Products Liability and Warranty Claims Sample Clauses

Products Liability and Warranty Claims. Except as set forth on Schedule 3.24:
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Products Liability and Warranty Claims. Except as set forth on the Company Disclosure Schedule:
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Products Liability and Warranty Claims. 22 3.25 Insider Interests 22 3.26 Brokers and Finders 23 3.27 Accounts Payable 23 IV. REPRESENTATIONS AND WARRANTIES OF BUYER 23 4.1 Organization 23 4.2 Authority and Enforceability 23 4.3 Third-Party Consents 23 4.4 No Conflict or Violation 23 4.5 Financing 24 4.6 No Pending Litigation or Proceedings 24 4.7 Brokers and Finders 24 V. COVENANTS 24 5.1 Access to Information 24 5.2 Conduct of Business 25 5.3 Consents; Termination of Encumbrances 25 5.4 Best Efforts 25 5.5 Further Assurances 25 5.6 Update Schedules 26 5.7 Payments Received; Checks and Drafts 26 5.8 Employees 26 5.9 Endorsement Authorization 27 5.10 Cooperation in Litigation 27 5.11 Cooperation in Tax Matters 27 5.12 Exclusivity 28 5.12 Press Releases 28 5.14 Expenses of Transfer 28 VI. CONDITIONS TO CLOSING 28 6.1 Conditions to Obligations of Buyer at Each Closing 28 6.2 Conditions to Obligations of Seller at Each Closing 30 VII. INDEMNIFICATION 32 7.1 Indemnification By Seller 32 7.2 Indemnification by Buyer 33 7.3 Tax Benefits/Costs 33 7.4 Defense of Claims 33 7.5 Survival of Representations and Warranties 35 7.5 Right of Setoff 35 7.7 Remedies 35 7.8 Limitations on Indemnity Claims 35 7.9 Tax Treatment of Indemnity Payments 35 VIII. TERMINATION 36 (ii)
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Products Liability and Warranty Claims. With respect to the VA Business:
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Products Liability and Warranty Claims. Prior to the date hereof, the Company has made available to the Buyer, or its Representatives, true and complete copies of the standard terms and conditions of sale for each of the services of the Transferred Companies (containing applicable guaranty, warranty and indemnity provisions). No service rendered by or on behalf of, any Transferred Company is subject to any guaranty, warranty or other indemnity, express or implied, beyond such standard terms and conditions. Each Transferred Company’s obligations for guaranty, warranty or other indemnity for services rendered by or on behalf of, such Transferred Company are fully and adequately reserved against, as reflected in the Historical Financial Statements. None of the Transferred Companies has any Liability in respect of any service rendered, other than in the Ordinary Course, by or on behalf of such Transferred Company or any predecessor, in each case prior to Closing. Other than in the Ordinary Course, none of the Transferred Companies has entered into, or offered to enter into, any Contract pursuant to which such Transferred Company is or will be obligated to make any rebates, discounts, promotional allowances or similar payments or arrangements to any customer. All such payments or arrangements are reflected in the Historical Financial Statements.
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Products Liability and Warranty Claims. Seller has heretofore delivered to Buyer correct and complete copies of all written warranties issued in connection with the Business. Except as set forth in Schedule 3.27:
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Related to Products Liability and Warranty Claims

  • Product Liability and Recalls (a) Except a disclosed in Section 3.27 of the Disclosure Schedule or the Company SEC Documents to the Best Knowledge of the Company, there is no claim, or the basis of any claim, against the Company or any of this subsidiaries for injury to person or property of employees or any third parties suffered as a result of the sale of any product or performance of any service by the Company or any of its subsidiaries, including claims arising out of any alleged defective nature of its products or services, which could reasonably be expected to have a Material Adverse Effect on the Company.

