Common use of Product Warranty Clause in Contracts

Product Warranty. Except as may be specified in Section 4.15 of the Company Disclosure Schedule, substantially all of the products manufactured, sold, leased, and delivered by the Company and its Subsidiaries have conformed in all material respects with all applicable contractual commitments and all express and implied warranties, and none of the Company and its Subsidiaries has any material liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) for replacement or repair thereof or other damages in connection therewith, subject only to the reserve for product warranty claims set forth on the face of the Most Recent Company Balance Sheet (rather than in any notes thereto) as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company and its Subsidiaries. Substantially all of the products manufactured, sold, leased, and delivered by the Company and its Subsidiaries are subject to standard terms and conditions of sale or lease. Section 4.15 of the Company Disclosure Schedule includes copies of the standard terms and conditions of sale or lease for each of the Company and its Subsidiaries (containing applicable guaranty, warranty, and indemnity provisions).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Gca I Acquisition Corp), Agreement and Plan of Merger (Gca I Acquisition Corp), Agreement and Plan of Merger (Gca I Acquisition Corp)

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Product Warranty. Except as may be specified in Section 4.15 To the Knowledge of the Company Disclosure ScheduleSeller, substantially all of the products manufactured, sold, leased, and delivered by the Company and its Subsidiaries Acquired Companies have conformed in all material respects with all applicable contractual commitments and all express and implied warranties, and none of the Company and its Subsidiaries Acquired Companies has any known, asserted, or contingent material liability material liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) for replacement or repair thereof or other damages in connection therewith, subject only to the reserve for product warranty claims set forth on the face of the Most Recent Company Balance Sheet most recent balance sheet included in the AC Financial Statements (rather than in any notes thereto) as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company and its SubsidiariesAcquired Companies. Substantially all of the products manufactured, sold, leased, and delivered by the Company and its Subsidiaries Acquired Companies are subject to standard terms and conditions of sale or lease. Section 4.15 of the Company Disclosure Schedule 2.22 attached hereto includes copies of the sample standard terms and conditions of sale or lease for each of the Company and its Subsidiaries Acquired Companies (containing applicable guaranty, warranty, and indemnity provisions).

Appears in 2 contracts

Samples: Stock Purchase Agreement (SecureAlert, Inc.), Stock Purchase Agreement

Product Warranty. Except as may be specified in Section 4.15 of the Company Disclosure Schedule, substantially all of the products Each product manufactured, sold, leased, and licensed or delivered by the Company and or any of its Subsidiaries have conformed has been in all material respects conformity with all applicable contractual commitments and all express and implied warranties, and none of except where the failure to conform would not have a Material Adverse Effect on the Company and its Subsidiaries; and neither the Company nor any of its Subsidiaries has any material liability Liability (whether known and there is no Basis for any present or unknown, whether asserted future action or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or proceeding against any of them giving rise to become dueany Liability) for replacement or repair thereof or other damages in connection therewith, subject only to the reserve for product warranty claims set forth on the face of the Most Recent Company Balance Sheet (rather than in any notes thereto) as adjusted for operations and transactions the passage of time through the Closing Date in accordance with the past custom and practice of the Company and its Subsidiaries. Substantially all Section 4(w) of the products manufactured, sold, leased, and delivered by the Company and its Subsidiaries are subject to standard terms and conditions of sale or lease. Section 4.15 of the Company Disclosure Schedule includes copies of the standard terms and conditions of sale sale, lease or lease license for each of the Company and its Subsidiaries (containing applicable guaranty, warranty, and indemnity provisions). No product manufactured, sold, leased, licensed or delivered by the Company or any of its Subsidiaries is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease set forth in Section 4(w) of the Disclosure Schedule.

Appears in 2 contracts

Samples: Preferred Unit Purchase Agreement (Elandia International Inc.), Preferred Unit Purchase Agreement (Elandia International Inc.)

Product Warranty. Except as may be specified in Section 4.15 of the Company OELC Disclosure Schedule, substantially all of the products manufacturedproduced, distributed, sold, leased, and delivered by the Company OELC and its Subsidiaries have conformed in all material respects with all applicable contractual commitments and all express and implied warranties, and none of the Company OELC and its Subsidiaries has any material liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) for replacement or repair thereof or other damages in connection therewith, subject only to the reserve for product warranty claims set forth on the face of the Most Recent Company OELC Balance Sheet (rather than in any notes thereto) as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company OELC and its Subsidiaries. Substantially all of the products manufacturedproduced, distributed, sold, leased, and delivered by the Company OELC and its Subsidiaries are subject to standard terms and conditions of sale or leasesale. Section 4.15 of the Company OELC Disclosure Schedule includes copies of the standard terms and conditions of sale or lease for each of the Company and its Subsidiaries (containing applicable guaranty, warranty, and indemnity provisions).

Appears in 1 contract

Samples: Share Exchange Agreement (Alas Aviation Corp.)

