Common use of Warranty Matters Clause in Contracts

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. 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 an 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 perform, at Buyer’s sole discretion, the above-referenced warranty service on behalf of Seller, using commercially reasonable best 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. 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 perform, at Seller’s reasonable request, the above-referenced warranty service on behalf of Seller, using commercially reasonable best efforts to perform such warranty services in a satisfactory and efficient manner. Buyer may perform, at Buyer’s sole discretion, any warranty service requested by any customer of Seller. (b) Buyer shall invoice Seller for all such warranty service, invoicing Seller for such services service at a rate of seventy five percent (75%) of Buyer’s Service Billing Rates for service work and at a ten fifteen percent (1015%) 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. . (c) 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 AgreementConsideration.

Warranty Matters. Buyer is not assuming any liability (a) Sellers shall be responsible for all customer warranty obligations with respect to perform warranty construction work for equipment or services provided by Seller to customers performed on homes closed prior to or as of the Closing Date and product liabilities and other similar claims arising out of events occurring prior to or as of the Closing Date. Seller Purchaser shall be responsible for the cost of supplying all such warranty service, if any, obligations with respect to construction work performed on homes closed 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 and product liabilities and other similar claims arising out of events occurring 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 mannerClosing Date. (b) Buyer Purchaser shall invoice Seller be responsible for administering all such warranty serviceclaims and performing all warranty work in respect of the customer and site development warranty obligations of the Business with respect to homes closed prior to and after Closing, invoicing Seller for such services at a rate and shall keep Sellers reasonably informed as to claims made and work performed with respect thereto. (c) Sellers obligation under paragraph (a) above with respect to the first $200,000 of seventy five percent (75%) warranty claims shall be satisfied through Purchaser's usage of Buyer’s Service Billing Rates for service work and at a ten percent (10%) markup for parts, inventory, or subcontracted services used the customer warranty reserve as reflected in the performance calculation of Final Tangible Net Worth. With respect to any warranty work in excess of $1,000 per warranty claim to be undertaken after the amount of such customer warranty servicereserve has been exceeded or with respect to any warranty work (irrespective of the amount thereof) to be undertaken after such reserve has been exceeded by $200,000, and Seller Purchaser shall pay provide Sellers with prior notice that it has identified required work so that the parties may discuss in advance any disagreement as to whether the work is required. At such invoices within thirty (30) days time as the customer warranty reserve has been exceeded, Purchaser shall deliver to Sellers a notice to that effect accompanied by reasonable documentation of invoice datethe payments made by Purchaser for customer warranty claims. Any amounts that remain unpaid by Seller Notwithstanding anything to Buyer the contrary set forth above, Purchaser shall be solely responsible for the performance by Buyer payment of the abovesalary and benefits to in-mentioned house 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 Agreementmanagers.

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 Shareholder under this Agreement.

Warranty Matters. Buyer is not assuming (a) Seller agrees to indemnify Purchaser and all Purchaser Indemnified Parties for each customer home warranty Claim, or aggregate customer home warranty Claims with respect to (i) the same home or (ii) a group of homes in which each has a Claim established on the same set of facts, including an "eifs" or "synthetic stucco" Claim, in excess of $25,000 asserted by any liability customer or group of customers (as the case may be), until eighteen months from the anniversary of the Closing Date (regardless of when paid) with respect to perform warranty work for equipment any homes closed with customers on or services provided by Seller to customers prior to before the Closing Date. ; provided, however, that (v) acts constituting fraud or willful or intentional misrepresentation shall not be applied to the $25,000 threshold, (x) Seller shall only be responsible for the cost of supplying warranty service, if any, after the Closing Date related obligated to revenue recognized by Seller prior make indemnity payments hereunder to the Closing. Because (i) Seller will not have extent that Purchaser has made warranty payments with respect to such Claims in excess of the necessary resources to perform such reserve for warranty service after Claims set forth on the ClosingFinancial Statements, (iiy) performing such warranty service except for acts constituting fraud or willful or intentional misrepresentation, in a satisfactory manner is necessary no event shall Seller be obligated to make payments to Purchaser hereunder in order to maintain a satisfactory customer relationship between the customer and Buyer following the Closing, (iii) the cost an aggregate amount in excess of performing such warranty service cannot be determined until the warranty service period is completed$500,000, and (ivz) if Seller was unable all Liability relating to or unwilling arising out of the Lakeridge Litigation shall be indemnified pursuant 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 Article VIII. Purchaser and Seller agree that, except in the case of fraud or willful or intentional misrepresentation and notwithstanding anything to the contrary in this Agreement, indemnification pursuant to this Section shall be the sole remedy of Purchaser for a breach of the first sentence of the representation and warranty set forth in Section 2.27. The Parties agree that for purposes of this Section any like kind repairs or similar credits issued by Purchaser in satisfaction of any warranty Claims shall be treated as follows: (a) After cash payments by Purchaser based on the Closing, Buyer will perform the above-referenced warranty service on behalf fair value of Seller, using commercially reasonable efforts to perform each such warranty services in a satisfactory and efficient mannerrepair or credit. (b) Buyer At such time as the reserve for warranty Claims has been exceeded, Purchaser shall invoice deliver to Seller for all such warranty servicea notice to that effect, invoicing Seller for such services at a rate of seventy five percent accompanied by reasonable documentation (75%prepared by Purchaser in good faith) of Buyer’s Service Billing Rates the payments made by Purchaser for service work and at a ten percent (10%) markup customer warranty Claims. After such time, for partseach customer warranty Claim submitted to Seller pursuant to the notice provisions in Section 11.01, inventory, or subcontracted services used in the performance of Purchaser shall provide reasonable documentation to Seller supporting such warranty service, and Seller shall pay Claim. All 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 documented Claims shall be offset from the Additional Purchase Consideration or any other amount owed or payable by Buyer to Seller or Shareholders under this Agreementpaid within five Business Days after such notice.