Warranty and Other Claims. Except to the extent of claims in amounts up to the warranty reserve at September 28, 2002, reflected on the 2002 Financial Statements (as defined in Section 4.15 (a)) (the "Warranty Reserve"), to the Knowledge of Seller, all Products manufactured or sold by the Business have in all material respects been in conformity with all Applicable Laws, contractual commitments and all express and implied warranties. Except for warranty service provided in the ordinary course of business and claims in amounts up to the Warranty Reserve, there are no existing claims against Seller, or to Seller's Knowledge any threatened claims, for Products manufactured or sold by the Business which are defective or fail to meet any express product warranties, contract or industry standards, or standards set forth in Applicable Laws. Seller has provided the Buyer with copies of (i) all product labels, catalogs, brochures, instruction manuals or other promotional material describing the Seller's products, and (ii) the Seller's current standard terms and conditions of purchase and sale (including all product warranties). The Knowledge of Dana Badgerow and Jerry Derner applies to this section.
Warranty and Other Claims. 12.1 Unless otherwise agreed in writing, the Contractor warrants the proper execution of the agreed performance for a period of six months after delivery/completion. In the event that a different warranty period is agreed, the other paragraphs of this article are also applicable.
12.2 If the agreed performance was not properly executed, the Contractor will decide whether to properly execute it as yet or to credit the Client for a proportionate part of the invoice
12.3 Parts or materials that are repaired or replaced by the Contractor must be sent to the Contractor by the Client.
12.4 The Client bears the expense of:
a. all costs of transport or dispatch;
b. costs of disassembly and assembly;
c. travel and accommodation expenses.
12.5 The Client must in all cases offer the Contractor the opportunity to remedy any defect or to perform the processing again.
12.6 The Client may only invoke the warranty once it has satisfied all its obligations to the Contractor.
12.7 No warranty is given if the defects result from:
a. normal wear and tear;
b. improper use;
c. lack of maintenance or improper maintenance;
d. installation, fitting, modification or repair by the Client or third parties;
e. defects in or unsuitability of goods originating from, or prescribed by, the Client;
f. defects in or unsuitability of materials or auxiliary materials used by the Client.
12.8 No warranty is given in respect of:
a. goods supplied that were not new at the time of de- livery;
b. the inspection and repair of goods of the Client;
c. parts for which a manufacturer’s warranty has been provided.
12.9 The provisions of this article apply mutatis mutandis to any claims by the Client based on breach of contract, non-conformity or on any other basis whatsoever.
12.10 The Client cannot assign any rights under this article.
Warranty and Other Claims. 29 Section 3.26. Disclosure................................................. 29 Section 3.27. Investment Intent.......................................... 29 Section 3.28. Investigation.............................................. 29 Section 3.29. Employment Agreements...................................... 30
Warranty and Other Claims. To the actual knowledge of the Seller and WE JAC, all products sold and all services provided by Seller have in all material respects been in conformity with all applicable laws and contractual commitments. There are no existing claims against the Seller for goods or services which are defective or fail to meet any express or implied product warranties, contract or industry standards or applicable laws. To the actual knowledge of the Seller and WE JAC, there are no threatened claims or any facts upon which a claim could be based against Seller for goods or services which are defective or fail to meet any product warranties or contract or industry standards.
Warranty and Other Claims. Section 3.25 of the Companies Disclosure Schedule sets forth the types of products and services sold by the Companies or any of their Subsidiaries for which it provides warranties and describes the material terms of such warranties. There are no existing or, to the Knowledge of Seller, threatened, product liability, warranty, or similar claims, against any of the Companies or their Subsidiaries for products or services which are defective or fail to meet any product or service warranties except as set forth on Section 3.25 of the Companies Disclosure Schedule. Neither any of the Companies or any of their Subsidiaries has received any written, or, to the Knowledge of Seller, oral notice of any claim against it for any renegotiation or price redetermination of any Contract for products or services.
Warranty and Other Claims. All of the Products manufactured, sold and delivered by Sellers prior to the Closing have conformed in all material respects with all applicable contractual commitments and all express and implied warranties, and Sellers have no material liability (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, and whether due or to become due) for replacement or repair thereof or other damages in connection therewith. Sellers have no liability (and, to Sellers’ knowledge, there is no reasonably meritorious basis for, or threat of, any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against Sellers reasonably expected to give rise to any liability) arising out of any injury to individuals or property as a result of the ownership, possession or use of any Product manufactured, sold or delivered by Sellers or any subsidiary or other Affiliate of Sellers prior to the Closing Date.
Warranty and Other Claims. Each product manufactured, sold, leased, or -------------------------- delivered by the Seller has been in material conformity with all applicable contractual commitments and all express and implied warranties. To the best of the Knowledge of the Seller and the Stockholders, the Seller has no 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 material damages in connection therewith in an aggregate amount in excess of the reserve for warranty claims of $105,000 which will be included on the Closing Date Balance Sheet in accordance with (S) 2(f) hereof (which reserve includes $30,000 for completion of the Seller's contractual obligations in respect of the "KORDI contracts"). No product manufactured, sold, leased, or delivered by the Seller is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. (S)3(u) of the Disclosure Schedule includes copies of the standard terms and conditions of sale or lease for the Seller (containing applicable guaranty, warranty, and indemnity provisions). No claim has been asserted against the Seller for renegotiation or price redetermination of any business transaction, and there is no Basis upon which any such claim could be based.
Warranty and Other Claims. The Company’s FDA complaint handling and adverse event reporting systems relating to all FDA Regulated Products have been made available for review by Purchaser and the Company has made available to Purchaser complete and correct information about all FDA Regulated Product returns because of warranty or other problems and about all mandatory and voluntary adverse event reports. The Company’s records relating to credits and allowances made with respect to its products and services have been made available for review by Purchaser and are true and correct in all material respects. Except as set forth on Section 4.22 of the Company Disclosure Schedule, the Company has made no modifications to its products and services because of warranty or other claims concerning defects in such products or with such services. The Company maintains no other records of warranty, product defect claims or adverse event reports other than its FDA complaint handling and adverse event reporting system. Since December 31, 2003 the Company has not been a defendant in any Proceeding involving product liability or warranty claims and since such date, to the Knowledge of Seller, no such Proceeding has been threatened in writing.
