Product Defects; Product Warranties Sample Clauses

Product Defects; Product Warranties. Except as described on Schedule 3.23: (a) each product sold, leased or delivered, or service provided, by any Seller has been in conformity with all applicable contractual commitments and all express and implied warranties, except where the failure to so conform would not have a Material Adverse Effect and (b) no Seller has any liability (and there is no pending or, to any Seller’s Knowledge, threatened claim against it that would give rise to any liability) for replacement or repair thereof or other damages in connection therewith, except for such liabilities that would not, individually or in the aggregate, have a Material Adverse Effect. No product sold, leased or delivered, or service provided, by any Seller is subject to any guaranty, warranty or other indemnity beyond the applicable standard terms, conditions of sale or lease or as may be imposed by law. Schedule 3.23 includes copies of the standard terms and conditions of sale or lease for each Seller (containing applicable guaranty, warranty, and indemnity provisions).
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Product Defects; Product Warranties. (a) Each product sold, leased or delivered, or service provided, by Seller has been in conformity with all applicable contractual commitments and all express and implied warranties, except where the failure to so conform would not have a Material Adverse Effect and (b) Seller has no liability (and there is no pending or, to Seller’s knowledge, threatened claim against them that would give rise to any liability) for replacement or repair thereof or other damages in connection therewith, except for such liabilities that would not, individually or in the aggregate, have a Material Adverse Effect. No product sold, leased or delivered, or service provided, by the Seller is subject to any guaranty, warranty or other indemnity, conditions of sale or lease beyond the applicable standard terms set forth in Schedule 5.22 hereto, except as may be otherwise imposed by applicable Law. Seller does not have any liability (and to Seller’s best knowledge there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against them giving rise to any liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any products manufactured, licensed, sold, leased, or delivered by Seller.
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Product Defects; Product Warranties. Except as described on Schedule 4.34: (a) each product sold, leased or delivered, or service provided, by Seller and the Acquired Aether Entities in the Business has been in material conformity with all applicable Contractual commitments and all express and implied warranties, and (b) Seller and the Acquired Aether Entities do not have any Liability (and there is no pending or, to the Seller’s Knowledge, threatened Claim that could reasonably be expected to give rise to any Liability) for replacement or repair thereof or other Losses in connection therewith. Schedule 4.35 includes copies of the standard terms and conditions of sale or lease for Seller (containing applicable guaranty, warranty, and indemnity provisions).
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Product Defects; Product Warranties. The products sold, leased or delivered, or services provided by the Company and its Subsidiaries (“Products”) have been in conformity in all material respects with applicable contractual commitments. The Company and its Subsidiaries have no liability and there is no pending, or to the knowledge of the Company, threatened claim against them that would give rise to any liability for replacement or repair thereof or for damages in connection therewith, except for such liability or claims that would not, either individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. All Products comply in all material respects with applicable governmental approval and laws.
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Product Defects; Product Warranties. To the Knowledge of Seller, Seller has no monetary liability or expense, and will not have any monetary liability or expense following the Closing, on account of defective products or services sold, provided or performed by or on behalf of Seller prior to the Closing, including monetary liabilities or expenses on account of product warranties.
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Product Defects; Product Warranties. Except to the extent reserved for on the Most Recent Financial Statements, Target has no Liability, and will not have any Liability following the Closing, on account of defective products or services, sold, provided or performed by or on behalf of Target, including Liabilities on account of product warranties.
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Product Defects; Product Warranties. (a) Each product manufactured, sold, leased, licensed or delivered, or service provided, by Seller has been in material conformity with all applicable contractual commitments and all warranties and (b) Seller has no material liability (and there is no pending or, to Seller's Knowledge, threatened claim against them that would give rise to any liability) for replacement or repair thereof or other damages in connection therewith. Seller does not have any liability (and, to Seller's Knowledge, there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against them giving rise to such liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any products manufactured, licensed, sold, leased, or delivered by Seller.
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Product Defects; Product Warranties. Except as described on Schedule 4.27(a): (a) products sold, leased or delivered, or service provided, by Seller in the Business have been in material conformity with all applicable Contractual commitments and all express and implied warranties, and (b) Seller does not have any Liability that would be material, individually or in the aggregate, (and there is no pending or, to the Seller’s Knowledge, threatened Claim that could reasonably be expected to give rise to any such material Liability), for replacement or repair thereof or other Losses in connection therewith, subject to the reserve for product warranty set forth on the Most Recent Statement, as adjusted for operations and transactions through the Closing Date. Schedule 4.27(b) includes a sample of standard terms and conditions of sale or lease for Seller Products.
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Related to Product Defects; Product Warranties

  • Product Warranties Except as set forth in Schedule 3.15, (a) there are no warranties express or implied, written or oral, with respect to the Business and (b) there are no pending or threatened claims with respect to any such warranty, and Seller has no liability with respect to any such warranty, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due.

  • Product Warranty Seller provides general warranties of fitness and general warranties that the goods are free from defects, for 1 year from acceptance of the goods, except as may otherwise be set forth in the Description/Proposal, or other attached warranty.

