Product Warranty Liabilities Sample Clauses

Product Warranty Liabilities. None of the Subsidiaries has made any oral or written warranties with respect to the quality or absence of defects of its products or services which they respectively have sold or performed which are in force as of the date hereof, except for those warranties which are described in Schedule 4.31. Except as disclosed in Schedule 4.31, there are no material claims pending or, to Seller's knowledge, threatened against any of the Subsidiaries with respect to the quality of or absence of defects in such products or services. Schedule 4.31 sets forth a summary, which is accurate in all material respects, of all returns of defective products during the period beginning January 1, 1997 and ending on the date hereof, and all credits and allowances for defective products given to customers during said period, and said summary in each case accurately describes the defect which resulted in the return, allowance or credit. Seller has no knowledge that the percentage of products sold and services performed by any of the Subsidiaries for which warranties are presently in effect and for which warranty adjustments can be expected during unexpired warranty periods which extend beyond the Closing Date will be higher than the percentage of such products and services which the Subsidiaries have sold and performed for which warranty adjustments have been required in the past. Except as disclosed in Schedule 4.31, none of the Subsidiaries has paid or been required to pay direct, incidental, or consequential damages to any Person in connection with any of such products or services at any time during the six (6) year period preceding the date hereof.
Sample 1
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Product Warranty Liabilities. As of the Closing Date, Acquiror shall assume the Product Warranty Liabilities (as defined below), and shall credit Catalog customers the retail price paid by the customer for merchandise returned to the Company or Acquiror after the Closing Date (plus inbound shipping and handling if the merchandise is returned as defective or shipped in error), purchased from the Catalog and fulfilled by the Company on or prior to the Final Sales Date (all such credits being in the aggregate, the "Product Warranty Liabilities"). All merchandise returned for exchange shall be treated as if the merchandise requested for exchange is sold-out, resulting in a refund. As of the Closing Date, the Company shall arrange with the United States Postal Service and the United Parcel Service; (and any other carrier that delivers returns/exchanges to the Company), to forward all return/exchange packages relating to the Catalog, to the Acquiror, at the Company's expense, and shall reimburse the Acquiror for the actual cost of such returns pursuant to Section 5.5.5 of this Agreement. The Acquiror shall retain all returned merchandise processed as compensation for processing such returns; provided that, the Acquiror shall not charge the Company any other fee for the processing of such returns.
Sample 1
Product Warranty Liabilities. Since January 1, 2013, no warranties have been given by the Company or any Company Subsidiary other than in the ordinary course of business, and there have not been any material product recalls made by or directed to the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has had any material Liability in respect of any product recalls made by or directed to the Company or any Company Subsidiary.
Sample 1

Related to Product Warranty Liabilities

  • Product Warranty; Product Liability (a) Except as set forth on Company Disclosure Schedule 4.23, the products produced, sold or delivered by the Company in conducting the Business have been in all material respects in conformity with all product specifications and all applicable Laws. To the Company’s Knowledge, the Company has no material Liability for damages in connection therewith or any other customer or product obligations not reserved against on the Balance Sheet.

  • Product Warranty and Product Liability Schedule 5.17 of the Disclosure Schedule contains a true, correct and complete copy of Company’s standard warranty or warranties for sales of Products (as defined below) and, except as stated therein, there are no warranties, commitments or obligations with respect to the return, repair or replacement of Products. Schedule 5.17 of the Disclosure Schedule contains a description of all product liability claims and similar claims, actions, litigation and other proceedings relating to Products which are presently pending or which to Company’s knowledge are threatened, or which have been asserted or commenced against Company within the last two (2) years, in which a party thereto either requests injunctive relief (whether temporary or permanent) or alleges damages in excess of $100,000.00 (whether or not covered by insurance). To the best of the Company’s knowledge, there are no defects in design, construction or manufacture of Products which would adversely affect performance or create an unusual risk of injury to persons or property. Except as set forth on Schedule 5.17, none of the Products has been the subject of any replacement, field fix, retrofit, modification or recall campaign other than in the ordinary course of business. The Products have been designed and manufactured so as to meet and comply with all governmental standards and specifications currently in effect, and have received all governmental approvals necessary to allow their sale and use. As used herein, the term “Products” means any and all products currently or at any time previously manufactured, distributed or sold by Company, or by any predecessor of Company under any brand name or xxxx under which products are or have been manufactured over the last three (3) years, distributed or sold by Company, in or through the Business. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

  • Product Warranty Each product manufactured, sold, leased, or delivered by the Company has been in conformity with all applicable contractual commitments and all express and implied warranties, and the Company has no Liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) for replacement or repair thereof or other damages in connection therewith, subject only to the reserve for product warranty claims set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company. No product manufactured, sold, leased, or delivered by the Company is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Section 4.22 of the Disclosure Schedule includes copies of the standard terms and conditions of sale or lease for the Company (containing applicable guaranty, warranty, and indemnity provisions).

  • Product Liabilities There are no product recalls, trade disputes, product liabilities or product tampering claims now pending, threatened against or made by or affecting the Company or any of its directors, officers or employees or the businesses, assets or rights of the Company.

  • Warranty Claims The Limited Warranty is effective only if Sub-Distributor gives prompt written notice to Distributor of any alleged breach of the Limited Warranty, which notice shall specifically describe the problem and shall state the date of sale and name and location of the recipient of the Product originally shipped by Distributor. Notwithstanding anything to the contrary contained herein, Distributor shall have no obligation under the Limited Warranty unless it receives such notice within thirty (30) days following the expiration of the warranty period. In the event of any breach of the Limited Warranty Distributor’s sole obligation is to replace each non-conforming Product within a reasonable period of time and to pay for the costs of shipment to the original recipient of the Product or as otherwise specified by Sub-Distributor.

  • 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 Claims You and the end-user must acknowledge that You, not Apple, are responsible for addressing any claims of the end-user or any third party relating to the Licensed Application or the end-user’s possession and/or use of that Licensed Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. The XXXX may not limit Your liability to the end-user beyond what is permitted by applicable law.

  • Warranty Obligations In no event shall Contractor be released from any of its warranty obligations as set forth in Article 15 hereof as a result of any Satellite having successfully passed the pre-shipment inspection set forth in this Article 9.

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the Assumed Liabilities.

  • Excluded Liabilities Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

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