Return Authorizations Sample Clauses

Return Authorizations. All Products shall be deemed irrevocably accepted by NovaBay upon receipt.
Sample 1
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Return Authorizations. All Products shall be deemed irrevocably accepted by Pioneer upon receipt. Notwithstanding the foregoing, Pioneer may submit a warranty claim for any Product that do not conform to the limited warranty granted to Pioneer in accordance with Section 9.1 by requesting a return authorization for any Product from NBY by mail, e-mail or telefax with a proper explanation of the alleged defect. Within ten (10) days of Pioneer’s receipt of such a return authorization, the Product should be returned to NBY with freight prepaid by Pioneer. The party shipping Product pursuant to this Section 3.5 shall bear the entire risk of loss for Product during shipment. NBY shall reimburse Pioneer for any costs of transportation incurred by Pioneer in connection with the proper return to NBY of non-conforming Product. In the case of improperly returned Product, Pioneer shall pay transportation charges in both directions. Except as provided in this Section 3.5, all Product delivered under this Agreement are non-returnable.
Sample 1
Return Authorizations. All PEDD Devices shall be deemed accepted by NewCo upon receipt. Notwithstanding the foregoing, NewCo may submit a warranty claim for any PEDD Devices that do not conform to the limited warranty granted to NewCo in accordance with Section 2.26 by requesting a return authorization from TriSalus by mail, facsimile, email or other electronic means with an explanation of the alleged defect. Within ten (10) days of NewCo’s receipt of such a return authorization, NewCo shall return such PEDD Devices to TriSalus with freight prepaid and bear the risk of loss during shipment. TriSalus shall reimburse NewCo for any costs of transportation incurred by NewCo in connection with the proper return to TriSalus of defective or non-conforming PEDD Devices. In addition, TriSalus shall exchange free of charge any PEDD Devices that are determined to be defective or non-conforming and which, therefore, do not comply with the TriSalus Limited Warranty (as set forth in Section 2.26). TriSalus’ shall abide by its policy in the determination of a defective or non-conforming product and procedures for return of such products as attached to this Agreement as Exhibit 2.10. In the case of improperly returned PEDD Devices, NewCo shall pay transportation charges in both directions. TriSalus’ determination as to whether PEDD Devices are defective or non-conforming shall be binding on the Parties. Except as provided in this Section 2.10, all PEDD Devices delivered under this Agreement are non-returnable.
Sample 1
Return Authorizations. The Distributor shall inspect all received Products. The Distributor shall submit a claim for Products that do not conform to the Product Warranty (as defined in Section 7.3) or that were shipped in error (“Non-Conforming Products”) by requesting a returned materials authorization (“RMA”) from Lucira with an explanation of the alleged warranty breach or shipping error prior to that date. Upon receipt of any such request, Lucira shall deliver an RMA to Distributor. The Distributor may not return Products to Lucira without having obtained an RMA. Within [****] after Distributor’s receipt of an RMA from Lucira, the Distributor shall return the applicable Products (“Returned Products”) together with the RMA to Lucira [****] in accordance with Lucira’s instructions (including without limitation as to delivery location, packing of the Product, method of shipment and carrier). Title to Returned Products and risk of loss shall pass to Lucira at the time of delivery of the Products to such location. The Distributor shall pay all Shipping Costs in connection with the delivery of Returned Products. If Lucira determines that the Returned Products are Non-Conforming Products, then as the Distributor’s sole remedy and Lucira’s sole and exclusive liability with respect to the Non-Conforming Products, Lucira shall, at Lucira’s sole discretion and within a commercially reasonable timeframe, [****]. If Lucira determines that the Returned Products are conforming, then Lucira may retain the Returned Products and [****]. Any dispute between the Parties as to whether a Product is a Non-Conforming Product shall be determined in accordance with Section 11.7.
Sample 1
Return Authorizations. If a Vendor return authorization is first required by either party prior to Dealer's return of Product to Vendor, Vendor agrees to provide such return authorization to Dealer within forty-eight (48) hours of Dealer's request. Vendor shall allow delivery of return Product as of the day the return authorization is issued to Dealer. If Vendor requires that Dealer make an appointment to deliver returned Product, such appointment will be provided by Vendor within three (3) days of the carrier's expected arrival time. If Vendor receives Product from Dealer that Vendor believes is non-returnable, Vendor will return such Product to Dealer's originating Product returns location within ninety (90) days of Vendor's determination and the shipment cartons must reference the original return shipment's return authorization or return-to-vendor number. Product returned to Vendor shall be delivered in their original, undamaged containers, except that Vendor shall not consider a container with a removed UPC to be damaged for purposes of calculating the return credit if such UPC was removed by an end-user in connection with a Vendor-sponsored rebate offer.
Sample 1
Return Authorizations. All Products shall be deemed irrevocably accepted by Pioneer upon receipt. Notwithstanding the foregoing, Pioneer may submit a warranty claim for any Product that do not conform to the limited warranty granted to Pioneer in accordance with Section 9(a) by requesting a return authorization for any Product from NBY by mail, e-mail or telefax with a proper explanation of the alleged defect. Within ten (10) days of Pioneer’s receipt of such a return authorization, the Product should be returned to NBY with freight prepaid by Pioneer. The party shipping Product pursuant to this Section (e) shall bear the entire risk of loss for Product during shipment. NBY shall reimburse Pioneer for any costs of transportation incurred by Pioneer in connection with the proper return to NBY of non-conforming Product. In the case of improperly returned Product, Pioneer shall pay transportation charges in both directions. Except as provided in this Section (e), all Product delivered under this Agreement are non-returnable. ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. CONFIDENTIAL TREATMENT REQUESTED BY NOVABAY PHARMACEUTICALS, INC.
Sample 1

