Common use of Product Liability Clause in Contracts

Product Liability. To the Seller’s Knowledge, except as set forth in Clause 9.26 of the Seller Disclosure Schedule, the Seller does not have any Liability arising out of any injury to individuals or property as a result of the ownership, possession or use of any product of the Business manufactured, sold or delivered by the Seller or the Seller’s third party manufacturers.

Appears in 3 contracts

Samples: Business Transfer Agreement (Hospira Inc), Business Transfer Agreement (Hospira Inc), Transfer Agreement (Hospira Inc)

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Product Liability. To the Seller’s Knowledge, except as set forth in Clause 9.26 of the Seller Disclosure Schedule, the Seller does not have any Liability (and there is no reasonable basis known to Seller for any present or future Proceeding, charge, complaint, claim, or demand against any of them giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession possession, or use of any product of the Business manufactured, sold or delivered by the Seller or the Seller’s third party manufacturersProduct included in Inventory.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Overland Storage Inc), Asset Purchase Agreement (Adaptec Inc), Asset Purchase Agreement

Product Liability. To the Seller’s Knowledge, except Except as set forth in Clause 9.26 on Schedule 3.27, each of the Seller Disclosure ScheduleSellers has no material liability (and to the best knowledge of the Sellers, there is no reasonable basis for, and each of the Seller does Sellers is not have aware of, any Liability present or future suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any liability) arising out of any injury to any individuals or property as a result of the ownership, possession possession, or use of any Fastener Business product of the Business manufactured, sold sold, leased or delivered by the Seller Sellers or the Seller’s third party manufacturersany of their subsidiaries.

Appears in 3 contracts

Samples: Acquisition Agreement (Alcoa Inc), Acquisition Agreement (Fairchild Corp), Acquisition Agreement (Fairchild Corp)

Product Liability. To the Seller’s Knowledge, except Except as set forth in Clause 9.26 of the Seller on Disclosure ScheduleSchedule 3.22, the Seller does not have any Liability (and there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession possession, or use of any product of the Business manufactured, sold sold, leased, licensed, or delivered by Seller in the Seller or operation of the Seller’s third party manufacturersBusiness.

Appears in 3 contracts

Samples: Annotated Model Tennessee Asset Purchase Agreement, Asset Purchase Agreement, Annotated Model Tennessee Asset Purchase Agreement

Product Liability. To the Seller’s Knowledge, except as set forth in Clause 9.26 of the Seller Disclosure Schedule, the Seller does Sellers do not have any Liability (and there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession possession, or use of any product of the Business manufactured, sold sold, leased, or delivered by the Seller or the Seller’s third party manufacturersDivision.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Tidel Technologies Inc), Asset Purchase Agreement (Tidel Technologies Inc), Exercise and Conversion Agreement (Tidel Technologies Inc)

Product Liability. To the Seller’s Knowledge, except Except as set forth in Clause 9.26 Schedule 6.25, Seller has no liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against any of the Seller Disclosure Schedule, the Seller does not have them giving rise to any Liability liability) arising out of any injury to individuals or property as a result of the ownership, possession or use of any product of the Business manufactured, sold or delivered service performed by the Seller or the Seller’s third party manufacturers.

Appears in 2 contracts

Samples: Asset Purchase Agreement (UCI Holdco, Inc.), Asset Purchase Agreement (United Components Inc)

Product Liability. To the Seller’s Knowledge, except Except as set forth described in Clause 9.26 Section 3.19 of the Seller Disclosure Schedule, to Seller's Knowledge, the Seller does not have any Liability arising out of any injury to individuals or damage to property as a result of the ownership, possession possession, or use of any product of the Business manufactured, sold sold, leased, or delivered by the Seller or and which relates to the Seller’s third party manufacturersBusiness.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Belden Inc), Asset Purchase Agreement (Belden Inc)

Product Liability. To the Except as set forth on Schedule 3.26, to Seller’s Knowledge, except as set forth in Clause 9.26 of the Seller Disclosure Schedule, the Seller does not have any Liability material liability as of the date hereof arising out of any injury to individuals or property as a result of the ownership, possession or use of any product of the Business manufactured, sold sold, leased or delivered by the Seller or the Seller’s third party manufacturers.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Inphonic Inc), Asset Purchase Agreement (Inphonic Inc)

Product Liability. To the Seller’s Knowledge, except as set forth in Clause 9.26 of the Seller Disclosure Schedule, the Seller does not have any Liability (and, to Seller’s knowledge, there is no basis for any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller or its Affiliates or Xxxxxx or its Affiliates giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession or such individuals’ use of any product of the Business Products manufactured, sold or delivered by the Seller or the Seller’s third party manufacturersdelivered.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Bioadaptives, Inc.), Asset Purchase Agreement (Bioadaptives, Inc.)

