Products Liability Claims. (a) From and after the Closing, the Parties will cooperate in the defense of any Products Liability Claims received in writing by any Goodyear Group Member or any SRI Group Member arising out of or relating to any Products manufactured by Goodyear, SRI or any of their respective Subsidiaries at any time during the Alliance Period (the “Alliance Period Products Liability Claims”), or by the former Dunlop Tire Corporation prior to the Alliance Period, in each case, in the manner set forth in this Section 4.6. In the event that either Party (or any Subsidiary of any Party) receives written notice of any Action against such Party or any of its Affiliates with respect to an Alliance Period Products Liability Claim, such Party shall promptly notify in writing the other Party of such Alliance Period Products Liability Claim if such Party believes that it may be entitled to indemnification under this Section 4.6; provided, that any failure to provide prompt written notice shall not excuse the obligation of the Indemnifying Party to indemnify any Indemnitee unless such failure caused actual prejudice to the defense of such claim.
(b) From and after the Closing, the Goodyear Indemnifying Parties shall indemnify and hold harmless each SRI Indemnitee from and against any and all Damages which any SRI Indemnitee (excluding, for the avoidance of doubt, NGY but including GDTNA) may suffer or incur as a result of, based upon or arising out of any Alliance Period Products Liability Claims received in writing by any Goodyear Group Member or any SRI Group Member arising out of or relating to any Products manufactured by Goodyear or any Person (other than GDTNA) that at the time of manufacture of the applicable Products was a Subsidiary of Goodyear (in either case, a “Goodyear Manufacturer”).
(c) From and after the Closing, the SRI Indemnifying Parties shall indemnify and hold harmless each Goodyear Indemnitee from and against any and all Damages which any Goodyear Indemnitee (excluding, for the avoidance of doubt, GDTNA but including NGY) may suffer or incur as a result of, based upon or arising out of any Products Liability Claims received in writing by any Goodyear Group Member or any SRI Group Member arising out of or relating to any Products manufactured by the former Dunlop Tire Corporation prior to the Alliance Period or Alliance Period Products Liability Claims arising out of or relating to any Products manufactured by:
(i) SRI or any Person that at the time of manufa...
Products Liability Claims. The Supplier agrees ------------------------- to use reasonable best efforts to have all Supplier Indemnified Persons named as additional insureds on the Policy, which shall provide that it may not be cancelled without 30 days" notice to the Distributor and that the Distributor shall have the right, but no obligation, to pay any premiums due under the Policy (the "Premiums"). The Policy shall be primary insurance with respect to -------- Product Liability Claims, and any insurance obtained by the Distributor shall be excess insurance. The Parties recognize that the nature of product liability claims and insurance available to cover product liability claims will change over the coming years and will vary from country to country. It is the agreement and goal of the Parties to obtain from time to time such liability insurance which protects both the Supplier and the Distributor to the maximum extent reasonably feasible, at prices which are commercially reasonable. To the extent reasonably feasible, both Parties shall endeavor to use the same counsel to defend both the Supplier and the Distributor in any Products Liability Claim. Both the Supplier and the Distributor shall, to the extent it does not increase its own risk of liability, cooperate with each other in the defense of any Product Liability Claim so as to minimize the risk of any liability to the other party.
Products Liability Claims. Notwithstanding anything express or implied to the contrary herein, including Sections 14.1 and 14.2 hereof, in the event that there is a Third Party products liability claim for death, bodily injury or property damage suffered by such Third Party from or in connection with any Collaboration Product, then the liability, claims, damage, loss, or expense (including reasonable attorneys’ fees) related to such claim against either Party shall be shared by the Parties in the following allocation: Verve shall bear [**] percent ([**]%) and Beam shall bear [**] percent ([**]%) of such related liability, claims, damage, loss and expense; provided that in the event such death, bodily injury or property damage giving rise to a Third Party product liability claim is proximately caused by the negligence or willful misconduct, violation of Applicable Law or breach of the terms and conditions of this Agreement by a Party, its Affiliates or their respective directors, officers, employees or agents, this Section 14.3 shall not apply and Sections 14.1 and 14.2 will apply to the extent relevant. The Parties shall follow the procedures set forth in Section 14.4 and, solely for purposes of determining the procedure for the defense of such claim, Verve shall be deemed to be the Indemnifying Party under Section 14.4.
