Assumed Warranty Liabilities definition

Assumed Warranty Liabilities has the meaning set forth in Section 2.3(a)(v).
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Assumed Warranty Liabilities all pursuant to and upon the terms and conditions of the Assignment and Assumption Agreement in the form attached to this Agreement as Exhibit “A” (the “Assignment and Assumption Agreement” and the liabilities assumed, the “Assumed Liabilities”). The Assignment and Assumption Agreement shall be executed and delivered by Seller and Acquisition Sub concurrently with the execution of this Agreement. Acquisition Sub will timely and fully satisfy all of the Assumed Liabilities when and as they become due.
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Assumed Warranty Liabilities is defined in Section 1.3(b).
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Examples of Assumed Warranty Liabilities in a sentence

  • Any claims by the Buyer Indemnified Persons with respect to the Assumed Warranty Liabilities shall, in addition to the procedures set forth in this Article X, be subject to the procedures set forth in Schedule 10.5(f).

  • After the Closing, Buyer shall notify Appointed Agent of its receipt of any claim asserting warranty obligations arising from or involving Products/Services that do not constitute Assumed Warranty Liabilities (collectively, “Other Warranty”).

  • After the Closing Date, the Seller shall at its cost resolve any claims arising from the Seller's or a member of the Seller Group's sale of products prior to the Closing Date (other than in respect of Assumed Warranty Liabilities).

  • Once Phase B is complete and customer acceptance has been granted, Seller shall assign the Blue Avnet Contract to the Company and the warranty provisions thereunder shall constitute Assumed Warranty Liabilities subject to Seller transferring to the Company for no additional consideration an amount equivalent to the warranty provision which Seller would otherwise have been required to make under GAAP.

  • After the Closing, Buyer shall notify Appointed Agent of the receipt by Buyer of any claim asserting warranty obligations arising from or involving Products/Services that do not constitute Assumed Warranty Liabilities (collectively, “Other Warranty”).

  • Any Liability of Company for contractual warranty obligations pursuant to Company's product warranties relating to any Product manufactured at the Facility ("Assumed Warranty Liabilities").

  • After the Closing, Buyer shall notify the Shareholders of the receipt by Buyer of any claim asserting warranty obligations arising from or involving Products/Services that do not constitute Assumed Warranty Liabilities (collectively, “Other Warranty”).

  • To the Knowledge of the Sellers, none of the Assumed Warranty Liabilities provide for the payment of special, incidental, consequential, punitive or other monetary damages, and each such Assumed Warranty Liability provides for repair or replacement of the defective product as the sole remedy available to the warranty holder.

  • The Seller shall handle such claims (excluding those claims giving rise to Assumed Warranty Liabilities) in a commercially reasonable manner and reasonably cooperate with the Purchaser in regard to any such claim made by a customer of the Purchaser, provided that the ultimate resolution of such claim shall, unless the Purchaser has agreed in its sole discretion to pay or otherwise resolve such claim, remain with the Seller.


More Definitions of Assumed Warranty Liabilities

Assumed Warranty Liabilities means those Liabilities of the Company to correct incorrect data or otherwise replace or re-perform Products/Services sold by the Company on or before the Closing Date of the type sold by the Company as of the Closing Date, to the extent required and limited by the written warranties for such Products/Services set forth in Schedule 3.21(a) given by the Company in the ordinary course of the Business, but excluding: (A) all indirect, consequential and incidental damages or other Liabilities incidental to the failure of the Company’s products and/or services to conform to the applicable warranties; (B) all Liabilities arising from, caused by or arising out of any actual or alleged defective design in any product or service that was made, designed, manufactured, assembled, installed, sold, leased or licensed prior to the Closing (whether or not any such products are shipped before or after the Closing); and (C) all Liabilities related to any service level credits required to be provided to any Person by the Business and/or Buyer any time after the Closing as a result of the Business’ or the Company’s failure to meet service level commitments or other similar performance commitments or obligations of the Business and/or the Company, or for any other reason, with respect to any period of time prior to the Closing Date.
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Assumed Warranty Liabilities means those Liabilities of the Company to correct incorrect data or otherwise replace or re-perform Services sold by the Company on or before the Closing Date of the type sold by the Company as of the Closing Date, to the extent required and limited by the written warranties for such Services set forth in Schedule 3.21(a) given by the Company in the ordinary course of the Business, but excluding (A) all indirect, consequential and incidental damages or other Liabilities incidental to the failure of the Company’s services to conform to the applicable warranties and (B) all Liabilities arising from, caused by or arising out of any service that was performed by the Company prior to the passing of a reasonable period of time after the Closing in which Buyer could take action to correct any actual or alleged defective data or service after such actual or alleged defect in the data or service provided by the Company became known to Buyer.
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Assumed Warranty Liabilities. As defined in Section 2.3.4.
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Related to Assumed Warranty Liabilities

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Third Party Liability has the meaning ascribed thereto in Section 8.3.2;

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Product Liabilities means any Liability arising out of, relating to or resulting from actual or alleged harm, injury, damage or death to persons in connection with the use of any product (including in any clinical trial or study);

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

  • Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

  • Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.

  • Pre-Closing Environmental Liabilities means any Environmental Liabilities to the extent arising out of the ownership, operation or condition of any of the Business or the Real Property on or at any time prior to the Closing Date.

  • Environmental Costs and Liabilities means any and all losses, liabilities, obligations, damages, fines, penalties, judgments, actions, claims, costs and expenses (including, without limitation, fees, disbursements and expenses of legal counsel, experts, engineers and consultants and the costs of investigation and feasibility studies and remedial activities) arising from or under any Environmental Law or order or contract with any Governmental Authority or any other Person.

  • Liabilities means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

  • Environmental, Health and Safety Liabilities means any cost, damages, expense, liability, obligation, or other responsibility arising from or under Environmental Law or Occupational Safety and Health Law and consisting of or relating to:

  • Covered Liabilities as defined in Subsection 11.21.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Liabilities and Costs means all claims, judgments, liabilities, obligations, responsibilities, losses, damages (including lost profits), punitive or treble damages, costs, disbursements and expenses (including, without limitation, reasonable attorneys’, experts’ and consulting fees and costs of investigation and feasibility studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future.

  • Environmental Liabilities and Costs means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Environmental Liabilities means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Seller Obligations means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).

  • Retained Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates arising out of or relating to operations or activities that are not primarily related to the Business, whether arising or related to the period before or after Closing.