Controlling Terms In the event of any conflict or inconsistency between the terms of this Section 5 and the terms of the Escrow Agreement, the terms of the Escrow Agreement shall govern.
Definitions and Accounting Terms Section 1.01.
Definitions Accounting Terms 1 Section 1.1 DEFINITIONS.........................................................................1 Section 1.2
Defined Terms; References Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.
Defined Terms Used in this Agreement In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.
Defined Terms As used in this Agreement, the following terms have the meanings specified below:
Defined Terms Construction 1.01 Defined Terms 1.02 Construction ARTICLE II LOAN 2.01 Loan Terms 2.02 Prepayment Premium 2.03 Exculpation 2.04 Application of Payments 2.05 Usury Savings 2.06 Floating Rate Mortgage - Third Party Cap Agreement ARTICLE III LOAN SECURITY AND GUARANTY 3.01 Security Instrument
Defined Terms Rules of Construction Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of construction set forth in Section 1.02 of the Credit Agreement shall apply herein.
Shipping Terms Products are shipped Ex Works (Incoterms 2000) Manufacturer’s shipping point in the United States. Legal title, control of, right of possession and risk of loss of Products shall pass to Distributor upon shipment from Manufacturer’s shipping point in the United States. Distributor shall pay for each order the price of the Products, export packing and such shipping costs as may be directly incurred by Manufacturer for such order. Distributor shall ensure that Products shipped are stored and handled in accordance with the specifications Manufacturer shall from time to time provide. Returning Products Authorization must be obtained from Manufacturer before the return of any product. A Returned Material Authorization (RMA) number will be given to you. Any returned product packaging must be clearly labeled with the RMA number. Any Product delivered to the Distributor in a damaged, defective, or nonconforming condition may be returned for full credit or replacement, upon approval of Manufacturer, within thirty (30) calendar days from the date of receipt by the Distributor. Any product that has been opened or has broken package seals becomes the property of the Distributor and may not be returned for credit or replacement. Contact Manufacturer for information about credit for or replacement of any purchased and unexpired products that are still in the original packaging (unopened and undamaged). A restocking charge may also apply. SCHEDULE 3 SALES FORECAST The following table lists the sales forecast levels for the eSVS MESH devices which must be achieved by Distributor as of the end of the first six (6) months and second six (6) months of this agreement. The sales forecast for the second and third years of this agreement shall be mutually agreed upon no later than the 360th day from the effective date of this agreement and shall be added to schedule 3 by mutual consent. Sales Forecast Geographic Region 1st 6 months 2nd 6 months Year 2 Year 3 Greece 10 15 SCHEDULE 4 PRODUCT WARRANTY LIMITED WARRANTY AND DISCLAIMER KIPS BAY MEDICAL, Inc. warrants that reasonable care has been used in the design and manufacture of this instrument. This warranty is in lieu of and excludes all other warranties not expressly set forth herein, whether express or implied by operation of law or otherwise, including, but not limited to, any implied warranties of merchantability of fitness for a particular purpose. Handling, storage, cleaning and sterilization of this instrument as well as other factors relating to the patient, diagnosis, treatment, surgical procedures, and other matters beyond KIPS BAY MEDICAL’s control directly affect the instrument and the results obtained from its use. KIPS BAY MEDICAL’s obligation under this warranty is limited to the repair or replacement of this instrument and KIPS BAY MEDICAL shall not be liable for any incidental or consequential loss, damage, or expense directly or indirectly from the use of this instrument. KIPS BAY MEDICAL neither assumes, nor authorizes any other person to assume for it, any other or additional liability or responsibility in connection with this instrument. KIPS BAY MEDICAL assumes no liability with respect to instruments reused, reprocessed or resterilized and makes no warranties, express or implied, including but not limited to merchantability or fitness for a particular purpose, with respect to the instrument.
Definition of Terms The following terms referred to in this Agreement shall have the following meanings:
