Recall Obligations definition

Recall Obligations means all Liabilities with respect to, and only with respect to, the repair, replacement or return, or any refund or return of the purchase price (or any portion thereof) (it being expressly understood and agreed that such Liabilities shall not include any Liabilities for, or arising from or relating to, damage or injury (whether physical, emotional or otherwise) to any Person (including death), advertising injury or damage to property) arising out of, relating to, or otherwise in respect of, any Recall of products (including any part or component and regardless of the date of manufacture) designed, manufactured, assembled, sold or distributed by the Business or any services (regardless of the date of performance) performed by the Business that is issued (i) by a Governmental Authority pursuant to applicable Law, (ii) by a manufacturer or provider to preserve its commercial reputation or goodwill with its customers, or (iii) by a manufacturer or provider pursuant to the express terms of a customer Contract.

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Recall Obligations means all Liabilities with respect to the repair, replacement or return, or any refund or return of the purchase price (or any portion thereof) arising out of, relating to, or otherwise in respect of, any Recall of products (including any part or component and regardless of the date of manufacture) designed, manufactured, assembled, sold or distributed by the Business or any services (regardless of the date of performance) performed by the Business that is issued (i) by a Governmental Authority pursuant to applicable Law, (ii) by a manufacturer or provider to preserve its commercial reputation or goodwill with its customers, or (iii) by a manufacturer or provider pursuant to the express terms of a customer Contract.

Recall Obligations means all Liabilities with respect to the repair, replacement, return, refund, or return of purchase price, or any portion thereof in respect of (i) any Recall of products manufactured, assembled, sold, or distributed or services provided by the Business issued by a Governmental Authority pursuant to applicable Law, (ii) any Recall of products manufactured, assembled, sold or distributed or services provided by the Business by a customer to the extent such Liabilities arise pursuant to the express terms of the applicable Contract, or (iii) any Recall of products manufactured, assembled, sold or distributed or services provided by the Business, made by a manufacturer or provider to preserve its commercial reputation or goodwill with its customers. For the avoidance of doubt, Recall Obligations shall not include Product Liability Obligations.

Examples of Recall Obligations in a sentence

• Purchasers agree that they and the Business Subsidiaries will not, without the prior written consent of Sellers, agree or consent to any Recall of any products shipped prior to the Closing unless Purchasers also agree in writing to be responsible for, and Sellers are released in writing from, all Recall Obligations arising from such Recall.

• Sellers will not, without the prior written consent of Purchasers, agree or consent to any Recall of any products shipped by Purchasers or Business Subsidiaries after the Closing unless Sellers also agree in writing to be responsible for, and Purchasers are released in writing from, all Recall Obligations arising from such Recall.

• If a Recall is initiated both because of a breach of HD’s warranty obligations and because of LiveWire’s Recall Obligations, then each Party shall be responsible for a pro rata share of the total expenses incurred in connection with such Recall in proportion to each Party’s respective responsibility for the circumstances giving rise to the Recall as determined in good faith by the Operational Committee.

• If a Recall is initiated both because of a breach of KYMCO’s warranty obligations and because of LiveWire’s Recall Obligations, then each Party shall be responsible for a pro rata share of the total expenses incurred in connection with such Recall in proportion to each Party’s respective responsibility for the circumstances giving rise to the Recall as determined in good faith by the Parties.

More Definitions of Recall Obligations

Recall Obligations has the meaning set forth in Section 7.7.