Product Liability. Except as set forth on Disclosure Schedule 3.22, 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, or use of any product manufactured, sold, leased, licensed, or delivered by Seller in the operation of the Business.
Appears in 3 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement
Product Liability. Except To the Seller’s Knowledge, except as set forth on in Clause 9.26 of the Seller Disclosure Schedule 3.22Schedule, 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, leased, licensed, sold or delivered by the Seller in or the operation of the BusinessSeller’s third party manufacturers.
Appears in 3 contracts
Sources: Business Transfer Agreement (Hospira Inc), Business Transfer Agreement (Hospira Inc), Business Transfer Agreement (Hospira Inc)
Product Liability. Except as set forth on Disclosure Schedule 3.223.27, Seller does not have any Liability each of the Sellers has no material liability (and to the best knowledge of the Sellers, there is no Basis for reasonable basis for, and each of the Sellers is not aware of, any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liabilityliability) arising out of any injury to any individuals or property as a result of the ownership, possession, or use of any Fastener Business product manufactured, sold, leased, licensed, leased or delivered by Seller in the operation Sellers or any of the Businesstheir subsidiaries.
Appears in 3 contracts
Sources: Acquisition Agreement (Alcoa Inc), Acquisition Agreement (Fairchild Corp), Acquisition Agreement (Fairchild Corp)
Product Liability. Except as set forth on Disclosure Schedule 3.223.26, to Seller’s Knowledge, 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 material liability as of them giving rise to any Liability) the date hereof arising out of any injury to individuals or property as a result of the ownership, possession, possession or use of any product manufactured, sold, leased, licensed, leased or delivered by Seller in the operation of the BusinessSeller.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Inphonic Inc), Asset Purchase Agreement (Inphonic Inc)
Product Liability. Except as set forth on described in Section 3.19 of the Disclosure Schedule 3.22Schedule, to Seller's Knowledge, 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 damage to property as a result of the ownership, possession, or use of any product manufactured, sold, leased, licensed, or delivered by the Seller in the operation of and which relates to the Business.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Belden Inc), Asset Purchase Agreement (Belden Inc)
Product Liability. Except as set forth disclosed on Disclosure Schedule 3.224.30(b), with respect to the operation or conduct of the Business, Seller does not have has no Knowledge of any Liability (and and, to the Knowledge of Seller, there is no Basis basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand Proceedings against any of them 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 manufactured, fabricated, assembled, sold, leased, licensed, leased or delivered by Seller in with respect to the operation or conduct of the BusinessBusiness prior to the Closing Date.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Journal Communications Inc), Asset Purchase Agreement (Multi Color Corp)
Product Liability. Except as set forth on Disclosure in Schedule 3.226.25, Seller does not have any Liability has no liability (and there is no Basis basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand against any of them giving rise to any Liabilityliability) arising out of any injury to individuals or property as a result of the ownership, possession, possession or use of any product manufactured, sold, leased, licensed, sold or delivered service performed by Seller in the operation of the BusinessSeller.
Appears in 2 contracts
Sources: Asset Purchase Agreement (UCI Holdco, Inc.), Asset Purchase Agreement (United Components Inc)
Product Liability. Except as set forth on Disclosure Schedule 3.22, Seller does not have any Liability (and and, to Seller’s knowledge, there is no Basis basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them Seller or its Affiliates or ▇▇▇▇▇▇ 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 Products manufactured, sold, leased, licensed, sold or delivered by Seller in the operation of the Businessdelivered.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Bioadaptives, Inc.), Asset Purchase Agreement (Bioadaptives, Inc.)
Product Liability. Except as set forth on Section 3.22 of the Disclosure Schedule 3.22Schedule, 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 any of them 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 manufactured, sold, leased, licensed, or delivered by Seller in the operation of the BusinessSeller.
Appears in 1 contract
Sources: Asset Purchase Agreement (Commercial Vehicle Group, Inc.)
Product Liability. Except as set forth on Disclosure Schedule 3.22, Seller does not have any Liability (and and, to Seller’s knowledge, there is no Basis basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them 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 Device manufactured, sold, leased, licensed, sold or delivered by Seller in the operation of the Businessdelivered.
