Common use of Warranty Obligations Clause in Contracts

Warranty Obligations. (a) Section 3.34(a) of the Company Disclosure Schedule sets forth (i) a list of all forms of written warranties, guarantees and written warranty policies of the Company in respect of any of the Company's products and services, which are currently in effect (the "Warranty Obligations"), and the duration of each such Warranty Obligation, (ii) each of the Warranty Obligations which is subject to any dispute or, to the knowledge of the Company, threatened dispute and (iii) the experience of the Company with respect to warranties, guarantees and warranty policies of or relating to the Company's products and services. True and correct copies of the Warranty Obligations have been delivered to Acquiror prior to the execution of this Agreement. (b) Except as disclosed in Section 3.34(b) of the Company Disclosure Schedule, (i) there have not been any material deviations from the Warranty Obligations, and salespersons, employees and agents of the Company are not authorized to undertake obligations to any customer or other Person in excess of such Warranty Obligations and (ii) the balance sheet included in the Interim Financial Statements reflects adequate reserves for Warranty Obligations. All products manufactured, designed, licensed, leased, rented or sold by the Company (A) are and were free from material defects in construction and design and (B) satisfy any and all Contract or other specifications related thereto to the extent stated in writing in such Contracts or specifications, in each case, in all material respects.

Warranty Obligations. (a) Section 3.34(a2.28(a) of the Company Disclosure Schedule sets forth (i) a list of all forms of written warranties, guarantees and written warranty policies of the Company in respect of any of the Company's products and services, which are currently in effect (the "Warranty Obligations"), and the duration of each such Warranty Obligation, (ii) each of the Warranty Obligations which is subject to any dispute or, to the knowledge of the Company, threatened dispute and (iii) the experience of the Company with respect to warranties, guarantees and warranty policies of or relating to the Company's products and services. True and correct copies of the Warranty Obligations have been delivered to Acquiror Broadcom prior to the execution of this Agreement. (b) Except as disclosed in Section 3.34(b2.28(b) of the Company Disclosure Schedule, (i) there have not been any material deviations from the Warranty Obligations, and salespersonsno salesperson, employees and agents employee or agent of the Company are not is authorized to undertake obligations to any customer or other Person in excess of such Warranty Obligations and (ii) the balance sheet included in the Interim Financial Statements reflects adequate reserves for Warranty Obligations. All products manufactured, designed, licensed, leased, rented or sold by the Company (A) are and were were, to the knowledge of the Company, free from material defects in construction and design and (B) satisfy any and all Contract or other specifications related thereto to the extent stated in writing in such Contracts or specifications, in each case, in all material respects.

Warranty Obligations. (a) Section 3.34(a2.28(a) of the Company Disclosure Schedule sets forth (i) a list of all forms of written warranties, guarantees and written warranty policies of the Company in respect of any of the Company's products and services, which are currently in effect (the "Warranty Obligations"), and the duration of each such Warranty Obligation, (ii) each of the Warranty Obligations which is subject to any dispute or, to the knowledge of the Company, threatened dispute and (iii) the experience of the Company with respect to warranties, guarantees and warranty policies of or relating to the Company's products and services. True and correct copies of the Warranty Obligations have been delivered to Acquiror Broadcom prior to the execution of this Agreement. (b) Except as disclosed in Section 3.34(b2.28(b) of the Company Disclosure Schedule, (i) there have not been any material deviations from the Warranty Obligations, and salespersonsno salesperson, employees and agents employee or agent of the Company are not is authorized to undertake obligations to any customer or other Person in excess of such Warranty Obligations and (ii) the balance sheet included in the Interim Financial Statements reflects adequate reserves for Warranty Obligations. All products manufactured, designed, licensed, leased, rented or sold by the Company (A) are and were free from material defects in construction and design and (B) satisfy any and all Contract or other specifications related thereto to the extent stated in writing in such Contracts or specifications, in each case, in all material respects.

