Pre-Closing Product Liabilities definition

Pre-Closing Product Liabilities means all Liabilities of Seller or its Subsidiaries or Affiliates arising primarily out of or relating primarily to any Products sourced, manufactured, sold or distributed prior to the Closing, or arising primarily out of or related primarily to any pre-Closing acts or omissions in connection with such Products, by Seller or any of its Subsidiaries with respect to the Business (which, for the avoidance of doubt, shall include claims based in negligence or strict product liability or claims that such products were defective or otherwise not made to specification).
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Pre-Closing Product Liabilities means any Liabilities other than Warranty Liabilities arising (or alleged to have arisen) out of claims for damage or injury arising from the sale or production of Products prior to the Closing.
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Pre-Closing Product Liabilities means any Liability that is not a Post‑Closing Product Liability, to the extent arising out of, or resulting from, the products or inventory of the Business (including the Excluded Assets) manufactured before the Closing Date, including the manufacture, design, development, testing, importation, distribution, delivery, transport, storage, ownership, possession, marketing, labeling, packaging, sale, purchase, consignment or leasing, or the provision of services with respect to the Business (including the Excluded Assets), its products or its inventory, in each case, before the Closing Date other than the Post-Closing Product Liabilities.
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Examples of Pre-Closing Product Liabilities in a sentence

  • The Seller shall pay the Company at closing $12,500.00 as reimbursement to the Company for the purchase of a product liability insurance tail policy to be in effect as of the Closing Date insuring the Company against any and all Pre-Closing Product Liabilities as defined herein with the same policy limits as currently exist per occurrence and in the aggregate and extending through the fifth (5th) anniversary of the Closing Date.

  • Pre-Closing Product Liabilities are those liabilities (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product manufactured, sold or delivered by the Company prior to the Closing.

  • Neither Federated nor any of its Affiliates, nor any director, trustee, officer, employee, agent or other representative of any of them, shall hereby assume, or otherwise hereby become liable for, any Retained Liabilities and Pre-Closing Product Liabilities.

  • Seller shall, and the Class A Owners shall cause Seller to, retain all Retained Liabilities and, as applicable, the Pre-Closing Product Liabilities, and the Retained Liabilities and, as applicable, the Pre-Closing Product Liabilities, shall remain the sole responsibility of, and shall be paid, performed and discharged in a timely manner solely by, Seller.

  • Notwithstanding the disclosures made by the Sellers in Section 3B(aa) of the Disclosure Schedule, the Sellers shall cause the Company to have a product liability insurance tail policy in effect as of the Closing Date insuring the Company against any and all Pre-Closing Product Liabilities as defined under Section 3B(aa) with respect to injuries to property or persons occurring subsequent to Closing with the same policy limits as currently exist per occurrence and in the aggregate.

  • Neither Federated Hermes nor any of its Affiliates, nor any director, trustee, officer, employee, agent or other representative of any of them, shall hereby assume, or 312419107.19 otherwise hereby become liable for, any Liabilities of or relating to Seller, including Retained Liabilities and Pre-Closing Product Liabilities.

  • Franchisee shall have 10 days to implement all such changes to the menu(s).

  • To the best of Sellers' Knowledge, the Company has no material liabilities (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product manufactured, sold or delivered by the Company prior to the Closing (the "Pre-Closing Product Liabilities").

  • Notwithstanding the disclosures made by the Sellers in section 3B(aa) of the Disclosure Schedule, the Sellers shall cause the Company to have a product liability insurance tail policy in effect as of the Closing Date insuring the Company against any and all Pre-Closing Product Liabilities as defined under section 3B(aa) with respect to injuries to property or persons occurring subsequent to Closing with the same policy limits as currently exist per occurrence and in the aggregate.


