Warranties and Discounts Clause Samples

Warranties and Discounts. Except as described in Schedule 3.1.14 attached hereto, 3.1.14.1. the Vendor has not given any guarantee or warranty in respect of any of the products sold or the services provided as part of the Purchased Assets, except warranties made in the form of the standard written warranty, a copy of which has been provided to the Purchaser, and except for warranties implied by law; 3.1.14.2. except as set forth on Schedule 3.1.14.2, during each of the three fiscal years of the Vendor ended immediately preceding the date , no claims have been made against the Vendor for breach of warranty or contract requirement or negligence or for a price adjustment or other concession in respect of any defect in or failure to perform or deliver any products, services or work in connection with the Purchased Assets which had, in any such year, an aggregate cost exceeding $1,000; 3.1.14.3. there are no repair contracts or maintenance obligations in favor of the customers or users of the Purchased Assets except obligations incurred in accordance with standard terms, a copy of which has been provided to the Purchaser; 3.1.14.4. the Vendor is not now subject to any agreement or commitment, and the Vendor has not, within three years prior to the date of this Agreement, entered into any agreement with or made any commitment to any customer of the Business in relation to the Purchased Assets which would require the repurchase of any products sold to such customers or adjustment of any price or the granting of any refund, discount or other concession to such customer; and 3.1.14.5. the Vendor is not required to provide any letters of credit, bonds or other financial security arrangements in connection with any transactions with any suppliers or customers of the Business relating to the Purchased Assets.
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Warranties and Discounts. With respect to the GAC Product Line, except as described in Schedule 5.22: (a) the Seller has not given any guarantee or warranty in respect of any of the products it has sold or the services it has provided, except warranties provided in the sale of its products. Copies of the forms of all warranties that remain in effect as of the date hereof are contained in Schedule 5.22; (b) during the period of twelve months prior to the date hereof, no Claims have been made against the Seller for breach of warranty or contract requirement or negligence or for a price adjustment or other concession in respect of any defect in or failure to perform or deliver any products, services or work which had, in any such year, a cost exceeding $1,000 individually; (c) there are no repair Contracts or maintenance obligations in favor of the Seller's customers or users of the Seller's products except obligations incurred in the ordinary course of business and in accordance with the Seller's standard terms, a copy of which has been provided to the Purchaser; (d) Except as listed in Schedule 5.22 the Seller is not subject to any Contract, and has not within twelve months prior to the date hereof entered into any Contract, with any customer that would require the repurchase of any products sold to such customers or adjustment of any price or the granting of any refund, discount or other concession to such customer for products sold or services rendered. To the extent a Contract listed on Schedule 5.22 results in any such repurchase, price adjustment, refund, discount or other concession, such amount shall be offset, pursuant to Schedule 5.22, against the Additional Consideration to be paid to Seller; and (e) with respect to the Assumed Liabilities, the Seller is not required to provide any letters of credit, bonds or other financial security arrangements in connection with any transactions with any suppliers or customers.
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Warranties and Discounts. Other than the warranty obligations described in Section 4.23 of the Disclosure Schedules, the Sellers have not given any written or oral warranty regarding any of the products sold or services provided as part of the Business, or incurred any repair or maintenance obligations in favor of any customers of the Business or entered into any agreement with any customer which would require the repurchase of goods, price adjustment, refund, discount or concession to any customer after Closing. No Person has any valid claim against the Sellers or the Business under Law relating to unfair competition, false advertising or other similar claims arising out of product or service warranties, specifications, manuals, brochures or other advertising materials relating to the Business.
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Warranties and Discounts. Except as described in Schedule 3.1
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Warranties and Discounts. Except as described in Section 3(z) of the Disclosure Schedule: (i) without considering the ACI Products, the Target has not given any guarantee or warranty with respect to any of the products licensed or sold or the services provided as part of its business, except warranties made in the Ordinary Course of Business and except for warranties implied by law; (ii) since January 1, 1994, no claims have been made against the Target for breach of warranty or contract or negligence that has resulted in a price adjustment or other material concession in respect of any defect in or failure to perform or deliver any products, services or work in any material respect; (iii) except for the ACI Products, there are no repair contracts or maintenance obligations in favor of the customers or users of products supplied by the Target except obligations incurred in the Ordinary Course of Business; (iv) since January 1, 1994, the Target has not entered into any agreement with or made any commitment to any customer which would require the repurchase of any products sold to such customers or adjustments of any price or the granting of any refund, discount or other concession to such customer; and (v) neither the Target nor any other person is required to provide any letters of credit, bonds or other financial security arrangements in connection with any transactions with any suppliers or customers.
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Warranties and Discounts. Except as described in Schedule 3.01(21) attached hereto, to the knowledge of the Vendor, (i) the Vendor has not given any guarantee or warranty in respect of any of the products sold or the services provided as part of the Business, except warranties made in the ordinary course of the Business and in the form of the standard written warranty, a copy of which has been provided to the Purchaser, and except for warranties implied by law; (ii) during each of the 3 fiscal years of the Vendor ended immediately preceding the date hereof, no claims have been made against the Vendor for breach of warranty or contract requirement or negligence or for a price adjustment or other concession in respect of any defect in or failure to perform or deliver any products, services or work in connection with the Business which had, in any such year, an aggregate cost exceeding $1,000; (iii) other than as listed in the Assumed Liabilities, there are no maintenance obligations in favour of the customers or users of products of the Business except obligations incurred in the ordinary course of the Business; and (iv) no product liability or other tort claims have been made or, to threatened in writing against the Vendor, relating to products sold or services performed by the Business in the past two (2) years.
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Warranties and Discounts. Other than in the ordinary course of business, the Sellers have not given any guarantee or warranty of any of the products sold or services provided as part of the Businesses or incurred any repair or maintenance obligations to customers of the Businesses or entered into any agreement with any customer which would require repurchase of products, price adjustment, refund, discount or concession to any customer.
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Related to Warranties and Discounts