Warranty Obligations. (a) Section 3.34(a) 2.28 of the Company Disclosure Schedule sets forth (ia) a list of all forms of written warranties, guarantees and written warranty policies of the Company in respect of any of the Company's products and services, which are currently in effect (the "Warranty Obligations"), and the duration of each such Warranty Obligation, (iib) each of the Warranty Obligations which is subject to any dispute or, to the knowledge of the Company, threatened dispute and (iiic) the experience of the Company with respect to warranties, guarantees and warranty policies of or relating to the Company's products and services. True and correct copies of the Warranty Obligations have been delivered to Acquiror Parent prior to the execution of this Agreement. (b) . Except as disclosed in Section 3.34(b) 2.28 of the Company Disclosure Schedule, (i) there have not been any material deviations from the Warranty Obligations, and salespersons, employees and agents of the Company are not authorized to undertake obligations to any customer or other Person in excess of such Warranty Obligations and (ii) the balance sheet included in the Interim Financial Statements reflects adequate reserves for Warranty Obligations. All products manufactured, designed, licensed, leased, rented or sold by the Company (AI) are and were free from material defects in construction and design and (BII) satisfy any and all Contract or other specifications related thereto to the extent stated in writing in such Contracts or specifications, in each case, in all material respects.

Warranty Obligations. (a) Section 3.34(a2.28(a) of the Company Disclosure Schedule sets forth (i) a list of all forms of written warranties, guarantees and written warranty policies of the Company and its Subsidiaries in respect of any of the Company's ’s and, as applicable, its Subsidiaries’ products and services, which are currently in effect (the "“Warranty Obligations"”), and the duration of each such Warranty Obligation, and (ii) each of the Warranty Obligations which is subject to any dispute or, to the knowledge of the Company, threatened dispute and (iii) the experience of the Company with respect to warrantiesdispute, guarantees and warranty policies of or relating to the Company's products and services. True and correct copies of the Warranty Obligations have been delivered to Acquiror Parent prior to the execution of this Agreement. (b) Except as disclosed in Section 3.34(b2.28(b) of the Company Disclosure Schedule, (i) there have not been any material deviations from the Warranty Obligations, and salespersonsno salesperson, employees and agents employee or agent of the Company are not or any of its Subsidiaries other than corporate officers is authorized to undertake warranty obligations to any customer or other Person in excess of such Warranty Obligations and (ii) the balance sheet included in the Interim Financial Statements reflects adequate reasonable reserves for Warranty Obligations. All products manufactured, designed, manufactured or designed by the Company or any of its Subsidiaries and all products licensed, leased, rented or sold by the Company or any of its Subsidiaries to other Persons (A) are and were free from material defects in construction and design and (B) satisfy any and all Contract or other specifications related thereto to the extent stated in writing in such Contracts or specifications, in each case, in all material respects.

Warranty Obligations. (a) Section 3.34(a) 2.38 of the Company Disclosure Schedule sets forth (i) a list of all forms of written warranties, guarantees and written warranty policies of the Company and its subsidiaries in respect of any of the Company's Company or its subsidiaries' products and services, which are currently in effect (the "Warranty Obligations"), and the duration of each such Warranty Obligation, (ii) each of the Warranty Obligations which is subject to any dispute or, to the knowledge of the Company, threatened dispute dispute, and (iii) the experience of the Company and its subsidiaries with respect to warranties, guarantees and warranty policies of or relating to the Company's Company and its subsidiaries' products and services. True and correct copies of the Warranty Obligations have been delivered to Acquiror Parent prior to the execution of this Agreement. (b) Except as disclosed in Section 3.34(b) of the Company Disclosure Schedule, (i) there There have not been any material deviations from the Warranty Obligations, and salespersonsno salesperson, employees and agents employee or agent of the Company are not or its subsidiaries is authorized to undertake obligations any obligation to any customer or other Person person in excess of such Warranty Obligations and (ii) the balance sheet included in the Interim Financial Statements reflects reflect adequate reserves for Warranty ObligationsObligations (provided that any failure to satisfy the terms of this representation which is fully compensated pursuant to the terms of the Earnout as provided in Exhibit E shall not constitute a violation of this Section 2.38(b)). All products manufactured, designed, licensed, leased, rented or sold by the Company or its subsidiaries (A) are and were free from of material defects in construction and design and (B) satisfy any and all Contract contract or other specifications related thereto to the extent stated in writing in such Contracts contracts or specifications, in each case, in all material respects.

