Warranty Matters. Buyer is not assuming any liability to perform warranty work for equipment or services provided by Seller to customers prior to the Closing Date. Seller shall be responsible for the cost of supplying warranty service, if any, after the Closing Date related to revenue recognized by Seller prior to the Closing. Because (i) Seller will not have the necessary resources to perform such warranty service after the Closing, (ii) performing such warranty service in a satisfactory manner is necessary in order to maintain a satisfactory customer relationship between the customer and Buyer following the Closing, (iii) the cost of performing such warranty service cannot be determined until the warranty service period is completed, and (iv) if Seller was unable or unwilling to ensure that such warranty service was provided such could result in a material adverse effect on Buyer’s relationship with a customer following the Closing, Buyer and Seller agree as follows:
(a) After the Closing, Buyer will perform the above-referenced warranty service on behalf of Seller, using commercially reasonable efforts to perform such warranty services in a satisfactory and efficient manner.
(b) Buyer shall invoice Seller for all such warranty service, invoicing Seller for such services at a rate of seventy five percent (75%) of Buyer’s Service Billing Rates for service work and at a ten percent (10%) markup for parts, inventory, or subcontracted services used in the performance of such warranty service, and Seller shall pay such invoices within thirty (30) days of invoice date. Any amounts that remain unpaid by Seller to Buyer for the performance by Buyer of the above-mentioned warranty service shall be offset from the Additional Purchase Consideration or any other amount owed or payable by Buyer to Seller or Shareholders under this Agreement.
Warranty Matters. None of the Business Products manufactured, sold, leased, licensed or delivered by Seller is subject to any guaranty, warranty, right of return, right of credit or other indemnity other than (i) the applicable standard terms and conditions of sale or lease of the Business, which are set forth in Section 2.24 of the Disclosure Schedule, (ii) manufacturers’ warranties for which the Business has no liability or (iii) warranties imposed by applicable law. The reserves for Warranty Obligations reflected on the Most Recent Balance Sheet are reasonable in amount, are consistent with the past practice of Seller with respect to the Business. Section 2.24 of the Disclosure Schedule sets forth the aggregate expenses incurred by Seller in fulfilling its obligations under its guaranty, warranty, right of return and indemnity provisions with respect to the Business during each of the fiscal years and the interim period covered by the Financial Statements.
Warranty Matters. 1. Supply Agreement (Accessories) dated December 19, 2008 by and between Vizio,Inc and ASI Holdings Ltd.
Warranty Matters. There have not been any warranty claims made against Vendor in respect of its business or sales of miners or for which Vendor was responsible in the 24 months prior to the date hereof.
Warranty Matters. Party B warrants to assume full responsibility for the safety of study drugs and materials provided for the Trial. Party B shall bear full liability for the death, injury, or other harm of the Trial Subjects, Party A, or Party A’s personnel resulting from the application of the study drugs or materials of the Trial when Party A’s Investigator and the relevant personnel of the Trial have conducted the Trial in accordance with the prescribed Protocol procedures. However, if such harm is partially due to Party A’s or Party A’s personnel’s negligence or willful misconduct, the Parties shall bear respective responsibility proportionately. If such harm is solely due to Party A’s or Party A’s personnel’s negligence or willful misconduct, Party A or Party A’s personnel shall bear full responsibility. When either Party has disputes or litigation with Trial Subjects or related trial personnel and there is possibility of settlement, said Party shall notify the other Party and obtain the other Party’s written consent to the contents of settlement. 試驗主持人及甲方應依經乙方、人體試驗委員會及主管機關同意之試驗計畫書執行本試 驗。乙方應提供主持人手冊，其中必須包括研究用藥品的物理化學性質、藥劑學特性、動物及人體上的毒性及安全性、藥物動態學、藥效動力學資料，及既有之臨床試驗資料。甲 方檢討資料後，在尊重受試者之意願，並評估受試者之症狀兼顧健康管理原則下進行本試驗。 試驗中，甲方發現受試者有不良反應而無法繼續試驗或不良反應可能出現而認為有停止試驗之必要時，應立即中止試驗並通知乙方。 經人體試驗委員會依法令規定終止或暫停試驗者，甲方得以書面終止本協議。 乙方得不附理由於十日前以書面終止本協議。乙方得基於安全考量，或依相關法令規定，以書面通知甲方中止試驗。 本試驗如提前終止，乙方應就已執行之工作支付費用，任何已由乙方事先核准且正當產生無法取消之費用亦同。
Warranty Matters. Teclab’s standard published warranties in effect at the time of shipment applies to all goods manufactured by Teclab. Components purchased and resold without further processing by Teclab are not covered by Xxxxxx’s war- ranty, but Teclab will pass on to the customer whatever warranty Teclab receives from the manufacturer of such goods. THESE WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PAR- TICULAR PURPOSE. DAMAGE LIMITATION The liability of Teclab arising out of the sale or use of the goods, whether based on negligence, breach of con- tract, strict liability or otherwise, shall not in any event exceed the original purchase price of the goods. Under no circumstances shall Teclab be liable for any lost profits or any incidental or consequential damages of any kind with respect to its goods or the transactions by which its goods are sold.
Warranty Matters. Except as provided herein, all warranty matters are addressed in the Distribution Agreement. SSI and its Subsidiaries will have sole responsibility for determining eligibility of a Co-branded Product for warranty service by SSI or its Subsidiaries and SSI Level 3 Support on a Co-branded Product unit serial number basis.
Warranty Matters. Each product sold, leased, licensed or delivered by any ONI Group Member has been in material conformity with all applicable product specifications and contractual commitments and all express warranties and no ONI Group Member has any Liability, individually or in the aggregate (and to the Knowledge of ONI, there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand giving rise to any Liability) for replacement or repair thereof or other damages in connection therewith. Schedule 3.10 includes copies of the standard terms and conditions of sale of each ONI Group Member (containing applicable warranty and indemnity provisions). No product sold, leased, licensed or delivered by any ONI Group Member is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale and such other indemnities and warranties disclosed on Schedule 3.10. Except as set forth on Schedule 3.10, there are no existing or, to the Knowledge of ONI, threatened product liability, warranty, failure to adequately warn or other similar claims against any ONI Group Member relating to or involving the products sold, leased, licensed or delivered by any ONI Group Member. There are no statements, citations, correspondence or decisions by any Governmental Entity stating that any product sold, leased, licensed or delivered by any ONI Group Member is defective or unsafe or fails to meet any product warranty or any standards promulgated by any such Governmental Entity. There have been no notices of recall served on any ONI Group Member by any Governmental Entity with respect to any product sold, leased, licensed or delivered by any ONI Group Member. Except as set forth on Schedule 3.10, to the Knowledge of ONI, there is no (i) fact relating to any product sold, leased, licensed or delivered by any ONI Group Member that would impose upon any ONI Group Member a duty to recall any such product or a duty to warn customers of a defect in any such product or (ii) latent or overt design, manufacturing or other defect in any such product. No notice of claim has been served against any ONI Group Member for material renegotiation or price redetermination of any business transaction relating to the business of any ONI Group Member, and, to the Knowledge of ONI, there are no facts upon which any such claim could reasonably be based.
Warranty Matters. Except as disclosed on Schedule 5.15, there are no material existing or, to the Knowledge of Seller, threatened product liability, warranty, failure to adequately warn or any other similar claims against Seller primarily relating to the Products that are inconsistent with the amounts generally shown for warranty liability reserve in the Subject Commission Filings.
Warranty Matters. 25 (v) Customers, Distributors and Suppliers..........................................................25
