Common use of Warranties; Indemnities Clause in Contracts

Warranties; Indemnities. There are no material warranty or indemnity claims pending or threatened against the Company or any Subsidiary. Section 3.27 of the Disclosure Letter sets forth: (a) a list of all forms of written warranties, guarantees and written warranty policies of the Company and any Subsidiary in respect of any of the Company Products which are currently in effect (the "Warranty Obligations"), and the duration of each such Warranty Obligation; (b) each of the Warranty Obligations which is subject to any dispute or, to the knowledge of the Company, any threatened dispute; and (c) the experience of the Company and its Subsidiaries with respect to warranties, guarantees and warranty policies of or relating to the Company Products and services. True and correct copies of all forms of Warranty Obligations have been delivered to SUTIOC prior to the execution of this Agreement. There have not been any material deviations from the Warranty Obligations, and salespersons, employees and agents of the Company and its Subsidiaries are not authorized to undertake obligations to any customer or other person in excess of or materially different from such Warranty Obligations. The Financial Statements reflect adequate and appropriate reserves for all Warranty Obligations. All products designed, licensed, or sold by the Company and its Subsidiaries are and were free from material defects in design and satisfy in all material respects the written requirements therefor set forth in any and all contracts, agreements, purchase orders, Warranty Obligations or other specifications or agreements related thereto.

Appears in 2 contracts

Samples: Acquisition Agreement (Sutioc Enterprises, Inc), Acquisition Agreement (Us Wireless Online Inc)

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Warranties; Indemnities. There are no material warranty or indemnity claims pending or threatened against the Company or any Subsidiary. Section 3.27 of the Disclosure Letter sets forth: (a) a list of all forms of written warranties, guarantees and written warranty policies of the Company and any Subsidiary in respect of any of the Company Products which are currently in effect (the "Warranty Obligations"), and the duration of each such Warranty Obligation; (b) each of the Warranty Obligations which is subject to any dispute or, to the knowledge of the Company, any threatened dispute; and (c) the experience of the Company and its Subsidiaries with respect to warranties, guarantees and warranty policies of or relating to the Company Products and services. True and correct copies of all forms of Warranty Obligations have been delivered to SUTIOC Parent prior to the execution of this Agreement. There have not been any material deviations from the Warranty Obligations, and salespersons, employees and agents of the Company and its Subsidiaries are not authorized to undertake obligations to any customer or other person in excess of or materially different from such Warranty Obligations. The Financial Statements reflect adequate and appropriate reserves for all Warranty Obligations. All products designed, licensed, or sold by the Company and its Subsidiaries are and were free from material defects in design and satisfy in all material respects the written requirements therefor set forth in any and all contracts, agreements, purchase orders, Warranty Obligations or other specifications or agreements related thereto.

Appears in 1 contract

Samples: Merger Agreement (Valueclick Inc/Ca)

Warranties; Indemnities. There are no material warranty or indemnity claims pending or threatened against the Company or any SubsidiaryCompany. Section 3.27 2.22 of the Disclosure Letter Company Schedule sets forth: (a) a list of all forms of written warranties, guarantees and written warranty policies of the Company and any Subsidiary in respect of any of the Company Products which are currently in effect (the "Warranty Obligations"), and the duration of each such Warranty Obligation;; and (b) each of the Warranty Obligations which is subject to any dispute or, to the knowledge of the CompanyShareholders’ Knowledge, any threatened dispute; and (c) the experience of the Company and its Subsidiaries with respect to warranties, guarantees and warranty policies of or relating to the Company Products and services. True and correct copies of all forms of Warranty Obligations have been delivered to SUTIOC Parent prior to the execution of this Agreement. There have not been any material deviations from the Warranty Obligations, and salespersons, employees and agents of the Company and its Subsidiaries are not authorized to undertake obligations to any customer or other person in excess of or materially different from such Warranty Obligations. The Financial Statements Company Financials reflect adequate and appropriate reserves for all Warranty ObligationsObligations in accordance with Swedish GAAP. All products manufactured, designed, licensed, leased, rented or sold by the Company and its Subsidiaries are and were free from material defects in construction and design and satisfy in all material respects the written requirements therefor set forth in any and all contracts, agreements, purchase orders, Warranty Obligations or other specifications or agreements related thereto.