Warranty Obligations. (a) Section 3.34(a2.17(a) of the Company Disclosure Schedule sets forth (i) a list of all forms of written warranties, guarantees and written warranty policies of the Company in respect of any of the Company's ’s products and services, which are currently in effect (the "“Warranty Obligations"”), and the duration of each such Warranty Obligation, (ii) each of the Warranty Obligations which is subject to any dispute or, to the knowledge Knowledge of the Company, threatened dispute and (iii) the experience of the Company with respect to warranties, guarantees and warranty policies of or relating to the Company's ’s products and services. True and correct copies of the Warranty Obligations have been delivered or made available to Acquiror Acquirer prior to the execution of this Agreement. (b) Except as disclosed in Section 3.34(b2.17(b) of the Company Disclosure Schedule, (i) there have not been any material deviations from the Warranty Obligations, and salespersonsno salesperson, employees and agents employee or agent of the Company are not is authorized to undertake obligations to any customer or other Person in excess of such Warranty Obligations and (ii) the balance sheet included in the Interim Financial Statements Current Balance Sheet reflects adequate reserves for Warranty Obligations. All products manufactured, designed, licensed, leased, rented or sold by the Company (A) are and were free from material defects in construction and design and (B) satisfy any and all Contract or other specifications related thereto to the extent stated in writing in such Contracts or specifications, in each case, in all material respects.

Warranty Obligations. (a) Section 3.34(a2.29(a) of the Company Disclosure Schedule sets forth (i) a list of all forms of written warranties, guarantees and written warranty policies of the Company and its Subsidiaries in respect of any of the Company's ’s and, as applicable, its Subsidiaries’ products and services, which are currently in effect (the "“Warranty Obligations"”), and the duration of each such Warranty Obligation, and (ii) each of the Warranty Obligations which is subject to any dispute or, to the knowledge of the Company, threatened dispute and (iii) the experience of the Company with respect to warrantiesdispute, guarantees and warranty policies of or relating to the Company's products and services. True and correct copies of the Warranty Obligations have been delivered made available to Acquiror Parent prior to the execution of this Agreement. (b) Except as disclosed in Section 3.34(b2.29(b) of the Company Disclosure Schedule, (i) there have not been any material deviations from the Warranty Obligations, and salespersonsno salesperson, employees and agents employee or agent of the Company are not or any of its Subsidiaries other than corporate officers is authorized to undertake warranty obligations to any customer or other Person in excess of such Warranty Obligations and (ii) the balance sheet included in the Interim Financial Statements Company Financials reflects adequate reasonable reserves for Warranty Obligations. All products manufactured, designed, manufactured or designed by the Company or any of its Subsidiaries and all products licensed, leased, rented or sold by the Company or any of its Subsidiaries to other Persons (A) are and were free from material defects in construction and design and (B) satisfy any and all Contract or other specifications related thereto to the extent stated in writing in such Contracts or specifications, in each case, in all material respects.

Warranty Obligations. (a) Section 3.34(a) 2.28 of the Company Disclosure Schedule sets -------------------- --------------------------------------- forth (ia) a list of all forms of written warranties, guarantees and written warranty policies of the Company in respect of any of the Company's products and services, which are currently in effect (the "Warranty Obligations"), and the -------------------- duration of each such Warranty Obligation, (iib) a list of each of the Warranty Obligations which is subject to any dispute or, to the knowledge of the Company, threatened dispute and (iiic) the experience of the Company during the past two (2) years with respect to warranties, guarantees and warranty policies of or relating to the Company's products and services. True and correct copies of the Warranty Obligations have been delivered to Acquiror Parent prior to the execution of this Agreement. (b) . Except as disclosed in Section 3.34(b) 2.28 of the Company Disclosure Schedule, --------------------------------------- (i) there have not been any material deviations from the Warranty Obligations, and salespersons, employees and agents of the Company are not authorized to undertake obligations to any customer or other Person in excess of such Warranty Obligations and (ii) the each balance sheet included in the Interim Financial Statements Company Financials reflects adequate reserves for Warranty Obligations. All products manufactured, designed, licensed, leased, rented or sold by the Company (Ax) are and were free from material defects in construction and design and (By) satisfy any and all Contract or other specifications related thereto to the extent stated in writing in such Contracts or specifications, in each case, in all material respects.. EXECUTION VERSION

