Acquired Materials definition

Acquired Materials means any and all hardware, testers, equipment, tooling, molds, software (and related documentation), components, parts or other materials purchased or developed by SUPPLIER and paid for or reimbursed by BUYER. As applicable, to the extent necessary to meet the highest quality standards, SUPPLIER agrees to perform routine repair, calibration and maintenance on Acquired Materials at its sole cost and expense. BUYER agrees to reimburse any costs incurred by SUPPLIER for calibration and maintenance SUPPLIER has performed by third party vendors on Acquired Materials.
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Acquired Materials shall have the meaning set forth in Section 2.1(a).
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Examples of Acquired Materials in a sentence

  • There are no pending actions, suits, proceedings, hearings, investigations, claims, demands or notices relating to the Acquired Materials or Licensed Technology alleging any failure to so comply.

  • If Licensee determines that all or a portion of the Acquired Materials are currently stored in a location suitable to Licensee to access and use all or a portion of the Acquired Materials, Licensee may elect at its sole discretion to maintain storage of all or a portion of the Acquired Materials.

  • Licensor nor its respective contract manufacturers with respect to the Acquired Materials has not received during the five (5) year prior to the Execution Date any communication from a Governmental Entity that alleges violation of any applicable Laws with respect to such Acquired Materials.

  • There are no material claims currently made or pending against any of the insurance policies of Licensor or its Affiliates relating to the Acquired Materials.

  • Licensee may offset any amounts to which it is entitled under the terms of this Agreement against amounts otherwise payable by it under this Agreement, including without limitation against the Acquired Materials Purchase Price, Up-Front Payments and the Royalty Payments.

  • With the exception of the Acquired Contracts but otherwise notwithstanding anything to the contrary contained herein, neither Licensee nor any of its Affiliates shall assume any Liabilities of Licensor or any of their Affiliates (whether or not related to the Acquired Materials or Licensed Technology) (the “Excluded Liabilities”).

  • Within thirty (30) days of the execution of this Agreement, any purchased Acquired Materials shall be delivered to a location designated by Licensee; provided that, Licensee bear the cost and all risks relating to the delivery of any such products and materials.

  • Licensor has at all times maintained product liability and other insurance coverages reasonable for the Acquired Materials with commercially reasonable policy coverages and limits, consistent with those customarily maintained in the industry for the Acquired Materials.

  • There are no citations, decisions, adjudications or written statements by any Regulatory Authority or consent decrees stating that any of the Acquired Materials or Licensed Technology are defective or unsafe or fails to meet any standards promulgated by any such Regulatory Authority and, to Licensor’s Knowledge, there is no basis for any such citation, decision, adjudication, statement or consent decree.

  • Except as set forth in Schedule 4.7, there is no lawsuit or other Legal Proceeding pending or, to Licensor’s Knowledge, being threatened against Licensor or any of its Affiliates as of the date of this Agreement that (a) involves the Acquired Materials or the Licensed Technology; or (b) challenges, or may have the effect or preventing, delaying, making illegal or otherwise interfering with, the sale of the Acquired Materials or Licensed Technology or any of the transactions contemplated by this Agreement.