WebMD’s Representations; Limited Warranty; Disclaimer of Additional Warranties Sample Clauses

WebMD’s Representations; Limited Warranty; Disclaimer of Additional Warranties i. WebMD represents and warrants to FESCO that the Tools will substantially conform in all material respects to the current documentation provided by WebMD in connection with the Tools when used in accordance with the technical requirements specified by WebMD. In the event that the Tools fail to perform in accordance with this warranty, FESCO shall promptly inform WebMD of such fact, and WebMD shall either (a) repair or replace the Tools to correct any defects in performance in accordance with Schedule H without any additional charge to FESCO, or (b) in the event that such repair or replacement cannot be done within a reasonable time and at a reasonable cost, provide FESCO with a pro rata refund of the unused, prepaid fees paid to WebMD hereunder. In the event WebMD is unable to provide on an ongoing basis 1) all or substantially all of the Personal Health Manager or 2) the Personal Health Decisions Tool, WebMD will notify FESCO of same, and FESCO will have the option to either (i) terminate this Agreement immediately, upon written notice, and receive a pro rata refund of any unused, prepaid fees paid to WebMD hereunder or (ii) accept a substitution by WebMD of content with similar functionality and quality, all such content to be acceptable to FESCO in its reasonable discretion. The foregoing sentence is not intended in any way to diminish or alter FESCO’s termination rights described elsewhere in this Agreement or FESCO’s right to assert a breach of contract in accordance with the terms of this Agreement, including, without limitation, the terms of Schedule H.
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WebMD’s Representations; Limited Warranty; Disclaimer of Additional Warranties i. In the event that the Tools fail to perform in accordance with its documentation, Customer shall promptly inform WebMD of such fact, and, as Customer’s sole and exclusive remedy, WebMD shall either (a) repair or replace the Tools to correct any defects in performance without any additional charge to Customer, or (b) in the event that such repair or replacement cannot be done within a reasonable time and at a reasonable cost, terminate the Agreement and provide Customer, as Customer’s sole remedy, with a pro rata refund of the unused, prepaid license fees paid to WebMD hereunder with respect to such calendar year.
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Related to WebMD’s Representations; Limited Warranty; Disclaimer of Additional Warranties

  • Survival of Representations, Warranties and Covenants after the --------------------------------------------------------------- Effective Time. The representations and warranties contained herein and in any -------------- certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the termination of this Agreement. The covenants contained in Articles 2, 3, 7 and 11 shall survive the Effective Time.

  • Nonsurvival of Representations, Warranties and Covenants None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article X and any corresponding definitions set forth in Article I.

  • Survival of Representations, Warranties and Covenants The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.

  • Survival of Representations, Warranties, Etc Each of the representations, warranties, agreements, covenants and obligations herein is material and shall be deemed to have been relied upon by the other party or parties and shall survive indefinitely after the date hereof and after the Closing and shall not merge in the performance of any obligation by any party hereto. All rights to indemnification contained in this Agreement shall survive the Closing indefinitely.

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

  • Purchaser’s Representations, Warranties and Covenants In order to induce the Issuer to sell and issue the Securities to the Purchaser under one or more exemptions from registration under the Securities Act, the Purchasers, severally and not jointly, represent and warrant to the Issuer, and covenant with the Issuer, that:

  • Non-Survival of Representations, Warranties and Covenants None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and shall terminate and expire upon the occurrence of the Effective Time (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article XI.

  • Company Representations, Warranties and Covenants The Company hereby represents, warrants and agrees as follows:

  • Seller’s Warranties and Representations Seller hereby represents and warrants to Buyer as follows:

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