Warranty Obligations. (a) Section 3.34(a3.29(a) of the Company Disclosure Schedule sets forth (i) a list of all forms of written warranties, guarantees and written warranty policies of the Company and its Subsidiaries in respect of any of the Company's ’s and, as applicable, its Subsidiaries’ products and services, which are currently in effect (the "“Warranty Obligations"”), and the duration of each such Warranty Obligation, (ii) each of the Warranty Obligations which is subject to any dispute or, to the knowledge of the Company, threatened dispute and (iii) the experience of the Company with respect to warrantieseach claim exceeding $10,000 made or, guarantees and warranty policies of or relating to the Company's ’s knowledge, threatened against Company during the two years immediately preceding the date of this Agreement by a customer or other user of products and servicesof the Business manufactured by Company alleging that such product did not comply with any express or implied warranty regarding such product or was otherwise defective or off-specification. True and correct copies of the Warranty Obligations have been delivered to Acquiror Parent prior to the execution of this Agreement. (b) Except as disclosed in Section 3.34(b3.29(b) of the Company Disclosure Schedule, (i) there have not been any material deviations from the Warranty Obligations, and salespersonsno salesperson, employees and agents employee or agent of the Company or any of its Subsidiaries are not authorized to undertake obligations to any customer or other Person in excess of such Warranty Obligations and (ii) the balance sheet included in the Interim Financial Statements reflects adequate reserves for Warranty Obligations. All products manufactured, designed, licensed, leased, rented or sold by the Company or any of its Subsidiaries (A) are and were free from material defects in construction and design and (B) satisfy any and all Contract or other specifications related thereto to the extent stated in writing in such Contracts or specifications, in each case, in all material respects.

Warranty Obligations. (a) Section 3.34(a) 2.26 of the Company Disclosure Schedule sets -------------------- forth (ia) a list of all forms of written warranties, guarantees and written warranty policies of the Company in respect of any of the Company's products and services, which are currently in effect (the "Warranty Obligations"), and the -------------------- duration of each such Warranty Obligation, (iib) each of the Warranty Obligations which is subject to any dispute or, to the knowledge of the Company, threatened dispute and (iiic) the experience of the Company since its incorporation with respect to warranties, guarantees and warranty policies of or relating to the Company's products and services. True and correct copies of the Warranty Obligations have been delivered to Acquiror Parent prior to the execution of this Agreement. (b) Except as disclosed in Section 3.34(b) of the Company Disclosure Schedule, (i) there . There have not been any material deviations from the Warranty Obligations, and salespersons, employees and agents of the Company are not authorized to undertake obligations to any customer or other Person in excess of such Warranty Obligations and (ii) the Obligations. The balance sheet included in the Interim Financial Statements reflects adequate reserves for Warranty Obligations. All products manufactured, designed, licensed, leased, rented or sold by the Company (AI) are and were free from material defects in construction and design and (BII) satisfy any and all Contract or other specifications related thereto to the extent stated in writing in such Contracts or specifications, in each case, in all material respects, in each case other than as a result of software "bugs" that are remediable in the ordinary course without material cost to the Company.

