Product Liability Matters. At or prior to the Closing, Sellers at its expense shall cause Buyer to be named as an additional insured under each of its occurrence-type policy or policies of insurance insuring against claims for personal injury and property damage arising out of or resulting from any products leased or sold by Sellers prior to the Closing Date. At the Closing, Sellers shall deliver to Buyer one or more certificates of insurance evidencing that the insurance to be obtained by it pursuant to this Section is in effect and providing for notification to Buyer at least ten (10) days prior to the effective date of any termination or cancellation of such insurance.
Product Liability Matters. Notwithstanding anything to the contrary contained in this Agreement, none of the provisions of this Section 12 shall apply to any Damages claimed under Section 12.1(a)(ii) or Section 12.2(a)(ii) or (iii) which directly result from any product liability claims, suits, demands or causes of action arising following the Applicable Closing Date and that pertain to any of the Inventory. With respect to such matters, the parties do not intend for this Agreement to alter the legal relationship between them that would exist in the absence of this Agreement.
Product Liability Matters. Exhibit 7.13.1, as from time to time hereafter supplemented in accordance with Sections 6.4.1 and 6.4.2, sets forth a listing and description of all products liability claims, actions, suits or proceedings pending or threatened in writing against the Company or any Subsidiary.
Product Liability Matters. Except as set forth on Schedule 5.16, as of the date of this Agreement, Xxxxxxxx has not submitted to its product liability insurance carriers any claims with respect to potential product liability of Xxxxxxxx which claims could have a Material Adverse Effect on Xxxxxxxx, nor does it know of any such claims which should have been submitted to its product liability insurance carriers. Buyer has previously been afforded access to all files containing, or been furnished with copies of, all pleadings, claims, complaints and relevant documents in connection with the foregoing. Neither Xxxxxxxx nor, to Lawrence's Knowledge, any employee or agent of Xxxxxxxx, has made any untrue statement of a material fact or omitted to state a material fact in connection with obtaining or renewing any insurance policy providing product liability coverage in respect of the products of Xxxxxxxx which could reasonably result in the loss of any material portion of such coverage, and Xxxxxxxx has not received any written or oral notice from any insurance company stating that any insurance policy of Xxxxxxxx may not provide coverage up to the limits of such policy for any liability, loss or damage which may be incurred or suffered by Xxxxxxxx in connection with product liability claims other than the possible lack of coverage for punitive damages and claims for deductible amounts.
Product Liability Matters. 72 7.13.2. Antitrust.................................................. 72 7.13.3. Consumer Protection........................................ 72 7.13.4. Future Expenditures........................................ 72 7.14. Transactions with Affiliates......................................... 73 7.15. Pension Plans........................................................ 73 7.16. Acquisition Agreement, etc........................................... 73 7.17. Foreign Trade Regulations; Government Regulation; Margin Stock....... 73 7.17.1. Foreign Trade Regulations.................................. 73 7.17.2. Government Regulation...................................... 74 7.17.3. Margin Stock............................................... 74 7.18. Disclosure........................................................... 74
Product Liability Matters. A-16 4.35 No Undisclosed Liabilities......................................... A-17 ARTICLE V: REPRESENTATIONS AND WARRANTIES OF NPB.............................. A-17 5.1 Organization....................................................... A-17 5.2 Capitalization..................................................... A-17 5.3 Authority Relative to this Agreement............................... A-18 5.4 Consents and Approvals; No Violations.............................. A-18 5.5 Reports and Financial Statements; Absence of Certain Changes....... A-18 5.6 Information in Registration Statement and Proxy Statement.......... A-19 5.7 Share Ownership.................................................... A-19 5.8 Compliance With Applicable Law..................................... A-19 5.9 Ownership of Shares of AMI Common Stock............................ A-19 5.10 Complete Copies of Requested Reports............................... A-19 5.11 Pooling of Interests............................................... A-19 5.12
