Certain Products. (a) If Buyer reasonably believes or receives written notice that the manufacture, use, sale, offer for sale, or import of any Current Product infringes or is likely to infringe any claim of any Patent owned by any other Person anywhere in the world, then, as a condition to Seller’s obligations under Sections 11.02(a)(vi) and 11.02(a)(vii), Buyer shall use its reasonable efforts to obtain such Current Product from a Person (including Seller under subsection (b) below) that has sufficient ownership, rights or licenses to manufacture and sell such Current Product to Buyer without infringing any claim of any Patent owned by any other Person anywhere in the world; provided that any royalty or other increase in the per unit price or cost paid or incurred by Buyer for such Current Product (relative to the price or cost that Buyer demonstrates in reasonable detail it would have paid in the absence of such infringement, such price or cost to be based on the average price or cost per unit that Buyer paid or incurred during the preceding twelve month period for such Current Product (if applicable)) shall be deemed Damages for purposes of Sections 11.02(a)(vi) and 11.02(a)(viii) to the extent that such Sections apply in accordance with Article 11. In addition, if Buyer arranges to obtain a Current Product from a Person who does not provide such Current Product to the Business as of the Closing Date (including with respect to a Current Product that is not marketed or sold by the Business as of the Closing Date), then, as a condition to Seller’s obligations under Sections 11.02(a)(vi) and 11.02(a)(vii), Buyer shall use its reasonable efforts to obtain such Current Product from a reputable and established source, including Seller under Section 7.11(b) (it being understood that for this purpose current suppliers of Current Products shall be considered reputable and established sources) that Buyer reasonably believes has sufficient ownership, rights or licenses to manufacture and sell such Current Product to Buyer without infringing any claim of any Patent owned by any other Person anywhere in the world.
(b) Upon a request of Buyer made prior to the third anniversary of the Closing Date or if Seller makes the election referred to in paragraph (C) of Section 11.02(a)(vii) of the Disclosure Schedule, Buyer and Seller shall enter into mutually agreeable, commercially reasonable arrangements pursuant to which Seller shall make, have made, sell, offer for sale or import, in eac...
Certain Products. The parties acknowledge and agree that (i) the additional Loprox PRODUCT discussed in Schedule 13 hereto, Loprox Gel and Topicort Ointment 0.05% (but not line extensions thereof) are not to be considered HMR NEWLY DEVELOPED PRODUCTS; and (ii) HMR's CICLOPIROX Powder and Loprox Vaginal Cream shall be considered HMR NEWLY DEVELOPED PRODUCTS; provided, however, that the exercise of the MEDICIS RIGHT OF FIRST OFFER with respect to HMR's CICLOPIROX Powder and Loprox Vaginal Cream shall not be subject to the notice provisions of Section 5.1(a) or (b).
Certain Products. For a period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, the Buyer shall use its commercially reasonable efforts, and shall cause its controlled Affiliates to use their commercially reasonable efforts, to continue to supply PRF Materials Products to the customers of the Business, including any competitors of the Buyer, on commercially reasonable terms negotiated between such customer and the Buyer in good faith. In addition, for a period beginning on the Closing Date and ending on the third (3rd) anniversary of the Closing Date, the Buyer shall use its commercially reasonable efforts, and shall cause its controlled Affiliates to use their commercially reasonable efforts, to continue to supply bare dies and diced wafers of Power and RF Products to the customers of the Business, including any competitors of the Buyer, on commercially reasonable terms negotiated between such customer and the Buyer in good faith. The provisions of this Section 6.18 are solely for the benefit of the Parties and no customers of the Business, including any competitors of the Buyer, or any other Person shall be regarded for any purpose as a third-party beneficiary of this Agreement, including this Section 6.18 and no provision of this Section 6.18 shall create such rights in any such Person.
Certain Products. Except as set forth on Schedule 3.19 since January 1, 1997, none of the Sold Companies or the Subsidiaries (or to the Seller’s knowledge, any of the Venture Entities) has produced or sold any products which, to the Seller’s knowledge, contain asbestos. The affidavit of Xxxx Xxxxxxx, Esq. dated June 8, 2001, served in connection with the Grand Forks County, North Dakota Cases listed in Schedule 3.19(a) is true and correct in all respects.
Certain Products. To the knowledge of the Company, all of its products and the products of its Subsidiaries that are required to be filed and marketed as “insurance” are filed and marketed as insurance. Neither the Company nor any of its Subsidiaries has received written notice from a Governmental Entity alleging that any of its products that are not marketed as insurance constitute or are subject to regulation as “insurance” under applicable Law.
Certain Products. The parties acknowledge that certain products previously manufactured by the Business which contain plutonium are currently located at the Miami Lakes, Florida facility. The parties agree that such products may remain in their current location (and Sellers and their Affiliates will have access to such products during normal business hours), until the later to occur of eighteen (18) months after the Closing Date, or Buyer selling or otherwise transferring its ownership interest in the facility where such products are currently located. Upon the expiration of such period, Sellers or their Affiliates shall remove, store and be responsible for such products and any future returns of other such products at their own expense.
