Product Liability. Seller does not have any Liability (and there is no reasonable basis known to Seller for any present or future Proceeding, charge, complaint, claim, or demand against any of them giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any Product included in Inventory.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Overland Storage Inc), Asset Purchase Agreement (Adaptec Inc)
Product Liability. To the Seller’s Knowledge, except as set forth in Clause 9.26 of the Seller Disclosure Schedule, the Seller does not have any Liability (and there is no reasonable basis known to Seller for any present or future Proceeding, charge, complaint, claim, or demand against any of them giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession, possession or use of any Product included in Inventoryproduct of the Business manufactured, sold or delivered by the Seller or the Seller’s third party manufacturers.
Appears in 3 contracts
Samples: Business Transfer Agreement (Hospira Inc), Business Transfer Agreement (Hospira Inc), Transfer Agreement (Hospira Inc)
Product Liability. Seller does Sellers do not have any Liability (and there is no reasonable basis known to Seller Basis for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any Product included in Inventoryproduct manufactured, sold, leased, or delivered by Division.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Tidel Technologies Inc), Asset Purchase Agreement (Tidel Technologies Inc), Exercise and Conversion Agreement (Tidel Technologies Inc)
Product Liability. Seller does not have any Liability Except as set forth on Schedule 3.27, each of the Sellers has no material liability (and to the best knowledge of the Sellers, there is no reasonable basis known to Seller for for, and each of the Sellers is not aware of, any present or future Proceedingsuit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liabilityliability) arising out of any injury to any individuals or property as a result of the ownership, possession, or use of any Product included in InventoryFastener Business product manufactured, sold, leased or delivered by the Sellers or any of their subsidiaries.
Appears in 3 contracts
Samples: Acquisition Agreement (Alcoa Inc), Acquisition Agreement (Fairchild Corp), Acquisition Agreement (Fairchild Corp)
Product Liability. Except as set forth on Disclosure Schedule 3.22, Seller does not have any Liability (and there is no reasonable basis known to Seller Basis for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any Product included product manufactured, sold, leased, licensed, or delivered by Seller in Inventorythe operation of the Business.
Appears in 3 contracts
Samples: Annotated Model Tennessee Asset Purchase Agreement, Asset Purchase Agreement, Annotated Model Tennessee Asset Purchase Agreement
Product Liability. Except as described in Section 3.19 of the Disclosure Schedule, to Seller's Knowledge, the Seller does not have any Liability (and there is no reasonable basis known to Seller for any present or future Proceeding, charge, complaint, claim, or demand against any of them giving rise to any Liability) arising out of any injury to individuals or damage to property as a result of the ownership, possession, or use of any Product included in Inventoryproduct manufactured, sold, leased, or delivered by the Seller and which relates to the Business.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Belden Inc), Asset Purchase Agreement (Belden Inc)
Product Liability. Seller does not have any Liability (and and, to Seller’s knowledge, there is no reasonable basis known to Seller for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them Seller or its Affiliates or Xxxxxx or its Affiliates giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession, or such individuals’ use of any Product included in Inventoryof the Products manufactured, sold or delivered.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Bioadaptives, Inc.), Asset Purchase Agreement (Bioadaptives, Inc.)
Product Liability. Except as set forth in Schedule 6.25, Seller does not have any Liability has no liability (and there is no reasonable basis known to Seller for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand against any of them giving rise to any Liabilityliability) arising out of any injury to individuals or property as a result of the ownership, possession, possession or use of any Product included in Inventoryproduct sold or service performed by Seller.
Appears in 2 contracts
Samples: Asset Purchase Agreement (United Components Inc), Asset Purchase Agreement (UCI Holdco, Inc.)
Product Liability. Except as disclosed on Schedule 4.30(b), with respect to the operation or conduct of the Business, Seller does not have has no Knowledge of any Liability (and and, to the Knowledge of Seller, there is no reasonable basis known to Seller for any present or future Proceeding, charge, complaint, claim, or demand Proceedings against any of them it giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession, possession or use of any Product included in Inventoryproduct manufactured, fabricated, assembled, sold, leased or delivered by Seller with respect to the operation or conduct of the Business prior to the Closing Date.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Multi Color Corp), Asset Purchase Agreement (Journal Communications Inc)
Product Liability. Except as set forth on Schedule 3.26, to Seller’s Knowledge, Seller does not have any Liability (and there is no reasonable basis known to Seller for any present or future Proceeding, charge, complaint, claim, or demand against any material liability as of them giving rise to any Liability) the date hereof arising out of any injury to individuals or property as a result of the ownership, possession, possession or use of any Product included in Inventoryproduct manufactured, sold, leased or delivered by Seller.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Inphonic Inc), Asset Purchase Agreement (Inphonic Inc)
Product Liability. Except as set forth on Section 3.22 of the Disclosure Schedule, Seller does not have has no Knowledge of any Liability relating to the Business (and to Seller’s Knowledge there is no reasonable basis known to Seller Basis for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them Seller giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any Product included in Inventoryproduct manufactured, sold, leased, or delivered by Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Commercial Vehicle Group, Inc.)