Appears in 1 contract
Sources: Asset Purchase Agreement (Merit Medical Systems Inc)
Product Liability. Except as set forth on Disclosure Schedule 3.22To the best of Seller's knowledge, none of the Seller does not have and its Subsidiaries has any Liability liability (and there is no Basis basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liabilityliability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product manufactured, sold, leased, licensed, or delivered by Seller in the operation any of the BusinessSeller and its Subsidiaries during the three (3) year period prior to the Closing Date.
Appears in 1 contract
Sources: Plan of Reorganization and Asset Purchase Agreement (3m Co)
Product Liability. Except as set forth on Disclosure in Schedule 3.223.24, Seller does has no liabilities that have not have any Liability been satisfied (and to the knowledge of Seller, there is no Basis basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them Seller giving rise to any Liabilityliability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any defective product manufactured, sold, leased, licensed, distributed or delivered by Seller in the operation of and relating to the Business.
Appears in 1 contract
Product Liability. Except as set forth on Disclosure Schedule 3.222.24, to the Knowledge of the Seller, the Seller does not have any Liability (and there is has no Basis for any present liability or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) 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, or use of any product manufactured, sold, leased, licensedor delivered by, or delivered by any service provided by, Seller (or any Person for which Seller may be responsible) in the operation of connection with the Business.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Tollgrade Communications Inc \Pa\)
Product Liability. Except as set forth on Disclosure Schedule 3.223.21, Seller does not have any the Seller, has no material Liability (and there is no Basis basis for any present or future to the Seller’s Knowledge future, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any material Liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product manufactured, sold, leased, licensed, or delivered by Seller in the operation of the BusinessToner Products.
Appears in 1 contract
Sources: Asset Purchase Agreement (Media Sciences International Inc)
Product Liability. Except as set forth on Disclosure provided in Schedule 3.224.21, to Seller's knowledge, Seller does not have any Liability has no liability (and there is no Basis for reasonably meritorious basis for, or threat of, any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand against any of them giving Seller reasonably expected to give rise to any Liabilityliability) arising out of any injury to individuals or property as a result of the ownership, possession, possession or use of any product manufactured, sold, leased, licensed, Seller Product or prototype of any Seller Product manufactured or delivered by Seller in or any subsidiary or other affiliate of Seller prior to the operation of the BusinessClosing Date.
Appears in 1 contract
Product Liability. Except as set forth on Disclosure in Schedule 3.228.7, Seller does not have any Liability it has no liability (and there is Seller has no Basis knowledge of any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them Seller giving rise to any Liabilityliability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product manufactured, sold, leased, licensed, or delivered by Seller in the operation of the BusinessSeller.
Appears in 1 contract
Sources: Asset Purchase Agreement (Clearone Communications Inc)
Product Liability. Except as set forth on Disclosure Schedule 3.225.15, Seller does not to the Knowledge of Sellers, Sellers have any 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 them 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, sold, leased, licensedor delivered by, or delivered any service provided by Seller in Sellers (or any person or entity for which Sellers may be responsible) for the operation of the ▇▇▇▇ Wrap Business.
Appears in 1 contract
Product Liability. Except as set forth on the Disclosure Schedule 3.22hereto, the Seller does not have any has no 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 any of them 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, sold, leased, licensed, or delivered by Seller in the operation of the BusinessSeller.
Appears in 1 contract
Sources: Asset Purchase Agreement (Buckeye Technologies Inc)
Product Liability. Except as set forth on Disclosure Schedule 3.224.22, 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 material liability as of them giving rise to any Liability) the date hereof arising out of any injury to individuals or property as a result of the ownership, possession, possession or use of any product manufactured, sold, leased, licensed, leased or delivered by Seller in the operation of the BusinessSeller.
Appears in 1 contract
Sources: Asset Purchase Agreement (Security Capital Corp/De/)
Product Liability. Except as set forth on Disclosure in Schedule 3.223.16, the Seller does has not have had any Liability liability (and and, to the Seller’s knowledge, there is no Basis reasonable basis for any present or future action, suitlawsuit, proceeding, hearing, investigation, charge, complaint, claim, or demand damage against any of them the 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 manufacturedor service provided, sold, leased, licensed, sold or delivered by the Seller in connection with the operation of the Human Banking Business.
