Retained Product Liabilities definition

Retained Product Liabilities means any liability of Seller, whether known or unknown to Seller, (i) that arises out of (x) the manufacture, sale, distribution, or use (whether or not sold or distributed commercially or for research purposes, or otherwise, and irrespective of whether manufactured, sold or distributed by Seller or any predecessor of the Business) of any products of the Business, including Nitric Oxide or any gases or equipment related to the use of Nitric Oxide, on or before the Closing Date, or (y) any services of the Business rendered by Seller or any predecessor of the Business, on or before the Closing Date; and (ii) that arises out of the use of any gas products of the Business after the Closing Date, including Nitric Oxide or any other gas products related to the use of Nitric Oxide (whether or not manufactured, sold or distributed commercially or for research purposes, or otherwise, and irrespective of whether manufactured, sold or distributed by Seller or its predecessors before or after the Closing Date, or by Purchasers after the Closing Date), if the gas product was manufactured on or before the Closing Date, and if the gas product (i) is defective in a manner so as not to meet any applicable standards promulgated by any Governmental Authority, or (ii) does not conform to product specifications as set forth in the Business’s literature concerning the product.
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Retained Product Liabilities means any Liabilities of, arising from or relating to (1) any Product, or (2) any officer, director or trustee of any Product (as applicable) to the extent relating to them in their capacity as such, or (3) any investment advisory, custody, transfer agent, administration or other services of any kind provided to any Product. For the avoidance of doubt, and without limiting the foregoing, “Retained Product Liabilities” include (a) all Liabilities of the Products, or arising out of, resulting from or relating to the services provided to the Products by their respective service providers, in all cases to the extent existing on or prior to the consummation of the First Closing, the Interim Closing or the Final Closing with respect to assets transferred at that Closing, as applicable, or to the extent arising from or relating to, actions, omissions, events or periods of time occurring, or the operation of the Products, on or prior to, the consummation of the First Closing, the Interim Closing or Final Closing with respect to assets transferred at that Closing, as applicable, and (b) (i) any payments or other Liabilities (including all conversion fees, expenses and costs) ultimately due to any service provider of the Products, (ii) any Taxes, (iii) any Litigation against any Product, and (iv) any obligation or other Liability arising from or relating to the actions or omissions of the RidgeWorth Trust, any Product or their respective service providers or Affiliates (or of any Person acting at the direction of any of them) relating to the implementation or consummation of the Transactions. Nothing in this definition shall limit the indemnification obligations of Federated under Section 9.2 of this Agreement.
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Related to Retained Product Liabilities

  • 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.

  • 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.

  • 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).

  • 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.

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

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

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

  • Retained Assets has the meaning set forth in Section 2.2.

  • 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.

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

  • Covered Liabilities as defined in Subsection 11.21.

  • Retained Obligations shall have the meaning set forth in Section 2.6.

  • 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.

  • Third Party Liability means the liability of ARTC and/or the Operator to any third party (not being a related entity as defined in the Corporations Act 2001) who suffers any personal injury, property or economic loss or damage as a consequence of an Incident.

  • Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

  • 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;

  • Net Liability as used herein is defined as the Company's gross liability remaining after cessions, if any, to other pro rata reinsurers.

  • Seller Losses shall have the meaning set forth in Section 9.1(b).

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • Products Liability means:Your legal liability in respect of Personal Injury and/or Property Damage caused by or arising out of any Products or the reliance upon a representation or warranty made at any time with respect to such products; but only where such Personal Injury and/or Property Damage occurs away from premises owned or leased by or rented to You and after physical possession of such products has been relinquished to others.

  • Employee Liabilities means all claims, actions, proceedings, orders, demands, complaints, investigations (save for any claims for personal injury which are covered by insurance) and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs, expenses and legal costs reasonably incurred in connection with a claim or investigation including in relation to the following: redundancy payments including contractual or enhanced redundancy costs, termination costs and notice payments; unfair, wrongful or constructive dismissal compensation; compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation or claims for equal pay; compensation for less favourable treatment of part-time workers or fixed term employees; outstanding debts and unlawful deduction of wages including any PAYE and National Insurance Contributions in relation to payments made by the Customer or the Replacement Supplier to a Transferring Supplier Employee which would have been payable by the Supplier or the Sub-Contractor if such payment should have been made prior to the Service Transfer Date; claims whether in tort, contract or statute or otherwise; any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body and of implementing any requirements which may arise from such investigation;

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