Warranty Obligations. (a) Section 3.34(a) 2.25 of the Company Disclosure Schedule -------------------- ----------------------------------------------- sets forth (ia) a list of all forms of written warranties, guarantees and written warranty policies of the Company in respect of any of the Company's products and services, which are currently in effect (the "Warranty Obligations"), and the -------------------- duration of each such Warranty Obligation, (iib) each of the Warranty Obligations which is subject to any dispute or, to the knowledge of the Company, threatened dispute and (iiic) the experience of the Company with respect to warranties, guarantees and warranty policies of or relating to the Company's products and services. True and correct copies of the Warranty Obligations have been delivered provided to Acquiror SciQuest prior to the execution of this Agreement. (b) Except as disclosed in Section 3.34(b) of the Company Disclosure Schedule, (i) there . There have not been any material deviations from the Warranty Obligations, and salespersons, employees and agents of the Company are not authorized to undertake obligations to any customer or other Person in excess of such Warranty Obligations and (ii) the Obligations. The balance sheet included in the Interim Financial Statements Company Financials reflects adequate reserves for Warranty Obligations. All Unless specifically provided otherwise in Section 2.15 hereof or Section 2.15 of the ------------ ------------------- Company Disclosure Schedule, all products manufactured, designed, licensed, --------------------------- leased, rented or sold by the Company, except for those products manufactured or developed by a third party and sold by Company without change in form and with respect to which Company has no Warranty Obligations, (Ax) are and were free from material defects in construction and design and (By) satisfy any and all Contract or other specifications related thereto to the extent stated in writing in such Contracts or specifications, in each case, in all material respects.

Warranty Obligations. (a) Section 3.34(a) 2.28 of the Company Disclosure Schedule sets --------------------- --------------------------------------- forth (ia) a list of all forms of written warranties, guarantees and written warranty policies of the Company in respect of any of the Company's products and services, which are currently in effect (the "Warranty Obligations"), and the --------------------- duration of each such Warranty Obligation, (iib) each of the Warranty Obligations which is subject to any dispute or, to the knowledge of the Company, threatened dispute and (iiic) the experience of the Company during the past 2 years with respect to warranties, guarantees and warranty policies of or relating to the Company's products and services. True and correct copies of the Warranty Obligations have been delivered to Acquiror Parent prior to the execution of this Agreement. (b) . Except as disclosed in Section 3.34(b) 2.28 of the Company Disclosure Schedule, (i) --------------------------------------- there have not been any material deviations from the Warranty Obligations, and salespersons, employees and agents of the Company are not authorized to undertake obligations to any customer or other Person in excess of such Warranty Obligations and (ii) the balance sheet included in the Interim Financial Statements reflects adequate reserves for Warranty Obligations. All products manufactured, designed, licensed, leased, rented or sold by the Company (Ax) are and were free from material defects in construction and design and (By) satisfy any and all Contract or other specifications related thereto to the extent stated in writing in such Contracts or specifications, in each case, in all material respects.

Warranty Obligations. (a) Section 3.34(a2.19(a) of the Company Disclosure Schedule sets forth (i) a list of all forms of written warranties, guarantees and written warranty policies of the Company in respect of any of the Company's ’s products and services, which are currently in effect (the "“Warranty Obligations"”), and the duration of each such Warranty Obligation, (ii) each of the Warranty Obligations which is subject to any dispute or, to the knowledge Knowledge of the Company, threatened dispute dispute, and (iii) the experience of the Company with respect to warranties, guarantees and warranty policies of or relating to the Company's ’s products and services. True and correct copies of the Warranty Obligations have been delivered or made available to Acquiror Acquirer prior to the execution of this Agreement. (b) Except as disclosed in Section 3.34(b2.19(b) of the Company Disclosure Schedule, (i) there have not been any material deviations from the Warranty Obligations, and salespersonsno salesperson, employees and agents employee or agent of the Company are not is authorized to undertake obligations to any customer or other Person in material excess of such Warranty Obligations and (ii) the balance sheet included in the Interim Financial Statements reflects adequate reserves for Warranty Obligations. All products manufactured, designed, licensed, leased, rented or sold by the Company (A) are and were free from material defects in construction and design and (B) satisfy any and all Contract or other specifications related thereto to the extent stated in writing in such Contracts or specifications, in each case, in all material respects.

