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. (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.
(ii) No Governmental Authority regulating the design, production, marketing, distribution, sale or advertising of any of the Software currently sold, distributed or used by any member of the Vendor Group has requested, within the preceding five years, that any such Software product be modified, removed from the market, removed from installation of any product or recalled, or that substantial new product testing be undertaken as a condition to the continued manufacturing, production, selling, distribution or use of such Software product.
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. 22 2.35 Absence of Certain Payments..................................................................22 2.36 Absence of Offer.............................................................................22 2.37
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.
8.2 Prior to the first use of a LICENSED PRODUCT and/or LICENSED PROCESS for a commercial application involving human subjects LICENSEE shall obtain and carry in full force and effect commercial, general liability insurance which shall protect LICENSEE and M.I.T., HARC, and BCM with respect to events covered by Article 8.1 above. Such insurance shall be written by a reputable insurance company authorized to do business in the Commonwealth of Massachusetts, shall list M.I.T., HARC, and BCM as additional named insured thereunder, shall be endorsed to include product liability coverage and shall require thirty (30) days written notice to be given to M.I.T., HARC, and BCM prior to any cancellation or material change thereof. The limits of such insurance shall not be less than ****************** per occurrence with an aggregate of ****************** for personal injury or death, and **************** per occurrence with an aggregate of *************** for property damage. LICENSEE shall provide M.I.T., HARC, and BCM with Certificates of Insurance evidencing the same.
8.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, M.I.T., HARC, AND BCM, THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTENDED NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY M.I.T., HARC, AND BCM THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. IN NO EVENT SHALL M.I.T., HARC, AND BCM, THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES BE LIABLE FOR INCIDENTAL OR ...
Product Liability and Warranties. 57 10.4 Indemnification Procedures for Third Party Claims............................................. 57 10.5 Bulk Sales Act Indemnity...................................................................... 58
Product Liability and Warranties. (a) All liability to third persons and warranty obligations respecting products manufactured or sold or services provided by the Business prior to the Closing Date shall remain the sole responsibility of the Vendor and the Vendor covenants and agrees to indemnify the Purchaser in respect of such liability and warranty obligations.
(b) All liability to third persons and warranty obligations respecting products manufactured and sold or services provided by the Business from and after the Closing Date shall be the sole responsibility of the Purchaser and the Purchaser covenants and agrees to indemnify the Vendor in respect of such liability and warranty obligations.
Product Liability and Warranties. 2.27.1 Except as set forth in Schedule 2.27.1, there are no presently pending or, to the Knowledge of JJI, threatened, and since December 31, 2004, there were at no time pending, any civil, criminal, or administrative actions, proceedings, suits, demands, claims, hearings, notices of violation, investigations, or demand letters, based on any legal or equitable theory of recovery whatsoever, relating to any alleged defect in design, manufacture, materials or workmanship, including any failure to warn or alleged Breach of express or implied warranty, representation, or condition relating to any product designed or manufactured by or on behalf of JJI or any of its Subsidiaries; provided, however, JJI is not required to list in Schedule 2.27.1 any such matter that involves a claim or potential claim of less than $10,000 as long as the aggregate of the claims and potential claims for matters not listed pursuant to this proviso does not exceed $100,000.
2.27.2 Except as set forth in Schedule 2.27.2, there have not been any product recalls or post-sale warnings since or in effect any time after December 31, 2004 by JJI, any Subsidiary of JJI or any Affiliate of JJI relating to a product designed, manufactured or sold by or on behalf of JJI.
2.27.3 To the Knowledge of JJI, no circumstances exist affecting the safety of the products of JJI or any of its Subsidiaries that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. In the five (5) years immediately prior to the date of this Agreement, neither JJI nor any of its Subsidiaries has received any notices or communications from any Governmental Authority relating to any product that any of them manufacture or sell or manufactured or sold, except as noted on Schedule 2.27.3.
2.27.4 Schedule 2.27.4 contains a complete and correct statement of all warranties, warranty policies, service agreements and maintenance agreements of JJI and any of its Subsidiaries in effect as of the date of this Agreement that provide for warranty coverage for a period in excess of 12 months. All products designed or manufactured by JJI or any of its Subsidiaries and any services rendered in the conduct of the business of JJI or any of its Subsidiaries have been in material conformity with all applicable standards, contractual commitments, and all express or implied warranties. To JJI’s Knowledge, JJI has provided to Parent (i) all existing reports and material written information regarding the...
Product Liability and Warranties. (a) Each product and service that has been sold by any Company or Subsidiary has been sold in conformity in all material respects with all commitments under applicable Contracts and all express and implied warranties (if any) provided by such Company or Subsidiary, (b) no Company or Subsidiary has any material liability for damages in connection with any product warranty that is not covered by insurance, indemnification rights or other rights provided by applicable Law or Contract, and (c) no product or service sold by any Company or Subsidiary is subject to any guaranty, warranty or other indemnity by such Company or Subsidiary beyond those under applicable Law and the Companies’ and Subsidiaries’ standard terms and conditions of sale, which have been made available to Buyer.
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).
