Product Returns and Warranties. There are no liabilities for product returns other than those arising in the ordinary course of business . To the best knowledge of the Seller Entities, there are no threatened claims for (i) product returns, (ii) warranty obligations or (iii) product services other than in the ordinary course of business and such as have been adequately reserved against on the Seller's books and records. No Seller Entity has made any express warranties with respect to products sold or distributed by the Seller Entities (other than passing on warranties made by the manufacturers thereof) and, to the knowledge of the Seller Entities, no other warranties have been made by their respective officers, directors, employees, consultants or agents (collectively, the "Personnel"). No Seller Entity has any knowledge of any presently existing circumstances that would constitute a valid basis for any voluntary or governmental recall of any pharmaceutical or other product sold or distributed by any Seller Entity in the course of or that relates to the Business.
Product Returns and Warranties. There are no liabilities for product returns other than those arising in the ordinary course of the Business. To the knowledge of Sellers, there are no threatened claims for (a) product returns, (b) warranty obligations or (c) product services other than in the ordinary course of the Business. Sellers have not made any express or implied warranties with respect to products sold or distributed by Sellers (other than passing on warranties made by the manufacturers thereof). Sellers have no knowledge of any presently existing circumstances that would constitute a valid basis for any voluntary or governmental recall of any product sold or distributed by Sellers in the course of or that relates to the Business.
Product Returns and Warranties. There are no liabilities for product returns other than those arising in the ordinary course of the Business or otherwise fully reserved for in the Financial Statements. Except as set forth in SCHEDULE 4.33, to Seller's knowledge, there are no threatened claims for (a) product returns, (b) warranty obligations or (c) product services other than in the ordinary course of the Business. Except as set forth on SCHEDULE 4.33, Seller has not made any express or implied warranties with respect to products sold or distributed by Seller (other than passing on warranties made by the manufacturers thereof). Seller has no knowledge of any presently existing circumstances that could reasonably be expected to constitute a valid basis for any voluntary or governmental recall of any product sold or distributed by Seller in the course of or that relates to the Business.
Product Returns and Warranties. There are no liabilities for product returns or warranties other than those arising in the ordinary course of business and reflected on the Forecast March 31 Balance Sheet. To the Knowledge of the Company, there are no threatened claims for (i) product returns, (ii) warranty obligations or (iii) product services other than in the ordinary course of business.
Product Returns and Warranties. There are no liabilities for product returns other than those arising in the ordinary course of the GCI Business. To the Knowledge of Seller, there are no threatened claims for (a) product returns, (b) warranty obligations or (c) product services other than in the ordinary course of the GCI Business. Seller has no Knowledge of any presently existing circumstances that would constitute a valid basis for any voluntary or governmental recall of any product sold or distributed by Seller in the course of or that relates to the GCI Business.
Product Returns and Warranties. Except as disclosed in Section 4.22 of the Seller Disclosure Letter: There are no material liabilities for product returns arising from the Business other than those in the ordinary course of business as conducted by the Subsidiary Transferors (consistent with past practice). To the Knowledge of the Seller, there are no material threatened written claims for (i) product returns, (ii) warranty obligations, or (iii) services provided by the Business relating to the Business Products, in each case other than in the ordinary course of business as conducted by the Subsidiary Transferors (consistent with past practice), and since January 1, 2017, no event has occurred that would reasonably be expected, with or without notice or lapse of time, to directly or indirectly give rise to the assertion of any such material claim.
Product Returns and Warranties. There are no liabilities for product returns other than those arising in the Ordinary Course of Business. To the Knowledge of Target, there are no threatened claims for (a) product returns, (b) warranty obligations or (c) product services, other than in the Ordinary Course of Business. The Target Companies have not made any express or implied warranties with respect to products sold or distributed by the Target Companies (other than passing on warranties made by the manufacturers thereof) and, to the Knowledge of Target, no other warranties have been made by Personnel. Target has no Knowledge of any presently existing circumstances that would constitute a valid basis for any voluntary or governmental recall of any pharmaceutical or other product sold or distributed by the Target Companies in connection with or otherwise relating to the business of the Target Companies.
Product Returns and Warranties. After the Closing, Buyer may honor (in accordance with the terms of Seller's warranties, express and/or implied,) returns, repairs and/or warranties of products manufactured in whole or in part by Seller and/or shipped by Seller (the "Warranty Claims"). Seller shall reimburse Buyer within seven (7) business days following billing to Seller of all expenses and costs of Buyer arising in connection with such Warranty Claims made during the twelve (12) months following the date that the warranted product is delivered to the customer, or if that date is not reasonably ascertainable, twelve (12) months following the earlier of the Code Date or the Liquidation Date (as defined hereinafter) for the Contract under which the product was shipped (the "Warranty Expenses"). Seller shall reimburse Buyer for all Warranty Expenses incurred in honoring Warranty Claims clearly attributable to manufacturing work or process occurring before Closing. Seller shall not reimburse Buyer and shall in no way be liable for Warranty Expenses incurred by Buyer in honoring Warranty Claims clearly attributable to manufacturing work or process occurring after the Closing. If any Warranty Claim is not clearly attributable to the manufacturing work or process of either party, then Seller shall reimburse Buyer for its pro rata share of the Warranty Expenses incurred in honoring such Warranty Claim. The proration shall be based on the percentage of the product's price billed before the Closing, which shall be allocated to Seller, as compared to the percentage billed after the Closing, which shall be allocated to Buyer. Seller acknowledges that certain products shipped by it prior to the Closing Date were shipped without date codes and/or serial numbers. Seller acknowledges that Buyer may be unable to determine the exact age or date of shipment of certain products returned by customers for repair and therefore Buyer may be unable to determine if the applicable warranty on the returned item has expired. Subject to the approval of its customers, Buyer shall xxxx products shipped by it following the Closing Date with readily determinable date codes and/or serial number, in ink, to determine the date of shipment of all products shipped by Buyer, the return or repair of which would expose Seller to potential liability hereunder. The "Liquidation Date" is the last date that the last product with a particular part number is shipped pursuant to a Contract. The "Code Date" for any product is the shippi...