  • Product Warranty and Product Liability Schedule 5.17 of the Disclosure Schedule contains a true, correct and complete copy of Company’s standard warranty or warranties for sales of Products (as defined below) and, except as stated therein, there are no warranties, commitments or obligations with respect to the return, repair or replacement of Products. Schedule 5.17 of the Disclosure Schedule contains a description of all product liability claims and similar claims, actions, litigation and other proceedings relating to Products which are presently pending or which to Company’s knowledge are threatened, or which have been asserted or commenced against Company within the last two (2) years, in which a party thereto either requests injunctive relief (whether temporary or permanent) or alleges damages in excess of $100,000.00 (whether or not covered by insurance). To the best of the Company’s knowledge, there are no defects in design, construction or manufacture of Products which would adversely affect performance or create an unusual risk of injury to persons or property. Except as set forth on Schedule 5.17, none of the Products has been the subject of any replacement, field fix, retrofit, modification or recall campaign other than in the ordinary course of business. The Products have been designed and manufactured so as to meet and comply with all governmental standards and specifications currently in effect, and have received all governmental approvals necessary to allow their sale and use. As used herein, the term “Products” means any and all products currently or at any time previously manufactured, distributed or sold by Company, or by any predecessor of Company under any brand name or xxxx under which products are or have been manufactured over the last three (3) years, distributed or sold by Company, in or through the Business. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

  • Products Liability There is no Action before any Governmental Authority involving Seller based upon breach of product warranty, strict liability in tort, negligent design, negligent manufacture of product, defects in design, manufacture, materials or workmanship, negligent provision of services, or any other allegation of liability, including or resulting in product recalls, arising from the materials, design, testing, manufacture, packaging, labeling (including instruction for use), documentation or sale of products (collectively, “Product Claims”; and, to the Knowledge of Seller, there is no basis for any such Product Claim. To the Knowledge of Seller, there are no material errors in any published technical documentation, specifications, manuals or user guides provided in the ordinary course of business to customers of the Business. There have been no material defects in design, manufacturing, materials or workmanship, including any failure to warn, or any breach of express or implied warranties or representations, which involve any product manufactured (or to be manufactured), shipped, sold, installed or delivered by or on behalf of Seller. There have been no product recalls by Seller with respect to any products manufactured (or to be manufactured), shipped, sold, installed or delivered by or on behalf of Seller, or to the Knowledge of Seller any investigation or consideration of or decision made by any Person or Governmental Authority concerning whether to undertake or not to undertake any recall. All manufacturing standards applied, testing procedures used, and product specifications disclosed to customers by Seller have complied in all material respects with all requirements established by any applicable Law or any Governmental Authority.

  • Product Liability Claims Notwithstanding the provisions of Section 9.2, any Losses arising out of any Third Party claim, suit, action, proceeding, liability or obligation involving any actual or alleged death or bodily injury arising out of or resulting from the development, manufacture or Commercialization of any Fibrocell Products or Improved Products for use or sale in the Field, to the extent that such Losses exceed the amount (if any) covered by the applicable Party’s product liability insurance (“Excess Product Liability Costs”), shall be paid by [*****], except to the extent such Losses arise out of any Third-Party Claim based on the gross negligence or willful misconduct of a Party, its Affiliates, or its Affiliates’ sublicensees, or any of the respective officers, directors, employees and agents of each of the foregoing entities, in the performance of obligations or exercise of rights under this Agreement.

  • Standard of Care, Liability and Indemnification (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.

  • 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.

  • Warranty Claims The Limited Warranty is effective only if Sub-Distributor gives prompt written notice to Distributor of any alleged breach of the Limited Warranty, which notice shall specifically describe the problem and shall state the date of sale and name and location of the recipient of the Product originally shipped by Distributor. Notwithstanding anything to the contrary contained herein, Distributor shall have no obligation under the Limited Warranty unless it receives such notice within thirty (30) days following the expiration of the warranty period. In the event of any breach of the Limited Warranty Distributor’s sole obligation is to replace each non-conforming Product within a reasonable period of time and to pay for the costs of shipment to the original recipient of the Product or as otherwise specified by Sub-Distributor.

  • Product Liability The Company 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 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, or delivered by the Company.

  • Seller's Liability Seller shall remain liable for all Liability related to workers’ compensation, disability and occupational diseases of or with respect to all of Seller’s employees attributable to injuries, claims, conditions, events and occurrences occurring prior to the Closing Date, which Liability shall be a Retained Liability.

  • Non Liability and Indemnification 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence of Landlord, its agents or employees occurring within the scope of their respective employments without negligence on the part of Tenant, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.

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