Common use of Products Liability Claims Clause in Contracts

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 manufacture of the applicable Products was a Subsidiary of SRI (which shall exclude, for the avoidance of doubt, GDTNA) (in either case, an “SRI Manufacturer”); and (ii) GDTNA, in an aggregate amount during each Products Liability Year up to the GDTNA Annual Products Liability Cap in effect as of such Products Liability Year pursuant to the terms of Section 4.6(d).

Products Liability Claims. 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, manufacturing, packaging or labeling defect, failure to warn, or any similar action relating to the formulation, manufacture, use or safety of those Products sold by or under authority of Astellas in the Territory hereunder (a) From and after “Product Liability Claim”). Each Party shall cooperate with the Closingother 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 Parties will cooperate named Party shall control the defense and/or settlement thereof at its own expense with counsel of its choice, subject to this Section 14.4. In such case, the other Party may participate in the defense and/or settlement thereof at its own expense with counsel of its choice. In 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 Goodyearevent, 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 Party that is subject to the Alliance Period, Product Liability Claim (if not asserted against both Parties) agrees to keep the other Party hereto reasonably informed of all material developments in each case, in the manner set forth in this Section 4.6connection with any such Product Liability Claim. In the event that either Party (or Astellas agrees not to settle 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 Product Liability Claim, or make any admissions or assert any position in such Party shall promptly notify in writing the other Party of such Alliance Period Products Product 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 manufacture of the applicable Products was a Subsidiary of SRI (which shall exclude, for the avoidance of doubt, GDTNA) (in either case, an “SRI Manufacturer”); and (ii) GDTNAClaim, in an aggregate amount during each Products a manner that would adversely affect the Product or the manufacture, use or sale thereof in or outside the Territory, without the prior written consent of XenoPort. XenoPort agrees not to settle any Product Liability Year up to Claim, or make any admissions or assert any position in such Product Liability Claim, in a manner that would adversely affect the GDTNA Annual Products Liability Cap Product or the manufacture, use or sale thereof in effect as the Territory, without the prior written consent of such Products Liability Year pursuant to the terms of Section 4.6(d)* CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Products Liability Claims. 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, manufacturing, packaging or labeling defect, failure to warn, or any similar action relating to the formulation, manufacture, use or safety of those Products sold by or under authority of Astellas in the Territory hereunder (“Product Liability Claim”). 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 14.4. In such case, the other Party may participate in the defense and/or settlement thereof at its own expense with counsel of its choice. In any event, the Party that is subject to the Product Liability Claim (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. Astellas agrees not to 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 the Product or the manufacture, use or sale thereof in or outside the Territory, without the prior written consent of XenoPort. XenoPort agrees not to 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 the Product or the manufacture, use or sale thereof in the Territory, without the prior written consent of Astellas. To the extent a Product Liability Claim is caused by: (a) From the Fault of XenoPort (as defined in Section 8.5 above), XenoPort shall bear all Liabilities from such Product Liability Claim to the extent of its Fault, (b) the Fault of Astellas (as defined in Section 8.5 above), Astellas shall bear all Liabilities from such Product Liability Claim to the extent of its Fault and after (c) neither the ClosingFault of XenoPort nor the Fault of Astellas, the Parties will cooperate in shall share 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 Liabilities from 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 Product Liability Claim if such Party believes that it may as follows: [... * ...] shall be entitled to indemnification under this Section 4.6; providedborne by Astellas, that any failure to provide prompt written notice and [... * ...] shall not excuse the obligation of the Indemnifying Party to indemnify any Indemnitee unless such failure caused actual prejudice to the defense of such claimbe borne by XenoPort. (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 manufacture of the applicable Products was a Subsidiary of SRI (which shall exclude, for the avoidance of doubt, GDTNA) (in either case, an “SRI Manufacturer”); and (ii) GDTNA, in an aggregate amount during each Products Liability Year up to the GDTNA Annual Products Liability Cap in effect as of such Products Liability Year pursuant to the terms of Section 4.6(d).