Products; Warranties. All Products shall be covered by the standard warranties set forth in the Standard Terms, and Dealer is not authorized to extend to Customers any warranty other than that set forth in the Standard Terms. Dealer shall be responsible for any warranties, representations or statements not specifically authorized by XXXXXX and agrees to indemnify and hold XXXXXX harmless from any costs (including but not limited to reasonable attorneys' fees), damages and liability resulting therefrom. Dealer shall indemnify XXXXXX against any and all losses, liabilities, damages and expenses (including, without limitation, attorneys' fees and other costs of defending any action) which XXXXXX may incur as a result of any claim by Dealer, Customers or others arising out of or in connection with Products and/or services sold hereunder to the extent based on Product or service defects proven to have been caused by Dealer’s negligence or misconduct, including any warranty made by Dealer which exceeds the warranty authorized by XXXXXX.
Products; Warranties. All Licensed Antibodies and License Product Manufactured and supplied by Surface, with respect to each batch of such Licensed Antibodies and Licensed Products, shall have been Manufactured: (i) in accordance with and shall conform to the specifications existing as of the time of out of freeze for Licensed Antibodies and start of Manufacturing for Licensed Product; (ii) in accordance with the Manufacturing process; (iii) in compliance with applicable GMP requirements; (iv) in compliance with all Laws; and (v) in accordance with the quality or technical agreement(s) between Surface and any of its Manufacturing subcontractors (clauses (i) through (v) collectively, the “Products Warranties”).
Products; Warranties. (a) All proprietary products manufactured, sold or delivered by the Company or any of its Subsidiaries were sold in conformity with the standard warranty or warranties in respect of such products in all material respects and neither the Company nor any of its Subsidiaries has any material liability for replacement thereof other than in the ordinary course of business.
(b) Except as disclosed in Section 3.25(b) of the Company Disclosure Letter, there are not and since July 30, 2021, there have not been any material disputes or material controversies involving any customer, distributor, supplier or any other Person regarding the quality, merchantability or safety of or defect in, or involving a claim of breach of warranty which has not been fully resolved with respect to, or involving a claim for product liability damages directly or indirectly caused by, any proprietary product purchased, manufactured, or sold by the Company or any of its Subsidiaries. None of the proprietary products purchased, manufactured or sold by the Company of any of its Subsidiaries since July 30, 2021 has been the subject of any Regulatory Recall.
Products; Warranties. CONTRACTOR EXPRESSLY WARRANTS THAT ALL PRODUCTS TO BE SUPPLIED UNDER THIS AGREEMENT AND ANY ORDER (A) CONFORM TO THE SPECIFICATION DRAWINGS, SAMPLES, OR OTHER DESCRIPTION UPON WHICH THE ORDER IS BASED, (B) ARE FIT AND SUFFICIENT FOR THE PURPOSE INTENDED, (C) ARE MERCHANTABLE, (D) ARE OF GOOD MATERIAL AND WORKMANSHIP, (E) ARE FREE FROM DEFECT, AND (F) DO NOT INFRINGE UPON ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. CONTRACTOR AGREES TO REPLACE OR CORRECT DEFECTS (INCLUDING LABOR AND TRANSPORTATION) IN ANY GOODS NOT CONFORMING TO THE FOREGOING WARRANTY PROMPTLY, WITHOUT EXPENSE TO LIBERTY. Contractor hereby assigns and agrees to assign to Liberty whatever rights Contractor has and will have under any manufacturer warranties of which Contractor is and will be a holder. Upon request, Contractor agrees to execute any document to effectuate such assignment(s). Contractor shall indemnify, defend, and hold harmless Indemnified Parties, as defined below, from any claim to the contrary. If Contractor fails to correct defects in or replace non-conforming goods promptly after Liberty provides reasonable notice to Contractor, Liberty may make such corrections or replace such goods and the Contractor shall pay Liberty to reimburse the costs incurred by Xxxxxxx.
