Warranty Limitation We do not warrant that the operation of Software will be uninterrupted or error free, or that Software will operate in hardware and Software combinations other than as expressly required by us in the Product specifications or that Software will meet your requirements.
Warranty Limitations This Contractual Warranty does not warrant uninterrupted or error-free operation of the Product or cover normal wear and tear of the Product or costs related to the removal, installation, or troubleshooting of the customer's electrical systems. The warranty claims that relate to defects caused by any of the following factors are not covered by the Contractual Warranty: • Improper Use or Non-compliance with installation, commissioning, operation or maintenance instructions (i.e. not according to the operation & installation manual) • Unauthorized modifications, changes or attempted repairs, • Vandalism, destruction through external influence and/or persons/animals • Use in an unsuitable environment, including any environment or location that causes excessive wear and tear or dirt or dust or debris buildup within the system or that is difficult or unsafe for Xantrex LLC representatives to access • Insufficient ventilation • Installation in a corrosive environment • Failure to observe applicable safety standards & regulations • Damages during transportation or storage • Force majeure, examples include, but not limited to: fire, flood, earthquakes, storm damage, overvoltage & lightning strikes • Exposure to fire, water, snow, moisture, or liquid ingress (except for any such exposure to environmental conditions that your Product was specifically designed to withstand as indicated in the applicable specifications for your Product) • Used as a component part of a product expressly warranted by another manufacturer • If the original identification (trade-mark, serial number) markings have been defaced, altered, or removed • Consumable components of any type are not covered, including but not limited to fans, fuses and filters etc. • Cosmetic shortcoming which do not impair the use of the product for the intended purpose i.e. supply of energy Warranty claims also exclude: • Damages arising due to the fact that the use of the product for the intended purpose is no longer possible or only possible with restrictions as a result of amendments to the statutory provisions applicable to the operation of the product made after the delivery of the product • Compensation for damages related to loss of power production or business operation or any expenses incurred by customer towards repair & replacement of the product (including but not limited to labor, transportation, temporary power) • Cost arising from changes to existing PV systems or building installations or vehicle or marine vessel installation and like • Additional costs and expenses (i.e. shipping costs, travel, accommodation, meals, etc.) arising due to remote locations of the indicated geographies, including but not limited to islands and overseas territories
Adjustments to Required Subordinated Percentages and Amount (a) On any date, the Issuer may, at the direction of the Beneficiary, change the Required Subordinated Percentage of Class B Notes, the Required Subordinated Percentage of Class C Notes or the Required Subordinated Percentage of Class D Notes, in each case for the Class A(2016-4) Notes, without the consent of any Noteholders; provided that the Issuer has received written confirmation from each applicable Note Rating Agency that the change in such percentage will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes.
(b) On any date, the Issuer may, at the direction of the Beneficiary, replace all or a portion of the Required Subordinated Amount of Class B Notes, the Required Subordinated Amount of Class C Notes or the Required Subordinated Amount of Class D Notes, in each case for the Class A(2016-4) Notes with a different form of credit enhancement (including, without limitation, a cash collateral account, a letter of credit, a reserve account, a surety bond, an insurance policy or a collateral interest, or any combination thereof) and may add such definitions and other terms and make such additional amendments to this Terms Document as shall be necessary for such replacement without the consent of any Noteholders, provided that the Issuer has received written confirmation from each applicable Note Rating Agency that such replacement and such other amendments will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes.
Warranty Obligations
(a) Project Co represents, warrants and covenants that:
(i) the Works shall conform to the requirements of this Project Agreement, Good Industry Practice, Applicable Law and all professional engineering principles generally accepted as standards of the industry in the Province of Ontario;
(ii) the Works shall be free of defects, including design defects, errors and omissions; and
(iii) materials and equipment shall be of good quality and in compliance with this Project Agreement.
(b) During the Warranty Period and subject to Section 11.15(c), Project Co shall promptly, at its sole cost and expense, correct and Make Good all Construction Defects arising in respect of the Works. For greater certainty, Project Co is required to correct and Make Good Construction Defects related to any Product during the applicable Warranty Period despite Project Co having obtained on Contracting Authority’s behalf industry- standard or other equipment warranties in accordance with Section 11.15(f). For all work to correct Construction Defects, the applicable Warranty Period shall be extended for a further two years from the date of the last work completed in respect of such corrective Works. For clarity, any extension of a Warranty Period for the purposes of a correction shall only apply to the relevant Construction Defect and not the Works as a whole.
(c) In addition to the obligation to correct and Make Good Construction Defects during the Warranty Period, Project Co shall at its expense correct and Make Good any Construction Defects that could not reasonably have been ascertained by a competent person in accordance with Good Industry Practice during a visual inspection of the Works (“Construction Latent Defect”), provided Contracting Authority gives Project Co written Notice of the Construction Latent Defect within the time frame applicable to such Construction Latent Defect pursuant to the Limitations Act, 2002 (Ontario).
(d) The warranties described in this Section 11.15 shall cover labour and material, including, the costs of removal and replacement of covering materials. The warranties shall not limit extended warranties on any Product or item of equipment called for elsewhere in the Output Specifications or otherwise provided by any manufacturer of such Product or equipment.
(e) If Project Co fails to correct and Make Good any Construction Defects or Construction Latent Defects in accordance with Sections 11.15(b) and 11.15(c) and in the time period specified in Section 11.16(a) or Section 11.16(b), as applicable, without prejudice to any other right or remedy Contracting Authority may have, Contracting Authority may correct such Construction Defects or Construction Latent Defects at Project Co’s sole cost and expense.
