Warranty Insurance. (a) Seller warrants that Product sold hereunder (i) shall be in accordance with the production standards and practices provided for in Section 2 and (ii) is merchantable, free from defects in material and workmanship and fit for the purposes for which it is intended.
(b) Purchaser shall have the right to obtain from Seller, prior to delivery of Product, samples (in reasonable quantity) of such Product to be delivered hereunder. Purchaser shall inspect each shipment of Product to determine whether Product is as warranted herein. Purchaser shall send Seller a written notice of objections to any shipment ("Rejected Shipment") that fails to meet such warranties within fifteen (15) days of receipt of such shipment from the carrier. Such notice shall specify the particulars of Purchaser's finding. In the absence of any such notice within said time, the shipment shall be deemed to comply with such warranties. Purchaser shall follow Seller's instructions as to the return of the Rejected Shipment to Seller, return to be at Seller's expense if the Rejected Shipment is determined to have been validly rejected. Seller shall promptly provide Purchaser with replacement Product that conforms to such warranties, which replacement Product (and shipping expenses with respect thereto) shall be at Seller's expense if the Rejected Shipment is determined to have been validly rejected and shall be at Purchaser's expense if invalidly rejected. Seller shall assume all liability for all validly rejected Product and validly rejected Product shall be destroyed, reworked or salvaged (with Purchaser's written consent) by Seller at its sole cost and expense, and Seller shall furnish Purchaser with a certificate affirming that same has been done. Any such destruction shall conform to all applicable federal, state and local laws and rules and regulations thereunder. Purchaser's right to inspect and right to replacement of Product not conforming to such warranties shall not preclude Purchaser from exercising or enforcing any other rights or remedies it may have to redress any loss or damage resulting from Seller's failure to supply Product conforming to such warranties. If Seller shall disagree with the finding by Purchaser that such shipment fails to meet such warranties, such dispute shall be resolved by an independent laboratory selected jointly by the parties. All fees and disbursements incurred in connection with such determination shall be borne by the party ultimately determined to ...
Warranty Insurance. 爱斯克的陈述和保证。爱斯克特此向美敦力及北京图灵陈述并保证： Representations and Warranties of IceCure. IceCure hereby represents and warrants to MDT and Turing:
Warranty Insurance. The Company may use prior to the Closing its commercially reasonable efforts to obtain Warranty Insurance, and any such Warranty Insurance shall be on terms and conditions reasonably acceptable to Parent. The Company shall keep Parent reasonably informed as to the status of the Company’s efforts to obtain such Warranty Insurance, including providing the Parent with copies of any quotes and terms and conditions received by the Company related to any such Warranty Insurance. In the event the Company is so able to obtain such Warranty Insurance, the Company shall use its commercially reasonable efforts to bind the Warranty Insurance and pay the Warranty Insurance Premium and deliver to Parent evidence of such payment on or prior to the Closing. In the event that the Company shall be unable to obtain Warranty Insurance pursuant to this Section 7.8, including due to the failure of Parent to agree on the reasonableness of the terms and conditions for such policy, by the later of: (i) the date on which the last of the conditions set forth in Article VIII is satisfied or waived (other than conditions that by their nature cannot be satisfied until the Closing Date, and other than conditions that relate to the Warranty Insurance or the Escrow Fund); and (ii) March 31, 2016, then the Closing shall occur without the Warranty Insurance and with the Escrow Fund pursuant to Section 2.3(e). The payment by the Company of any Warranty Insurance Premium shall not relieve the Company of its obligation to deliver Net Working Capital in an amount of at least the Target Net Working Capital Amount as specified in Section 8.2(i), and to the extent that the Estimated Net Working Capital is less than the Target Net Working Capital Amount due to the obligation of the payment of the Warranty Insurance Premium, then the Initial Parent Closing Shares shall be reduced by such Warranty Insurance Premium on a dollar-for-dollar basis using the Parent Common Valuation.
Warranty Insurance. In the event that the Warranty Insurance is bound at the Closing, a bound copy of the Warranty Insurance and proof of payment by the Company of the Warranty Insurance Premium.