Warranty Obligations. (a) Section 3.34(a2.27(a) of the Company Disclosure Schedule sets forth (i) a list of all forms of written warranties, guarantees and written warranty policies of the Company in respect of any of the Company's products and services, which are currently in effect (the "Warranty Obligations"), and the duration of each such Warranty Obligation, (ii) each of the Warranty Obligations which is subject to any dispute or, to the knowledge of the Company, threatened dispute and (iii) the experience of the Company with respect to warranties, guarantees and warranty policies of or relating to the Company's products and services. True and correct copies of the Warranty Obligations have been delivered to Acquiror Broadcom prior to the execution of this Agreement. (b) Except as disclosed in Section 3.34(b) of the Company Disclosure Schedule, (i) there have not been any material deviations from the Warranty Obligations, and salespersons, employees and agents of the Company are not authorized to undertake obligations to any customer or other Person in excess of such Warranty Obligations and (ii) the balance sheet included in the Interim Financial Statements reflects adequate reserves for Warranty Obligations. All products manufactured, designed, licensed, leased, rented or sold by the Company (A) are and were free from material defects in construction and design and (B) satisfy any and all Contract or other specifications related thereto to the extent stated in writing in such Contracts or specifications, in each case, in all material respects.

Warranty Obligations. (a) Section 3.34(a2.28(a) of the Company USSC Disclosure Schedule sets forth (i) a list of all forms of written warranties, guarantees and written warranty policies of the Company USSC in respect of any of the Company's USSC' s products and services, which currently are currently in effect (the "Warranty Obligations"), and the duration of each such Warranty Obligation, ; (ii) each of the Warranty Obligations which that is subject to any dispute or, to the knowledge of the CompanyUSSC, threatened dispute dispute; and (iii) the experience of the Company USSC with respect to warranties, guarantees and warranty policies of or relating to the Company's USSC' s products and services. True and correct copies of the Warranty Obligations have been delivered to Acquiror prior to IMNT before the execution of this Agreement. (b) Except as disclosed in Section 3.34(b2.28(b) of the Company USSC Disclosure Schedule, (i) there have has not been any material deviations deviation from the Warranty Obligations, and salespersonsno salesperson, employees and agents employee or agent of the Company are not USSC is authorized to undertake obligations to any customer or other Person in excess of such Warranty Obligations Obligations, and (ii) the balance sheet included in the Interim Financial Statements reflects specifies adequate reserves for Warranty Obligations. All products manufactured, designed, licensed, leased, rented or sold by the Company USSC (A) are and were free from material defects in construction and design and (B) satisfy any and all Contract or other specifications related thereto to the extent stated in writing in such Contracts or specifications, in each case, in all material respects.

Warranty Obligations. (a) Section 3.34(a2.27(a) of the Company Target Disclosure Schedule sets forth (i) a list of all forms of written warranties, guarantees and written warranty policies of the Company Target in respect of any of the CompanyTarget's present or past products and services, which are currently in effect (the "Warranty ObligationsWARRANTY OBLIGATIONS"), and the duration of each such Warranty Obligation, (ii) each of the Warranty Obligations which is subject to any dispute or, to the knowledge of the CompanyTarget, threatened dispute and (iii) the experience of the Company Target with respect to warranties, guarantees and warranty policies of or relating to the CompanyTarget's products and services. True and correct copies of the Warranty Obligations have been delivered to Acquiror prior to the execution of this Agreement. (b) Except as disclosed in Section 3.34(b2.27(b) of the Company Target Disclosure Schedule, (i) there have not been any material deviations from the Warranty Obligations, and salespersons, employees and agents of the Company Target are not authorized to undertake obligations to any customer or other Person in excess of such Warranty Obligations and (ii) the balance sheet included in the Interim Financial Statements reflects adequate reserves for Warranty Obligations. All products manufactured, designed, licensed, leased, rented or sold by the Company Target (A) are and were free from material defects in construction and design and (B) satisfy any and all Contract or other specifications related thereto to the extent stated in writing in such Contracts or specifications, in each case, in all material respects.