Product Claims and Returns. Sellers shall be responsible for customer claims relating to services rendered by the Company prior to the Closing Date, and customer claims relating to, or returns of, products of the Company sold and shipped by the Company prior to the Closing Date or in the finished goods inventory of the Company as of the Closing Date. If a customer makes a claim or seeks a return and, in the judgment of the then management of the Company the claim or return is proper, the Company shall replace or repair, as the case may be, the services rendered or product purchased at the Company's then generally prevailing prices and labor rates. Such repairs or returns shall be for the account of Sellers who shall promptly reimburse Holdings for the amounts thereof in excess of reserves for such items included in the Balance Sheet.
Product Claims and Returns. Seller shall be responsible for customer -------------------------- claims relating to services rendered by Seller prior to the Closing Date, and customer claims relating to, or returns of, products of Seller which (a) were sold and shipped by the Seller prior to the Closing Date, (b) were in the finished goods inventory of the Seller as of the Closing Date, or (c) were work in process and more than fifty percent (50%) completed by the Closing Date. If a customer makes a claim or seeks a return and, in the judgment of the Buyer, the Claim or return is proper, Buyer shall replace or repair, as the case may be, the services rendered or product purchased at the Buyer's then generally prevailing prices and labor rates. Such repairs or returns shall be for the account of Seller and Seller shall promptly reimburse Buyer, for the amounts thereof in excess of reserves for such items included in the Closing Balance Sheet. Notwithstanding anything in this Section 10.8 to the contrary, Seller shall not be required to reimburse Buyer, with respect to warranty claims and returns incurred in any fiscal quarter ending after the Closing Date until Buyer has incurred of warranty claims or returns in an amount equal to the claims and returns incurred during the three month period ended February 28, 1997, and then only for returns or claims in excess of such amount. Such reimbursement shall be in immediately available funds.
Product Claims and Returns. In the event that returns, rebates or other contract pricing relating to sales of Product Line products made by the Seller prior to the Closing Date exceed the levels set forth on Schedule 2.8 hereto, the Buyer shall indemnify the Seller from such liabilities unless such returns, rebates or other contract pricing are the result of (i) one or more recalls affecting Product Line products or (ii) the failure of any Product Line products to conform with applicable specifications.
Product Claims and Returns. The Seller shall be responsible -------------------------- for customer claims relating to services rendered by the Seller prior to the Closing Date, and customer claims relating to, or returns of, products of the Seller which (a) were sold and shipped by the Seller prior to the Closing Date, (b) were in the finished goods inventory of the Seller as of the Closing Date, or (c) were work in process and more than fifty percent (50%) completed by the Closing Date. If a customer makes a claim or seeks a return and, in the judgment of the Buyer, the claim or return is proper, Buyer shall replace or repair, as the case may be, the services rendered or product purchased at the Buyer's then generally prevailing prices and labor rates. Such repairs or returns shall be for the account of the Seller and the Seller shall promptly reimburse Buyer for the amounts thereof in excess of reserves for such items included in the Closing Balance Sheet.
Product Claims and Returns. Sellers shall be responsible for customer claims relating to services rendered by the ADCM Companies prior to the Closing Date, and customer claims relating to, or returns of, products of the ADCM Companies sold and shipped by the ADCM Companies prior to the Closing Date or in the finished goods inventory of the ADCM Companies as of the Closing Date to the extent that such claims and returns are in excess of the respective historical percentages for claims and returns set forth below. The historical percentage for claims and returns of motors which have not been incorporated into a finished product ("OE Returns") is .23%, such percentage being determined by dividing the number of OE Returns in a calendar year by the total number of motors sold by the ADCM Companies in that calendar year. The historical percentage for claims and returns of motors which have been incorporated into a finished product ("Warranty Returns") is .25%, which percentage is determined by dividing the number of Warranty Returns in a calendar year by the number of motors sold by the ADCM Companies in that calendar year. If a customer makes a claim or seeks a return and such claim or return is proper in the judgment of the then management of the appropriate ADCM Company which received the submitted claim or return, then the appropriate ADCM Company shall replace or repair, as the case may be, the services rendered or product purchased at the appropriate ADCM Company's then generally prevailing prices and labor rates. Such repairs or returns shall be for the account of Sellers who shall promptly reimburse Holdings for the amounts thereof in excess of reserves for such items included in the Closing Date Balance Sheet.
Product Claims and Returns. Seller shall be responsible for customer claims relating to services rendered by Seller prior to the Closing Date, and customer claims relating to, or returns of, the Seller's software product formerly known as Sledgehammer 6 and all other products of Seller which (a) were sold and shipped by the Seller prior to the Closing Date or (b) were in the finished goods inventory of the Seller as of the Closing Date. If a customer makes a claim or seeks a return and, in the reasonable judgment of the Buyer, the claim or return is proper, Buyer shall replace or repair, as the case may be, the services rendered or product purchased at the Buyer's then generally prevailing prices and labor rates.
Product Claims and Returns. Seller shall be responsible for --------------------------- customer claims relating to services rendered by Seller prior to the Closing Date, and customer claims relating to, or returns of, products of Seller sold and shipped by Seller prior to the Closing Date or in the finished goods inventory of Seller as of the Closing Date.
Product Claims and Returns. 31 15.8 Adjustments.......................................................32 15.9 Taxes.............................................................32 15.10 Cooperation in Litigation.........................................32 15.11 Discount on Sales of R&D Products to Genzyme......................32
Product Claims and Returns. Genzyme shall, for a period of six months following the Closing, continue to be responsible for customer claims relating to services rendered by Genzyme prior to the date of Closing, and customer claims relating to, or returns of, products of Genzyme sold and shipped by Genzyme prior to the date of Closing. If a customer makes a claim or seeks a return after such six month period and, in the reasonable judgment of R&D the claim or return is proper, R&D may replace or repair, as the case may be, the services rendered or product purchased at R&D, at then generally prevailing prices and labor rates. Provided that R&D has obtained the prior consent of Genzyme, which consent shall not be unreasonably withheld, Genzyme shall reimburse R&D for the cost of such repairs or returns.
Product Claims and Returns. The Seller shall be responsible for customer claims relating to services rendered by Seller, and customer claims relating to, or returns of, products of the Seller which were sold and shipped by the Seller.
