Returns of Products. 8.10.1 The Seller shall be responsible for and shall indemnify and hold harmless the Purchaser, in accordance with the provisions of Clause 7.4 and Clause 11, against any and all Losses that the Purchaser or any of its Affiliates may suffer (including the cost of replacement or returns of products of the Business), arising out of, relating to or resulting from products of the Business that were sold prior to the Closing and returned or claimed for credit by any customer or distributor within the first 12 (twelve) months after the Closing Date (collectively, “Returns”). All indemnification payments made pursuant to this Clause 8.10 shall be treated by the Parties as adjustments to the Cash Consideration. The Parties agree that the Purchaser shall first seek reimbursement from amounts remaining in the Holdback Amount for any indemnification payments made pursuant to this Clause 8.10.
8.10.2 During the 12 (twelve) month period following the Closing Date, neither the Purchaser nor the Seller (nor any Affiliates of the Parties) shall initiate or encourage customers or distributors of the Business to return products, except as the Purchaser reasonably deems prudent or necessary due to quality, health or safety reasons or as required by Law.
8.10.3 If the Purchaser takes any actions in breach of its obligations set forth in Clause 8.10.2, the Seller shall not be bound by Clause 8.10.1 and Clause 8.10.2 above. [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC.
Returns of Products. The Vendor commits to respecting both the General Principles Regarding Process of Returned Items mentioned in part V. c. of the present contract and the Return Guidelines available in Seller point.
Returns of Products. (a) Seller Parent shall be responsible for and shall indemnify, defend and hold harmless Buyers from and against (i) all Liabilities related to the return of Products made during the one (1)-year period following the Closing Date that relate to sales of Products delivered on or before the Closing; provided, however, that to the extent any returned Products are part of a lot of Products portions of which were sold both before and after the Closing Date, Seller Parent’s indemnification obligation with respect thereto under this Section 8.3(a) shall be reduced by a percentage equal to that percentage of such lot as was sold after the Closing Date.
(b) During the one (1)-year period following the Closing Date, neither Buyers nor Sellers (nor any Affiliate of either) will initiate or encourage customers of the Business to return any Products, except as any Buyer or Seller reasonably deems prudent or necessary due to health or safety reasons or as required by Law.
(c) Within fifteen (15) days after the end of each of the first twelve (12) months following the Closing Date, Buyer Parent shall notify Seller Parent in writing of the amount of Product returns (and the lots thereof) received or claimed since such date, accompanied by reasonable details thereof.
Returns of Products. In addition to the other indemnification obligations set forth in this Article VIII, Medicis shall, indemnify Bioglan for any return of Products returned within two (2) years of June 1, 1999 by CVS, Walgreens and Xxxx Xxxxxx; provided that such indemnification obligation shall not exceed United States Six Hundred Thousand Dollars (US $600,000).
Returns of Products. 7.1 MANUFACTURER or DISTRIBUTOR shall inform ASIA ACTUAL if a Product is to be returned to MANUFACTURER, in such an event, ASIA ACTUAL shall request a Return Authorization from MANUFACTURER.
Returns of Products. (a) Seller shall be responsible for and shall indemnify and hold harmless Buyer from and against (i) all returns of Products which returns were made after the Closing, relating to sales of Products made on or before the Closing; provided, however, that to the extent any returned Products are part of a lot of Products portions of which were sold both before and after the Closing Date, Seller’s indemnification obligation with respect thereto under this Section 7.8(a) shall be reduced by a percentage equal to that percentage of such lot as was sold after the Closing Date.
(b) During the 12 month period following the Closing Date, neither Buyer nor Seller (or any Affiliate of either) will initiate or encourage customers of the Product Line to return Products, except as either Buyer or Seller reasonably deems prudent or necessary due to quality, health or safety reasons or as required by Law.
(c) During the 3-month period following the Closing Date, Buyer shall advise Seller in writing on a monthly basis of the amount of Product returns (and the lots thereof) received or claimed since such date.
Returns of Products. (a) Seller shall be responsible for and shall indemnify and hold harmless Purchaser against any and all Losses that Purchaser or any of its Affiliates may suffer (including the cost of replacement or returns of products of the Business and/or lost profits), arising out of, relating to or resulting from products of the Business that were sold prior to the Closing and returned or claimed for credit for any reason by any customer or distributor within the first twelve (12) months after the Closing Date, regardless of whether such Products are saleable by Purchaser after such return (collectively, “Returns”), if and to the extent (and only to the extent that) such Returns exceed four percent (4%) of gross sales of the products of the Business (the “Product Return Threshold Level”) within the first twelve (12) months after the Closing Date. Returns for reasons of manufacturing defect or returns initiated for breach of any specifications under applicable Law shall be also included when calculating whether the Product Return Threshold Level has been reached.
(b) During the twelve (12) month period following the Closing Date, neither Purchaser nor Seller (nor any of their respective Affiliates) shall initiate or encourage customers or distributors of the Business to return products, except as Purchaser reasonably deems prudent or necessary due to quality, health or safety reasons or as required by applicable Law.
Returns of Products. (i) Units of a Product that are returned by Vendor’s customers in accordance with applicable return policies and that are unused, undamaged, and in the original packaging shall be returned to the applicable Facility and held as Inventory in accordance with this Agreement. The Age of Inventory Sold of such returned units of that Product shall be calculated from the date that such units were delivered to the Facilities for purposes of determining the F8 Fees. Any costs of restocking such returned units of such Product shall be advanced by F8 and then reimbursed to F8 as COGS of such Product in the following distribution from the DACA Account. If not already refunded by the applicable Platform (and deducted from the amount deposited by the Platform in the DACA Account), F8 shall cause the refund of amounts in the DACA Account associated with properly returned units of the Product to the appropriate customer(s).
(ii) Units of a Product that are returned by Vendor’s customers in accordance with applicable return policies but are not, for any reason, in saleable condition shall be charged to Vendor’s account as a separate sale at its COGS plus applicable fees as per the Fee Schedule for such Product.
Returns of Products. 9.9.1 The Seller shall be responsible for and shall indemnify and hold harmless the Purchaser in accordance with the provisions of Clause 13 against any and all Losses that the Purchaser may suffer (including the cost of replacement or returns of products of the Business), arising out of, relating to or resulting from products of the Business that were sold prior to the Closing and returned or claimed for credit by any customer or distributor within the first 12 (twelve) months after the Closing Date (collectively, “Returns”).
9.9.2 During the 12 (twelve) month period following the Closing Date, neither the Purchaser nor the Seller (nor any Affiliates of the Parties) shall initiate or encourage customers or distributors of the Business to return products, except as the Purchaser reasonably deems prudent or necessary due to quality, health or safety reasons or as required by Law.
Returns of Products. The Vendor commits to respect the return policy as agreed by both parties for the categories of products listed by the vendor.
