Developed Materials Compliance. Successful Respondent warrants and covenants that Developed Materials and Services shall be free from material errors in operation and performance, shall Comply in all material respects with the applicable documentation and Specifications, shall not infringe the IP Rights of any third party, and shall provide the functions and features and operate in the manner described in Exhibit 1 SOW or otherwise agreed by the Parties (including in the Transition Plan), for the later of one hundred twenty (120) days and the completion of three (3) full production cycles involving such Developed Material. During such warranty period, Successful Respondent shall correct any failure to Comply at no additional charge to DIR and shall use commercially reasonable efforts to do so as expeditiously as possible. In the event that Successful Respondent fails or is unable to repair or replace such nonconforming Developed Material, DIR shall, in addition to any and all other remedies available to it hereunder, be entitled to obtain from Successful Respondent a copy of the source code and/or object code and/or other applicable documentation to such Developed Material, provided that with respect to any such provided source code for Successful Respondent owned Developed Materials, DIR (or its designee) may utilize such source code only for the repair or maintenance of such Successful Respondent owned Developed Material, and/or to facilitate the Termination Assistance Services to be provided by Successful Respondent during the Termination Assistance period (to the extent reasonably necessary for DIR to continue to have Services performed for it pursuant to the terms of this Agreement). The foregoing warranties and covenants will not extend to any failure of any Successful Respondent to Comply attributable to:
Developed Materials Compliance or any Equipment provided by Successful Respondent do not Comply with their applicable documentation and Specifications and/or materially adversely affects the Services provided hereunder, Successful Respondent shall expeditiously repair such Software or Equipment, or replace such Software or Equipment with conforming Software or Equipment.
Developed Materials Compliance. Notwithstanding any additional warranties and covenants provided to Customer in Service Proposal, Service Provider warrants and covenants that Developed Materials shall conform to the applicable specifications or requirements documentation and be free from defects and errors for 90 days following final acceptance by DIR in accordance with Section 4.3 (unless a longer period is specified in the Project Plan) (the “Warranty Period”); provided that to the extent that the functionality of the Work Product relates to a quarterly, semi-annual, or year-end process and such functionality has not been utilized thirty (30) days prior to the expiration of the Warranty Period, the Warranty Period shall extend for such functionality until thirty (30) days following the utilization of such functionality in the production in connection with the applicable quarterly, semi-annual, or year-end process. Any defects discovered during the Warranty Period, including the extension of the Warranty Period set forth in the proviso in the preceding sentence, shall be remediated at no additional cost to DIR (and Service Provider may not use any resources that are part of the Resource Baselines or otherwise paid for by DIR to perform such remediation). Service Provider shall not use any resources that are part of the Resource Baselines or otherwise paid for by DIR to fix defects, errors, or nonconformities caused by Service Provider or Service Provider Agents. For avoidance of doubt, expiration of the Warranty Period shall not relieve Service Provider of its obligations to continue to provide all Services in accordance with the requirements of this Agreement;
Developed Materials Compliance. 15.4.3.1 Supplier warrants and covenants that Developed Materials shall be free from material errors in operation and performance, shall Comply with the applicable documentation and Specifications in all material respects and shall provide the functions and features and operate in the manner described in the applicable Supplement or Schedule 8 or as otherwise agreed by the Parties, for the applicable period after Acceptance as follows:
Developed Materials Compliance. Successful Respondent warrants and covenants that Developed Materials shall be free from material errors in operation and performance, shall Comply in all material respects with the applicable documentation and Specifications, and shall provide the functions and features and operate in the manner described in Exhibit 2.0 Service Model or otherwise agreed by the Parties (including in the Transition Plan), for the period of Successful Respondent’s maintenance responsibilities and until the day that is one hundred twenty (120) days after the end of such maintenance responsibilities involving such Developed Material (the “Warranty Period”). During such Warranty Period, Successful Respondent shall correct any failure to Comply that is identified by DIR in writing during such maintenance period or subsequent Warranty Period, reasonably describing the failure, at no additional charge to DIR and shall use commercially reasonable efforts to do so as expeditiously as possible. In the event that Successful Respondent fails or is unable to repair or replace such nonconforming Developed Material, DIR shall, in addition to any and all other remedies available to it hereunder, be entitled to obtain from Successful Respondent a copy of the source code and/or object code and/or other applicable documentation to such Developed Material, provided that with respect to any such provided source code for Successful Respondent owned Developed Materials, DIR (or its designee) may utilize such source code only for the repair or maintenance of such Successful Respondent owned Developed Material, and/or to facilitate the Termination Assistance Services to be provided by Successful Respondent during the Termination Assistance period (to the extent reasonably necessary for DIR to continue to have Services performed for it pursuant to the terms of this Agreement). The foregoing will not extend to any failure to Comply attributable to (i) any change or modification to the Developed Material not contemplated by this Agreement, performed by Successful Respondent or its Affiliate or Subcontractor, or recommended or approved by Successful Respondent or (ii) DIR operating such Developed Material other than (A) in accordance with the applicable documentation and Specifications, (B) for the purpose(s) contemplated by this Agreement, or (C) on types of hardware contemplated by this Agreement or recommended, supplied or approved by Successful Respondent.
