Indemnified Product Liability Claims definition

Indemnified Product Liability Claims means all Losses in respect of any product liability claims for products manufactured by the Business on or prior to the Closing; provided, however, that, (a) Indemnified Product Liability Claims does not include any product liability claim for less than $1,000 in the aggregate; and (b) to the extent Buyer and Seller cannot reasonably determine whether any particular product was manufactured on or prior to the Closing, then such product will be deemed to be manufactured (i) on or prior to the Closing if the applicable claim was first asserted in writing to Buyer within six (6) months after the Closing (and Seller is given written notice of such claim by Buyer within 10 days of receipt by Buyer); and (ii) after the Closing if not so asserted within such time period.
Sample 1

Related to Indemnified Product Liability Claims

  • Product Liability Claim means a Claim of a Third Party (other than a Claim arising out of use of the Product in a clinical trial) that (i) arises as a result of the use of the Product during the Term that results in personal injury or death or (ii) is in anticipation of or intended to prevent or forestall personal injury or death as a result of the use of the Product during the Term.

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Product Liability means any liability, claim or expense, including but not limited to attorneys’ fees and medical expenses, arising in whole or in part out of a breach of any express or implied product warranty by the Company, strict liability in tort, negligent manufacture of product, negligent provision of services, product recall, or any other allegation of liability arising from the design, testing, manufacture, packaging, labeling (including instructions for use), or sale of products.

  • Product Liabilities means all claims, Liabilities and Proceedings related to or arising from actual or alleged harm, injury, damage or death to persons, animals, property or business, irrespective of the legal theory asserted, and resulting from or alleged to result from the use, sale or manufacture of the Products.

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Liability Claim has the meaning set forth in Section 7.2(a).

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Third Party Claim has the meaning set forth in Section 7.05(a).

  • Third Party Infringement Claim has the meaning set forth in Section 5.4.

  • Indemnified Person has the meaning set forth in Section 11.3.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Indemnified Persons has the meaning assigned to such term in Section 7.12(c).

  • Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Infringement Claim means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.