Claims and Adjustments Sample Clauses

Claims and Adjustments. All liabilities and obligations relating to or in respect of (a) return of merchandise sold on or prior to the Closing Date or (b) offset payments with respect to sales after the Closing Date against claims on merchandise sold on or prior to the Closing Date, in each case by reason of alleged overshipments, defective merchandise, missed delivery dates, incorrect quantities or otherwise, or with respect to merchandise in the hands of customers under an understanding that such merchandise would be returnable.
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Claims and Adjustments. Specially manufactured and/ or customized goods are not returnable. No shortage claim or error in shipment will be adjusted unless reported in writing to Seller within ten (10) days of Buyer’s receipt of goods. Returns, regardless of reason, will not be accepted without prior written authorization by Seller.
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Claims and Adjustments. BUYER shall inspect the Product upon receipt. BUYER will be deemed to have accepted the Product unless it notifies CITGO in writing of any claim of defect within thirty (30) days of delivery (“Notice”). CITGO shall be furnished samples adequate to test such Product claimed to be defective and shall be afforded the opportunity to take its own samples. For claims related to packaging components, CITGO shall be furnished with details supporting the claim, which may include shipping documents and photographic evidence adequate to investigate the claim. Any and all claims not made within the time or in the manner herein provided, shall be deemed waived and released by BUYER and BUYER shall indemnify and hold CITGO harmless from and against any and all claims and damages related to such Product. Except as provided under this Section, all sales of Product to BUYER are made on a one-way basis and BUYER has no right to return Product purchased under this Agreement to CITGO. CITGO shall not be liable for a breach of the warranties set forth in Section 4 if: (i) BUYER makes any further use of such Product after giving Notice; (ii) the defect arises because BUYER failed to follow CITGO's written instructions as to the storage, installation, commissioning, use or maintenance of the Product; or
Sample 1
Claims and Adjustments. (a) The Buyer has forty-eight (48) hours after receipt of the Product to inspect and either accept or reject it. The only basis for rejection of Product is material nonconformity with this Agreement. If the Buyer retains the goods in its possession for a period of forty-eight (48) hours after receipt without giving written notice rejecting the Product, this will be regarded as the Buyer's irrevocable acceptance of the Product. If the Product is rejected, written notice must be given to the Seller, fully specifying all claimed defects and nonconformities.
Sample 1
Claims and Adjustments. (a) The Buyer has seven (7) days after receipt of the Product to inspect the Product and either accept or reject the Product. If the Buyer retains the Product in its possession for a period of seven (7) days after receipt without providing written notice rejecting it, this will be regarded as the Buyer’s irrevocable acceptance of the Product. If the Product is rejected, notice must be given to the Seller specifying in reasonable detail the claimed defects and nonconformities.
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Claims and Adjustments. 13 2.4.9 Excluded Assets.............................. 13 2.4.10
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Claims and Adjustments. All liabilities and obligations relating to or in respect of (a) return of merchandise sold by the Business on or prior to the date hereof or (b) offset payments with respect to sales after the date hereof against claims on merchandise sold on or prior to the date hereof, in each case by reason of alleged overshipments, defective merchandise, missed delivery dates, incorrect quantities or otherwise, or with respect to merchandise in the hands of customers, under an understanding that such merchandise would be returnable. Asset Purchase Agreement WatchGuard Technologies, Inc.
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Claims and Adjustments 
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Related to Claims and Adjustments

  • Closing Prorations and Adjustments The prorations set forth in this Section 6.5 shall be on a Property-by-Property basis and not among, or between, Properties, and shall not be allocated on an Applicable Share basis.

  • Prorations and Adjustments The following shall be prorated and adjusted between Seller and Buyer as of the Closing Date, except as otherwise specified:

  • Adjustment of Claims Tenant shall cooperate with Landlord and Landlord’s insurers in the adjustment of any insurance claim pertaining to the Building or the Project or Landlord’s use thereof.

  • Distributions and Adjustments (a) If any Shares vest subsequent to any change in the number or character of the Common Stock of the Company without additional consideration paid to the Company (through any stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or otherwise), you shall then receive upon such vesting the number and type of securities or other consideration which you would have received if such Shares had vested prior to the event changing the number or character of the outstanding Common Stock.

  • Allocation of Liabilities The IMS Health Group shall assume all Liabilities relating to the participation of IMS Health Transferred Savings Plan Employees in the Corporation Savings Plan. The Corporation Group shall retain all other Liabilities relating to the Corporation Savings Plan.

  • Closing Adjustments To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

  • Tax Allocations Each item of income, gain, loss or deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its fair market value at the time of contribution or revaluation, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.

  • Final Adjustment As soon as practicable, the Company will prepare and deliver to Centerprise a final calculation of Net Working Capital revised to reflect all collections of AR up to the date 180 days from the Closing Date. Centerprise will review such calculation and any records, work papers and other documents related thereto. Within 10 days of receipt of such calculation, Centerprise will deliver to the Member Representative a written report indicating the amount and nature of any adjustment to the Basic Purchase Consideration determined in accordance with Section 2.2.1 (the "Final Adjustment").

  • Corrective Allocations In the event of any allocation of Additional Book Basis Derivative Items or any Book-Down Event or any recognition of a Net Termination Loss, the following rules shall apply:

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