Appears in 1 contract
Product Liability. Except as set forth on Disclosure in Schedule 3.223.26 and except for those liabilities which would not have a Seller Material Adverse Effect, Seller does has no liabilities that have not have any Liability been satisfied (and to the knowledge of Seller, there is no Basis basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them Seller giving rise to any Liabilityliability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any defective product manufactured, sold, leased, licensed, sold or delivered by Seller in the operation of the BusinessSeller.
Appears in 1 contract
Product Liability. Except as set forth on Disclosure Schedule 3.225.27, the Seller does not have any Liability liability (and there is no Basis reasonable basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand proceeding against any of them giving rise to any Liabilityliability) arising out of any injury to individuals or property as a result of the ownership, possession, possession or use of any product manufactured, sold, leasedleased or delivered or service performed by Seller. There are no facts which the Selling Group believe will lead to such a liability, licensedasserted or otherwise, or a voluntary or involuntary recall of any products manufactured, sold, leased or delivered by Seller in the operation of the BusinessSeller.
Appears in 1 contract
Product Liability. Except as set forth on Disclosure Schedule 3.222.1(p), to ----------------- Seller's knowledge, Seller does not have any Liability has no liability (and there is no Basis basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them Seller giving rise to any Liabilityliability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product products manufactured, sold, leased, licensed, sold or delivered distributed by Seller in the operation of the BusinessSeller.
Appears in 1 contract
Product Liability. Except as set forth on in Section 4.23 of the Disclosure Schedule 3.22Letter, Seller does not to the Knowledge of the Sellers, the Sellers have any no Liability (and to the Knowledge of the Sellers, there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any either of them the Sellers 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, sold, leased, licensed, or delivered by Seller in the operation of the BusinessSellers.
Appears in 1 contract
Product Liability. Except as set forth on Disclosure Schedule 3.22, The Seller does not have any Liability liability (and there ----------------- is no Basis basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them the Seller giving rise to any Liabilityliability) arising out of any injury to individuals or property as a result of the consumption, ownership, possession, or use of any product manufactured, sold, leased, licensed, sold or delivered by the Company (including the Inventory). Neither the Company nor the Seller in with respect to the operation Business has been party to any products liability litigation within the three years prior to the date of the Businessthis Agreement.
Appears in 1 contract
Sources: Purchase Agreement (Luiginos Inc)
Product Liability. Except as set forth on Disclosure in Schedule 3.223.22 and except for those liabilities which would not have a Material Adverse Effect, Seller does has no liabilities that have not have any Liability been satisfied (and to the Knowledge of Seller, there is no Basis basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them Seller giving rise to any Liabilityliability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any defective product manufactured, sold, leased, licensed, sold or delivered by Seller in the operation of and relating to the Business.
Appears in 1 contract
Product Liability. Except as set forth on Disclosure Schedule 3.224.32, Seller does not have has no knowledge of any Liability (and there is no Basis liability, or any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them Seller giving rise to any Liability) liability arising out of any injury to individuals or property damage as a result of the ownership, possession, or use of any product manufactured, sold, leased, licensed, or delivered by Seller in the operation of the BusinessSeller.
Appears in 1 contract
Product Liability. Except as set forth on Disclosure Schedule 3.22Solely related to the Business, 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, claim or demand against any of them Seller and related to the Business giving rise rights to any Liability) product liability arising out of any injury to individuals or property as a result of the ownership, possession, possession or use of any product manufactured, sold, leased, licensed, sold or licensed or delivered by Seller Seller; provided, however, that nothing contained in this Section 4.27 shall be deemed to expand or otherwise modify the operation of the Businessrepresentations contained in Section 4.19.
Appears in 1 contract
Product Liability. Except as set forth on the Disclosure Schedule 3.22hereto, the Seller does not have any has no Liability (and 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 any of them 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, sold, leased, licensed, or delivered by Seller in the operation of the BusinessSeller.
Appears in 1 contract
Product Liability. Except as set forth on Disclosure Schedule 3.223.25, 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 material liability as of them giving rise to any Liability) the date hereof arising out of any injury to individuals or property as a result of the ownership, possession, possession or use of any product manufactured, sold, leased, licensed, leased or delivered by Seller in the operation of the BusinessSeller.
Appears in 1 contract