Developed Materials Compliance. Supplier warrants and covenants that Developed Materials shall be free from material errors in operation and performance, shall Comply in all material respects with the Specifications and other criteria set forth in this Agreement, and shall provide the functions and features and operate in the manner described in Schedule E or otherwise agreed by the Parties. Supplier shall correct any Noncompliance and shall use commercially reasonable efforts to do so as expeditiously as possible. In the event that Supplier fails or is unable to repair or replace such any Noncompliance, ABM shall, in addition to any and all other remedies available to it hereunder, be entitled to obtain from Supplier a copy of the source code to such Developed Material, provided that with respect to source code for Supplier owned Developed ABM/IBM Proprietary Information Materials, ABM (or its designee) may utilize such source code only for the repair or maintenance of such Supplier owned Developed Material, and/or to facilitate the Termination Assistance Services to be provided by Supplier during the Termination Assistance period (to the extent reasonably necessary for ABM to continue to have Services performed for it pursuant to the terms of this Agreement). The foregoing will not extend to any Noncompliance attributable to (i) any change or modification to the Developed Material not contemplated by this Agreement or recommended, performed or approved by Supplier or (ii) ABM operating such Developed Material other than (x) in accordance with the applicable documentation and Specifications, (y) for the purpose contemplated by this Agreement, or (z) on types of hardware contemplated by this Agreement or recommended, supplied or approved by Supplier.
Developed Materials Compliance. Vendor warrants and covenants that Developed Materials will Comply with the applicable Specifications in all material respects and provide the functions and features and operate in the manner described in Schedule E to the applicable Services Agreement or otherwise agreed by the Parties. Vendor shall promptly correct any material failure to Comply.
Developed Materials Compliance. Supplier warrants and covenants that Developed Materials that, during the Warranty Period set forth in the applicable Subscription Agreement, Service Description or Statement of Work (or, if none is specified, ninety (90) days after Acceptance), the Developed Materials shall be free from material errors in operation and performance, shall Comply with the applicable documentation and the Specifications in all material respects, and shall provide the functions and features and operate in the manner described in this Agreement or the applicable Subscription Agreement, Service Description or Statement of Work or otherwise agreed by the Parties. During such warranty period, Supplier shall repair, replace or correct any failure to Comply at no additional charge to Allianz and shall do so as expeditiously as possible (provided that, Supplier shall be entitled to be compensated for doing so if and to the extent such failure is caused by misuse by Allianz). In the event that Supplier fails or is unable to repair, replace or correct such nonconforming Developed Materials, Allianz shall, in addition to any and all other TCS AZL Master Effective 1.1.2020 remedies available to it hereunder, be entitled to obtain from Supplier a copy of the source code and/or object code to such Developed Material for the purpose of remedying the non-conformity
Developed Materials Compliance. Supplier warrants and covenants that, during the ninety (90) days immediately following Acceptance (the "Warranty Period"), each Developed Material will be free from material errors in operation and performance, will Comply with the applicable documentation and the Specifications in all material respects and will provide the functions and features and operate in the manner described in this Agreement or otherwise agreed by the Parties. Supplier shall correct any failure to Comply at no additional charge to Hercules and shall use commercially reasonable efforts to do so as expeditiously as possible. In the event that Supplier fails or is unable to repair or replace such nonconforming Developed Material, Hercules shall, in addition to any and all other remedies available to it hereunder, be entitled to obtain from Supplier a copy of the source code and/or object code to such Developed Material. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Developed Materials Compliance. Provider warrants and covenants that Developed Materials will be free from material errors in operation and performance, will Comply with the documentation and the Specifications in all material respects and will provide the functions and features and operate in the manner described in SCHEDULES E or F or otherwise agreed by the Parties for twelve (12) months after the Effective Date or for Developed Materials Accepted after such date, for twelve (12) months following Acceptance of such Developed Materials, unless a different period is agreed by the Parties. Provider shall correct any failure to Comply and shall use commercially reasonable efforts to do so as expeditiously as possible. In the event that Provider fails or is unable to repair or replace such nonconforming Developed Material, Williams shall, in addition to any and all other remedies available to it hereunder, be entitled to obtain from Provider a copy of any source code to such Developed Material to the extent that Provider has the right to make it available; provided, however, that for any Developed Material where Provider will not create source code or Provider does not have the rights to make source code available to Williams in accordance with this Agreement, Provider shall notify Williams of such facts and obtain Williams prior written approval, which Williams may withhold in its reasonable discretion.
