Common use of Products Liability Clause in Contracts

Products Liability. (a) (i) Except as set forth on Schedule 5.26(a), there is no notice, demand, claim, action, suit, inquiry, hearing, proceeding, notice of violation or investigation of a civil, criminal or administrative nature before any court or governmental or other regulatory or administrative agency, commission or authority, domestic or foreign, against or involving any Product or any product distributed by or on behalf of the Business, or class of claims or lawsuits involving the same or similar Product or any product distributed by or on behalf of the Business which is pending or threatened, resulting from an alleged defect in design, manufacture, materials or workmanship of any Product or any product distributed or sold by or on behalf of the Business, or any alleged failure to warn, or from any breach of implied warranties or representations (collectively, “Product Liability Lawsuits”); (ii) except as set forth on Schedule 5.26(a), there has not been any Occurrence (as hereinafter defined); and (iii) there has not been, nor is there under consideration or investigation by the Seller, any Product rework or retrofit (collectively, “Retrofits”) conducted by or on behalf of the Seller concerning any products manufactured, produced, distributed or sold by or on behalf of the Business. (b) For purposes of this Section 5.26, the term “Occurrence” shall mean any accident, happening or event which takes place at any time which is caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship including, without limitation, any alleged failure to warn or any breach of express or implied warranties or representations with respect to, or any such accident, happening or event otherwise involving any Product or any product distributed by or on behalf of the Business (including any parts or components), that is likely to result in a claim or loss.

Products Liability. (a) (i) Except as set forth on in Schedule 5.26(a)3.20 hereto, (i) there is no notice, demand, claim, action, suit, inquiry, hearing, proceeding, notice of violation Claim by or investigation of a civil, criminal or administrative nature before any court or governmental or other regulatory or administrative agency, commission or authority, domestic or foreign, other Governmental Authority against or involving any Product the Company or concerning any product developed, manufactured, licensed, distributed or sold by or on behalf of the Business, or class of claims or lawsuits involving the same or similar Product or any product distributed by or on behalf of the Business Company which is pending or, to the knowledge of the Company or any Seller threatened, relating to or resulting from an alleged defect in design, manufacture, materials or workmanship of any Product or any such product distributed or sold by or on behalf of the Business, or any alleged failure to warn, or from any alleged breach of implied warranties or representations (collectivelyrepresentations, “Product Liability Lawsuits”); nor, to the knowledge of the Company or any Sellers, is there any valid basis for any such Claim, (ii) except as set forth on Schedule 5.26(a), there has not been any the Company Occurrence (as hereinafter defineddefined in Section 3.20(b); and ), (iii) there has not beenbeen any Recalls conducted with respect to any product developed, nor is there under consideration or investigation by the Seller, any Product rework or retrofit (collectively, “Retrofits”) conducted by or on behalf of the Seller concerning any products manufactured, producedlicensed, distributed or sold by or on behalf of the BusinessCompany, or any investigation or consideration of or decision made by any person or entity concerning whether to undertake or not undertake, any Recalls, and (iv) there are no material defects in design, manufacturing, materials or workmanship including, without limitation, any failure to warn, or any breach of express or implied warranties or representations, which involve any product developed, manufactured, licensed, distributed or sold by or on behalf of the Company or any service performed by the Company. (b) For purposes of this Section 5.263.20(a), the term “Company Occurrence” shall mean means any accident, happening or event which takes place occurs or has occurred at any time prior to the Closing Date which is caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship including, without limitation, any failure or alleged failure to warn or any breach or alleged breach of express or implied warranties or representations with respect toto a product developed, manufactured, licensed, distributed or any such accident, happening or event otherwise involving any Product or any product distributed sold by or on behalf of the Business Company or service performed by the Company which results or is alleged to have resulted in injury or death to any Person or damage to or destruction of property (including damage to or destruction of the product itself) or other consequential damages or losses, including the interruption of the business of any parts or components)Person, that is likely at any time. (c) The Company has full and adequate insurance coverage for products liability claims against them prior to result in a claim or lossthe date hereof.

