Software Warranties and Remedies Sample Clauses

Software Warranties and Remedies. For a period of ninety (90) days, PFPC warrants (“Performance Warranty”) that the Software, excluding the Directly Obtained Third Party Software, shall perform on the Equipment substantially in accordance with the Documentation. The correction of errors and deficiencies in the Software pursuant to Software Support shall be the GE Fund Products’ sole and exclusive remedy for the Performance Warranty. PFPC warrants (“Rights Warranty”) it has the right to license the Software in accordance with the Agreement. Provided the GE Fund Products give PFPC timely written notice, reasonable assistance, including assistance from the GE Fund Products’ employees, agents and affiliates, and sole authority to defend or settle the action, then PFPC shall do the following (“Infringement Indemnification”): (a) defend or settle, at its expense, any action brought against the GE Fund Products to the extent the action is based on a claim that the Software infringes a duly issued United States’ patent or copyright or violates a third party’s proprietary trade secrets or other similar intellectual property rights (“Infringement”); and (b) pay damages and costs finally awarded against the Fund directly attributable to such claim. PFPC shall have no Infringement Indemnification obligation if the alleged Infringement is based upon the GE Fund Products’ use of the Software with equipment or software not furnished or approved by PFPC or if such claim arises from PFPC’s compliance with the GE Fund Products’ designs or instructions, or from the GE Fund Products’ modifications of the Software. The Infringement Indemnification states PFPC’s entire liability for Infringement and shall be the GE Fund Products’ sole and exclusive remedy for the Rights Warranty.
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Software Warranties and Remedies. For the term of the Agreement, PFPC warrants ("PERFORMANCE WARRANTY") that the Software shall perform on the Equipment substantially in accordance with the Documentation, except for Directly Obtained Third Party Software as set forth in Paragraph 2.2. The correction of errors and deficiencies in the Software pursuant to Software Support shall be the Fund's sole and exclusive remedy for the Performance Warranty. PFPC warrants ("RIGHTS WARRANTY") it has the right to license the Software in accordance with the Agreement and that the licensed use of the Software will not infringe any duly issued United States' patent or copyright or violate a third party's proprietary trade secrets or other similar intellectual property rights. Provided the Fund gives PFPC timely written notice, reasonable assistance, including assistance from the Fund's employees, agents, independent contractors and affiliates (collectively, the "COMPANY'S AGENTS"), and sole authority to defend or settle the action, then PFPC shall do the following ("INFRINGEMENT INDEMNIFICATION"): (a) defend or settle, at its expense, any action brought against the Fund or the Fund's Agents to the extent the action is based on a claim that the Software or the Fund's use of the Software infringes a duly issued United States' patent or copyright or violates a third party's proprietary trade secrets or other intellectual property rights ("INFRINGEMENT"); (b) pay damages and costs finally awarded against the Fund or the Fund's Agents directly attributable to such claim and, (c) modify and/or replace the Software so that it is non-infringing or obtain for the Fund the right to use the Software at not cost to the Fund. PFPC shall have no Infringement Indemnification obligation to the extent that the alleged Infringement is based upon the Fund's use of the Software with equipment or software not furnished or approved by PFPC or to the extent such claim arises from PFPC's compliance with the Fund's designs or instructions, or from the Fund's modifications of the Software. The Infringement Indemnification states PFPC's entire liability for Infringement and shall be the Fund's sole and exclusive remedy for the Rights Warranty.
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Software Warranties and Remedies 
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Related to Software Warranties and Remedies

  • Representations Warranties and Covenants Remedies for Breach Subsection 7.01 Representations and Warranties Regarding Individual Mortgage Loans.

  • REMEDIES UPON BREACH OF REPRESENTATIONS AND WARRANTIES MADE BY SELLER 5.1 It is hereby acknowledged that Seller shall make for the benefit of the Trustee on behalf of the holders of the Certificates, whether directly or by way of Purchaser’s assignment of its rights hereunder to the Trustee, the representations and warranties set forth on Exhibit 2 hereto (each as of the date hereof unless otherwise specified).

  • 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 and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • Representations, Warranties and Covenants of the Client A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • 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.

  • 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.

  • GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS Each Assignor represents, warrants and covenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows:

  • 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.

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