No Defects. To the knowledge of the Company, the software included in the Company Products is free from material defects and bugs, and substantially conforms to the applicable specifications and documentation. The Company has used commercially reasonable efforts to ensure that the software included in the Company Products does not contain, and to the knowledge of the Company, such software does not and shall not contain, (a) any clock, timer, counter, or other limiting or disabling code, design, routine, or any viruses, Trojan horses, or other disabling or disruptive codes or commands that would cause such software to be erased, made inoperable, or otherwise rendered incapable of performing in accordance with its performance specifications and descriptions or otherwise limit or restrict the Company’s or any person’s ability to use such software or the Company Products, including after a specific or random number of years or copies, other than in each case any disabling or disruptive codes or commands which were purposefully placed there by the Company to control the use by customers of the Company Products beyond use limitations communicated to customers, or (b) any back doors or other undocumented access mechanism allowing unauthorized access to, and viewing, manipulation, modification, or other changes to, such software.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (890 5th Avenue Partners, Inc.), Membership Interest Purchase Agreement (890 5th Avenue Partners, Inc.)
No Defects. To the knowledge of the Company, the software included in the The Company Products is and the Acquired Companies’ Proprietary Information and Technology are free from material defects and bugs, and substantially conforms to the applicable specifications specifications, documentation, and documentationsamples therefor. The Company has used commercially reasonable efforts to ensure that the software included in the Company Products does not contain, and to the knowledge of the Company, such software does Acquired Companies’ Proprietary Information and Technology do not and shall will not contain, contain (a) any clock, timer, counter, or other limiting or disabling code, design, routine, or any viruses, Trojan horses, or other disabling or disruptive codes or commands that would cause such software to be erased, made inoperable, or otherwise rendered incapable of performing in accordance with its performance specifications and descriptions or otherwise limit or restrict the any Acquired Company’s or any personPerson’s ability to use such software or the Company Products, including after a specific or random number of years or copies, other than in each case any disabling or disruptive codes or commands which were purposefully placed there by the Company to control the use by customers of the Company Products beyond use limitations communicated to customers, Product or (b) any back doors or other undocumented access mechanism allowing unauthorized access to, and viewing, manipulation, modification, or other changes to, such softwaresoftware or Company Product.
Appears in 1 contract