Product Liability. To Except as disclosed on Schedule 4.30(b), with respect to the Seller’s Knowledge, except as set forth in Clause 9.26 operation or conduct of the Business, Seller Disclosure Schedule, the Seller does not have has no Knowledge of any Liability (and, to the Knowledge of Seller, there is no basis for any present or future Proceedings against it giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession or use of any product manufactured, fabricated, assembled, sold, leased or delivered by Seller with respect to the operation or conduct of the Business manufactured, sold or delivered by prior to the Seller or the Seller’s third party manufacturersClosing Date.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Multi Color Corp), Asset Purchase Agreement (Journal Communications Inc)

Product Liability. To the Seller’s Knowledge, except Except as set forth in Clause 9.26 on Schedule 2.24, to the Knowledge of the Seller Disclosure ScheduleSeller, the Seller does not have any Liability has no liability or obligation arising out of any injury to individuals or property property, whether based on strict liability, negligence, breach of warranty (express or implied), breach of contract or otherwise, as a result of the ownership, possession possession, or use of any product of the Business manufactured, sold sold, leased, or delivered by by, or any service provided by, Seller (or any Person for which Seller may be responsible) in connection with the Seller or the Seller’s third party manufacturersBusiness.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Tollgrade Communications Inc \Pa\)

Product Liability. To Except as set forth on Schedule 3.21, the Seller, has no material Liability (and there is no basis for any present or to the Seller’s KnowledgeKnowledge future, except as set forth in Clause 9.26 action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of the Seller Disclosure Schedule, the Seller does not have them giving rise to any Liability material Liability) arising out of any injury to individuals or property as a result of the ownership, possession possession, or use of any product of the Business manufactured, sold or delivered by the Seller or the Seller’s third party manufacturersToner Products.

Appears in 1 contract

Samples: License Agreement (Media Sciences International Inc)

Product Liability. To the Seller’s Knowledge, except Except as set forth in Clause 9.26 of on the Seller Disclosure ScheduleSchedule hereto, the Seller does not have has no Liability (and to the Knowledge of Seller there is no Basis for any Liability present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession possession, or use of any product of the Business manufactured, sold sold, leased, or delivered by the Seller or the Seller’s third party manufacturers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Buckeye Technologies Inc)

Product Liability. To Solely related to the Seller’s KnowledgeBusiness, except as set forth in Clause 9.26 of the Seller Disclosure Schedule, the Seller does not have any Liability product liability, and to the knowledge of Seller, there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against Seller and related to the Business giving rights to any product liability arising out of any injury to individuals or property as a result of the ownership, possession or use of any product of the Business manufactured, sold or licensed or delivered by Seller; provided, however, that nothing contained in this Section 4.27 shall be deemed to expand or otherwise modify the Seller or the Seller’s third party manufacturersrepresentations contained in Section 4.19.

Appears in 1 contract

Samples: Asset Purchase Agreement (Princeton Review Inc)

Product Liability. To the Seller’s Knowledge, except as set forth in Clause 9.26 of the Seller Disclosure Schedule, the Seller does not have any Liability (and, to Seller’s knowledge, there is no basis for any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller or its Affiliates or Angiotech or its Affiliates giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession or such individuals’ use of any product of the Business Device manufactured, sold or delivered by the Seller or the Seller’s third party manufacturersdelivered.

Appears in 1 contract

Samples: Asset Purchase Agreement (Merit Medical Systems Inc)

Product Liability. To the knowledge of Seller’s Knowledge, except as set forth on Schedule 4.21, there is no present (and Seller has no knowledge of any facts which could reasonably be expected to result in Clause 9.26 any future) action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against Seller or either of the Seller Disclosure Schedule, the Seller does not have Divisions giving rise to any Liability liability arising out of any injury to individuals or property as a result of the ownership, possession or use of any product of the Business manufactured, sold sold, leased or delivered by either of the Seller or the Seller’s third party manufacturers.Divisions. 4.22

Appears in 1 contract

Samples: Asset Purchase Agreement (Rexworks Inc)

