Material Liability. There are no liabilities of the Company, fixed or contingent, which are material but are not reflected in the financial statements or in the notes thereto, other than liabilities arising in the ordinary course of business since June 30, 2023.
Material Liability. Neither the Company nor any Company ERISA Affiliate has in the past six years incurred or reasonably expects to incur, either directly or indirectly, any material liability under Title I or Title IV of ERISA, or related provisions of the Code.
Material Liability. In the event that Buyer reduces the quantity of an Order or cancels an Order hereunder, Xxxxx shall compensate Seller for
1) all actual expenses incurred in the manufacture and processing of the Order so reduced or cancelled and 2) any restocking fees, service charges, labor charges and overhead fees, the foregoing of which may include without limitation, Materials. Seller will invoice Buyer for expenses, charges and/or fees relating to such cancellation or quantity reduction within thirty (30) days of Seller’s acceptance of Buyer’s request. Seller will use commercially reasonable efforts to mitigate Buyer’s liability for charges associated with such cancellation or quantity reduction.
Material Liability. 7.1 Licensee shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold Northwestern, its trustees, directors, officers, employees and Affiliates, harmless against all claims, proceedings, demands and liabilities of any kind whatsoever, including legal expenses and reasonable attorneys' fees, arising out of the death of or injury to any person or persons or out of any damage to property, or resulting from the production, manufacture, sale, use, lease, consumption or advertisement of the Licensed Know-how and Materials or arising from any obligation of Licensee hereunder.
7.2 Licensee shall obtain and carry in full force and effect commercial, general liability insurance, which shall protect Licensee and Northwestern with respect to events covered by paragraph 7.1 above. Such insurance shall be written by an insurance company authorized to do business in the State of Illinois, shall list Northwestern as an additional insured thereunder, and shall require thirty (30) days written notice to be given to Northwestern prior to any cancellation or material change thereof. The limits of such insurance shall not be less than [***] per occurrence with an aggregate of [***] for bodily injury, death, or property damage, and [***] per occurrence with an aggregate of [***] for personal injury. Licensee shall provide Northwestern with Certificates of Insurance evidencing the same. Northwestern shall have the right to ascertain from time to time that such coverage exists, such right to be exercised in a reasonable manner.
7.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NORTHWESTERN, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY NORTHWESTERN THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. IN NO EVENT SHALL NORTHWESTERN, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER NORTHWESTERN SHALL...
Material Liability. Encision is financially liable for any item on order, including NCNR’s, unless Encision has received Intuitive’s written pre-approval. Intuitive shall be liable for the following:
(i) Finished goods: thirty (30) calendar days of demand*.
Material Liability. BUYER agrees to be responsible for any raw material purchased as defined in the Logistics Appendix, Section 3.3.
Material Liability. The BUYER assumes liability for material purchased by the MANUFACTURER in support of the [ * ] of a forecast only. Material purchased by the MANUFACTURER to support the [ * ] of the forecast will be either applied to subsequent BUYER requirements or will be purchased at cost from the MANUFACTURER. The BUYER assumes additional liability for specific long lead material as identified in Schedule 7. In cases where material must be purchased in minimum quantities that exceed material liability limits, the BUYER will provide authorization in writing to purchase these minimum quantities.
Material Liability. In addition to all other remedies available hereunder or at law or equity, Buyers that supply extended forecast or sales schedules shall be responsible for: (a) the cost of finished goods for volumes specified within twelve (12) weeks of Buyer’s modifications to Products or orders or cancellations of orders, (b) the cost of work in progress for volumes specified within twenty (20) weeks of Buyer’s modifications to Products or orders or cancellations of orders, and (c) the cost of purchase materials for volumes specified within twenty-six (26) weeks of Buyer’s modifications to Products or orders or cancellations of orders.
Material Liability. 7 3.10 The Group Structure Agreements................................. 7 3.11 Litigation..................................................... 7 3.12
Material Liability. SELLER will receive Forecast from BUYER to support BUYER requirements. SELLER will purchase raw materials, based on component lead time plus manufacturing cycle time, to support Forecast assuming annual quantities, minimum order quantities, package minimum/multiples and the most efficient manufacturing processes. Forecast are considered cancelled if (i) SELLER receives receipt of cancellation notice from BUYER; or (ii) if materials are purchased by SELLER to meet the BUYER’s forecast and such materials remain on hand at SELLER’s facility for 30 days or more. Materials are raw materials including long lead-time and non-cancelable/non-returnable items, WIP and finished goods. Upon cancellation, the BUYER is responsible for and will pay SELLER for excess material. BUYER will pay SELLER for raw material, WIP and non-cancelable/non- returnable on-order material at 105% of the cost. Finished goods inventory will be paid at quoted selling price. SELLER will use reasonable commercial efforts, including the mutual involvement of BUYER, to return unused inventory for a full refund, net of restocking charges and to cancel open Purchase Orders with SELLER’s suppliers. SELLER shall invoice BUYER and BUYER will pay for all excess inventory and cancellation charges. Payment terms will be net thirty (30) days from the date of invoice.
