threatened warranty claim with respect to any of such products that would have a Material Adverse Effect, and each of such products have labels, presented in accordance with applicable laws, rules and regulations and current industry practice, with respect to their contents. The Disclosure Letter, under the caption referencing this Section, discloses the terms of all express product warranties issued by Archway from January 1, 1993 until the date of this Agreement. The total value of all warranty claims for products sold by Archway during any of the fiscal years in the period from January 1, 1993 until December 31, 1997 did not exceed 2% of Archway's total sales in any such fiscal year.
Warranties; Products. Schedule 3.26 sets forth a description of all product or service warranties and guarantees given by the Operating Subsidiary for the period after January 1, 2008 to any customer. Each of the products developed, sold or distributed by the Operating Subsidiary (the “Products”) meets, and at all times after January 1, 2008, has met, all standards for quality and workmanship prescribed by Law, industry standards, contractual agreements or the product literature of the Operating Subsidiary and has been labeled in accordance with all Laws. For the period after January 1, 2008, (i) no claims have been made under the product or service warranties or guarantees of the Operating Subsidiary, and (ii) there have not been any mandatory or voluntary product recalls or withdrawals with respect to any Products. The Operating Subsidiary has no liability arising out of any injury to any Person or property as a result of the ownership, possession, or use of any products sold, leased, distributed or delivered by the Operating Subsidiary.
Warranties; Products. (a) Schedule 7.23 sets forth (i) a specimen copy of the form of written warranties of the Business covering products sold or services provided by Sellers or the Business that have not expired, and (ii) a summary of the warranty expense incurred by the Business during each of its last two complete fiscal years. Except as disclosed on Schedule 7.23, Sellers have not made any warranties regarding the products sold or services provided by Sellers or the Business during each of their last two complete fiscal years.
