RIGHT TO PERFORM SERVICES; NO INFRINGEMENT Sample Clauses

RIGHT TO PERFORM SERVICES; NO INFRINGEMENT. SunGard warrants to Customer that it has the full legal right to use the System to provide the System Services in accordance with this Agreement, and that the System Services and Documentation, in the form delivered to Customer by SunGard and when properly used for the purpose and in the manner specifically authorized by this Agreement, do not infringe in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. SunGard shall reimburse Customer for any damages finally awarded against and paid by Customer to the extent attributable to a violation of the foregoing warranty. SunGard shall have no liability under this Section 6.2 unless Customer gives written notice to SunGard (in accordance with Section 9.1) within ten (10) days after any applicable -------------------------------------------------------------------------------- -6- Proprietary and Confidential infringement claim is initiated against Customer and allows SunGard to have sole control of the defense or settlement of the claim. If any applicable infringement claim is initiated, or in SunGard's sole opinion is likely to be initiated, against Customer or SunGard, then SunGard shall have the option, at its expense, to:
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RIGHT TO PERFORM SERVICES; NO INFRINGEMENT. (a) Citi warrants to the Company that Citi has been authorized by STN to grant the Company the limited right under this Agreement to use the reports generated by the Licensed System provided by Citi to the Company, as permitted under this Agreement, and that STN has warranted to Citi that the format of such reports when properly used for the purpose and in the manner specifically authorized by this Agreement does not infringe in any material respect upon any United States patent, trade mxxx, service mxxx or copyright rights, or any trade secret, or other proprietary rights of any person. The Company acknowledges that STN has no obligation to defend, indemnify or hold the Company harmless from and against any and all liabilities, damages, awards, settlements, losses, claim and expenses, including reasonable attorney fees and expenses and costs of investigation (collectively, “Damages”) to the extent attributable to a violation of the foregoing warranty, however, Citi may share with the Company any amounts finally awarded by a court or agreed to in settlement by Citi that are intended to reimburse Citi and/or the Company for its Damages as a result of a violation of the foregoing warranty. Citi shall have no liability or obligation under this Section unless the Company gives written notice to Citi within ten (10) days (provided that later notice shall relieve Citi of its liability and obligations under this Section only to the extent that STN or Citi is prejudiced by such later notice) after any applicable infringement claim, action or proceeding is initiated against the Company. The Company shall allow Citi or STN, if STN so desires, at STN’s sole option, to have sole control of the defense and all settlement discussions regarding the claim, action or proceeding; provided, however, that the Company may, at its option and expense, participate and appear with Citi or STN, as the case may be, in such claim, action or proceeding. Citi or STN, as applicable, in defending any such claim, action or proceeding, except with the written consent of the Company, shall not consent to entry of any judgment or enter into any settlement which (i) does not include, as an unconditional term, the grant by the claimant to the Company a release of all liabilities (and does not impose any responsibility or obligation upon the Company with the exception of actions required to cure any infringement, the cost of which if any, shall not be borne by the Company) in respect to such cl...
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RIGHT TO PERFORM SERVICES; NO INFRINGEMENT. SunGard warrants to Customer that Customer has the full legal right to use the System, and that SunGard has the full legal right to provide the System, System Services, Software and Documentation, in accordance with this Agreement, and that the System, System Services, Software and Documentation, in the form delivered to Customer by SunGard and when properly used for the purpose and in the manner authorized by this Agreement, do not infringe in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. SunGard shall defend and indemnify Customer and Customer's affiliates, agents and employees against any third party claim to the extent attributable to a breach or violation of the foregoing warranty. SunGard shall have no liability or obligation under this Section 6.2 unless Customer gives written notice to SunGard within ten (10) days (provided that later notice shall relieve SunGard of its liability and obligations under this Section 6.2 only to the extent that SunGard is prejudiced by such later notice) after any applicable infringement claim is initiated against Customer and allows SunGard to have sole control of the defense or settlement of the claim. Subject to Customer's termination rights under Section 8, the remedies provided in this Section 6.2 are the sole remedies for a breach of the warranty contained in this Section 6.2. If any applicable infringement claim is initiated, or in SunGard's sole opinion is likely to be initiated, then SunGard shall have the option, at its expense, to:
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Related to RIGHT TO PERFORM SERVICES; NO INFRINGEMENT

  • Right to Perform If Tenant shall fail to pay any sum of money, other than Base Rent or Additional Rent, required to be paid by it under this Lease or shall fail to perform any other act on its part to be performed under this Lease, and such failure shall continue for ten (10) Business Days after notice of such failure by Landlord, or such shorter time if reasonable under the circumstances, Landlord may, but shall not be obligated to, and without waiving or releasing Tenant from any obligations of Tenant, make such payment or perform such other act on Tenant's part to be made or performed as provided in this Lease. Landlord shall have (in addition to any other right or remedy of Landlord) the same rights and remedies in the event of the nonpayment of sums due under this paragraph as in the case of default by Tenant in the payment of Base Rent.

