Common use of Warranty Obligations Clause in Contracts

Warranty Obligations. Effective upon the consummation of the Closing, Buyer shall assume and agree to pay, perform and/or discharge as and when due any and all Liabilities of Seller under the Warranty Policies with respect to warranty Claims arising out of any and all products of the Business manufactured, sold and/or shipped by Seller on or prior to the Closing Date (“Warranty Claims”), but only to the extent that aggregate Warranty Costs, as hereinafter defined, are less than the Claim Threshold, as hereinafter defined. Seller shall reimburse Buyer for all of its costs and expenses in connection with each such Warranty Claim (“Warranty Costs”), including the cost of repair or replacement with respect thereto, the cost of materials and labor employed in connection therewith, and allocations of overhead as determined by Buyer in its sole and absolute discretion which shall be final, conclusive and binding, but only to the extent that the aggregate of such Warranty Costs exceeds the Claim Threshold. Subsequent to the date upon which aggregate Warranty Costs exceed the Claim Threshold, as determined by Buyer (the “Claim Threshold Date”), Buyer shall deliver to Seller an itemized written statement (the “Initial Warranty Costs Statement”) setting forth (i) all Warranty Claims received up to the date of such Initial Warranty Costs Statement (including Warranty Claims through the Claim Threshold Date); (ii) the remedial action taken with respect to each such Warranty Claim; (iii) the Warranty Costs to date with respect to each such Warranty Claim, based upon Buyer’s processing of, and performance with respect to, such Warranty Claim up to the date of such Initial Warranty Costs Statement; and (iv) the extent to which the aggregate Warranty Costs have exceeded the Claim Threshold (any such excess, the “Initial Reimbursement Amount”). Seller shall pay to Buyer the Initial Reimbursement Amount not later than fifteen (15) days after Seller’s receipt of the Initial Warranty Costs Statement.

Warranty Obligations. Effective upon the consummation of From and after the Closing, Buyer without limiting Section 1.3(b), the Purchaser shall assume perform all warranty obligations of the Seller and agree the Seller Subsidiaries with respect to payEDFA, perform and/or discharge as RAX and when due any and all Liabilities OTS products sold by the Seller or the Seller Subsidiaries prior to the Closing. Within 20 days after the delivery to the Seller of a quarterly statement setting forth the Purchaser’s calculation of the amount reimbursable by the Seller under the Warranty Policies pursuant to this Section 1.8 with respect to warranty Claims arising out of any and all products work performed by the Purchaser for each quarter during the period in which such warranty or similar obligations continue, together with a description of the Business manufacturedPurchaser’s method of calculating such amount and supporting data for such calculation, sold and/or shipped the Seller shall reimburse the Purchaser for: (a) the actual reasonable costs incurred by Seller the Purchaser (on or a time and materials basis) in performing any repair services under such warranty obligations during such quarter (it being understood that the load rate applicable to salaries of the Persons performing such services shall not exceed 40%); and (b) the net book value (as recorded on the Seller’s Books and Records immediately prior to the Closing Date Closing) of any replacement parts provided by the Purchaser out of the Inventory pursuant to such warranty obligations during such quarter (“Warranty Claims”it being understood that if the Seller reimburses the Purchaser for any such replacement parts, then such replacement parts shall not constitute Unused Inventory for purposes of Section 5.4(a), but only ). Notwithstanding anything to the extent that aggregate Warranty Costscontrary contained in this Agreement, as hereinafter defined, are less than the Claim Threshold, as hereinafter defined. Seller shall not be required to reimburse Buyer for all of its costs and expenses in connection with each such Warranty Claim (“Warranty Costs”), including the cost of repair or replacement with respect thereto, the cost of materials and labor employed in connection therewith, and allocations of overhead as determined by Buyer in its sole and absolute discretion which shall be final, conclusive and binding, but only to the extent that the aggregate of such Warranty Costs exceeds the Claim Threshold. Subsequent to the date upon which aggregate Warranty Costs exceed the Claim Threshold, as determined by Buyer (the “Claim Threshold Date”), Buyer shall deliver to Seller an itemized written statement (the “Initial Warranty Costs Statement”) setting forth Purchaser for: (i) all Warranty Claims received up to any costs incurred by the date of such Initial Warranty Costs Statement (including Warranty Claims through the Claim Threshold Date)Purchaser in performing any repair services under any warranty obligations; or (ii) any replacement parts provided by the remedial action taken Purchaser pursuant to warranty obligations, in the case of clause “(i)” or “(ii)” of this sentence with respect to each such Warranty Claim; (iii) any products shipped by the Warranty Costs Purchaser prior to date with respect to each such Warranty ClaimJune 1, based upon Buyer’s processing of, and performance with respect to, such Warranty Claim up 2002 pursuant to the date of such Initial Warranty Costs Statement; and (iv) the extent to which the aggregate Warranty Costs have exceeded the Claim Threshold (any such excess, the “Initial Reimbursement Amount”). Seller shall pay to Buyer the Initial Reimbursement Amount not later than fifteen (15) days after Seller’s receipt of the Initial Warranty Costs StatementSupply Agreement.

