Claims and Adjustments Sample Clauses

Claims and Adjustments. All liabilities and obligations relating to or in respect of (a) return of merchandise sold by the Business prior to the Closing Date or (b) offset payments with respect to sales on or after the Closing Date against claims on merchandise sold by the Business prior to the Closing Date, in each case by reason of alleged overshipments, missed delivery dates, incorrect quantities or otherwise, or with respect to merchandise in the hands of customers under an understanding that such merchandise would be returnable.
Sample 1See All (4)
AutoNDA by SimpleDocs
Claims and Adjustments. Specially manufactured and/ or customized goods are not returnable. No shortage claim or error in shipment will be adjusted unless reported in writing to Seller within ten (10) days of Buyer’s receipt of goods. Returns, regardless of reason, will not be accepted without prior written authorization by Seller.
Sample 1
Claims and Adjustments. BUYER shall inspect the Product upon receipt. BUYER will be deemed to have accepted the Product unless it notifies CITGO in writing of any claim of defect within thirty (30) days of delivery (“Notice”). CITGO shall be furnished samples adequate to test such Product claimed to be defective and shall be afforded the opportunity to take its own samples. For claims related to packaging components, CITGO shall be furnished with details supporting the claim, which may include shipping documents and photographic evidence adequate to investigate the claim. Any and all claims not made within the time or in the manner herein provided, shall be deemed waived and released by BUYER and BUYER shall indemnify and hold CITGO harmless from and against any and all claims and damages related to such Product. Except as provided under this Section, all sales of Product to BUYER are made on a one-way basis and BUYER has no right to return Product purchased under this Agreement to CITGO. CITGO shall not be liable for a breach of the warranties set forth in Section 4 if: (i) BUYER makes any further use of such Product after giving Notice; (ii) the defect arises because BUYER failed to follow CITGO's written instructions as to the storage, installation, commissioning, use or maintenance of the Product; or
Sample 1
Claims and Adjustments. (a) The Buyer has forty-eight (48) hours after receipt of the Product to inspect and either accept or reject it. The only basis for rejection of Product is material nonconformity with this Agreement. If the Buyer retains the goods in its possession for a period of forty-eight (48) hours after receipt without giving written notice rejecting the Product, this will be regarded as the Buyer's irrevocable acceptance of the Product. If the Product is rejected, written notice must be given to the Seller, fully specifying all claimed defects and nonconformities.
Sample 1
Claims and Adjustments. (a) The Buyer has seven (7) days after receipt of the Product to inspect the Product and either accept or reject the Product. If the Buyer retains the Product in its possession for a period of seven (7) days after receipt without providing written notice rejecting it, this will be regarded as the Buyer’s irrevocable acceptance of the Product. If the Product is rejected, notice must be given to the Seller specifying in reasonable detail the claimed defects and nonconformities.
Sample 1
Claims and Adjustments. 13 2.4.9 Excluded Assets.............................. 13 2.4.10
Sample 1
Claims and Adjustments. All liabilities and obligations relating to or in respect of (a) return of merchandise sold by the Business on or prior to the date hereof or (b) offset payments with respect to sales after the date hereof against claims on merchandise sold on or prior to the date hereof, in each case by reason of alleged overshipments, defective merchandise, missed delivery dates, incorrect quantities or otherwise, or with respect to merchandise in the hands of customers, under an understanding that such merchandise would be returnable. Asset Purchase Agreement WatchGuard Technologies, Inc.
Sample 1
AutoNDA by SimpleDocs
Claims and Adjustments. (a) Each party agrees to do all things, including providing tax invoices and other documentation that may be necessary or desirable to enable or assist the other party to claim any input tax credit, adjustment or refund in relation to the amount of GST paid or payable pursuant to any supply made under or in connection with this Agreement.
Sample 1
Claims and Adjustments 
Sample 1Sample 2Sample 3See All (4)

Related to Claims and Adjustments

  • Tax Allocations Each item of income, gain, loss or deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its fair market value at the time of contribution or revaluation, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.

Time is Money Join Law Insider Premium to draft better contracts faster.