Appears in 1 contract

Samples: Share Purchase Agreement (Valueclick Inc/Ca)

Warranties; Indemnities. There are no material warranty or indemnity claims pending or threatened against the Company or any Subsidiary. Section 3.27 of the Disclosure Letter sets forth: (a) a list of all forms of written warranties, guarantees and written warranty policies of the Company and any Subsidiary in respect of any of the Company Products which are currently in effect (the "Warranty Obligations"), and the duration of each such Warranty Obligation; (b) each of the Warranty Obligations which is subject to any dispute or, to the knowledge of the Company, any threatened dispute; and (c) the experience of the Company and its Subsidiaries with respect to warranties, guarantees and warranty policies of or relating to the Company Products and services. True and correct copies of all forms of Warranty Obligations have been delivered to SUTIOC Parent prior to the execution of this Agreement. There have not been any material deviations from the Warranty Obligations, and salespersons, employees and agents of the Company and its Subsidiaries are not authorized to undertake obligations to any customer or other person in excess of or materially different from such Warranty Obligations. The Financial Statements reflect adequate and appropriate reserves for all Warranty Obligations. All products designed, licensed, or sold by the Company and its Subsidiaries are and were free from material defects in design and satisfy in all material respects the written requirements therefor set forth in any and all contracts, agreements, purchase orders, Warranty Obligations or other specifications or agreements related thereto.

Appears in 1 contract

Samples: Merger Agreement (Fastclick Inc)

Warranties; Indemnities. There are no material warranty or indemnity claims pending or threatened against the Company or any Subsidiarysubsidiary. Section 3.27 2.22 of the Disclosure Letter Company Schedule sets forth: (a) a list of all forms of written warranties, guarantees and written warranty policies of the Company and any Subsidiary subsidiary in respect of any of the Company Products which are currently in effect (the "Warranty Obligations"), and the duration of each such Warranty Obligation; (b) each of the Warranty Obligations which is subject to any dispute or, to the knowledge of the CompanyCompany and the Shareholders, any threatened dispute; and (c) the experience of the Company and its Subsidiaries subsidiaries with respect to warranties, guarantees and warranty policies of or relating to the Company Products and services. True and correct copies of all forms of Warranty Obligations have been delivered to SUTIOC Parent prior to the execution of this Agreement. There have not been any material deviations from the Warranty Obligations, and salespersons, employees and agents of the Company and its Subsidiaries subsidiaries are not authorized to undertake obligations to any customer or other person in excess of or materially different from such Warranty Obligations. The Financial Statements Company Financials reflect adequate and appropriate reserves for all Warranty Obligations. All products manufactured, designed, licensed, leased, rented or sold by the Company and its Subsidiaries subsidiaries are and were free from material defects in construction and design and satisfy in all material respects the written requirements therefor set forth in any and all contracts, agreements, purchase orders, Warranty Obligations or other specifications or agreements related thereto.

Appears in 1 contract

Samples: Merger Agreement (Valueclick Inc/Ca)

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Warranties; Indemnities. There are no material warranty or indemnity claims pending or or, to the Knowledge of the Company, threatened against the Company or any SubsidiaryCompany. Section 3.27 2.22 of the Disclosure Letter Company Schedule sets forth: (a) a list of all forms of written warranties, guarantees and written warranty policies of the Company and any Subsidiary in respect of any of the Company Products which are currently in effect (the "Warranty Obligations"), and the duration of each such Warranty Obligation; (b) each of the Warranty Obligations which is subject to any dispute or, to the knowledge Knowledge of the Company, any threatened dispute; and (c) the experience of the Company and its Subsidiaries with respect to warranties, guarantees and warranty policies of or relating to the Company Products and services. True and correct copies of all forms of Warranty Obligations have been delivered to SUTIOC Parent prior to the execution of this Agreement. There have not been any material deviations from the Warranty Obligations, and salespersons, employees and agents of the Company and its Subsidiaries are not authorized to undertake obligations to any customer or other person in excess of or materially different from such Warranty Obligations. The Financial Statements Company Financials reflect adequate and appropriate reserves for all Warranty Obligations. All products manufactured, designed, licensed, leased, rented or sold by the Company and its Subsidiaries are and were free from material defects in construction and design and satisfy in all material respects the written requirements therefor set forth in any and all contracts, agreements, purchase orders, Warranty Obligations or other specifications or agreements related thereto.