Warranty Obligations. Effective upon the consummation of (a) Except as hereinafter provided in this Section 6.5, at the Closing, Buyer Purchaser shall assume and thereafter discharge all responsibilities of Seller to those in direct contractual relationship with Seller or Purchaser, as the case may be, for breach (a "Breach of Warranty") of any express or implied warranty (including, without limitation, the implied warranties of merchantability and fitness for a particular purpose) granted by Seller or Purchaser, as the case may be, in connection with sales of (i) products manufactured and sold by Seller at any time within the two year period immediately preceding the Closing Date in connection with Seller's conduct of the Business, and (ii) finished goods comprising any part of the Inventory existing on the Closing Date which may be sold by Purchaser at any time after the Closing Date; provided, however, that if the aggregate amount of all losses, damages, liabilities and expenses (including, without limitation, settlement costs and any legal, accounting and other expenses for investigating or defending any actions or threatened actions) reasonably incurred by Purchaser in connection with all Breaches of Warranty exceeds $50,000, Seller shall indemnify and hold harmless (as provided in Section 6.3) Purchaser in respect of the amount by which such aggregate losses, damages, liabilities and expenses (including as aforesaid) exceeds $50,000. (b) Notwithstanding the terms of paragraph (a) above, Purchaser shall not assume any of Seller's responsibilities for, and Seller and Xxxxxxx hereby agree to pay, perform and/or discharge indemnify and hold harmless (as and when due any and all Liabilities of Seller under the Warranty Policies provided in Section 6.3) Purchaser with respect to warranty Claims arising out to, all losses, damages, liabilities and expenses (including as aforesaid) incurred in connection with: (i) Any claim for Breach of any and all products of the Business manufactured, sold and/or shipped Warranty based upon facts known by Seller on or at any time prior to the Closing Date, including, without limitation, all claims for Breaches of Warranty disclosed in SCHEDULE 6.5; and (ii) Any claim, demand or cause of action asserted or brought by any person (including those in direct contractual relationship with Seller or Purchaser) for physical injury to or death of or property damage suffered by such person or any other person which was proximately caused by any products manufactured and sold by Seller at any time prior to the Closing Date or which comprised any part of the finished goods in the Inventory existing on the Closing Date. (“Warranty Claims”)c) Except as otherwise provided in paragraph (a) above with respect to finished goods in the Inventory on the Closing Date, but only to the extent that aggregate Warranty CostsPurchaser shall assume all responsibilities for, and shall indemnify and hold harmless (as hereinafter definedprovided in Section 6.3) Seller in respect of, are less than the Claim Thresholdany and all claims, as hereinafter defined. Seller shall reimburse Buyer for all of its costs losses, damages, liabilities and expenses (including as aforesaid) incurred in connection with: (i) Breaches of Warranty in connection with each sales of products sold by Purchaser after the Closing Date (including, without limitation, products manufactured in whole or in part out of any work in process comprising any part of the Inventory existing on the Closing Date); and (ii) Any claim, demand or cause of action asserted or brought by any person for physical injury to or death of or property damage suffered by such Warranty Claim person or any other person which was proximately caused by goods of a type described in clause (“Warranty Costs”), including i) of this paragraph. (d) Purchaser shall have the cost of repair or replacement with respect thereto, the cost of materials and labor employed in connection therewith, and allocations of overhead as determined by Buyer exclusive right in its sole discretion to defend, settle and absolute discretion which shall be final, conclusive and binding, but only to compromise any claim of a type covered by the extent that the aggregate indemnification provisions of such Warranty Costs exceeds the Claim Threshold. Subsequent to the date upon which aggregate Warranty Costs exceed the Claim Threshold, as determined by Buyer paragraphs (the “Claim Threshold Date”), Buyer shall deliver to Seller an itemized written statement (the “Initial Warranty Costs Statement”a) setting forth (i) all Warranty Claims received up to the date of such Initial Warranty Costs Statement (including Warranty Claims through the Claim Threshold Date); (ii) the remedial action taken with respect to each such Warranty Claim; (iii) the Warranty Costs to date with respect to each such Warranty Claim, based upon Buyer’s processing of, and performance with respect to, such Warranty Claim up to the date of such Initial Warranty Costs Statement; and (ivc) the extent to which the aggregate Warranty Costs have exceeded the Claim Threshold above; (any such excess, the “Initial Reimbursement Amount”). e) Seller shall pay have the exclusive right in its sole discretion to Buyer defend, settle and compromise any claims of a type covered by the Initial Reimbursement Amount not later than fifteen indemnification provisions of paragraph (15b) days after Seller’s receipt of the Initial Warranty Costs Statementabove.