Product Warranty. Except as may be specified in Section 4.15 5.15(a) of the Company ESCT Disclosure Schedule, substantially all of the products manufactured, sold, leased, and delivered by the Company ESCT and its Subsidiaries have conformed in all material respects with all applicable contractual commitments and all express and implied warranties, and none of the Company ESCT and its Subsidiaries has any material liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) for replacement or repair thereof or other damages in connection therewith, subject only to the reserve for product warranty claims set forth on the face of in the Most Recent Company ESCT Balance Sheet (rather than in as distinct from any notes thereto) as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company ESCT and its Subsidiaries. Substantially all of the products manufactured, sold, leased, and delivered by the Company ESCT and its Subsidiaries are subject to standard terms and conditions of sale or lease. Section 4.15 5.15(b) of the Company ESCT Disclosure Schedule includes copies of the standard terms and conditions of sale or lease for each of the Company ESCT and its Subsidiaries (containing applicable guaranty, warranty, and indemnity provisions).

Appears in 1 contract

Samples: Employment Agreement (Findex Com Inc)

Product Warranty. Except as may be specified in Section 4.15 of the Company Disclosure Schedule, substantially Substantially all of the products manufactured, sold, leased, and delivered by the Company and its Subsidiaries have conformed in all material respects with all applicable contractual commitments and all express and implied warranties, and none of the Company and its Subsidiaries has any material liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) for replacement or repair thereof or other damages in connection therewith, subject only to the reserve for product warranty claims set forth on the face of the Most Recent Company Balance Sheet (rather than in any notes thereto) as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company and its Subsidiaries. Substantially all of the products manufactured, sold, leased, and delivered by the Company and its Subsidiaries are subject to standard terms and conditions of sale or lease. Section 4.15 3.2(t) of the Company Disclosure Schedule includes copies of the standard terms and conditions of sale or lease for each of the Company and its Subsidiaries (containing applicable guaranty, warranty, and indemnity provisions).

Appears in 1 contract

Samples: Stock Purchase Agreement (Hartley Controls Corp)

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Product Warranty. Except as may be specified in Section 4.15 7.15(a) of the Company FIND Disclosure Schedule, substantially all of the products manufactured, sold, leased, and delivered by the Company FIND and its Subsidiaries have conformed in all material respects with all applicable contractual commitments and all express and implied warranties, and none of the Company FIND and its Subsidiaries has any material liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) for replacement or repair thereof or other damages in connection therewith, subject only to the reserve for product warranty claims set forth on the face of in the Most Recent Company FIND Balance Sheet (rather than in as distinct from any notes thereto) as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company FIND and its Subsidiaries. Substantially all of the products manufactured, sold, leased, and delivered by the Company FIND and its Subsidiaries are subject to standard terms and conditions of sale or lease. Section 4.15 7.15(b) of the Company FIND Disclosure Schedule includes copies of the standard terms and conditions of sale or lease for each of the Company FIND and its Subsidiaries (containing applicable guaranty, warranty, and indemnity provisions).

Appears in 1 contract

Samples: Employment Agreement (Findex Com Inc)

Product Warranty. Except as may be specified in Section 4.15 of the Company Disclosure Schedule, substantially all All of the products manufactured, sold, leased, and delivered by the Company and its Subsidiaries have conformed in all material respects with all applicable contractual commitments and all express and implied warranties, and except as set forth on the attached PRODUCT WARRANTY SCHEDULE, none of the Company and its Subsidiaries has any material liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) for replacement or repair thereof or other damages in connection therewith, subject only to the reserve for product warranty claims set forth on the face of the Most Recent Company Latest Balance Sheet (rather than in any notes thereto) as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company and its Subsidiaries. Substantially all All of the products manufactured, sold, leased, and delivered by the Company and its Subsidiaries are subject to standard terms and conditions of sale or lease. Section 4.15 of the Company Disclosure Schedule The PRODUCT WARRANTY SCHEDULE includes copies of the standard terms and conditions of sale or lease for each of the Company and its Subsidiaries (containing applicable guaranty, warranty, and indemnity provisions).

Appears in 1 contract

Samples: Purchase Agreement (Appnet Systems Inc)

Product Warranty. Except as may be specified in Section 4.15 of the Company Disclosure Schedule, substantially Substantially all of the products manufactured, sold, leased, and delivered by the Company and its Subsidiaries have conformed in all material respects with all applicable contractual commitments and all express and implied warranties, and none of the Company and its Subsidiaries has any material liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) for replacement or repair thereof or other damages in connection therewith, subject only to the reserve for product warranty claims set forth on the face of the Most Recent Company Balance Sheet (rather than in any notes thereto) as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company and its SubsidiariesSubsidiaries and in accordance with the accounting principles set forth in Section 2.4(e). Substantially all of the products manufactured, sold, leased, and delivered by the Company and or any of its Subsidiaries are subject to standard terms and conditions of sale or lease. Section 4.15 3.2(t) of the Company Disclosure Schedule includes copies of the standard terms and conditions of sale or lease for each of the Company and any of its Subsidiaries (containing applicable guaranty, warranty, and indemnity provisions).

Appears in 1 contract

Samples: Stock Purchase Agreement (Stryker Machining Facility Co)

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