More Definitions of Pre-Closing Product Liabilities

Pre-Closing Product Liabilities means all Liabilities arising out of or otherwise related to the products manufactured, shipped, or sold and/or services performed by Seller or its Affiliates (other than BPP) prior to the Applicable Time (including claims of negligence, personal injury, product damage, product liability, product warranties, design defect, strict liability, or any other claims relating to or arising out of products manufactured, shipped or sold prior to the Applicable Time), whether such Liability relates to or arises out of accidents, injuries, Liabilities or Losses occurring prior to or after the Applicable Time, but excluding any Transferred Contract Warranty Losses and excluding any of the foregoing occurring after the Applicable Time to the extent resulting from the negligence or willful misconduct of Purchaser or its Affiliates after the Applicable Time.
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Pre-Closing Product Liabilities means all Liabilities of any Collective Trust or Hedge Fund, or arising out of, resulting from or relating to the services provided to any such Product by its respective services providers, and all Liabilities of any Direct Account, SMA Account or Subadvised Fund arising out of, resulting from or relating to the services provided to any Direct Account, SMA Account or Subadvised Fund by Seller, in each case existing at or prior to the Closing, or arising from or relating to, actions, omissions, events or periods of time occurring, or the operation of any Product, on or prior to, the Closing Date; provided, that, in the case of any Product, such Liabilities shall not include ordinary course redemptions or withdrawals, or brokerage fees or other customary expenses paid or incurred by such Products in the ordinary course consistent with past practices.
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Pre-Closing Product Liabilities include all Liabilities: (a) arising out of, resulting from or relating to the management, administration or other services provided to any such Product by its respective service providers on or prior to the Closing Date (whether such Liabilities exist at or prior to the Closing or otherwise), or (b) arising from or relating to actions, omissions, events or periods of time occurring, or the operation of any such Product, on or prior to the Closing Date. For the avoidance of doubt, and without limiting the foregoing, “Pre-Closing Product Liabilities” include: (i) any payments or other Liabilities (including all conversion fees, expenses and costs) ultimately due to a Product’s sponsor or service providers arising from or relating to actions, omissions, events or periods of time occurring on or prior to the Closing Date (including (A) in the case of the SMA Accounts, any Wrap Program Sponsor, (B) in the case of the Direct Accounts, any custodian and (C) in the case of Other Business, in connection with the Transaction) (ii) any Losses for, or arising out of or relating to, a regulatory or governmental fine, civil penalty, investigation or enforcement action relating to the Products arising from or relating to actions, omissions, events or periods of time occurring on or prior to the Closing Date, (iii) any reimbursement or reduction of advisory fees or other amounts, or any other Liability, arising from or relating to any most-favored pricing or similar provision in any SMA Contract (including any Contract with a Wrap Program Sponsor) or other Contract with a Client (including arising from or relating to any non-compliance with, breach or violation of, any such provision arising from or relating to actions, omissions, events or periods of time occurring on or prior to the Closing Date), and (iv) any obligation or other Liability arising from or relating to the actions or omissions of any Product or its service providers relating to the consummation of the Transaction.
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Pre-Closing Product Liabilities include: (i) any payments or other Liabilities (including all conversion fees, expenses and costs) ultimately due to a Product’s sponsor or service providers arising from or relating to actions, omissions, events or periods of time occurring on or prior to the Closing Date (including (A) in the case of the SMA Accounts, any Wrap Program Sponsor, (B) in the case of the Direct Accounts, any custodian and (C) in the case of Other Business, in connection with the Transaction) (ii) any Losses for, or arising out of or relating to, a regulatory or governmental fine, civil penalty, investigation or enforcement action relating to the Products arising from or relating to actions, omissions, events or periods of time occurring on or prior to the Closing Date, (iii) any reimbursement or reduction of advisory fees or other amounts, or any other Liability, arising from or relating to any most-favored pricing or similar provision in any SMA Contract (including any Contract with a Wrap Program Sponsor) or other Contract with a Client (including arising from or relating to any non-compliance with, breach or violation of, any such provision arising from or relating to actions, omissions, events or periods of time occurring on or prior to the Closing Date), and (iv) any obligation or other Liability arising from or relating to the actions or omissions of any Product or its service providers relating to the consummation of the Transaction.
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Related to Pre-Closing Product Liabilities

  • Product Liabilities means any Liability arising out of, relating to or resulting from actual or alleged harm, injury, damage or death to persons in connection with the use of any product (including in any clinical trial or study);

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Pre-Closing Environmental Liabilities means any Environmental Liabilities to the extent arising out of the ownership, operation or condition of any of the Business or the Real Property on or at any time prior to the Closing Date.

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • 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.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • 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.

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.

  • Pre-Closing Period means any taxable period ending on or before the Closing Date.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Covered Liabilities as defined in Subsection 11.21.

  • Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Product Backlog means a list of those Stories that do not form part of the current Sprint Plan at that time and which are to form the subject of a future Sprint, either in the current Release at that time or a subsequent Release;

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.