Warranty Obligations. Effective upon the consummation of the Closing, Buyer (a) Purchaser shall assume all ordinary course after-sales service and agree to pay, perform and/or discharge as and when due any and all Liabilities of Seller under the Warranty Policies warranty obligations with respect to warranty Claims arising out of any and all products of the Business manufactured, manufactured and/or sold and/or shipped by each Seller on or prior to the Closing Effective Date (the “Assumed Warranty Obligations”); provided, however, that in the event that the Aggregate Cost (as hereinafter defined) associated with the Assumed Warranty Obligations exceeds Twenty Thousand ($20,000) Dollars (the “Warranty ClaimsExpense Cap”), Sellers shall pay to Purchaser, promptly, but only in no event later than thirty (30) days after receipt by Sellers of written notice thereof from Purchaser, an amount equal to Purchaser’s cost for parts and labor (at the point and time of service) incurred in satisfying any Assumed Warranty Obligations in excess of such Warranty Expense Cap (such charges, in the aggregate, “Sellers’ Excess Warranty Obligations”). Notwithstanding any other provision of this Agreement to the contrary, the determination as to whether and to what extent that aggregate there exists an Assumed Warranty Costs, as hereinafter defined, are less than the Claim Threshold, as hereinafter defined. Seller shall reimburse Buyer for all of its costs and expenses in connection with each such Warranty Claim (“Warranty Costs”), including the cost of repair or replacement Obligation with respect theretoto any and all products shall in all circumstances be made by Purchaser, the cost of materials and labor employed in connection therewith, and allocations of overhead as determined by Buyer in its sole and absolute discretion discretion, which shall be final, conclusive and binding. For purposes of this Section 6.1, but only to the extent that “Aggregate Cost” means the aggregate value of such all after-sales service and warranty services provided by Purchaser in connection with the Assumed Warranty Costs exceeds Obligations, calculated at the Claim Threshold. Subsequent to rate of Purchaser’s standard charges for parts and labor at the date upon which aggregate Warranty Costs exceed the Claim Threshold, as determined by Buyer (the “Claim Threshold Date”), Buyer shall deliver to Seller an itemized written statement (the “Initial Warranty Costs Statement”) setting forth (i) all Warranty Claims received up to the date point and time of such Initial Warranty Costs Statement (including Warranty Claims through the Claim Threshold Date); (ii) the remedial action taken with respect to each such Warranty Claim; (iii) the Warranty Costs to date with respect to each such Warranty Claim, based upon Buyer’s processing of, and performance with respect to, such Warranty Claim up to the date of such Initial Warranty Costs Statement; and (iv) the extent to which the aggregate Warranty Costs have exceeded the Claim Threshold (any such excess, the “Initial Reimbursement Amount”). Seller shall pay to Buyer the Initial Reimbursement Amount not later than fifteen (15) days after Seller’s receipt of the Initial Warranty Costs Statementservice.