Warranty Insurance. In the event that the Warranty Insurance is bound at the Closing, if Parent pursues payment in respect of any claim for which the limitations set forth in Section 10.2(d) apply but coverage is denied under the Warranty Insurance or the retention under the Warranty Insurance is not eroded because the indemnifiable Losses under this Agreement do not constitute insurable losses under the Warranty Insurance (the “Uninsured Amount”), and not because Parent failed to properly pursue such payment under the terms and conditions of the Warranty Insurance, then notwithstanding the limitations set forth in Section 10.3(d), each Indemnifying Party shall pay to Parent, severally but not jointly, an amount equal to such Indemnifying Party’s Pro Rata Share of the Uninsured Amount.
Warranty Insurance. 11.1 The Buyer shall take out the Warranty Insurance on the basis set out in this clause 11.
11.2 The purpose of the Warranty Insurance is to replace the liability of any Seller under the Sellers’ Fundamental Warranties (and the Management Warranties).The Buyer shall make any claim for compensation resulting from a breach of the Sellers’ Fundamental Warranties solely against the insurance provider under the Warranty Insurance. The Buyer has no right to make any claim against a Seller in respect of the Sellers’ Fundamental Warranties except where the Buyer has a claim against a Seller due to a breach of the Sellers' Fundamental Warranties (if and to the extent such claim is not covered by the Warranty Insurance) or a claim resulting from fraud on the part of such Seller. Any and all claims towards the Sellers in respect of the Sellers’ Fundamental Warranties shall first be directed against the insurance provider under the Warranty Insurance.
11.3 The Sellers shall not be required to pay any retention amount under the W&I Insurance.
11.4 The insurance provider under the Warranty Insurance shall have no recourse claim against any Seller except in case of fraud on the part of such Seller.
11.5 The failure to satisfy or fulfil any condition of the Warranty Insurance or the termination, expiration or invalidity of the Warranty Insurance shall not provide the Buyer (or any Group Company) with recourse against any Seller, or give rise to any liability of any Seller to the Buyer (or any Group Company) for breaches of any of the Sellers’ Fundamental Warranties.
Warranty Insurance. 7.1 The Buyer shall take out the Warranty Insurance on the basis set out in this clause 7.
7.2 The purpose of the Warranty Insurance is to replace the liability of any Management Warrantor under the Management Warranties (and the Sellers’ Fundamental Warranties). The Buyer shall make any claim for compensation resulting from a breach of the Management Warranties solely against the insurance provider under the Warranty Insurance. The Buyer has no right to make a claim against a Management Warrantor in respect of the Management Warranties except where the Buyer has a claim resulting from fraud on the part of such Management Warrantor.
7.3 Any and all claims towards the Management Warrantors under the Management Warranties shall first be directed against the insurance provider under the Warranty Insurance.
7.4 The insurance provider under the Warranty Insurance shall have no recourse claim against any Management Warrantor except in case of fraud on the part of such Management Warrantor.
7.5 The failure to satisfy or fulfil any condition of the Warranty Insurance or the termination, expiration or invalidity of the Warranty Insurance shall not provide the Buyer (or any Group Company) with recourse against any Management Warrantor, or give rise to any liability of any Management Warrantor to the Buyer (or any Group Company) for breaches of any of the Management Warranties.
Warranty Insurance. 7.1. If SUPPLIER breaches any of its contractual obligations it shall compensate THGCA for the damage or loss incurred with additional charges, as THGCA may deem appropriate.
Warranty Insurance. 4.1. The one-year warranty through Dell that comes with the Chromebook covers manufacturing defects or parts that stopped working because they were faulty.
4.2. The following exclusions are not covered by the Dell warranty:
4.2.1. Chromebook power adapter/charger.
4.2.2. Deliberate damage, neglect or abuse caused by you or others you allow to use your Chromebook. This includes intentionally marking, defacing, and/or abusing the Chromebook (amusement, anger, frustration, etc.); and damage caused by tampering with hardware components (battery housing, RAM, keys, camera, etc.) to alter district configurations.
4.2.3. Leaving the Chromebook unattended or failing to secure it per school recommendations.
4.2.4. Leaving it unsecured in a car or leaving it on the bus.
4.2.5. Mysterious disappearance of the Chromebook meaning that the Chromebook user has no knowledge as to the place, time, or manner of the loss.
4.2.6. Liquid/beverage spills on the Chromebook, e.g. eating and/or drinking near a Chromebook is not accidental and will not be covered by warranty.
Warranty Insurance. 1. The Executor provides 12 months warrantee for the GOP and implementation work after signing the Final Acceptance Certificate
