Product Liability and Warranty Obligations Sample Clauses

Product Liability and Warranty Obligations. The Purchaser shall not be responsible for any product liability, product warranty or other claim or obligation respecting product shipped prior to the Time of Closing unless shipped from a non-IMSI inspected facility. The Purchaser shall reimburse the Vendor forthwith following demand for all expenses incurred by the Vendor in connection with any claim or obligation which is the Purchaser's responsibility hereunder.
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Product Liability and Warranty Obligations. 19 3.4 Risk of Loss and Damage Prior to Closing..........................19 Article 4 - REPRESENTATIONS AND WARRANTIES OF THE VENDOR......................20
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Product Liability and Warranty Obligations. The Purchaser will not assume, and the Vendor will be solely responsible for and will indemnify and hold harmless the Purchaser from and against all Damages the Purchaser may suffer in respect of all product liability, product warranty and other claims and obligations (the "Product Liability") made or otherwise arising at any time (whether prior to or after the Closing) in connection with products of the Business manufactured or sold prior to the Closing Date by the Vendor or the Subsidiary. The Vendor shall have sole control of the defense in respect of all such Product Liability and the Purchaser shall not be permitted to compromise and settle or to cause a compromise and settlement in respect of any such Product Liability without the prior written consent of the Vendor. The Vendor will reimburse the Purchaser forthwith following demand for all reasonable expenses incurred by the Purchaser where the Purchaser is required by Law or pursuant to an Order to satisfy the Product Liability. The Purchaser will indemnify and hold harmless the Vendor from and against all Damages in respect of all Product Liability made or arising at any time after the Closing otherwise than in connection with manufacturing defects of products of the Business manufactured prior to the Closing by the Vendor. Notwithstanding the foregoing, the Vendor shall not be obligated to indemnify the Purchaser for any Product Liability which relates to product returns to the extent that allowances, provisions or reserves for such product returns were made in the Closing Date Balance Sheet.
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Product Liability and Warranty Obligations. Without in any way limiting subsection 11.01(c), the Purchaser shall not assume, and the Vendor shall be solely responsible for and shall indemnify and hold harmless the Purchaser from and against, all product liability, and other claims and obligations respecting products manufactured by the Vendor in connection with the Purchased Business up to the Time of Closing. The Purchaser may satisfy any such obligations not assumed by it where it is required to do so by law or by order of any court or regulatory authority having jurisdiction over it or where it determines in good faith to do so for valid business reasons and, in any such case, the Vendor shall reimburse the Purchaser forthwith following demand for all expenses incurred by the Purchaser in connection therewith, including all labour and material costs incurred in repairing or replacing products. The Vendor does not provide any written warranty to its customers with respect to the Vendor's products purchased by its customers.
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Product Liability and Warranty Obligations. 29 4.4 Payment for Reimbursement of Certain Liabilities................ 31 4.5 Bulk Sales Legislation.......................................... 32
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Product Liability and Warranty Obligations. (a) The Space Purchaser shall not assume and the Vendor shall be solely responsible for the Radarsat Warranties, whether known or unknown. Notwithstanding anything contained herein to the contrary, the Purchasers shall have no right to make any claim against the Vendor for a breach of any representation and warranty herein with respect to the Radarsat-2 Subcontract.
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Product Liability and Warranty Obligations. (a) The Buyer shall assume any and all Liability arising out of or resulting from any product liability, product warranty and other claims, liabilities and obligations arising from the products manufactured by the Seller.
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Product Liability and Warranty Obligations. All claims, obligations and liabilities for product liability, warranty or service liability or other obligations arising out of or in connection with products of the Business sold or services performed by JAG.
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Product Liability and Warranty Obligations. The Purchaser shall assume all product liability, product warranty and other claims and obligations respecting products manufactured, sold or installed by the Seller in connection with the Purchased Business after the Closing Time.
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Related to Product Liability and Warranty Obligations

  • Survival of Representations and Warranties and Indemnification The representations and warranties of the Company set forth in Section 3 of this Agreement shall survive the execution and delivery of the Debentures. The indemnification obligations of the Company as set forth in the indemnification rider identified as EXHIBIT B (the "Indemnification Rider") to the January 25, 2000 engagement letter between the Company and the Placement Agent, as same shall be supplemented and/or amended, is hereby incorporated herein by reference in its entirety as if more fully set forth herein and the provisions of the Indemnification Rider shall apply and be applicable to, among other things, all representations and warranties of the Company.

  • Survival of Seller’s Representations and Warranties The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentence, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty (220) days of Closing. Further Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

  • Representations and Warranties Indemnification (a) The Director hereby represents and warrants to Company that his execution, delivery and performance of this Agreement and any other agreement to be delivered pursuant to this Agreement will not violate, conflict with or result in the breach of any of the terms of, or constitute (or with notice or lapse of time or both, constitute) a default under, any agreement, arrangement or understanding with respect to Director’s employment or providing services to which Director is a party or by which Director is bound or subject.

  • Credit Agreement Representations and Warranties The representations and warranties contained in Article VI of the Credit Agreement, insofar as the representations and warranties contained therein are applicable to any Guarantor and its properties, are true and correct in all material respects, each such representation and warranty set forth in such Article (insofar as applicable as aforesaid) and all other terms of the Credit Agreement to which reference is made therein, together with all related definitions and ancillary provisions, being hereby incorporated into this Guaranty by this reference as though specifically set forth in this Article.

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Representations Warranties and Indemnification No Holder may participate in any registration pursuant to Section 2.1 unless such Holder (x) agrees to sell such Holder’s Registrable Securities on the basis provided in the underwriting arrangements (if any) with respect to such offering and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements (if applicable) and other documents and delivers all opinions, each in customary form, reasonably required under the terms of any such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Securities to be sold or transferred free and clear of all encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among any of the other parties to such underwriting arrangements, and the liability of each such Holder will be in proportion thereto, and provided, further, that under the terms of any such agreement such liability will be limited to the net amount received by such Holder from the sale of his or its Registrable Securities pursuant to such registration; and provided, further, that any such indemnification provided by a Holder selling Registrable Securities shall be limited under the terms of any such agreement to indemnification for information provided by such Holder relating to such Holder specifically for inclusion in the registration statement.

  • Licensee Representations and Warranties Licensee represents and warrants as follows:

  • DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES Distributor represents and warrants that:

  • REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR The Contributor represents and warrants to and covenants with the Operating Partnership as provided in EXHIBIT E attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein.

  • Licensor’s Representations and Warranties Licensor represents and warrants to Licensee that:

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