Warranty Obligations. Effective upon the consummation of (a) Except as hereinafter provided in this SECTION 6.5, at the Closing, Buyer Purchaser shall assume and agree to pay, perform and/or thereafter discharge as and when due any and all Liabilities responsibilities of Seller under to those in direct contractual relationship with Seller or Purchaser, as the case may be, for breach (a "BREACH OF WARRANTY") of any express or implied warranty (including, without limitation, the implied warranties of merchantability and fitness for a particular purpose) granted by Seller or Purchaser, as the case may be, in connection with sales of (i) products manufactured and sold by Seller at any time within the two (2) year period immediately preceding the Closing Date in connection with Seller's conduct of the Business, and (ii) finished goods comprising any part of the Inventory existing on the Closing Date which may be sold by Purchaser at any time after the Closing Date; provided, however, that if the aggregate amount of all losses, damages, liabilities and expenses (including, without limitation, settlement costs and any legal, accounting and other expenses for investigating or defending any actions or threatened actions) reasonably incurred by Purchaser in connection with all Breaches of Warranty Policies exceeds Fifty Thousand Dollars ($50,000), Seller shall indemnify and hold harmless (as provided in SECTION 6.3) Purchaser and Xxxxxxx in respect of the amount by which such aggregate losses, damages, liabilities and expenses (including as aforesaid) exceeds Fifty Thousand Dollars ($50,000). (b) Notwithstanding the terms of paragraph (a) above, Purchaser shall not assume any of Seller's responsibilities for, and Seller hereby agrees to indemnify and hold harmless (as provided in SECTION 6.3) Purchaser and Xxxxxxx with respect to warranty Claims arising out to, all losses, damages, liabilities and expenses (including as aforesaid) incurred in connection with: (i) Any claim for Breach of any and all products of the Business manufactured, sold and/or shipped Warranty based upon facts known by Seller on or at any time prior to the Closing Date, including, without limitation, all claims for Breaches of Warranty disclosed in SCHEDULE 6.5; and (ii) Any claim, demand or cause of action asserted or brought by any person (including those in direct contractual relationship with Seller or Purchaser or Xxxxxxx) for physical injury to or death of or property damage suffered by such person or any other person which was proximately caused by any products manufactured and sold by Seller at any time prior to the Closing Date or which comprised any part of the finished goods in the Inventory existing on the Closing Date. (“Warranty Claims”)c) Except as otherwise provided in paragraph (a) above with respect to finished goods in the Inventory on the Closing Date, but only to the extent that aggregate Warranty CostsPurchaser shall assume all responsibilities for, and shall indemnify and hold harmless (as hereinafter definedprovided in SECTION 6.3) Seller in respect of, are less than the Claim Thresholdany and all claims, as hereinafter defined. Seller shall reimburse Buyer for all of its costs losses, damages, liabilities and expenses (including as aforesaid) incurred in connection with: (i) Breaches of Warranty in connection with each sales of products sold by Purchaser after the Closing Date (including, without limitation, products manufactured in whole or in part out of any work in process comprising any part of the Inventory existing on the Closing Date); and (ii) Any claim, demand or cause of action asserted or brought by any person for physical injury to or death of or property damage suffered by such Warranty Claim person or any other person which was proximately caused by goods of a type described in clause (“Warranty Costs”)i) of this paragraph. (d) Notwithstanding anything to the contrary herein contained, including neither Xxxxxxx nor Purchaser shall have or pursue any claim against Seller under this SECTION 6.5 or any other Section of this Agreement relating to the cost Lancaster Litigation or arising out of repair or replacement with respect thereto, the cost factual circumstances alleged to be the basis of materials the Lancaster Litigation. (e) Purchaser and labor employed in connection therewith, and allocations of overhead as determined by Buyer Xxxxxxx shall have the exclusive right in its sole discretion to defend, settle and absolute discretion which shall be final, conclusive and binding, but only to compromise any claim of a type covered by the extent that the aggregate indemnification provisions of such Warranty Costs exceeds the Claim Threshold. Subsequent to the date upon which aggregate Warranty Costs exceed the Claim Threshold, as determined by Buyer paragraphs (the “Claim Threshold Date”), Buyer shall deliver to Seller an itemized written statement (the “Initial Warranty Costs Statement”a) setting forth (i) all Warranty Claims received up to the date of such Initial Warranty Costs Statement (including Warranty Claims through the Claim Threshold Date); (ii) the remedial action taken with respect to each such Warranty Claim; (iii) the Warranty Costs to date with respect to each such Warranty Claim, based upon Buyer’s processing of, and performance with respect to, such Warranty Claim up to the date of such Initial Warranty Costs Statement; and (ivc) the extent to which the aggregate Warranty Costs have exceeded the Claim Threshold above; (any such excess, the “Initial Reimbursement Amount”). f) Seller shall pay have the exclusive right in its sole discretion to Buyer defend, settle and compromise any claims of a type covered by the Initial Reimbursement Amount not later than fifteen indemnification provisions of paragraph (15b) days after Seller’s receipt of the Initial Warranty Costs Statementabove.

