Product Warranty; Product Liability. (a) Except as set forth on Company Disclosure Schedule 4.23, the products produced, sold or delivered by the Company in conducting the Business have been in all material respects in conformity with all product specifications and all applicable Laws. To the Company’s Knowledge, the Company has no material Liability for damages in connection therewith or any other customer or product obligations not reserved against on the Balance Sheet.
Product Warranty; Product Liability. Each product being manufactured by the Company and its Subsidiaries is being manufactured in conformity with all product specifications. Neither the Company nor any Subsidiary has any liability for damages caused by use of any such products or other damages in connection therewith or any other customer or product obligations.
Product Warranty; Product Liability. (a) Except as set forth on Schedule 3.23 of the Disclosure Schedule, each product manufactured, sold or delivered by or on behalf of the Business to which an unexpired warranty for which the Company or the Business is liable has been in conformity in all material respects with all product specifications and all express and implied warranties. Neither Seller nor the Company has any material liability for replacement or repair of any such products or other damages in connection therewith or any other customer or product obligations not reserved against on the Balance Sheet. Neither Seller nor the Company has sold any products or delivered any services that included a warranty for a period of longer than three years.
Product Warranty; Product Liability. Except as otherwise set forth in Section 3.2(w) of the Disclosure Schedule: (i) there exists no (A) latent defect in the design or manufacture of any of the products of the Business, or (B) pending or, to the Knowledge of LPT, 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 Business to others, and alleged to have been defective or improperly designed or manufactured or in breach of any express or implied product warranty; (ii) there exists no pending or, to the Knowledge of LPT, threatened product liability claims, except to the extent reserved for on the face of the Latest Balance Sheet; (iii) to the Knowledge of LPT, there is no reasonable Basis for any such suit, inquiry, action, proceeding, investigation or claim; and (iv) in the three (3) year period prior to the Closing Date, there have been no recalls relating to products manufactured or sold by LPT, and there are no pending, or, to LPT’s Knowledge, threatened recalls relating to products manufactured, distributed or sold by LPT. LPT has provided to the Buyer copies of all material terms and conditions of all express product warranties for products sold by LPT prior to the Closing which are binding upon LPT immediately following the Closing. The expense incurred by LPT to satisfy product warranty claims did not exceed $20,000 in the aggregate in either of the 2015 or 2014 fiscal years.
Product Warranty; Product Liability. (a) Since December 31, 2009, neither the Company nor any Company Subsidiary has received any written claim with respect to the respective businesses of the Company and the Company Subsidiaries that remains pending from any customer alleging that any of the products manufactured, sold, leased or delivered by the Company or the Company Subsidiaries has not conformed in all material respects with applicable contractual commitments or express and implied warranties or has requested repair or replacement thereof, in each case, that could reasonably be expected to result in a liability of the Company or any Company Subsidiary in excess of the reserve for such items in the Company Financial Statements. Section 5.20(a) of the Company Disclosure Schedule sets forth the standard warranty terms of the standard form customer Contract used, as of the date hereof, by the Company and the Company Subsidiaries and any material sales undertakings by the Company and the Company Subsidiaries entered into since December 31, 2009 with terms materially less favorable to the Company or any Company Subsidiary for which the Company or any Company Subsidiary could reasonably have continuing material liability in excess of the reserves for such matters set forth in the Company Financial Statements as of the date hereof.
Product Warranty; Product Liability. (a) Each Product manufactured, sold or delivered by Seller in conducting the Business has been in conformity with all product specifications and all express and implied warranties. Seller has no liability for replacement or repair of any such Products or other damages in connection therewith or any other product obligations greater than the amount reserved therefor and expressly taken into account in the calculation of any adjustment to the Purchase Price pursuant to Section 3.2. Seller has not sold any Products or delivered any services that included a warranty for a period of longer than one (1) year.
Product Warranty; Product Liability. (a) During the eighteen (18) months prior to the date hereof, neither Seller nor either Company has received any written claim with respect to the Solar Business that remains pending from any customer alleging that any of the products manufactured, sold, leased or delivered by the Companies has not conformed in all material respects with applicable contractual commitments or express and implied warranties or has requested repair or replacement thereof, in either case, that could reasonably result in a Liability (including those under the German Act on Product Liability (Produkthaftungsgesetz)) of the Companies in excess of the reserve for such items in the 2009 Unaudited Financial Statements or, once delivered, the 2009 Audited Financial Statements once delivered. Schedule 7.13 sets forth the standard warranty terms of the standard form customer Contract used, as of the date hereof, by the Companies and any material sales undertakings by the Companies entered into within the eighteen (18) months prior to the date hereof with terms materially less favorable to the Companies for which the Companies could reasonably have continuing material liability.
Product Warranty; Product Liability. Section 4.21 Foreign Corrupt Practices Act
Product Warranty; Product Liability. A copy of each standard form of warranty of WinDoor is attached as Schedule 4.20(1). Except as disclosed on Schedule 4.20(2), to such Seller Party’s Knowledge, there are no material design, manufacturing or other defects, latent or otherwise with respect to any product sold or manufactured by WinDoor on or prior to the Closing Date (each, a “Pre-Closing Product”). Except as disclosed on Schedule 4.20(3), there are no and there have not been in the last three (3) years: (i) Liabilities of or claims against either of the Companies, fixed or contingent, asserted or, to such Seller Party’s Knowledge, unasserted, with respect to any product liability or any similar claim that relates to any Pre-Closing Product; or (ii) liabilities of or claims against either of the Companies, fixed or contingent, asserted or, to such Seller Party’s Knowledge, unasserted, with respect to any claim for the breach of any express product warranty, claim of product defect or malfunction, or any other similar claim with respect to any Pre-Closing Product, other than standard warranty obligations (to replace, repair or refund) in the Ordinary Course of Business, in each case involving a claim (A) for money, property or services in excess of the amounts specifically reserved therefor on the Balance Sheet, or (B) for amounts in excess of $20,000.00 individually or $50,000.00 in the aggregate.
Product Warranty; Product Liability. (a) Each product developed, manufactured, tested, distributed or marketed by or on behalf of ADES or its Subsidiaries has been in conformity, in all material respects, with all product specifications and all express and implied warranties except as would not reasonably be expected to have, individually or in the aggregate, a material adverse impact on ADES and its Subsidiaries, taken as a whole. To the Knowledge of ADES, neither ADES nor its Subsidiaries has material liability for replacement or repair of any such products or other damages in connection therewith or any other material customer or product obligations not reserved against ADES Balance Sheet.