  • Warranties and Disclaimers (A) THE SERVICE IS PROVIDED ON AN “AS IS” BASIS AND USE OF THE SERVICE IS AT YOUR OWN RISK. TELANIA DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE. TELANIA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. (B) TELANIA DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM TELANIA’S DATA CENTER AND THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS TAKEN OR THE FAILURE TO ACT BY THESE THIRD PARTIES CAN PRODUCE SITUATIONS IN WHICH YOUR OR AN ENROLLEE’S CONNECTION TO THE INTERNET MAY BE IMPAIRED OR DISRUPTED. ALTHOUGH TELANIA WILL USE COMMERCIALLY REASONABLE EFFORTS AS IT DEEMS APPROPRIATE TO AVOID AND ADDRESS SUCH OCCURRENCES, TELANIA CANNOT GUARANTEE THAT THEY WILL NOT OCCUR. ACCORDINGLY, TELANIA DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH OCCURRENCES. (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (D) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

  • Warranties and Disclaimer To the extent permitted by law, the following warranties apply:

  • Representations Warranties and Disclaimers I represent and warrant that I am legally entitled to grant the rights and promises set forth in this Agreement. IN ALL OTHER RESPECTS THE SPECIFICATION IS PROVIDED "AS IS." The entire risk as to implementing or otherwise using the Specification is assumed by the implementer and user. Except as stated herein, I expressly disclaim any warranties (express, implied, or otherwise), including implied warranties of merchantability, non-infringement, fitness for a particular purpose, or title, related to the Specification. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR LOST PROFITS OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. All of my obligations under Section 3 regarding the transfer, successors in interest, or assignment of Granted Claims will be satisfied if I notify the transferee or assignee of any patent that I know contains Granted Claims of the obligations under Section 3. Nothing in this Agreement requires me to undertake a patent search.

  • Representations Warranties Exclusive Remedies and Disclaimers Mutual Indemnification

  • Responsibilities of the Parties; Indemnification; Warranties and Disclaimers a. The Trust agrees that it shall be solely responsible for any decision made or action taken in reliance on the compliance testing results, reports, forms or other data or information included in the Money Market Services provided by the Administrator. b. The Parties acknowledge that the Administrator is required to rely upon data provided by the Trust or third parties (“Data”) in providing the Money Market Services. The Administrator does not own the Data, has not developed the Data, does not control the Data, and has not, and will not make any inquiry into the accuracy of any Data. Without limiting the foregoing, to the extent applicable, the Administrator will not be liable for any delays in the transmission of Forms N-MFP, Forms N-CR, reports, market-based NAVs, shareholder inflows/outflows, daily and weekly liquid assets, affiliate sponsor support flows, portfolio holdings or transmission of Data or inaccuracies of, errors in or omission of, Data in connection with the provision of the Money Market Services in each case provided by the Trust or any other third party. c. To the extent applicable, the Trust represents and warrants to the Administrator that it has the necessary licenses from each nationally recognized statistical ratings organization whose ratings are set forth in its Forms N-MFP as contemplated hereby. d. To the extent applicable, the Trust is solely responsible for determining and immediately notifying in writing the Administrator of the occurrence of one or more triggering events causing a filing on Form N-CR. The Trust is solely responsible for accurately and timely supplying the Administrator, or causing third parties to accurately and timely supply the Administrator, with all data, information and signatures in respect of each Trust that is required in order for the Administrator to file each Form N-CR, whether or not such information is specifically requested by the Administrator. The Administrator shall be without liability if the Administrator has not received by the submission deadline communicated by the Administrator to the Trust all of the Data, information and signatures it requires to submit such Form N-CR filing. e. To the extent applicable, the Trust acknowledges that it shall be the Trust’s responsibility to retain for the periods prescribed by Rule 2a-7 (i) the compliance testing results and reports produced by the Administrator; (ii) its Forms N-MFP and Forms N-CR produced by the Administrator; and (iii) information prepared by the Administrator for posting on the Trust’s website. f. The Trust acknowledges and agrees that the Money Market Services do not constitute advice or recommendations of any kind and the Administrator is not acting in a fiduciary capacity in providing the Money Market Services. g. The Trust understands that the nature of the Money Market Services provided under this Agreement are distinct from the services provided under any other agreement between State Street Bank and Trust Company and the Trust, including any custody, fund accounting or transfer agency services agreements and, consequently, the terms of this Agreement rather than such other agreements shall govern the delivery of the Money Market Services. For the avoidance of doubt, the standard of care and liability provisions of Section XII of this Agreement shall govern the provision of the Money Market Services.