Products Liability Claims. (a) Each Party shall notify the other Party as promptly as practicable if any Third Party Claim is commenced or threatened against such Party alleging product liability, product defect, design, packaging or labeling defect, failure to warn, or any similar action relating to the use or safety of a Product in the Territory (“Product Liability Claim”).
(b) Each Party shall cooperate with the other Party in connection with any such Product Liability Claim that is commenced or threatened against the other Party. If a Product Liability Claim is asserted against both Parties, each Party will have the right to designate counsel to defend itself in the Product Liability Claim. If a Product Liability Claim is brought against one Party but not the other Party, the named Party shall control the defense and/or settlement thereof at its own expense with counsel of its choice, subject to this Section 16.5. In such case, the other Party may participate in the defense and/or settlement thereof to the extent related to Products in the Territory at its own expense with counsel of its choice. In any event, the Party that is subject to the Product Liability Claim to the extent related to Products in the Territory (if not asserted against both Parties) agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Product Liability Claim.
(c) Neither Party shall settle any Product Liability Claim, or make any admissions or assert any position in such Product Liability Claim, in a manner that would adversely affect a Product or the manufacture, use or sale thereof without the prior written consent of the other Party, which shall not be withheld unreasonably.
(d) To the extent a Product Liability Claim is caused by: [****].
Products Liability Claims. Except as set forth on SCHEDULE 5.27, all products which Seller or the Partnership have sold through the Business have been, at the time of sale, covered by standard manufacturer's limited product warranties, and the terms of such warranties have not been expanded nor have limitations on such warranties been waived by Seller.
Products Liability Claims. To the extent there are any products liability claims against the Buyer respecting any products pursuant to a sale made by the Buyer subsequent to the Closing date, such claims shall be the responsibility of Buyer and shall not be indefinable by Seller.
Products Liability Claims. Seller hereby covenants to defend and undertake any and all obligations and liabilities under any claims for products liability, failure to warn, breach of warranty, sales misrepresentation or other related claims arising from loss and injury to person and/or property occurring prior to and including the Closing Date due to the alleged acts and omissions of Seller. Seller will maintain in force policies of insurance in sufficient limits to meet the above obligation. The Long-term Esrow Amount shall be available to meet the obligations of Seller hereunder.
Products Liability Claims. 31 5.28 Insurance ......................................................32 5.29 Brokers ........................................................32 5.30 CGSA ...........................................................32 5.31 Network ........................................................32 5.32 Net Pops and Coverage ..........................................32 5.33 Relationship with Related Persons ..............................33 5.34 The Partnership ................................................33 5.35 Seller's Partnership Capital Account ...........................34 5.36
Products Liability Claims. Notwithstanding anything express or implied to the contrary herein, including Sections 13.1 and 13.2 hereof, in the event that there is a Third Party products liability claim for death, bodily injury or property damage suffered by such Third Party from or in connection with any Collaboration Product, then the liability, claims, damage, loss, or expense (including reasonable attorneys’ fees) related to such claim against either Party shall be shared by the Parties in the following allocation: (a) Verve shall bear [**] percent ([**]%) and Beam shall bear [**] percent ([**]%) of such related liability, claims, damage, loss and expense for Collaboration Products directed towards ANGPTL3 or PCSK9 and (b) Verve shall bear sixty-five percent (65%) and Beam shall bear thirty-five percent (35%) of such related liability, claims, damage, loss and expense for Collaboration Products directed towards [**]; provided in each case (clauses (a) and (b)) that in the event such death, bodily injury or property damage giving rise to a Third Party product liability claim is proximately caused by the negligence or willful misconduct, violation of Applicable Law or breach of the terms and conditions of this Agreement or the Original Agreement by a Party, its Affiliates or their respective directors, officers, employees or agents, this Section 13.3 shall not apply and Sections 13.1 and 13.2 will apply to the extent relevant. The Parties shall follow the procedures set forth in Section 13.4 and, solely for purposes of determining the procedure for the defense of such claim, Verve shall be deemed to be the Indemnifying Party under Section 13.4.
Products Liability Claims. 15 (p) Voting Requirements...........................................................................16 (q) State Takeover Statutes.......................................................................16 (r) Rights Agreement..............................................................................16 (s) Ownership of Hannx Xxxital Stock..............................................................16 (t)