Products Liability. (a) (i) Except as set forth on Schedule 5.26(a)3.25, (i) there is no notice, demand, claim, action, suit, inquiry, hearing, proceeding, notice of violation or investigation of a civil, criminal or administrative nature before any court or governmental or other regulatory or administrative agency, commission or authority, domestic or foreign, against or involving any Product products manufactured, produced, distributed or any product distributed sold by or on behalf of the BusinessCompany (including any parts or components) (collectively, "Products"), or class of claims or lawsuits involving the same or similar Product or any product distributed by or on behalf of the Business which is pending or threatened, resulting from an alleged defect in design, manufacture, materials or workmanship of any Product or any product distributed or sold by or on behalf of the BusinessProduct, or any alleged failure to warn, or from any breach of implied warranties or representations (collectively, “"Product Liability Lawsuits”"); (ii) except as set forth on Schedule 5.26(a), there has not been any Occurrence (as hereinafter defined); and (iii) there has not been, within the past 12 months, nor is there under consideration or investigation by the SellerCompany, any Product rework or retrofit (collectively, “"Retrofits”") conducted by or on behalf of the Seller concerning any products manufactured, produced, distributed or sold by or on behalf of the BusinessCompany. (b) For purposes of this Section 5.263.25, the term “"Occurrence” " shall mean any accident, happening or event which takes place at any time which is caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship including, without limitation, any alleged failure to warn or any breach of express or implied warranties or representations with respect to, or any such accident, happening or event otherwise involving any Product or any product distributed by or on behalf of the Business (including any parts or components), that is likely can reasonably be expected to result in a claim or loss.

Products Liability. (a) Except as disclosed in Section 3.27 of the Disclosure Schedule, (i) Except as set forth on Schedule 5.26(a), there is no notice, demand, claim, action, suit, inquiry, hearing, proceeding, notice of violation or investigation of a civil, criminal or administrative nature before any court or governmental or other regulatory or administrative agency, commission or authority, domestic or foreign, authority against or involving any Product product, machine, equipment substance or any product distributed by or on behalf of the Businessmaterial (collectively, a "Product"), or class of claims or lawsuits involving the same or similar Product manufactured, produced, distributed or any product distributed sold by or on behalf of the Business Company which is pending or threatened, resulting from an alleged defect in design, manufacture, materials or workmanship of any Product or any product manufactured, produced, distributed or sold by or on behalf of the BusinessCompany, or any alleged failure to warn, or from any breach of implied warranties or representations (collectivelyrepresentations, “Product Liability Lawsuits”); (ii) except as set forth on Schedule 5.26(a), there has not been any Occurrence (as hereinafter defineddefined in Section 3.27(b); ), and (iii) there has not been, nor is there under consideration or investigation by the SellerCompany, any Product rework recall, rework, retrofit or retrofit post-sale warning (collectively, “Retrofits”recalls, reworks, retrofits and post-sale warnings are referred to herein as "Recalls") conducted by or on behalf of the Seller Company concerning any products manufactured, produced, distributed or sold by or on behalf of the BusinessCompany or any product recall conducted by or on behalf of any entity as a result of any alleged defect in any Product supplied by the Company. (b) For purposes of this Section 5.263.27, the term “"Occurrence” " shall mean any accident, happening or event which takes place at any time which is was caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship including, without limitation, any alleged failure to warn or any breach of express or implied warranties or representations with respect to, or any such accident, happening or event otherwise involving a Product (including any Product parts or any product components) manufactured, produced, distributed or sold by or on behalf of the Business (including any parts or components), that Company which is likely to result in a claim or loss.

