Product Warranty Liability. 31 Section 6.9. Post Closing...............................................31 ARTICLE VII INDEMNIFICATION...................................................32 Section 7.1. Indemnification by the Seller..............................32 Section 7.2. Indemnification by the Buyer...............................32 Section 7.3. Indemnification Claims.....................................32 Section 7.4. Survival of Representations and Warranties.................35 Section 7.5. Limitations................................................36 Section 7.6. Treatment of Indemnity Payments............................37 ARTICLE VIII TERMINATION......................................................37 Section 8.1. Termination of Agreement...................................37 Section 8.2. Effect of Termination......................................37 - ii - ARTICLE IX DEFINITIONS........................................................38 ARTICLE X MISCELLANEOUS.......................................................48
Product Warranty Liability. Seller represents to Buyer that the Balance Sheet contains a reserve for Product Warranty Claims in the amount of $50,000 which the Seller believes is sufficient for paying the cost of Product Warranty Claims as the Closing Date. The term "Product Warranty Claims" shall mean any claim by an owner or user of products of the Business, or other party having the right to such claim, for breach of warranty, or product defects in respect of any products shipped by the Business, prior to the Closing Date, relating to deficiencies in design, materials, or workmanship, or material failure to perform as represented by the Business (including compliance with OSHA, or initial EPA tests, or rated capacity of the product). In the event any Product Warranty Claim is asserted [after the Closing Date], Buyer shall use its reasonable efforts to perform the services or supply replacements required under the applicable product warranty. Buyer shall be responsible for all costs incurred by Buyer in respect of Product Warranty Claims of the Business up to an aggregate amount of $50,000 (the "Warranty Maximum") and Seller shall be responsible for, and reimburse Buyer for, all reasonable costs incurred by Buyer in respect of Product Warranty Claims in excess of the Warranty Maximum subject to the limitations of Section 7.5.
Product Warranty Liability. To the best knowledge of Seller, each product manufactured, sold, leased, or delivered by Seller in connection with the operation of its business has been in conformity with all applicable contractual commitments and all express and implied warranties, and Seller does not have any 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. To the best knowledge of Seller, no product manufactured, sold, leased, or delivered by Seller is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease.
Product Warranty Liability. To the best knowledge of Arris, each --------------------------- product manufactured, sold, leased, or delivered by Arris in connection with the DV Business has been in conformity with all applicable contractual commitments and all express and implied warranties, and the DV Business does not have any 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. To the best knowledge of Arris, no product manufactured, sold, leased, or delivered by Arris in connection with the DV Business is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease.
Product Warranty Liability. 7 1.32 Products.........................................................7 1.33 Schedules........................................................8 1.34 Taxes............................................................8 1.35 Trademarks and Trade Names.......................................8 1.36
Product Warranty Liability. The liability of the manufacturer or seller of an article to service, repair, or replace such article (including all costs thereof, whether for materials or labor or otherwise), or to refund the purchase price thereof, pursuant to the terms of a product warranty given by such manufacturer or seller, or otherwise arising under or established by law with respect to such article.
Product Warranty Liability. Although the Buyer does not assume any of Seller's product warranty obligations for products sold prior to the Closing Date, the Buyer shall perform the Seller's obligations under the Seller's product warranties described on Schedule 4.19(a)(2) in accordance with the Seller's present policy. The performance by the Buyer of any of the Seller's product warranty obligations for such products shall not give rise to any rights in the Seller. Without limiting the foregoing, at its option after notice to Zygo and ZYGOLOT GmbH, Buyer may perform any installation, warranty, support and training required pursuant to agreements between Zygo and ZYGOLOT GmbH or between ZYGOLOT and Altis (PO 96 - project number 640/1), Infineon or Schott relating to the tools sold by ZYGOLOT to such entities, (the "XXXXXOT TOOLS") The Seller agrees to reimburse the Buyer upon demand for the Buyer's costs in performing Seller's product warranty obligations or installation, warranty, support and training relating to the ZYGOLOT Tools, including, but not limited to, reasonable out-of-pocket costs and internal labor, material and overhead costs at the Buyer's fully loaded cost. Seller may review and reasonably dispute Buyer's demand to ensure that it does not include charges for services that materially exceed Seller's product warranty obligations. In addition, Seller shall keep in force and shall name the Buyer as an additional insured party under the product liability and commercial general and excess liability insurance policies related to the Seller's business ("SELLER'S INSURANCE") as maintained prior to the Closing Date by the Seller for a period continuing after the Closing Date until the second anniversary of the Closing Date. The Seller shall provide the Buyer with evidence of such insurance by delivering one copy of a Certificate of Insurance, completed by its insurance carrier(s) or agents certifying that insurance coverage is in effect and will not be canceled or materially changed until thirty (30) days after written notice.
Product Warranty Liability. (a) Except as set forth on Schedule 3.18, each product manufactured, sold, leased, or delivered by the Company in conducting the Business has been in conformity with all applicable contractual commitments and all express and implied warranties, and the Company has no Liability for replacement or repair thereof or other damages in connection therewith.
Product Warranty Liability. (A) Each product manufactured, sold, leased, or delivered by the Seller in conducting the Business has been in conformity with all material applicable contractual commitments and all express and implied warranties, and the Seller has no material Liability for replacement or repair thereof or other damages in connection therewith.
Product Warranty Liability. 70 List of Schedules and Exhibits................................................................................73 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the "AGREEMENT") dated as of October 5, 2001, is entered into by and among Xxxxxx Automation, Inc., a Delaware corporation (the "BUYER"), General Precision, Inc., a California corporation (the "GPI COMPANY"), GPI-Xxxxxx, Inc., a California corporation (the "XXXXXX COMPANY"), the Nasr Family Trust formed pursuant to the Declaration of Trust of Xxxxxxxx X. Xxxx and Xxxxx X. Xxxx dated September 7, 1999, a trust formed under the laws of the State of California (the "TRUST"), Xxxxxxxx X. Xxxx and Xxxxx X. Xxxx. This Agreement, including the exhibits and schedules hereto, sets forth the terms and conditions upon which the Buyer or one or more Subsidiaries of the Buyer will, in exchange for a total of 850,000 (subject to adjustment) shares of Buyer Common Stock, acquire substantially all of the assets of the Sellers and assume certain identified liabilities of the Sellers. In consideration of the mutual representations, warranties and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