  • Data Necessary to Perform Services The Trust or its agent shall furnish to USBFS the data necessary to perform the services described herein at such times and in such form as mutually agreed upon.

  • RIGHT TO PERFORM FOR LESSEE If Lessee (i) fails to make any payment of Rent required to be made by it hereunder or (ii) fails to perform or comply with any of its agreements contained herein and such failure continues for a period of thirty days after written notice thereof is given by Lessor or Mortgagee to Lessee, Lessor or Mortgagee may (but shall not be obligated to) make such payment or perform or comply with such agreement, and the amount of such payment and the amount of the expenses of Lessor or Mortgagee incurred in connection with such payment or the performance of or compliance with such agreement, as the case may be, together with interest thereon at the Payment Due Rate, shall be deemed Supplemental Rent, payable by Lessee upon demand by Lessor or Mortgagee, whichever is entitled thereto. No such payment, performance or compliance shall be deemed to cure any Lease Default or Lease Event of Default or otherwise relieve Lessee of its obligations with respect thereto.

  • Right to Perform Obligations If Customer shall fail to do any act or thing which it has covenanted to do under this Loan Agreement or any representation or warranty on the part of Customer contained in this Loan Agreement shall be breached, MLBFS may, in its sole discretion, after 5 Business Days written notice is sent to Customer (or such lesser notice, including no notice, as is reasonable under the circumstances), do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose. Any and all reasonable amounts so expended by MLBFS shall be repayable to MLBFS by Customer upon demand, with interest at the Interest Rate during the period from and including the date funds are so expended by MLBFS to the date of repayment, and all such amounts shall be additional Obligations. The payment or performance by MLBFS of any of Customer's obligations hereunder shall not relieve Customer of said obligations or of the consequences of having failed to pay or perform the same, and shall not waive or be deemed a cure of any Default.

  • Ability to Perform; Solvency The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. The Seller is solvent and the sale of the Mortgage Loans will not cause the Seller to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of Seller's creditors;

  • Ability to Perform The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;

  • AUTHORITY TO PERFORM AGREEMENTS The Company undertakes to obtain all consents, approvals, authorizations or orders of any court or governmental agency or body which are required for the performance of this Agreement and under the Organizational Documents or the consummation of the transactions contemplated hereby and thereby, respectively, or the conducting by the Company of the business described in the Prospectus.

  • Responsibility for Intellectual Property The Company assumes all liabilities and responsibility in connection with all Intellectual Property, and the obligations of the Company hereunder or under the Notes and the Warrants shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Intellectual Property or its unavailability for any reason.

  • Landlord’s Right to Perform Except as specifically provided otherwise in this Lease, all covenants and agreements by Tenant under this Lease shall be performed by Tenant at Tenant’s sole cost and expense and without any abatement or offset of Rent. If Tenant shall fail to pay any sum of money (other than Base Rent) or perform any other act on its part to be paid or performed hereunder and such failure shall continue for three (3) days with respect to monetary obligations (or ten (10) days with respect to non-monetary obligations, except in case of emergencies, in which such case, such shorter period of time as is reasonable under the circumstances) after Tenant’s receipt of written notice thereof from Landlord, Landlord may, without waiving or releasing Tenant from any of Tenant’s obligations, make such payment or perform such other act on behalf of Tenant. All sums so paid by Landlord and all necessary incidental costs incurred by Landlord in performing such other acts shall be payable by Tenant to Landlord within five (5) days after demand therefor as Additional Rent.

  • Financial Ability to Perform Buyer has available to it as of the date hereof, and will have available to it at the Closing, funds sufficient to enable Buyer to perform all of its obligations hereunder, including delivering the Purchase Price to Sellers, as and when contemplated by this Agreement and to pay or otherwise perform all of the obligations of Buyer under the other Transaction Documents.

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