Product Liability. Seller does not have any Liability Except as set forth in Schedule 8.7, it has no liability (and there is Seller has no reasonable knowledge of any basis known to Seller for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them Seller giving rise to any Liabilityliability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any Product included in Inventoryproduct manufactured, sold, or delivered by Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Clearone Communications Inc)
Product Liability. The Seller does not have any Liability (and and, to the Knowledge of the Seller, there is no reasonable basis known to Seller Basis for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them it giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any Product included in Inventoryproduct sold or delivered by the Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Pinnacle Data Systems Inc)
Product Liability. Except as provided in Schedule 4.21, to Seller's knowledge, Seller does not have any Liability has no liability (and there is no reasonable reasonably meritorious basis known to Seller for for, or threat of, any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand against any of them giving Seller reasonably expected to give rise to any Liabilityliability) arising out of any injury to individuals or property as a result of the ownership, possession, possession or use of any Seller Product included in Inventoryor prototype of any Seller Product manufactured or delivered by Seller or any subsidiary or other affiliate of Seller prior to the Closing Date.
Appears in 1 contract
Product Liability. Except as set forth in Schedule 3.24, Seller does has no liabilities that have not have any Liability been satisfied (and to the knowledge of Seller, there is no reasonable basis known to Seller for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them Seller giving rise to any Liabilityliability) arising out of any injury to individuals or property as a result of any defective product sold, distributed or delivered by Seller and relating to the ownership, possession, or use of any Product included in InventoryBusiness.
Appears in 1 contract
Product Liability. Except as set forth on Schedule 3.25, Seller does not have any Liability (and there is no reasonable basis known to Seller for any present or future Proceeding, charge, complaint, claim, or demand against any material liability as of them giving rise to any Liability) the date hereof arising out of any injury to individuals or property as a result of the ownership, possession, possession or use of any Product included in Inventoryproduct manufactured, sold, leased or delivered by Seller.
Appears in 1 contract
Product Liability. Seller does not have any Liability (and and, to Seller’s knowledge, there is no reasonable basis known to Seller for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them Seller or its Affiliates or Angiotech or its Affiliates giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession, or such individuals’ use of any Product included in InventoryDevice manufactured, sold or delivered.
Appears in 1 contract
Samples: Asset Purchase Agreement (Merit Medical Systems Inc)
Product Liability. Except as set forth on Schedule 4.32, Seller does not have has no knowledge of any Liability (and there is no reasonable liability, or any basis known to Seller for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them Seller giving rise to any Liability) liability arising out of any injury to individuals or property damage as a result of the ownership, possession, or use of any Product included in Inventoryproduct manufactured, sold, leased, or delivered by the Seller.
Appears in 1 contract
Product Liability. Solely related to the Business, Seller does not have any Liability (product liability, and to the knowledge of Seller, there is no reasonable basis known to Seller Basis for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand against any of them Seller and related to the Business giving rise rights to any Liability) product liability arising out of any injury to individuals or property as a result of the ownership, possession, possession or use of any Product included product sold or licensed or delivered by Seller; provided, however, that nothing contained in Inventorythis Section 4.27 shall be deemed to expand or otherwise modify the representations contained in Section 4.19.
Appears in 1 contract
Product Liability. Seller does not Except as set forth in Section 4.23 of the Disclosure Letter, to the Knowledge of the Sellers, the Sellers have any no Liability (and to the Knowledge of the Sellers, there is no reasonable basis known to Seller Basis for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any either of them the Sellers giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any Product included in Inventoryproduct manufactured, sold, leased, or delivered by the Sellers.
Appears in 1 contract
Product Liability. Seller does not have any Liability (and and, to Seller's Knowledge, there is no reasonable basis known to Seller Basis for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them Seller giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any Product included in Inventoryproduct sold or delivered by Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Phoenix Footwear Group Inc)
Product Liability. With respect to the operation or conduct of the Business, Seller does not have has no Knowledge of any Liability (and and, to the Knowledge of Seller, there is no reasonable basis known to Seller for any present or future Proceeding, charge, complaint, claim, or demand Proceedings against any of them it giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession, possession or use of any Product included in Inventoryproduct manufactured, fabricated, assembled, sold, leased or delivered by Seller with respect to the operation or conduct of the Business prior to the Closing Date.
Appears in 1 contract
Product Liability. Seller does not have any Liability (and there is no reasonable basis known to Seller Basis for any present or or, the Knowledge of Seller, future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them Seller giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any Product included in Inventoryproduct related to the Genomics Business manufactured, sold, leased, or delivered by Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Napro Biotherapeutics Inc)
Product Liability. Except as set forth in Schedule 3.16, the Seller does has not have had any Liability liability (and and, to the Seller’s knowledge, there is no reasonable basis known to Seller for any present or future Proceedingaction, lawsuit, proceeding, investigation, charge, complaint, claim, or demand damage against any of them the Seller giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession, possession or use of any Product included product or service provided, sold or delivered by the Seller in Inventoryconnection with the Human Banking Business.