Product Liability. To the Seller’s Knowledge, except Except as set forth in Clause 9.26 of the on Schedule 2.1(p), to ----------------- Seller's knowledge, Seller Disclosure Schedulehas no liability (and there is no basis for any present or future action, the suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller does not have giving rise to any Liability liability) arising out of any injury to individuals or property as a result of the ownership, possession possession, or use of any product of the Business products manufactured, sold or delivered distributed by the Seller or the Seller’s third party manufacturers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Blue Rhino Corp)

Product Liability. To the Seller’s Knowledge, except as set forth in Clause 9.26 of the Seller Disclosure Schedule, the The Seller does not have any Liability liability (and there ----------------- is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against the Seller giving rise to any liability) arising out of any injury to individuals or property as a result of the consumption, ownership, possession possession, or use of any product of the Business manufactured, sold or delivered by the Company (including the Inventory). Neither the Company nor the Seller or with respect to the Seller’s third Business has been party manufacturersto any products liability litigation within the three years prior to the date of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Luiginos Inc)

Product Liability. To the Seller’s Knowledge, except Except as set forth in Clause 9.26 on Schedule 4.32, Seller has no knowledge of the any liability, or any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller Disclosure Schedule, the Seller does not have giving rise to any Liability liability arising out of any injury to individuals or property damage as a result of the ownership, possession possession, or use of any product of the Business manufactured, sold sold, leased, or delivered by the Seller or the Seller’s third party manufacturers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Daniel Industries Inc)

Product Liability. To the best of Seller’s Knowledge's knowledge, except as set forth in Clause 9.26 none of the Seller Disclosure Scheduleand its Subsidiaries has any liability (and there is no basis for any present or future action, the Seller does not have suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any Liability of them giving rise to any liability) arising out of any injury to individuals or property as a result of the ownership, possession possession, or use of any product of the Business manufactured, sold sold, leased, or delivered by any of the Seller or and its Subsidiaries during the Seller’s third party manufacturersthree (3) year period prior to the Closing Date.

Appears in 1 contract

Samples: Plan of Reorganization and Asset Purchase Agreement (3m Co)

Product Liability. To the Seller’s Knowledge, except Except as set forth in Clause 9.26 on Section 3.22 of the Seller Disclosure Schedule, the Seller does not have has no Knowledge of any Liability relating to the Business (and to Seller’s Knowledge there is no reasonable Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession possession, or use of any product of the Business manufactured, sold sold, leased, or delivered by the Seller or the Seller’s third party manufacturers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Commercial Vehicle Group, Inc.)

Product Liability. To the Seller’s Knowledge, except as set forth in Clause 9.26 of the Seller Disclosure Schedule, the Seller does not have any Liability (and there is no Basis for any present or, the Knowledge of Seller, future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession possession, or use of any product of related to the Genomics Business manufactured, sold sold, leased, or delivered by the Seller or the Seller’s third party manufacturers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Napro Biotherapeutics Inc)

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Product Liability. To the Seller’s Knowledge, except as set forth in Clause 9.26 of the Seller Disclosure Schedule, the The Seller does not have any Liability (and, to the Knowledge of the Seller, there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against it giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession possession, or use of any product of the Business manufactured, sold or delivered by the Seller or the Seller’s third party manufacturers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pinnacle Data Systems Inc)

Product Liability. To With respect to the Seller’s Knowledge, except as set forth in Clause 9.26 operation or conduct of the Business, Seller Disclosure Schedule, the Seller does not have has no Knowledge of any Liability (and, to the Knowledge of Seller, there is no basis for any present or future Proceedings against it giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession or use of any product manufactured, fabricated, assembled, sold, leased or delivered by Seller with respect to the operation or conduct of the Business manufactured, sold or delivered by prior to the Seller or the Seller’s third party manufacturersClosing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Multi Color Corp)

Product Liability. To the Seller’s Knowledge, except Except as set forth in Clause 9.26 of the Seller Disclosure Scheduleon Schedule 3.25, the Seller does not have any Liability material liability as of the date hereof arising out of any injury to individuals or property as a result of the ownership, possession or use of any product of the Business manufactured, sold sold, leased or delivered by the Seller or the Seller’s third party manufacturers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Inphonic Inc)

Product Liability. To the Seller’s Knowledge, except as set forth in Clause 9.26 of the Seller Disclosure Schedule, the Seller does not have any Liability (and, to Seller's Knowledge, there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession possession, or use of any product of the Business manufactured, sold or delivered by the Seller or the Seller’s third party manufacturers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Phoenix Footwear Group Inc)

