Product Liability Matters. At or prior to the Closing, Sellers at its expense shall cause Buyer to be named as an additional insured under each of its occurrence-type policy or policies of insurance insuring against claims for personal injury and property damage arising out of or resulting from any products leased or sold by Sellers prior to the Closing Date. At the Closing, Sellers shall deliver to Buyer one or more certificates of insurance evidencing that the insurance to be obtained by it pursuant to this Section is in effect and providing for notification to Buyer at least ten (10) days prior to the effective date of any termination or cancellation of such insurance.
Product Liability Matters. Except as set forth on Schedule 5.16, as of the date of this Agreement, Xxxxxxxx has not submitted to its product liability insurance carriers any claims with respect to potential product liability of Xxxxxxxx which claims could have a Material Adverse Effect on Xxxxxxxx, nor does it know of any such claims which should have been submitted to its product liability insurance carriers. Buyer has previously been afforded access to all files containing, or been furnished with copies of, all pleadings, claims, complaints and relevant documents in connection with the foregoing. Neither Xxxxxxxx nor, to Lawrence's Knowledge, any employee or agent of Xxxxxxxx, has made any untrue statement of a material fact or omitted to state a material fact in connection with obtaining or renewing any insurance policy providing product liability coverage in respect of the products of Xxxxxxxx which could reasonably result in the loss of any material portion of such coverage, and Xxxxxxxx has not received any written or oral notice from any insurance company stating that any insurance policy of Xxxxxxxx may not provide coverage up to the limits of such policy for any liability, loss or damage which may be incurred or suffered by Xxxxxxxx in connection with product liability claims other than the possible lack of coverage for punitive damages and claims for deductible amounts.
Product Liability Matters. Exhibit 7.13.1, as from time to time hereafter supplemented in accordance with Sections 6.4.1 and 6.4.2, sets forth a listing and description of all products liability claims, actions, suits or proceedings pending or threatened in writing against the Company or any Subsidiary.
Product Liability Matters. Notwithstanding anything to the contrary contained in this Agreement, none of the provisions of this Section 12 shall apply to any Damages claimed under Section 12.1(a)(ii) or Section 12.2(a)(ii) or (iii) which directly result from any product liability claims, suits, demands or causes of action arising following the Applicable Closing Date and that pertain to any of the Inventory. With respect to such matters, the parties do not intend for this Agreement to alter the legal relationship between them that would exist in the absence of this Agreement.
Product Liability Matters. 7.13.2. Antitrust.............................................. 7.13.3. Consumer Protection.................................... 7.13.4. Future Expenditures.................................... 7.14. Transactions with Affiliates.................................... 7.15.
Product Liability Matters. At or prior to the Closing, the Companies, at their expense, shall cause Buyer to be named as an additional insured under each of the Companies’ occurrence-type policy or policies of insurance insuring against claims for personal injury and property damage arising out of or resulting from any Business Products manufactured or services performed by any Company prior to the Closing Date. Each Company shall maintain such policy or policies of insurance in an amount of not less than $10,000,000.00 for a period of two (2) years after the Closing, with a deductible not exceeding $50,000.00 At the Closing, the Companies shall deliver to Buyer one or more certificates of insurance evidencing that the insurance to be obtained pursuant to this Section 6.8 is in effect and providing for notification to Buyer at least 30 days prior to the effective date of any termination or cancellation of such insurance. Notwithstanding the above, if such coverage is not commercially reasonably available, or is available on materially more adverse terms (including without limitation coverage and premium), then the Companies may satisfy this provision by either: a) purchasing a policy as available, as long as the annualized premium does not exceed the annualized premium paid for such coverage prior to Closing; or b) for each year such coverage is not available on commercially reasonable terms, remit to Buyer 100% of the annualized premium paid for such coverage prior to the Closing. In any event, Companies may satisfy all obligations hereunder by purchase a claims-made tail policy offering such coverage, with an expiration date of two (2) years following the Closing Date.
Product Liability Matters. 27 5.10 Checks and Drafts. . . . . . . . . . . . . . . . . .27 5.11
Product Liability Matters. CEC and Buyer agree, with respect to claims arising out of claimed injury to persons or property by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold by CEC or any Subsidiary or in connection with the VA Business (any of the foregoing, a "product liability claim"), that: (i) if any such product liability claim arises out of an accident or occurrence involving a product manufactured on or prior to the Closing Date, the defense and handling of the same will be undertaken by CEC directly or through the appropriate insurance contract, and CEC will indemnify, defend and hold Buyer harmless with respect to any claim; and (ii) if any such product liability claim arises out of an accident or occurrence involving a product manufactured after the Closing Date, the defense and handling of the same will be undertaken by Buyer directly or through the appropriate insurance contract, and Buyer will indemnify, defend and hold CEC harmless with respect to any such claim. Buyer will develop and implement a procedure for marking products to facilitate identification of such products as manufactured after the Closing Date. With regard to the investigation and defense of product liability claims, each party agrees to provide the other with such documentary material and assistance of personnel (subject to reimbursement of reasonable travel and lodging expenses) as is available to one party and as the other may reasonably require in connection with such investigation or defense.
Product Liability Matters. 24 6.5. Use of Minot's Name.............................................25 6.6. Waiver of Bulk Sales Compliance.................................25 6.7. Cranberry Purchase and Supply Agreement.........................25 6.8. [Intentionally Left Blank]......................................25 6.9. Trademark License Agreement.....................................25 6.10. Co-Packing Agreement............................................25 6.11. Cranberry Sauce Purchase Agreement..............................25 6.12. Opening Inventory...............................................26
Product Liability Matters. At or prior to the Closing, Northland at its expense shall cause Cliffstar to be named as an additional insured under each of its occurrence-type policy or policies of insurance insuring against claims for personal injury and property damage arising out of or resulting from any Products (as defined in Section 4.11) manufactured by Northland prior to the Closing Date. At the Closing, Northland shall deliver to Cliffstar one or more certificates of insurance evidencing that the insurance to be obtained by it pursuant to this Section is in effect and providing for notification to Cliffstar at least ten days prior to the effective date of any termination or cancellation of such insurance. The insurance coverage set forth in this Section shall be maintained by Northland in an amount of not less than $25,000,000 for a period of five years following the Closing, with no deductible. Following the Closing, Cliffstar shall continue to utilize Northland's product serial number system presently in effect or a similar system which will permit the manufacturer of the products of the business to be determined.
