Seller Products. “Seller Products” means any and all products and services of the businesses in which Seller or any of its Subsidiaries is now or hereafter engaged (including the business of making (but not having made) Third Party products for Third Parties when Seller or any of its Subsidiaries is acting as a contract manufacturer or foundry for such Third Parties), other than Semiconductor Products. Notwithstanding the foregoing, Seller’s Products shall include products and services related to Semiconductor Products, but only to the extent that such products and services are components of products of the Retained Business, are incidental to the development and sale of products and services of the Retained Business, or are specifically included in the definition of the Retained Business.
Seller Products. To the best of Seller Parties’ Knowledge, each of Seller’s products developed, manufactured, sold, licensed, leased or delivered by Seller (collectively, “Seller Products”) conforms and has been in conformity with all specifications for such Seller Products, all applicable contractual commitments and all applicable express and implied warranties and guarantees. Seller has no liability or obligation, and to the Knowledge of Seller Parties, there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against Seller giving rise to any liability or obligation with respect to replacement or repair thereof or other damages in connection therewith, indemnification with respect thereto or other damages in connection therewith. In each case, the terms and conditions under which Seller has furnished Seller Products to any other person or entity include an express disclaimer of all implied and statutory warranties and guarantees, subject to applicable law.
Seller Products. Seller Products" means any and all products and services of the businesses in which Seller or any of its Subsidiaries is now or hereafter engaged (including the business of making (but not having made) Third Party products for Third Parties when Seller, its Subsidiaries is acting as a contract manufacturer or foundry for such Third Parties), other than Medical Products.
Seller Products. Section 3.11(c) of the Seller Disclosure Schedule lists all Seller Products that are currently made available for use or purchase by Seller and for each such Seller Product identifying its list price.
Seller Products. 24 3.25 Accuracy...............................................................................................24 Article IV.
Seller Products. To the Knowledge of Seller, each product sold, leased, distributed or delivered by Seller has been in conformity with all applicable contractual commitments and all applicable express and implied service and product warranties. There are no existing or, to the Knowledge of Seller, threatened material claims against Seller for services or merchandise which are defective or fail to meet any express or implied service or product warranties, or any facts which, if discovered by a third party, would support such a claim.
Seller Products. Part 2.10(a) of the Disclosure Schedule accurately identifies and describes each Seller Product currently being designed, developed, manufactured, marketed, distributed, provided, licensed, or sold by the Seller.
Seller Products. No Seller IP of the Seller that is incorporated into any Seller Product contains, is derived from, is distributed with, or is being or was developed using Open Source Code that is licensed under any terms that (i) impose or could impose a requirement or condition that any Seller Product or part thereof (A) be disclosed or distributed in source code form, (B) be licensed for the purpose of making modifications or derivative works, or (C) be redistributable at no charge, or (ii) otherwise impose or could impose any other material limitation, restriction, or condition on the right or ability of the Seller to use or distribute any Seller Product.
Seller Products. Section 3.29 of the Disclosure Schedule sets forth all warranties, express or implied, written or oral, with respect to the Seller Products. As of the date hereof there are no pending, or to the knowledge of the Seller or the Parent, threatened Actions with respect to any such warranties, nor, to the knowledge of the Seller or the Parent, is there any fact or circumstance which could be a basis for such an Action; there are no statements, citations or decisions by any Governmental Authority declaring any Seller Product defective or unsafe, nor, to the knowledge of the Seller or the Parent, is there any fact or circumstance which could be a basis for such a statement, citation or decision; no Seller Product fails to meet any standards in any material respect promulgated by any applicable Governmental Authority; there have been no recalls ordered by any Governmental Authority with respect to any Seller Product, nor, to the knowledge of the Seller or the Parent, is there any fact or circumstance which could be a basis for such a recall; and there are no pending or, to the Seller’s or the Parent’s knowledge, threatened product liability Actions against or involving the Seller or any Seller Product, nor, to the Seller’s or the Parent’s knowledge, is there any fact or circumstance which could be a basis for such Action, nor have any such Actions been settled or adjudicated. To the knowledge of the Seller or the Parent, there is no design defect with respect to any Seller Product. Neither the Seller nor the Parent is aware of any allegation that a defect in any Seller Product has been the cause of an injury to a patient. The Seller Products contain adequate warnings, presented in a reasonably prominent manner, in accordance with applicable Laws, Orders or requirements of any Governmental Authority and current industry practice with respect to their contents and use. Section 3.29 of the Disclosure Schedule sets forth a list of all guaranty, warranty, right of return or indemnity claims made with respect to any of the Seller Products during the last three (3) years together with the costs or expenses incurred by the Seller in satisfying any such claims.
Seller Products. All Seller Products are set forth on Schedule 3.13.11(a). Except as set forth on Schedule 3.13.11(b), Seller Products do not include Intellectual Property Rights of a third party and constitute solely Owned Seller IP.