Product Liability. To the Seller’s Knowledge, except Except as set forth in Clause 9.26 of the Seller Disclosure Scheduleon Schedule 4.22, the Seller does not have any Liability material liability as of the date hereof arising out of any injury to individuals or property as a result of the ownership, possession or use of any product of the Business manufactured, sold sold, leased or delivered by the Seller or the Seller’s third party manufacturers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Security Capital Corp/De/)

Product Liability. To the Except as provided in Schedule 4.21, to Seller’s Knowledge's knowledge, except as set forth in Clause 9.26 of the Seller Disclosure Schedulehas no liability (and there is no reasonably meritorious basis for, the or threat of, any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against Seller does not have reasonably expected to give rise to any Liability liability) arising out of any injury to individuals or property as a result of the ownership, possession or use of any product Seller Product or prototype of the Business manufactured, sold any Seller Product manufactured or delivered by the Seller or any subsidiary or other affiliate of Seller prior to the Seller’s third party manufacturersClosing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Finisar Corp)

Product Liability. To the Seller’s Knowledge, except Except as set forth in Clause 9.26 Schedule 3.24, Seller has no liabilities that have not been satisfied (and to the knowledge of the Seller, there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller Disclosure Schedule, the Seller does not have giving rise to any Liability liability) arising out of any injury to individuals or property as a result of the ownershipany defective product sold, possession or use of any product of the Business manufactured, sold distributed or delivered by Seller and relating to the Seller or the Seller’s third party manufacturersBusiness.

Appears in 1 contract

Samples: Asset Contribution Agreement (SCP Pool Corp)

Product Liability. To the Seller’s Knowledge, except (a) Except as set forth in Clause 9.26 Schedule 3.19(a), to the best information and knowledge of the Seller, Seller Disclosure Schedule, the has no Liability (and Seller does has not have received any Liability notice of any claim or cause of action by any third party against Seller) arising out of any injury to individuals or property as a result of the ownership, possession possession, or use of any product of the Business manufactured, sold sold, leased, or delivered by the Seller or the Seller’s third party manufacturers(“Product Liability”).

Appears in 1 contract

Samples: Intellectual Property Purchase Agreement (Phibro Animal Health Corp)

Product Liability. To the Seller’s KnowledgeSeller has no liability for, except as set forth in Clause 9.26 of and to sellers knowledge, after reasonable investigations, where practicable, there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Seller Disclosure Schedulewhich could give rise to, the Seller does not have any Liability liability arising out of any injury to individuals or property as a result of the ownership, possession or use of any product of the Business manufactured, sold sold, or delivered by the Seller or the Seller’s third party manufacturers.. 4.23

Appears in 1 contract

Samples: Stock Purchase Agreement (Caraco Pharmaceutical Laboratories LTD)

Product Liability. To the Seller’s Knowledge, except Except as set forth in Clause 9.26 of on the Seller Disclosure ScheduleSchedule hereto, the Seller does not have has no Liability (and, to the Knowledge of Seller, there is no Basis for any Liability present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession possession, or use of any product of the Business manufactured, sold sold, leased, or delivered by the Seller or the Seller’s third party manufacturers.

Appears in 1 contract

Samples: German Purchase Agreement (Buckeye Technologies Inc)

Product Liability. To the Seller’s Knowledge, except Except as set forth in Clause 9.26 of the Seller Disclosure ScheduleSchedule 3.16, the Seller does has not have had any Liability liability (and, to the Seller’s knowledge, there is no reasonable basis for any present or future action, lawsuit, proceeding, investigation, charge, complaint, claim, or damage against the Seller giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession or use of any product of the Business manufacturedor service provided, sold or delivered by the Seller or in connection with the Seller’s third party manufacturersHuman Banking Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (U.S. Stem Cell, Inc.)

Product Liability. To the Seller’s Knowledge, except Except as set forth in Clause 9.26 Schedule 8.7, it has no liability (and Seller has no knowledge of the any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller Disclosure Schedule, the Seller does not have giving rise to any Liability liability) arising out of any injury to individuals or property as a result of the ownership, possession possession, or use of any product of the Business manufactured, sold sold, or delivered by the Seller or the Seller’s third party manufacturers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Clearone Communications Inc)

Product Liability. To the Seller’s Knowledge, except Except as set forth in Clause 9.26 Section 4.23 of the Seller Disclosure ScheduleLetter, to the Knowledge of the Sellers, the Seller does not Sellers have no Liability (and to the Knowledge of the Sellers, there is no Basis for any Liability present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against either of the Sellers giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession possession, or use of any product of the Business manufactured, sold sold, leased, or delivered by the Seller or the Seller’s third party manufacturersSellers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bairnco Corp /De/)

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