Product Return Policies; Warranties and Liabilities Sample Clauses

Product Return Policies; Warranties and Liabilities. Schedule 4.20 sets forth the refund or return policies (the “Return Policies”) of, and all Warranties (as hereinafter defined) given or made by Seller relating to the operations of the CNS Division. “Warranties” shall mean all obligations to service, repair (including to provide fixes to program errors), replace, credit, refund, pay penalty fees, pay liquidated damages and other obligations based upon or arising out of (a) express and implied warranties made or deemed made in connection with the license or sale of goods or the performance of services related to the operations of the CNS Division (each, an “Express or Implied Warranty”) and (b) with respect to any product, good or service related to the operations of the CNS Division: (i) the non-conformance with the applicable specifications of 2% of such product, good or service in any three (3) month period with a minimum order quantity of one thousand (1,000) units, or (ii) any circumstance or condition meeting the definition of “epidemic failure” (or similar term) under any applicable customer or supply agreement for such product, good or service (each, an “Epidemic Failure”). To the extent relating to the operations of the CNS Division, none of Seller’s customers, the distributors of the Products, or end users have claimed to Seller or to a distributor of Seller’s products, that the Products are defective. Seller has no knowledge of any fact or the occurrence of any event that might reasonably form the basis of any present or future claim against Seller, whether or not fully covered by insurance, for Liability on account of negligence or product Liability or on account of any Return Policies or Warranties that would, individually or in the aggregate, exceed the reserves set forth on the Interim Financial Statements for such anticipated claims. The total out-of pocket Liability related to all Product Warranty claims assumed by Purchaser pursuant to Section 3.1(a) will not exceed $194,000, not including the value of the Returned Goods Materials Inventory used by Purchaser to satisfy such warranty claims in whole or in part.

Product Return Policies; Warranties and Liabilities. (a) Section 3.17(a) of the Disclosure Schedule sets forth the product return policies (the “Return Policies”) and all Warranties given or made by the Company in connection with the sale of any Company Products, other than implied warranties imposed by applicable Law in connection with the sale of Company Products. The Company has not extended or granted any return rights or given or made any Warranties with respect to any Company Products licensed or sold or services performed by it, other than as set forth in Section 3.17(a) of the Disclosure Schedule. (b) None of the customers of the Company, the distributors of the Company Products, or end users have claimed to the Company, or to a distributor of the Company Products, that the Company Products are defective. No Company Products have been shipped by the Company in a condition that such Company Products might reasonably be expected to be returned or a Warranty claim to be made by the customers, nor has any customer indicated an intention to return any Company Products, except returns made in the ordinary course of business and consistent with the Return Policies. To the Knowledge of the Company, no fact exists nor has any event occurred that might reasonably form the basis of any present or future claim against any of them, whether or not fully covered by insurance, for liability on account of negligence or product liability or on account of any Return Policies or Warranties. (c) There is no Action or Proceeding by or before any court or Governmental Entity pending, or to the Knowledge of the Company, threatened against or involving the Company relating to any Company Product alleged to have been defective, or improperly designed or manufactured, nor is there any basis for any such action, suit, inquiry, proceeding or investigation.

Product Return Policies; Warranties and Liabilities. For the purposes of this Section 5.21, “Warranties” shall mean all obligations to service, repair (including, without limitation, to provide fixes to program errors), replace, credit, refund and other obligations based upon or arising out of express and implied warranties made or deemed made in connection with the license or sale of goods or the performance of services related to the Business. Seller has not extended or granted any return rights or given or made any Warranties with respect to any products licensed or sold or services performed by it. To the extent relating to the Business, none of Seller’s customers, the distributors of the Products, or end-users have claimed to Seller or to a distributor of Seller’s products, that the Products are defective. No customer has indicated to Seller an intention to return any Products, except returns made in the ordinary course of the Business and consistent with the return policies of Seller (the “Return Policies”). Seller does not have knowledge of any fact or of the occurrence of any event that might reasonably form the basis of any present or future claim against Seller, whether or not fully covered by insurance, for liability on account of negligence or product liability or on account of any Return Policies or Warranties that would have, individually or in the aggregate, a material adverse effect on the conduct of the Business.