Product Warranty Claims means claims of the customers of the Company and its Subsidiary and/or users made at any time following Closing in the Ordinary Course of Business with respect to products sold, manufactured, leased or delivered by the Company and its Subsidiary on or prior to the Closing Date, which (i) are based solely on the Company's written product warranties disclosed to Buyer, or with respect to Probes, consistent with the Ordinary Course of Business, and (ii) are only for repair or replacement remedies.
Product Warranty Claims means all product warranty claims (other than Product Liability Matters) for any products produced, distributed, sold, or shipped by the Company prior to the Closing Date, other than products returned in the ordinary course of business.
Product Warranty Claims means all known and unknown product warranty or Liability claims brought by a third party against Seller, any of its Affiliates or the Acquired Company that are related to a product that was actually sold by the Acquired Company, other than those claims listed on Schedule 1.1 attached hereto. "Purchase Price" is defined in Section 2.2. "Release" means any direct or indirect release, spill, pumping, pouring, emission, emptying, discharge, dispersal, injection, placing, escape, leaking, leaching, migration, dumping, deposit or Disposal on or into any building, facility or the environment, whether intentional or intentional, known or unknown. "Removal," "Remedial" and "Response" actions shall include the types of activities covered by the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. § 9601, et seq., RCRA and other comparable Laws, whether the activities are those that might be taken by a Governmental Authority or those that a Governmental Authority might seek to require of third parties under "removal," "remedial" or other "response" actions. "Retained Liabilities" is defined in Section 2.3.2. "RIF" is defined in Section 7.2.1. "Seller" is defined in the Preamble of this Agreement. "Seller Ancillary Agreements" is defined in Section 3.1.
Examples of Product Warranty Claims in a sentence
For the avoidance of doubt, from and after the Closing, Seller shall have no Liability (to Buyer, the Acquired Company or any other Person) in respect of any Product Warranty Claim, and all Liabilities arising out of or relating to any Product Warranty Claims shall be the sole obligations of the Acquired Company.
At Closing, Seller shall certify to Buyer that there exists at least Seven Million and XX/100 Dollars ($7,000,000.00) in the operating account or accounts of the Acquired Company (the "Working Capital Cash"), of which Three Million and XX/100 Dollars ($3,000,000.00) (the "Warranty Amount") shall be used to make payments to aggrieved parties alleging or having verifiable Product Warranty Claims.
In no event shall Buyer or the Acquired Company be required to return all or any portion of the Warranty Amount to Seller; provided, however, that Seller shall owe no indemnity under this Agreement or otherwise to Buyer or the Acquired Company on account of Product Warranty Claims.
More Definitions of Product Warranty Claims
Product Warranty Claims means: (a) all demands for refunds, returns or allowances pertaining to products of the Business, without regard to the date of manufacture, shipment or sale of the product or the design of the product in question; and (b) all claims (other than Product Liability Claims) asserted in accordance with warranties and guarantees issued by any member of the Seller Group.
Product Warranty Claims means any notice, Action or claim for or based upon breach of product warranty, strict liability in tort, negligent design, negligent manufacture of product, design defects, negligent provision of services, or any other allegation of material liability, including or resulting in product recalls, arising from the materials, design, testing, manufacture, packaging, labeling (including instructions for use), documentation or sale of products by a Target Company (other than warranty service and repair claims in the ordinary course of business not material in amount or significance).
Product Warranty Claims means product warranty claims proceedings or causes of action for refunds, recalls, credits, adjustments or replacements relating to or arising from any Product manufactured, assembled, processed, distributed, marketed, licensed or sold by a CCG Entity prior to Closing.
Product Warranty Claims means any claim by an owner or user of products of the Business, or other party having the right to such claim, for breach of warranty, or product defects in respect of any products shipped by the Business, prior to the Closing Date, relating to deficiencies in design, materials, or workmanship, or material failure to perform as represented by the Business (including compliance with OSHA, or initial EPA tests, or rated capacity of the product). In the event any Product Warranty Claim is asserted [after the Closing Date], Buyer shall use its reasonable efforts to perform the services or supply replacements required under the applicable product warranty. Buyer shall be responsible for all costs incurred by Buyer in respect of Product Warranty Claims of the Business up to an aggregate amount of $50,000 (the "Warranty Maximum") and Seller shall be responsible for, and reimburse Buyer for, all reasonable costs incurred by Buyer in respect of Product Warranty Claims in excess of the Warranty Maximum subject to the limitations of Section 7.5.
Product Warranty Claims has the meaning specified in Section 6.8.
Product Warranty Claims means all Liabilities to customers of the Aesthetics Business with respect or related to repair or replacement claims resulting from defects in goods and equipment delivered to such customers or services provided to such customers, or goods and equipment in transit to such customers, regardless of when asserted and irrespective of whether pursuant to (i) express product warranties provided by Seller or its Affiliates, or (ii) product warranties or obligations implied or provided by Applicable Law and excluding in all cases Liabilities relating to or arising from product liability or similar claims seeking recourse beyond repair or replacement of the products at issue.
Product Warranty Claims means any claims or suits, whether existing as of Closing or asserted at any time thereafter, by any Person for breach of any express or implied, written warranty applicable to any product manufactured by Seller on or prior to the Closing Date, including, but not limited to, the Lumina, Madison Heights and Legacy West matters in Section 4.16 of the Disclosure Schedules.