Product Liability and Warranties. 8.1 LICENSEE shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold M.I.T., HARC, and BCM, their trustees, directors, officers, employees and affiliates, harmless against all claims, proceedings, demands and liabilities of any kind whatsoever, including legal expenses and reasonable attorneys' fees, arising out of the death of or injury to any person or persons or out of any damage to property, resulting from the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED PRODUCT(s) and/or LICENSED PROCESS(es) by LICENSEE.
Product Liability and Warranties. Except as set forth on Schedule 3.02(w) of the Disclosure Package, since December 31, 1998, neither Seller, in connection with the Business, nor the UK Company has received any claims for product liability or breach of warranty (whether or not covered by insurance) nor has Seller or the UK Company given written notice to any customer of the Business of any defect or deficiency with respect to products designed, manufactured, assembled, repaired, maintained, delivered or installed or services rendered prior to the Closing.
Product Liability and Warranties. (i) The Vendor Group has not offered any warranties of products or services, and there are no current Claims or, to the Knowledge of the Vendor Group, threatened Claims against the Vendor Group or with respect to the production or sale of products or the provision of services by the Vendor Group, and to the Knowledge of the Vendor Group, there is no basis for any possible Claim against, or loss on the part of, the Vendor Group arising from, relating to, or in connection with the production or sale of products or the provision of services by the Vendor Group.
Product Liability and Warranties. Except as disclosed in Section 3.27 of the Disclosure Schedule: (a) to the knowledge of Seller and the Company, no defect or deficiency exists in any of the products manufactured or sold by the Company during the last five years, or in any of the Company's finished inventory, that could give rise to any liabilities or claims for breach of warranty, product liability, or similar liabilities or claims; (b) there are not pending, nor, to the knowledge of Seller and the Company, threatened, any claims under or pursuant to any warranty, whether expressed or implied, on products or services sold by the Company prior to the date of this Agreement that are not disclosed or referred to in the March 31, 2003 Balance Sheet and which are not fully reserved against; (c) there is no claim now pending or, to the knowledge of Seller and the Company, threatened by or before any government authority alleging any defect in any product manufactured, shipped, sold or delivered by the Company or alleging, with respect thereto, any failure of the Company to warn or any breach by the Company of any implied warranties or representations, and, to the knowledge of Seller and the Company, there is no valid basis for any such claim; (d) to the knowledge of Seller and the Company, there has not been within the last five (5) years been any product recall or post-sale warning or similar action (individually, a "Recall" and collectively, "Recalls") conducted with respect to any product manufactured, shipped, sold or delivered by the Company, or any investigation by any government authority concerning whether to undertake or not undertake any Recalls; and (e) to the knowledge of Seller and the Company, within the last five (5) years there have been no material defects in, failures to warn, or breaches of express or implied warranties or representations with respect to, any product manufactured, shipped, sold or delivered by the Company.
Product Liability and Warranties. 22 2.35 Absence of Certain Payments..................................................................22 2.36 Absence of Offer.............................................................................22 2.37
Product Liability and Warranties. (a) All liability to third parties and warranty obligations respecting products delivered by the Business and/or services provided by the Vendor prior to the Closing Date, whether arising before or after the Closing Time and whether known or unknown at the Closing Time to the extent such liability or warranty obligations exceed the applicable reserve contained in the Closing Date Statement, shall remain the sole responsibility of the Vendor and the Vendor covenants and agrees to indemnify and save harmless the Purchaser on an after Tax basis in respect of such liability and warranty obligations.
Product Liability and Warranties. Except as disclosed in Section 3.27 of the Disclosure Schedule: (a) to the knowledge of Seller and the Company, no defect or deficiency exists in any of the products manufactured or sold by the Company during the last five years, or in any of the Company's finished inventory, that could give rise to any liabilities or claims for breach of warranty, product liability, or similar liabilities or claims; (b) there are not pending, nor, to the knowledge of Seller and the Company, threatened, any claims under or pursuant to any warranty, whether expressed or implied, on products or services sold by the Company prior to the date of this Agreement that are not disclosed or referred to in the March 31, 2003 Balance Sheet and which are not fully reserved against; (c) there is no claim now pending or, to the knowledge of Seller and the Company, threatened by or before any government authority alleging any defect in any product manufactured, shipped, sold or delivered by the Company or alleging, with respect thereto, any failure of the Company to warn or any breach by the Company of any implied warranties or representations, and, to the knowledge of Seller and the Company, there is no valid basis for any such claim; (d) to the knowledge of Seller and the Company, there has not been within the last five
Product Liability and Warranties. Schedule 2.17 sets forth the policies of product liability insurance maintained by SME and covering the products of the Acquired Business, including the insurer, policy limits, deductibles and term. Each product of the Acquired Business sold, or delivered by SME has been marketed and sold in conformity in all material respects with all applicable contractual commitments and all express and implied warranties. Seller does not have any knowledge of the existence or of any liability (and, to the knowledge of the Seller, there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand giving rise to any liability) for replacement or repair thereof or other damages in connection therewith. No product or service of the Acquired Business sold, or delivered by the Seller is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale of SME or the manufacturer of the product.
Product Liability and Warranties. Schedule 2.16 sets forth the policies of product liability insurance maintained by Seller and covering the products of the Acquired Business, including the insurer, policy limits, deductibles and term. Except as set forth on Schedule 2.16, each product of the Acquired Business designed, manufactured, sold, or delivered by the Seller has been produced and sold in conformity in all material respects with all applicable contractual commitments and all express and implied warranties. Seller does not have any knowledge of the existence or of any liability (and, to the knowledge of the Seller, there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand giving rise to any liability) for replacement or repair thereof or other damages in connection therewith. No product or service of the Acquired Business designed, manufactured, sold, or delivered by the Seller is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale.
Product Liability and Warranties. Each product designed, manufactured, sold, leased, or delivered by the Company has been in conformity in all material respects with all applicable contractual commitments and all express and implied warranties, and the Company does not have any liability (and, to the knowledge of the Company and the Principal Shareholders, 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) for replacement or repair thereof or other damages in connection therewith, subject only to the reserve for product warranty claims in the Interim Financial Statements as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company. No product or service designed, manufactured, sold, leased, or delivered by the Company is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Schedule 2.35 includes copies of the standard terms and conditions of sale or lease for the Company (containing applicable guaranty, warranty, and indemnity provisions).