Appears in 1 contract
Product Liability. To the best of Seller's knowledge, none of the Seller does not have and its Subsidiaries has any Liability liability (and there is no reasonable basis known to Seller for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liabilityliability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any Product included in Inventoryproduct manufactured, sold, leased, or delivered by any of the Seller and its Subsidiaries during the three (3) year period prior to the Closing Date.
Appears in 1 contract
Samples: Plan of Reorganization and Asset Purchase Agreement (3m Co)
Product Liability. Seller does not have any Liability (has no liability for, and to sellers knowledge, after reasonable investigations, where practicable, there is no reasonable basis known to Seller for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand against the Seller which could give rise to, any of them giving rise to any Liability) liability arising out of any injury to individuals or property as a result of the ownership, possession, or use of any Product included in Inventory.product manufactured, sold, or delivered by the Seller. 4.23
Appears in 1 contract
Samples: Stock Purchase Agreement (Caraco Pharmaceutical Laboratories LTD)
Product Liability. The Seller does not have any Liability liability (and there ----------------- is no reasonable basis known to Seller for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them the Seller giving rise to any Liabilityliability) arising out of any injury to individuals or property as a result of the consumption, ownership, possession, or use of any Product included in product manufactured, sold or delivered by the Company (including the Inventory). Neither the Company nor the Seller with respect to the Business has been party to any products liability litigation within the three years prior to the date of this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Luiginos Inc)
Product Liability. (a) Except as set forth in Schedule 3.19(a), to the best information and knowledge of Seller, Seller does not have any has no Liability (and there is no reasonable basis known to Seller for has not received any present notice of any claim or future Proceeding, charge, complaint, claim, or demand cause of action by any third party against any of them giving rise to any LiabilitySeller) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product manufactured, sold, leased, or delivered by Seller (“Product included in InventoryLiability”).
Appears in 1 contract
Samples: Intellectual Property Purchase Agreement (Phibro Animal Health Corp)
Product Liability. Except as set forth on the Disclosure Schedule hereto, the Seller does not have any has no Liability (and and, to the Knowledge of Seller, there is no reasonable basis known to Seller Basis for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any Product included in Inventoryproduct manufactured, sold, leased, or delivered by the Seller.
Appears in 1 contract
Samples: German Purchase Agreement (Buckeye Technologies Inc)
Product Liability. Except as set forth on Schedule 4.22, the Seller does not have any Liability (and there is no reasonable basis known to Seller for any present or future Proceeding, charge, complaint, claim, or demand against any material liability as of them giving rise to any Liability) the date hereof arising out of any injury to individuals or property as a result of the ownership, possession, possession or use of any Product included in Inventoryproduct manufactured, sold, leased or delivered by the Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Security Capital Corp/De/)
Product Liability. Seller does not have any Liability (and To the knowledge of Seller, except as set forth on Schedule 4.21, there is no reasonable basis known present (and Seller has no knowledge of any facts which could reasonably be expected to Seller for result in any present or future Proceedingfuture) action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand against any Seller or either of them the Divisions giving rise to any Liability) liability arising out of any injury to individuals or property as a result of the ownership, possession, possession or use of any Product included in Inventory.product manufactured, sold, leased or delivered by either of the Divisions. 4.22
Appears in 1 contract
Product Liability. Except as set forth on the Disclosure Schedule hereto, the Seller does not have any has no Liability (and to the Knowledge of Seller there is no reasonable basis known to Seller Basis for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any Product included in Inventoryproduct manufactured, sold, leased, or delivered by the Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Buckeye Technologies Inc)
Product Liability. Except as set forth on Schedule 2.24, to the Knowledge of the Seller, the Seller does not have any Liability (and there is has no reasonable basis known to Seller for any present liability or future Proceeding, charge, complaint, claim, or demand against any of them giving rise to any Liability) obligation arising out of any injury to individuals or property property, whether based on strict liability, negligence, breach of warranty (express or implied), breach of contract or otherwise, as a result of the ownership, possession, or use of any Product included product manufactured, sold, leased, or delivered by, or any service provided by, Seller (or any Person for which Seller may be responsible) in Inventoryconnection with the Business.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Tollgrade Communications Inc \Pa\)
Product Liability. Seller does not have any Except as set forth on Schedule 3.21, the Seller, has no material Liability (and there is no reasonable basis known to Seller for any present or future Proceedingto the Seller’s Knowledge future, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any material Liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any Product included in InventoryToner Products.
Appears in 1 contract
Samples: License Agreement (Media Sciences International Inc)
Product Liability. Except as set forth on Schedule 2.1(p), to ----------------- Seller's knowledge, Seller does not have any Liability has no liability (and there is no reasonable basis known to Seller for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them Seller giving rise to any Liabilityliability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any Product included in Inventoryproducts manufactured, sold or distributed by Seller.
Appears in 1 contract