(f) Project Co shall obtain warranties from the manufacturers of each of the Products for the duration(s) and in accordance with the applicable requirements specified in the Output Specifications in the name of and to the benefit of both Project Co and Contracting Authority. Where, in respect of a Product warranty, the Output Specifications do not specify a specific duration and/or other requirements, Project Co shall obtain industry-standard warranties from the applicable manufacturers in the name of and to the benefit of Project Co and Contracting Authority which shall extend no less than two years from the Substantial Completion Date. Each Product warranty shall be issued by the applicable manufacturer and delivered to Project Co no later than 30 days prior to the Substantial Completion Date. Project Co shall ensure that each Product warranty, including any Product warranty extended under this Section 11.15(f), is fully assigned to Contracting Authority, at no cost or expense to Contracting Authority, at the end of the Warranty Period, as such Warranty Period may be extended in accordance with Section 11.15(b).
Return Amount Subject to Paragraph 3 and Paragraph 4, upon a demand made by the Transferor on or promptly following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds the Transferee’s Minimum Transfer Amount, then the Transferee will transfer to the Transferor Equivalent Credit Support specified by the Transferor in that demand having a Value as of the date of transfer as close as practicable to the applicable Return Amount (rounded pursuant to Paragraph 11(b)(iii)(D)) and the Credit Support Balance will, upon such transfer, be reduced accordingly. Unless otherwise specified in Paragraph 11(b), the “Return Amount” applicable to the Transferee for any Valuation Date will equal the amount by which:
(i) the Value as of that Valuation Date of the Transferor’s Credit Support Balance (adjusted to include any prior Delivery Amount and to exclude any prior Return Amount, the transfer of which, in each case, has not yet been completed and for which the relevant Settlement Day falls on or after such Valuation Date). exceeds
(ii) the Credit Support Amount.
Warranty Liability 6.1 The Seller represents and warrants that: (i) the Goods shall comply with all specifications and requirements contained in the Order or agreed in writing between the Buyer and Seller; (ii) the Goods shall be state of the art and new; (iii) the Goods shall be fit for the particular purposes that such specific Goods will usually be expected to be used for; (iv) the Goods shall be free from defects in design, materials and workmanship; (v) the Goods shall satisfactorily comply with the performance requirements expected by the Buyer; and (vi) the Goods shall meet all applicable statutory requirements and standards, especially those relating to the environment, safety and health (individually “Warranty” and collectively the “Warranties”). Any representations or warranties relating to the Goods and included in the Seller's catalogues, brochures, proposals, sales literature and quality systems or otherwise made by the Seller to the Buyer (whether verbally or in writing) shall be binding on Seller. The Seller warrants the adequacy of the technical specifications of the Order to meet the specific needs of the Buyer, and the Seller acknowledges having examined those specifications thoroughly.
6.2 The Seller warrants that all Goods sold and delivered to the Buyer (whether in terms of clause 4.1 or otherwise) are free from any lien or encumbrance of any nature whatsoever and upon delivery (whether in terms of clause 4.1 or otherwise), of the Goods to the Buyer, free and unencumbered ownership of the Goods shall pass to the Buyer upon receipt of payment for the Goods and thereafter the Buyer will be the sole owner of, and have valid and exclusive title to, the Goods. The Seller warrants further that no third party shall have any right to acquire the Goods.
6.3 The Seller warrants that the Goods will comply with the Manufacturers’ Warranty from date of delivery thereof.
6.4 If any Goods at any time are found not to comply with the Manufacturers’ Warranty, the Buyer shall be entitled, at its sole discretion, by written notice to the Seller to:
(a) rescind the Order according to the provisions of clause 10 (Termination); (b) accept such Goods with a reduction in price equal to a reasonable estimate of the reduced utility of the Goods to the Buyer; or
Minimum Interest Coverage Ratio The Borrowers shall not permit the Interest Coverage Ratio, calculated as of the end of each fiscal quarter for the four fiscal quarters then ended, to be less than 3.50 to 1.00.
Warranty Exclusions The Limited Warranty in clauses 1.2 and 1.3 does not apply:
a) if the Product was not purchased and installed in Australia;
b) if You do not grant BYD or BYD Partner access to the performance data of the Product over the Internet upon request after reporting the warranty claim and/or manipulate such data;
c) to wear and tear in the appearance of the Product (including but not limited to any scratches, stains, mechanical wear, rust or mould) which does not impair its function;
d) to any damage to property or personal injury arising from any defect if the state of scientific and technical knowledge at the time when the Product is sold to Original Buyer was not such as to enable the defect to be discovered;
e) if the invoice for the Product and the information listed in clause 4 below is not provided with the warranty claim; or
f) if the serial number on the Product can no longer be identified or has been modified.
Net Deposits As an administrative convenience, unless the Servicer is required to remit collections within two Business Days of the Posted Date, the Servicer will be permitted to make the deposit of collections net of distributions, if any, to be made to the Servicer with respect to the Collection Period. The Servicer, however, will account to the Trustee, the Indenture Trustee, the Noteholders and the Certificateholders as if all deposits, distributions and transfers were made individually.
Interest Bearing Call or Time Deposits The Bank shall, upon receipt of Proper Instructions relating to the purchase by the Fund of interest-bearing fixed-term and call deposits, transfer cash, by wire or otherwise, in such amounts and to such bank or banks as shall be indicated in such Proper Instructions. The Bank shall include in its records with respect to the assets of the Fund appropriate notation as to the amount of each such deposit, the banking institution with which such deposit is made (the "Deposit Bank"), and shall retain such forms of advice or receipt evidencing the deposit, if any, as may be forwarded to the Bank by the Deposit Bank. Such deposits shall be deemed Portfolio Securities of the Fund and the responsibility of the Bank therefore shall be the same as and no greater than the Bank's responsibility in respect of other Portfolio Securities of the Fund.