  • Product Warranty and Product Liability Set forth in Schedule 3.14 of the Disclosure Schedule is a true, correct and complete copy of the Company's standard warranty or warranties for sales of its products.

  • Limited Product Warranty Repair or Replacement within 12 years

  • Product Recalls (a) If either Party reasonably decides or is required by any government authority or court of competent jurisdiction, to initiate a product recall, withdrawal or field correction with respect to, or if there is any governmental seizure of, the Product, the Party initiating or required to initiate such action will notify the other Party promptly of the details regarding such action, including providing copies of all relevant documentation concerning such action. The Parties will assist each other in investigating any such situation and all regulatory contacts that are made and all activities concerning seizure, recall, withdrawal or field correction will be jointly coordinated by HSL and LMI. (b) If any such recall, withdrawal, field correction or seizure occurs due solely to (i) failure of any Product produced by HSL hereunder to conform to Specifications (including, without limitation, being adulterated or misbranded) or any warranty or other requirement set forth in this Agreement, (ii) the failure of HSL to comply in all material respects with any applicable law, rule, regulation, guideline, standard, court order or decree or (iii) the negligent or intentional wrongful act or omission of HSL in connection with the production of Product hereunder, then HSL shall bear the **** of any such seizure, recall, withdrawal or field correction and shall reimburse LMI for its ****, including any purchase price payments made to HSL and related taxes to the extent related to such recalled Product. To the extent any such recall, withdrawal, field correction or seizure occurs for any reason other than that set forth in the immediately preceding sentence, then LMI shall bear the **** of any such seizure, recall, withdrawal or field correction. If both HSL and LMI contribute to the cause of a seizure, recall, withdrawal or field correction, the cost and expense thereof will be shared in proportion to each Party’s contribution to the problem. For the purposes of this Agreement, the expenses of any recall, withdrawal, field correction or seizure shall include, without limitation, the out-of-pocket expenses of notification and destruction or return of the recalled Product and all other out-of-pocket costs incurred in connection with such recall but shall not include a Party’s lost profits. HSL’s reimbursement for the costs of LMI Materials related to such recall, withdrawal or field correction is limited by Section 5.6(c).

  • Manufacturer’s Warranties If a Lease Vehicle is covered by a Manufacturer’s warranty, the Lessee, during the Vehicle Term for such Lease Vehicle, shall have the right to make any claims under such warranty that the Lessor could make.

  • SUPPLIER’S WARRANTIES 16.1 The Supplier represents, warrants and undertakes to the Authority that: 16.1.1 the Supplier has the full right, power and authority to enter into and perform this Agreement and to grant all of the Authority Rights to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement; 16.1.2 all information, representations, warranties and other matters of fact contained in the Supplier’s tender submission as part of the competitive tender process referred to in the recitals to this Agreement are true, complete and accurate in all respects and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevail; 16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date; 16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority; 16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier; 16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances; 16.1.7 to the extent any musical compositions are contained in the Deliverables: 16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and 16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Supplier; or (iii) are in the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by this Agreement; 16.1.8 no claim or litigation is pending or threatened in respect of the Deliverables or any the Authority Rights; 16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to health and safety); 16.1.10 the Deliverables will be free from all Viruses; 16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court; 16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables; 16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date; 16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of the Supplier; and 16.1.15 the Supplier will not at any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disrepute. 16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.

  • Defective Product If Client rejects Products under Section 6.1 and the deviation is determined to have arisen from Patheon’s failure to provide the Manufacturing Services in accordance with the Specifications, cGMPs, or Applicable Laws, Patheon will credit Client’s account for Patheon’s invoice price for the defective Products. If Client previously paid for the defective Products, Patheon will promptly, at Client’s election, either: (i) refund the invoice price for the defective Products; (ii) offset the amount paid against other amounts due to Patheon hereunder; or (iii) replace the Products with conforming Products without Client being liable for payment therefor under Section 3.1, contingent upon the receipt from Client of all Active Materials and Client-Supplied Components required for the manufacture of the replacement Products. For greater certainty, Patheon’s responsibility for any loss of Active Materials in defective Product will be captured and calculated in the Active Materials Yield under Section 2.2.

  • Defective Products A defective product may be returned to PRECISIONARY INSTRUMENTS within thirty (30) days of the delivery date for a refund of the original purchase price with the following amendments/fees. To return a defective product, please contact our Customer Service Department and follow the Return of Products Instructions below.

  • Manufacturer’s Warranty The Goods include the manufacturer’s standard limited parts warranty to replace defective parts covered under such warranty exclusive of labor. Labor is warranted by the Elevator Contractor for 90 days following installation. The manufacturer’s parts warranty may require that the Goods be maintained throughout the warranty period by an authorized manufacturer’s representative under a separate maintenance contract. Any warranty is conditioned on written notice to the Elevator Contractor within warranty period and contingent upon receipt of final payment to Elevator Contractor.

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