Common use of Product Warranty Clause in Contracts

Product Warranty. Each product manufactured, sold, leased, or delivered by the Company or the Company Subsidiary has been in conformity with all applicable contractual commitments and all express and implied warranties, and neither the Company nor the Company Subsidiary has 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 damage in connection therewith, subject only to the reserve for product warranty claims set forth on the face of the Balance Sheet (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 or the Company Subsidiary is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. The Company has previously provided to Buyer complete and accurate copies of the standard terms and conditions of sale or lease for the Company and the Company Subsidiary (containing applicable guaranty, warranty, and indemnity provisions).

Appears in 10 contracts

Samples: Agreement and Plan of Merger (Neomedia Technologies Inc), Agreement and Plan of Merger (Neomedia Technologies Inc), Agreement and Plan of Merger (BSD Software Inc)

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Product Warranty. Each To the Knowledge of the Sellers, each product manufactured, sold, leased, or delivered by the Company or and the Company Subsidiary Subsidiaries has been in conformity with all applicable contractual commitments and all express and implied warranties. To the Knowledge of the Sellers, and neither the Company nor and the Company Subsidiary has any Subsidiaries have no Liability (and there is no basis Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand Action against any of them giving rise to any Liability) for replacement or repair thereof or other damage damages in connection therewith, subject only to the reserve for product warranty claims set forth on the face of the Balance Sheet March 31, 2007 balance sheet (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 CompanyCompany and the Subsidiaries. Schedule 3.24(a) includes copies of the standard terms and conditions of sale or lease for the Company and the Subsidiaries (containing applicable guaranty, warranty, and indemnity provisions). No product manufactured, sold, leased, or delivered by the Company or and the Company Subsidiary Subsidiaries is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. The Company has previously provided to Buyer complete and accurate copies of the standard terms and conditions of sale or lease for the Company and the Company Subsidiary (containing applicable guaranty, warranty, and indemnity provisionsset forth in Schedule 3.24(a).

Appears in 1 contract

Samples: Purchase Agreement (Homeland Security Capital CORP)

Product Warranty. Each product manufactured, sold, leased, or delivered by any of the Company or the Company Subsidiary and its Subsidiaries has been in conformity with all applicable contractual commitments and all express and implied warranties, and neither none of the Company nor the Company Subsidiary and its Subsidiaries has any Liability (and there is no basis 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 damage damages in connection therewith, subject only to the reserve for product warranty claims set forth on the face of the Most Recent Balance Sheet (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 CompanyCompany and its Subsidiaries. No product manufactured, sold, leased, or delivered by any of the Company or the Company Subsidiary and its Subsidiaries is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. The Company has previously provided to Buyer complete and accurate ss.4(u) of the Disclosure Schedule includes copies of the standard terms and conditions of sale or lease for each of the Company and the Company Subsidiary its Subsidiaries (containing applicable guaranty, warranty, and indemnity provisions).

Appears in 1 contract

Samples: Stock and Warrant Purchase Agreement (China Energy Resources Corp)

Product Warranty. Each product manufactured, sold, leased, or delivered by the Company or the any Company Subsidiary has been in conformity with all applicable contractual commitments and all express and implied warranties, and neither the Company nor the any Company Subsidiary has 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 damage in connection therewith, subject only to the reserve for product warranty claims set forth on the face of the Company Balance Sheet (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 or the any Company Subsidiary is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. The Company has previously provided to Buyer complete and accurate copies of the standard terms and conditions of sale or lease for the Company and the any Company Subsidiary (containing applicable guaranty, warranty, and indemnity provisions).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nexland Inc)

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Product Warranty. Each product manufacturedproduced, sold, leased, sold or delivered by the Company or the any Company Subsidiary has been in material conformity with all applicable contractual commitments and all express and implied warranties, and neither the Company nor the any Company Subsidiary has any Liability liability (and there is and, to the Knowledge of the Company, no basis which the Company believes to be valid exists on which any claim for any present such liability can be asserted against the Company or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any LiabilityCompany Subsidiary) for replacement or repair thereof or other damage in connection therewith, subject only to the reserve for product warranty claims set forth on in the face Most Recent Balance Sheet and warranty claims arising from warranty obligations incurred after the Most Recent Balance Sheet Date in the ordinary course of business consistent with the historical experience of the Balance Sheet (rather than in any notes thereto) as adjusted for Company and the passage of time through the Closing Date in accordance with the past custom and practice of the CompanyCompany Subsidiaries. No Subject to Applicable Laws, no product manufacturedproduced, sold, leased, sold or delivered by the Company or the any Company Subsidiary is subject to any guaranty, warranty, warranty or other indemnity beyond the applicable standard terms and conditions of sale or lease. The Company has previously provided to Buyer complete and accurate with copies of the standard terms and conditions of sale or lease for of each product of the Company and the or any Company Subsidiary (containing applicable guaranty, warranty, warranty and indemnity provisions).

Appears in 1 contract

Samples: Agreement and Plan of Merger (U.S. Silica Holdings, Inc.)

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