Product Liability Matters. As of the date of this Agreement, neither AMI nor any of its subsidiaries has submitted to its product liability insurance carriers any claims with respect to potential product liability of AMI nor knows of any such claims which should have been submitted to its product liability insurance carriers. NPB has previously been afforded access to all files containing, or been furnished with copies of, all pleadings, claims complaints and relevant Reports in connection with the foregoing. Neither AMI, nor any of its subsidiaries, nor to AMI's knowledge, any employee or agent of AMI or any of its subsidiaries, has made any untrue statement of a material fact or omitted to state a material fact in connection with obtaining or renewing any insurance policy providing product liability coverage in respect of the products of AMI or any of its subsidiaries which could reasonably result in the loss of any material portion of such coverage and AMI has not received any written notice from any insurance company stating that any insurance A-16 22 policy of AMI or any of its subsidiaries may not provide coverage up to the limits of such policy for any liability, loss or damage which may be incurred or suffered by AMI in connection with product liability claims other than the possible lack of coverage for punitive damages and claims for deductible amounts. 4.35
Product Liability Matters. Seller and Buyer agree, with respect to product liability and similar claims for injury to person or property which arise out of or are based upon any express or implied representation, warranty, agreement or guarantee, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture of a product, failure to adequately package, label or warn of hazards or other related product defects (any of the foregoing, a “Product Liability Claim”), that: (i) if any such Product Liability Claim arises out of an accident or occurrence involving a product manufactured or sold or any service performed by Seller on or prior to the Effective Time, but excluding Ordinary Course Warranty Claims (a “Seller Product Liability Claim”), the defense and handling of the same will be undertaken by Seller directly or through the appropriate insurance contract, and (ii) if any such Product Liability Claim arises out of an accident or occurrence involving a product manufactured or sold or any service performed by Buyer after the Effective Time (a “Buyer Product Liability Claim”), the defense and handling of the same will be undertaken by Buyer directly or through the appropriate insurance contract. Buyer will use its commercially reasonable efforts to develop and implement a procedure for marking products to facilitate identification of such products as manufactured after the Effective Time reasonably consistent with the labeling procedures currently used by Seller. With regard to the investigation and defense of Product Liability Claims, each party agrees to provide the other with such documentary material and assistance of personnel (subject to reimbursement of reasonable travel and lodging expenses) as is available to one party and as the other may reasonably require in connection with such investigation or defense.
Product Liability Matters. There are no facts, events, conditions, circumstances, activities, practices, incidents, actions, omissions or plans known to the Company which would reasonably be expected to give rise to any liability or obligation based on or related to any product that is or was designed, formulated, manufactured, processed, distributed, sold or placed in the stream of commerce by the Company (the ”Products”) or any service provided by or on behalf of the Company. A complete list of the Products owned or sold by the Company is provided on Schedule 2.16. There are no existing or, to the knowledge of the Company, threatened product liability, warranty, failure to adequately warn or any other similar claims against the Company for products or services provided by the Company. To the knowledge of the Company, there are no statements, citations, correspondence or decisions by any Governmental Authority stating that any of the Products are defective or unsafe or fails to meet any product warranty or any standards promulgated by any such Governmental Authority. There have been no written notices of recall served on the Company by any such Governmental Authority with respect to any of the Products. All Products, including the packaging and advertising related thereto, which were designed, formulated, manufactured, processed, distributed, sold or placed in the stream of commerce by the Company or any services provided by or on behalf of the Company complied with applicable permits, applicable laws or applicable industry or customer standards and there have not been and there are no material defects or deficiencies in such services or products. There are no (a) facts relating to any Product that would reasonably be expected to impose upon the Company a duty to recall any Product or a duty to warn customers of a defect in any Product, (b) latent or overt design, manufacturing or other defect in any Product, or (c) liability for warranty or other claims or returns with respect to any Product except in the ordinary course of business. No notice of claim has been served against the Company for renegotiation or price re-determination of any business transaction, and to the Company’s knowledge, there are no facts upon which any such claim could be based.
Product Liability Matters. “Product Liability Matters” shall mean any and all product recalls, and liabilities or obligations or damages of any kind for death, disease, or injury to Persons, businesses, or property relating to products produced, distributed, sold, or shipped by the Company prior to the Closing Date.