Warranty Obligations. Effective upon the consummation of (a) Subject to Section 2.20 above and except as hereinafter provided in this Section 10.5, at the Closing, Buyer Purchaser shall assume and thereafter discharge all responsibilities of Seller to those in direct contractual relationship with Seller or Purchaser, as the case may be, for breach (a "Breach of Warranty") of any express or implied warranty (including, without limitation, the implied warranties of merchantability and fitness for a particular purpose) granted by Seller or Purchaser, as the case may be, in connection with sales of (i) products manufactured and sold by Seller at any time within the one (1) year period immediately preceding the Closing Date in connection with Seller's conduct of the Business, and (ii) finished goods comprising any part of the Inventory existing on the Closing Date which may be sold by Purchaser at any time after the Closing Date; provided, however, that is the aggregate amount of all losses, damages, liabilities and expenses (including, without limitation, settlement costs and any legal, accounting and other expenses for investigating or defending any actions or threatened actions) reasonably incurred by Purchaser in connection with all Breaches of Warranty exceeds $10,000, Seller shall indemnify and hold harmless (as provided in Section 10.3) Purchaser in respect of the amount by which such aggregate losses, damages, liabilities and expenses (including as aforesaid) exceeds $10,000. (b) Notwithstanding the terms of paragraph (a) above, Purchaser shall not assume any of Seller's responsibilities for, and Seller and the Sole Shareholder hereby agree to pay, perform and/or discharge indemnify and hold harmless (as and when due any and all Liabilities of Seller under the Warranty Policies provided in Section 10.3) Purchaser with respect to warranty Claims arising out to, all losses, damages, liabilities and expenses (including as aforesaid) incurred in connection with: (i) Any claim for Breach of any and all products of the Business manufactured, sold and/or shipped Warranty based upon facts known by Seller on or at any time prior to the Closing Date, including, without limitation, all claims for Breaches of Warranty disclosed in Schedule 2.20; and (ii) Any claim, demand or cause of action asserted or brought by any person (including those in direct contractual relationship with Seller or Purchaser) for physical injury to or death of or property damage suffered by such person or any other person which was proximately caused by any products manufactured and sold by Seller at any time prior to the Closing Date or which comprised any part of the finished goods in the Inventory existing on the Closing Date. (“Warranty Claims”)c) Except as otherwise provided in paragraph (a) above with respect to finished goods in the Inventory on the Closing Date, but only and subject to the extent that aggregate Warranty CostsSection 2.20 hereof, Purchaser shall assume all responsibilities for, and shall indemnify and hold harmless (as hereinafter definedprovided in Section 10.3) Seller in respect of, are less than the Claim Thresholdany and all claims, as hereinafter defined. Seller shall reimburse Buyer for all of its costs losses, damages, liabilities and expenses (including as aforesaid) incurred in connection with: (i) Breaches of Warranty in connection with each sales of products sold by Purchaser after the Closing Date (including, without limitation, products manufactured in whole or in part out of any work in process comprising any part of the Inventory existing on the Closing Date); and (ii) Any claim, demand or cause of action asserted or brought by any person for physical injury to or death of or property damage suffered by such Warranty Claim person or any other person which was proximately caused by goods of a type described in clause (“Warranty Costs”), including i) of this paragraph. (d) Purchaser shall have the cost of repair or replacement with respect thereto, the cost of materials and labor employed in connection therewith, and allocations of overhead as determined by Buyer exclusive right in its sole discretion to defend, settle and absolute discretion compromise any claim of a type covered by the indemnification provisions of paragraphs (a) and (c) above; provided, however, that if at any time the aggregate losses, damages, liabilities and ex penses (including as aforesaid) incurred by Purchaser in connection with all Breaches of Warranty theretofore asserted which shall be final, conclusive and binding, but only may give rise to an obligation of Seller to pay indemnity to Purchaser pursuant to the extent that the aggregate terms of such Warranty Costs exceeds the Claim Threshold. Subsequent to the date upon which aggregate Warranty Costs paragraph (a) above exceed the Claim Threshold$10,000, as determined by Buyer (the “Claim Threshold Date”), Buyer shall deliver to Purchaser will thereafter promptly notify Seller an itemized written statement (the “Initial Warranty Costs Statement”) setting forth (i) all Warranty Claims received up to the date of such Initial Warranty Costs Statement (including Warranty Claims through the Claim Threshold Date); (ii) the remedial action taken with respect to each such Warranty Claim; (iii) the Warranty Costs to date with respect to each such Warranty Claimclaim thereafter arising and, based upon Buyer’s processing of, and performance with respect to, such Warranty Claim up to the date of such Initial Warranty Costs Statement; and (iv) the extent to which the aggregate Warranty Costs have exceeded the Claim Threshold (any such excesswhen known, the “Initial Reimbursement Amount”). facts constituting the basis for such claim. (e) Seller shall pay have the exclusive right in its sole discretion to Buyer defend, settle and compromise any claims of a type covered by the Initial Reimbursement Amount not later than fifteen indemnification provisions of paragraph (15b) days after Seller’s receipt of the Initial Warranty Costs Statementabove.