Products; Warranties. In addition to any express warranties set forth in the Purchase Order, any statutory warranties or any warranties implied by law, Seller, on behalf of itself and its sub-contractors and/or sub- suppliers, as applicable, expressly represents and warrants to Purchaser and Purchaser’s respective customers, successors and assigns that the Product(s) provided under the Purchase Order shall: (a) not infringe any Intellectual Property Right of any third party, either on its own or in combination with any reasonably foreseeable goods, services, and/or software; (b) strictly conform to and/or operate in accordance with the applicable Specifications and end-users’ reasonable expectations, (c) conform to all drawings, PPAP submissions, samples and other descriptions furnished or relied upon by Purchaser or otherwise part of the Contract; (d) be merchantable, free from defects in design (except to the extent designed by Purchaser without input from Seller), material and workmanship and shall be new (except to the extent Purchaser expressly agrees in writing otherwise) and of highest quality; (e) be fit for the purpose for which they are intended and safe for any use that is consistent with the applicable Specifications or that is reasonably foreseeable; (f) be free and clear of all liens, claims or other encumbrances, and conveyed to Purchaser with good title; (g) conform to all industry standards and Laws in force in countries to which Purchaser Products are exported or sold, including, as applicable, the National Traffic and Motor Vehicles Safety Act and all Federal Motor Vehicle Safety Standards (FMVSS) referenced therein, California Air Quality Legislation and Air Resources Board regulations, Canadian Motor Vehicle Safety Act and all Canadian Motor Vehicle Safety Standards referenced therein, and European Union Directive 2007/46 (Whole Vehicle Approval Framework Directive) and all applicable regulations and directives referenced therein; (h) be free of all malware, viruses and all other malicious code, disabling code, or code that causes either the Product or any product into which the Product is incorporated to perform in an unintended manner; and (i) not cause any portion of Purchaser Product or any software owned or licensed by Purchaser, or any derivative thereof to
(A) become subject to all or part of the license obligations or other Intellectual Property Rights or restrictions of any third party, including any open source software requirements; or (B) be dis...
Products; Warranties. Veritec warrants that the Products will meet the warranties set forth in Exhibit 2 attached hereto.
Products; Warranties. (a) Each of the Products Distributed by Seller: (i) is, and at all times up to and including the sale thereof has been, in compliance in all material respects with all applicable Laws and (b) is, and at all relevant times has been, fit for the ordinary purposes for which it is intended to be used and conforms in all material respects to any promises or affirmations of fact made in all regulatory filings pertaining thereto and made on the container or label for such product or in connection with its Distribution. To Seller’s Knowledge, there is no design or manufacturing defect with respect to any of the Products.
(b) Schedule 4.22(b) of the Seller Disclosure Schedule sets forth the forms of Seller’s service or product warranties relating to the Products Distributed by Seller or in respect of which Seller is obligated. Except as set forth on Schedule 4.22(b), there are no existing or, to Seller’s Knowledge, threatened, material Liabilities or other material claims against Seller for Products which are defective or fail to meet any service or product warranties.
Products; Warranties. As of the date hereof, there is currently no, and, since September 30, 2021, there has been no: (a) pending or, to the Knowledge of Seller, threatened, Action with respect to (i) any current or former Product alleged to have a defect in manufacture, design, materials or workmanship or (ii) any claim or Liability arising out of or relating to the breach of any express or implied product warranty or any similar claim with respect to any such Product other than standard general warranty obligations (to replace, repair or refund) made in the ordinary course of business to purchasers of any Product; (b) actual or alleged defect in the manufacture, design, materials or workmanship relating to any Product; and (c) threatened in writing voluntary or compulsory recall, market withdrawal, safety alert, investigation or any other similar notice or action relating to any alleged defect or violation, or lack of safety or efficacy of any Product, in the case of each of the foregoing clauses (a) through (c), except as would not reasonably be expected to be, individually or in the aggregate, material to the Business, taken as a whole. Since September 30, 2021, through the date hereof, each Product has been manufactured in accordance with the specifications and standards required by or contained in all applicable (x) Laws, (y) contractual performance standards or specifications for such Product and (z) regulatory requirements for such Product, except in each case as would not reasonably be expected to be, individually or in the aggregate, material to the Business, taken as a whole.
Products; Warranties. Schedule 4.21 sets forth a summary description of all products or services made commercially available to third parties by or on behalf of Seller or any of Affiliates in connection with the Business since August 1, 2013, and a description of any guaranty (of quality, non-infringement, service levels or otherwise), warranty, right of return, right of credit or other indemnity. Schedule 4.21 sets forth the aggregate expenses incurred by Seller or any of its Affiliates in fulfilling obligations under such guaranty, warranty, right of return and indemnity provisions in the twelve months preceding the date of this Agreement. To Seller’s knowledge, there exists no fact, circumstance or condition that would reasonably be expected to result in such expenses significantly increasing in the twelve month period following the Closing other than the availability and cost of component parts and materials.
Products; Warranties. Except as set forth in Section 2.1(y) of the Disclosure Schedule, Seller has not made or makes any express warranties or guaranties outside of the ordinary course of business as conducted consistently with past practice on its own behalf as to goods sold or services provided. To the Knowledge of the Seller Parties, Seller has no liability under any warranty which (i) is in excess of reserves accrued therefor on the Financial Statements or (ii) would have a Material Adverse Effect.