Products Liability. (a) Except as disclosed in Schedule 4.28(a) hereto, (i) Except as set forth on Schedule 5.26(a), there is no notice, demand, claim, action, suit, inquiry, hearing, proceeding, notice of violation or investigation of a civil, criminal or administrative nature before any court or governmental or other regulatory or administrative agency, commission or authority, domestic or foreign, authority against or involving any Product product, service, substance or any product distributed by or on behalf of the Businessmaterial (collectively, a "Product"), or class of claims or lawsuits involving the same or similar Product manufactured, produced, distributed, performed or any product distributed sold by or on behalf of the Business Company which is pending or or, to the knowledge of the Company, threatened, resulting from an alleged defect in design, implementation, manufacture, materials or workmanship of any Product or any product distributed manufactured, produced, distributed, performed or sold by or on behalf of the BusinessCompany, or any alleged failure to warn, or from any breach of implied warranties or representations (collectivelyrepresentations, “Product Liability Lawsuits”); (ii) except as set forth on Schedule 5.26(a), there has not been any Occurrence (as hereinafter defineddefined in Section 4.28(b); ), and (iii) there has not been, nor is there under consideration or investigation by the SellerCompany, any Product rework recall, rework, retrofit or retrofit (collectively, “Retrofits”) post-sale warning conducted by or on behalf of the Seller Company concerning any products manufactured, produced, distributed distributed, performed or sold by or on behalf of the Business.Company or any product recall conducted by or on behalf of any entity as a result of any alleged defect in any Product supplied by the Company (b) For purposes of this Section 5.264.28, the term “"Occurrence” " shall mean any accident, happening or event which takes place at any time before the Closing Date which is caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship workmanship, including, without limitation, any alleged failure to warn or any breach of express or implied warranties or representations with respect to, or any such accident, happening or event otherwise involving a Product (including any Product parts or any product components) manufactured, produced, distributed or sold by or on behalf of the Business (including any parts or components), that Company which is likely to result in a claim or loss.

Products Liability. (a) (i) Except as set forth on Schedule 5.26(a), there is no notice, demand, claim, action, suit, inquiry, hearing, proceeding, notice of violation or investigation of a civil, criminal or administrative nature before any court or governmental or other regulatory or administrative agency, commission or authority, domestic or foreign, against or involving any Product or any product distributed by or on behalf of the Business, or class of claims or lawsuits involving the same or similar Product or any product distributed by or on behalf of the Business which is pending or threatened, resulting from an alleged defect in design, manufacture, materials or workmanship of any Product or any product distributed or sold by or on behalf of the Business, or any alleged failure to warn, or from any breach of implied warranties or representations (collectively, “"Product Liability Lawsuits”"); (ii) except as set forth on Schedule 5.26(a), -------------------------- there has not been any Occurrence (as hereinafter defined); and (iii) there has not been, nor is there under consideration or investigation by the Seller, any Product rework or retrofit (collectively, “"Retrofits”") conducted by or on behalf --------- of the Seller concerning any products manufactured, produced, distributed or sold by or on behalf of the Business. (b) For purposes of this Section 5.26, the term “"Occurrence” " shall ---------- mean any accident, happening or event which takes place at any time which is caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship including, without limitation, any alleged failure to warn or any breach of express or implied warranties or representations with respect to, or any such accident, happening or event otherwise involving any Product or any product distributed by or on behalf of the Business (including any parts or components), that is likely to result in a claim or loss.

Products Liability. (a) (i) Except as set forth on Schedule 5.26(a)3.20, there is no notice, demand, claim, action, suit, inquiry, hearing, proceeding, notice of violation or investigation of a civil, criminal or administrative nature before any court or governmental or other regulatory or administrative agency, commission or authorityGovernmental Authority, domestic or foreign, against or involving any Product products manufactured, produced, distributed or any product distributed sold by or on behalf of Seller in connection with or related to the BusinessBusiness (including any parts or components) (collectively, “Products”), or class of claims or lawsuits involving the same or similar Product or any product distributed by or on behalf of the Business which is pending or or, to the Knowledge of Seller, threatened, resulting from an alleged defect in design, manufacture, materials or workmanship of any Product or any product distributed or sold by or on behalf of the BusinessProduct, or any alleged failure to warn, or from any breach of express or implied warranties or representations (collectively, “Product Liability Lawsuits”); (ii) except as set forth on Schedule 5.26(a)to the Knowledge of Seller, there has not been any Occurrence (as hereinafter defined); and (iii) there has not been, nor is there under consideration or investigation by the Seller, Seller any recall or any Product rework or retrofit (collectively, “Retrofits”) conducted by or on behalf of the Seller concerning any products manufactured, produced, distributed or sold by or on behalf of the BusinessSeller. (b) For purposes of this Section 5.263.20, the term “Occurrence” shall mean any accident, happening or event which takes place at any time which is caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship including, without limitation, including any alleged failure to warn or any breach of express or implied warranties or representations with respect to, or any such accident, happening or event otherwise involving involving, any Product or any product distributed by or on behalf of the Business (including any parts or components), that is likely to result in a claim or loss. Notwithstanding the above, an Occurrence shall not include any return of a Product by a retailer for alleged defect in manufacture, design, materials or workmanship which results in a refund of the invoice price or credit.