Warranty Obligations. Effective upon (a) Except as provided in this Section 6.8, at the consummation of the Closing, Closing Buyer shall assume and agree to pay, perform and/or thereafter discharge as and when due any and all Liabilities responsibilities of Seller under to those in direct contractual relationship with Seller or Buyer, as the case may be, for breach (a "Breach of Warranty") of any express or implied warranty (including, without limitation, the implied warranties of merchantability and fitness for a particular purpose) granted by Seller within the two (2) year period immediately preceding the Closing Date in connection with Seller's conduct of the Business; provided, however, that if the aggregate amount of all claims, losses, damages, liabilities and expenses (including, without limitation, settlement costs and any legal, accounting and other expenses for investigating or defending any actions or threatened actions) (collectively, "Losses") reasonably incurred by Buyer in connection with all Breaches of Warranty Policies exceeds Twenty-Five Thousand Dollars ($25,000), Seller shall indemnity and hold harmless Buyer for the amount by which such Losses exceeds Twenty-Five Thousand Dollars ($25,000). (b) Notwithstanding the terms of paragraph (a) above, Buyer shall not assume any of Seller's responsibilities for, and Seller hereby agrees to indemnify and hold harmless Buyer with respect to warranty Claims arising out to, all Losses incurred in connection with any claim for Breach of any and all products of the Business manufactured, sold and/or shipped Warranty based upon facts known by Seller on or at any time prior to the Closing Date Date, including, without limitation, all claims for Breaches of Warranty disclosed in any section of the Seller's Schedule. (“Warranty Claims”)c) Buyer shall have the exclusive right In its sole discretion to defend, but only to settle and compromise any claim of a type covered by the extent indemnification provisions of paragraph (a) above; provided, however, that aggregate Warranty Costs, as hereinafter defined, are less than if at any time the Claim Threshold, as hereinafter defined. Seller shall reimburse Losses incurred by Buyer for all of its costs and expenses in connection with each such all Breaches of Warranty Claim which may give rise to an indemnity obligation of Seller exceed Twenty-Five Thousand Dollars (“Warranty Costs”), including the cost of repair or replacement with respect thereto, the cost of materials and labor employed in connection therewith, and allocations of overhead as determined by Buyer in its sole and absolute discretion which shall be final, conclusive and binding, but only to the extent that the aggregate of such Warranty Costs exceeds the Claim Threshold. Subsequent to the date upon which aggregate Warranty Costs exceed the Claim Threshold, as determined by Buyer (the “Claim Threshold Date”$25,000), Buyer will promptly notify Seller of each such claim and, when known, the facts constituting the basis for the claim. With respect to each claim described In the foregoing provisions of this Section 6.8, Seller and Buyer shall deliver to Seller have the rights of an itemized written statement (the “Initial Warranty Costs Statement”) setting indemnifying party and indemnified party, respectively, set forth (i) all Warranty Claims received up to the date of such Initial Warranty Costs Statement (including Warranty Claims through the Claim Threshold Date); (ii) the remedial action taken in Article 7 with respect to each such Warranty Claim; (iii) the Warranty Costs claim which may give rise to date with respect to each such Warranty Claim, based upon Buyer’s processing ofan indemnity obligation of Seller, and performance with respect to, such Warranty Claim up shall be subject to the date of such Initial Warranty Costs Statement; and limitations on indemnity set forth in Section 7.5. (ivd) the extent to which the aggregate Warranty Costs have exceeded the Claim Threshold (any such excess, the “Initial Reimbursement Amount”). Seller shall pay have the exclusive right in its sole discretion to Buyer defend, settle and compromise any claims of a type covered by the Initial Reimbursement Amount not later than fifteen indemnification provisions of paragraph (15b) days after Seller’s receipt of the Initial Warranty Costs Statementabove.