Appears in 1 contract

Samples: Merger Agreement (Valueclick Inc/Ca)

Warranties; Indemnities. There are no material warranty or indemnity claims pending or threatened against the Company or any Subsidiarysubsidiary. Section 3.27 2.22 of the Disclosure Letter Company Schedule sets forth: (a) a list of all forms of written warranties, guarantees and written warranty policies of the Company and any Subsidiary subsidiary in respect of any of the Company Products which are currently in effect (the "Warranty Obligations"), and the duration of each such Warranty Obligation; (b) each of the Warranty Obligations which is subject to any dispute or, to the knowledge of the CompanyCompany and the Stockholder, any threatened dispute; and (c) the experience of the Company and its Subsidiaries subsidiaries with respect to warranties, guarantees and warranty policies of or relating to the Company Products and services. True and correct copies of all forms of Warranty Obligations have been delivered to SUTIOC Parent prior to the execution of this Agreement. There have not been any material deviations from the Warranty Obligations, and salespersons, employees and agents of the Company and its Subsidiaries subsidiaries are not authorized to undertake obligations to any customer or other person in excess of or materially different from such Warranty Obligations. The Financial Statements Company Financials reflect adequate and appropriate reserves for all Warranty Obligations. All products manufactured, designed, licensed, leased, rented or sold by the Company and its Subsidiaries subsidiaries are and were free from material defects in construction and design and satisfy in all material respects the written requirements therefor set forth in any and all contracts, agreements, purchase orders, Warranty Obligations or other specifications or agreements related thereto.

Appears in 1 contract

Samples: Merger Agreement (Valueclick Inc/Ca)

Warranties; Indemnities. There are no material warranty or indemnity claims pending or or, to the best knowledge of the Company, threatened against the Company or any Subsidiary. Section 3.27 2.22 of the Disclosure Letter sets forth: (a) a list of all forms of written warranties, guarantees and written warranty policies of the Company and any each Subsidiary in respect of any of the Company Products which are currently in effect (the "Warranty Obligations"), and the duration of each such Warranty Obligation; (b) each of the Warranty Obligations which is currently subject to any dispute or, to the best knowledge of the Company, any threatened dispute; and (c) the experience of the Company and its Subsidiaries each Subsidiary with respect to warranties, returns, guarantees and warranty policies of or relating to the Company Products and servicessince June 30, 2002. True and correct copies of all forms of the Warranty Obligations have been delivered to SUTIOC Parent prior to the execution of this Agreement. There have not been any material deviations from the Warranty Obligations, and salespersons, employees and agents of the Company and its Subsidiaries are not authorized to undertake obligations to any customer or other person in excess of or materially different from such Warranty Obligations. The Financial Statements reflect adequate Since June 30, 2003, the Company has no reason to believe that there will be any material change to the experience of the Company with respect to warranties, returns, guarantees and appropriate reserves for warranty policies of or relating to the Company Products. Except as set forth in Section 2.22 of the Disclosure Letter, all Warranty Obligations. All products manufactured, designed, licensed, leased, rented or sold by the Company and its Subsidiaries are and were free from material defects in construction and design and satisfy in all material respects respects, when manufactured, leased, rented or sold by the Company, the written requirements therefor set forth in any and all contracts, agreements, purchase orders, Warranty Obligations orders or other specifications or agreements related thereto, including any standards or specifications promulgated by the ASA and any other Certifying Organizations; provided, however, that no representation or warranty is made with respect to changes to any product resulting from the handling, treatment or storage of such product after delivery by the Company.

Appears in 1 contract

Samples: Merger Agreement (K2 Inc)

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