Related to Return Authorizations

  • Organization; Authorization The Holder is duly organized, validly existing and in good standing under the laws of its state of formation and has the requisite organizational power and authority to enter into and perform its obligations under this Agreement.

  • Maintain Authorizations It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

  • Due Organization, Authorization Power and Authority. Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Borrower and each of its Subsidiaries has delivered to Collateral Agent a completed perfection certificate signed by an officer of Borrower or such Subsidiary (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). Borrower represents and warrants that (a) Borrower and each of its Subsidiaries’ exact legal name is that which is indicated on its respective Perfection Certificate and on the signature page of each Loan Document to which it is a party; (b) Borrower and each of its Subsidiaries is an organization of the type and is organized in the jurisdiction set forth on its respective Perfection Certificate; (c) each Perfection Certificate accurately sets forth each of Borrower’s and its Subsidiaries’ organizational identification number or accurately states that Borrower or such Subsidiary has none; (d) each Perfection Certificate accurately sets forth Borrower’s and each of its Subsidiaries’ place of business, or, if more than one, its chief executive office as well as Borrower’s and each of its Subsidiaries’ mailing address (if different than its chief executive office); (e) Borrower and each of its Subsidiaries (and each of its respective predecessors) have not, in the past five (5) years, changed its jurisdiction of organization, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificates pertaining to Borrower and each of its Subsidiaries, is accurate and complete (it being understood and agreed that Borrower and each of its Subsidiaries may from time to time update certain information in the Perfection Certificates (including the information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions in this Agreement); such updated Perfection Certificates subject to the review and approval of Collateral Agent. If Borrower or any of its Subsidiaries is not now a Registered Organization but later becomes one, Borrower shall notify Collateral Agent of such occurrence and provide Collateral Agent with such Person’s organizational identification number within five (5) Business Days of receiving such organizational identification number. The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or such Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or such Subsidiary, or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default under any material agreement by which Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Borrower nor any of its Subsidiaries is in default under any agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

  • Corporation Authorization The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent.

  • Incorporation; Authorization; Etc Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has full corporate power to execute and deliver this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of Parent’s and Merger Sub’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other proceedings on the part of Parent and Merger Sub, their respective Boards of Directors and their respective stockholders or members. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (a) violate any provision of the charter or by-laws or similar organizational instrument of Parent, Merger Sub or any of their respective Subsidiaries, or (b) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien upon any of Parent’s, Merger Sub’s or any of their respective Subsidiaries’ assets or properties pursuant to, any Lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Parent, Merger Sub or any of their respective Subsidiaries is a party or by which Parent, Merger Sub or any of their respective Subsidiaries is bound. This Agreement has been duly executed and delivered by Parent and Merger Sub, and, assuming the due execution hereof by the Company, this Agreement constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity).

  • Required Authorizations BUYER shall obtain and procure all necessary corporate and other approvals and authorizations, if any, required on its part to enable it to fully perform all obligations imposed on it hereunder which must be performed by it at or prior to the Closing.

  • Compliance with Law; Authorizations The Company has complied with ----------------------------------- each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign ("Regulations"), to which the Company's business, operations, assets or properties is subject. The Company owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, permits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by it in the conduct of its business, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. All such Authorizations are listed and described on Schedule 5.22. ------------- The Company is not in default and has not received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby. No director, officer, employee or former employee of the Company or any affiliates of the Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company owns, possesses or uses in the operation of its business as now or previously conducted.

  • Authorizations Evidence that the execution, delivery and performance by the Borrower of this Agreement and any instrument or agreement required under this Agreement have been duly authorized.

  • Maintain Authorisations It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

  • Government Authorizations No Consent of, with or to any Governmental Authority is required to be obtained or made by or with respect to Buyer or any of its Affiliates in connection with the execution and delivery of this Agreement and the other Transaction Documents by Buyer or the consummation by Buyer of the transactions contemplated hereby and thereby, except for (a) required filings under the HSR Act, (b) as set forth on Section 5.4 of the Buyer Disclosure Schedule, and (c) Consents not required to be made or given until after Closing.

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