Products Liability. (a) (i) Except as set forth on in Schedule 5.26(a), 5.22: (i) there is no notice, demand, claim, action, suit, inquiry, hearing, proceeding, notice of violation or investigation of a civil, criminal or administrative nature before any court or governmental or other regulatory or administrative agency, commission or authority, domestic or foreign, against or involving any Product or any product distributed by or on behalf of the BusinessProduct, or class of claims or lawsuits involving the same or similar Product or any product distributed by or on behalf of the Business which is pending or threatened, resulting from an alleged defect in design, manufacture, materials or workmanship of any Product or any product distributed or sold by or on behalf of the BusinessProduct, or any alleged failure to warn, or from any breach of implied warranties or representations (collectively, “Product Liability Lawsuits”)representations; (ii) except as set forth on Schedule 5.26(a), there has not been any Occurrence (as hereinafter defineddefined below); and (iii) there has not been, nor is there under consideration or investigation by the SellerCompany, any Product rework rework, or retrofit (collectively, “"Retrofits”") conducted by or on behalf of the Seller Company concerning any products manufactured, produced, distributed or sold by or on behalf of the BusinessCompany. (b) For purposes of this Section 5.265.22, the term “"Occurrence” " shall mean any accident, happening or event which takes place at any time which is caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship including, without limitation, any alleged failure to warn or any breach of express or implied warranties or representations with respect to, or any such accident, happening or event otherwise involving any Product or any product distributed by or on behalf of the Business Company (including any parts or components), that is likely to result in a claim or loss.

Products Liability. (a) (i) Except as set forth on Schedule 5.26(a), there There is no notice, demand, claim, action, suit, inquiry, hearing, proceeding, notice of violation or investigation of a civil, criminal or administrative nature before any court or governmental or other regulatory or administrative agency, commission or authority, domestic or foreign, against or involving any Product or any product Product distributed by or on behalf of the Business, or class of claims or lawsuits involving the same or similar Product or any product Product distributed by or on behalf of the Business which is pending or threatened, resulting from an alleged defect in design, manufacture, materials or workmanship of any Product or any product Product distributed or sold by or on behalf of the Business, or any alleged failure to warn, or from any breach of implied warranties or representations (collectively, “"Product Liability Lawsuits”"); (ii) except as set forth on Schedule 5.26(a), there has not been any Occurrence (as hereinafter defined)Occurrence; and (iii) there has not been, nor is there under consideration or investigation by the Seller, any Product rework or retrofit (collectively, “"Retrofits”") conducted by or on behalf of the Seller concerning any products Products manufactured, produced, distributed or sold by or on behalf of the Business, which, with respect to each of the foregoing, if determined adversely to the Seller, could have a material adverse effect on the Business. (b) For purposes of this Section 5.264.21, the term “"Occurrence” " shall mean any accident, happening or event which takes took place at any time prior to the date hereof which is caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship workmanship, including, without limitation, any alleged failure to warn or any breach of express or implied warranties or representations with respect to, or any such accident, happening or event otherwise involving involving, any Product or any product Product distributed by or on behalf of the Business (including any parts or components), that is likely to result in a claim or lossloss that could have a material adverse effect on the Business.