By Fiserv Sample Clauses

By Fiserv. Fiserv warrants that: (i) no contractual obligations exist that would prevent Fiserv from entering into this Agreement; (ii) it has the requisite authority to execute, deliver, and perform its obligations under this Agreement; and (iii) it will comply with all regulations directly and unambiguously applicable to Fiserv in the performance of its obligations under this Agreement as a supplier of software and technology services to financial institutions. For the avoidance of doubt, nothing in this Agreement or any Schedule shall extend or reset any Warranty Periods for any Software previously licensed under the Prior Agreement.
Sample 1See All (5)
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By Fiserv. Fiserv represents and warrants that: (1) it is a Wisconsin corporation, duly organized, validly existing and in good standing under the laws of the State of Wisconsin; (2) it has all requisite power and authority to execute, deliver and perform its obligations hereunder; (3) the execution, delivery and performance of this Agreement are duly authorized; (4) it shall comply with all applicable Federal, state and local laws and regulations, and shall obtain all applicable permits and licenses, in connection with its obligations under this Agreement; (5) as of the Effective Date it has not disclosed any Northern Trust Information; (6)
Sample 1
By Fiserv. Fiserv shall indemnify Northern Trust, Northern Trust Agents, and Northern Trust's officers, employees and directors from, and defend Northern Trust, Northern Trust Agents, and Northern Trust's officers, employees and directors against, any Losses arising out of or relating to (1) any claim by a third party that Services, Developed Software developed by Fiserv or Fiserv Agents, Fiserv Software, or Systems infringe on any third party's proprietary rights (except as may have been caused by modification by Northern Trust or Northern Trust Agents); (2) any claim by a third party in respect of services or systems provided by Fiserv to such third party; (3) any claim based on a Fiserv act or omission in its capacity as an employer and arising out of or relating to (a) Federal, state, or other laws or regulations for the protection of persons or members of a protected class or category of persons; (b) sexual discrimination or harassment; (c) work-related injury or death; (d) accrued employee benefits, including (i) income, disability, withholding, and other employment taxes; and (ii) medical benefit premiums, vacation pay, sick pay, or other fringe benefits not retained by Northern Trust; and (e) any other employment relationship aspect between Fiserv and such employee (including Fiserv's hiring procedures from and after the Effective Date in respect of Transitioned Employees), or the termination of such employment relationship (including claims for breach of an express or implied contract of employment) that, in all such cases, are attributable to the period when the person asserting the claim (i) was a Fiserv employee; and (ii) the claim arose on or after the Effective Date; (4) any claim by a Northern Trust Agent based on a Fiserv act or omission during the Transition Period arising out of or relating to (a) Federal, state, or other laws or regulations for the protection of persons or members of a protected class or category of persons; (b) sexual discrimination or harassment; and (c) work-related injury or death; (5) any claim by a Transitioned Employee based on a violation or alleged violation by Fiserv or a Fiserv Agent during the Transition Period of a Northern Trust employment practice, policy, or procedure contained in Northern Trust's manual for employees, as set forth in Exhibit 30.2; (6) any claim based on the personal injury (including death) or damage to property received or sustained (a) by reason of any act or omission, whether negligent or otherw...
Sample 1
By Fiserv. (i) Fiserv represents and warrants that: (A) no contractual obligations exist that would prevent Fiserv from entering into this Agreement; (B) Fiserv has the requisite authority to execute, deliver, and perform Fiserv’s obligations under this Agreement; (C) Services will conform to the specifications set forth in the Exhibits; (D) Fiserv will perform Client’s work accurately provided that Client supplies accurate data and information, and follows the procedures described in all Fiserv documentation and notices; (E) Fiserv personnel will exercise due care in provision of Services; (F) functionality provided by the Fiserv System will enable Client to comply in all material respects with Federal regulations generally applicable to Fiserv’s clients in the industry in which the functionality is intended to be used; and (G) Fiserv will comply with Federal regulations applicable to Fiserv’s performance of its obligations under this Agreement.
Sample 1
By Fiserv. Fiserv shall indemnify, defend and hold harmless, each of Northern Trust, the Northern Trust Agents, and their respective affiliates, officers, employees and directors from and against any Losses arising out of or relating to (1) any claim by a third party that Services, Developed Software developed by Fiserv or Fiserv Agents, Fiserv Software, or Systems infringe on any third party’s proprietary rights (except as may have been caused by modification by Northern Trust or Northern Trust Agents); (2) any claim by a third party in respect of services or systems provided by Fiserv or Fiserv Agents to such third party (including customers of Northern Trust); (3) any claim based on the personal injury (including death) or damage to property received or sustained (a) by reason of any act or omission, whether negligent or otherwise, to the extent caused by Fiserv or Fiserv Agents; and (b) at any Fiserv locations including premises owned, leased, licensed, subleased, or sublicensed by Fiserv, or other Fiserv property; (4) except as may arise pursuant to Section 24.1(1), any claim by a third party arising out of the use by Northern Trust, Northern Trust Agents, Northern Trust affiliates, Fiserv, or Fiserv Agents of any Fiserv Third Party Software (except as may be caused by Northern Trust’s or Northern Trust Agents’ use of Fiserv Third Party Software in violation of Fiserv Third Party Software licenses); (5) any costs incurred by Northern Trust resulting from a Fiserv breach of a representation or warranty in this Agreement; and (6) any fees and expenses incurred in enforcement of this indemnity by Northern Trust.
Sample 1
By Fiserv 
Sample 1

Related to By Fiserv

  • Licensed Software Section 3.17(f).......................................27

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  • Product Warranty Each product manufactured, sold, leased, or delivered by the Company has been in conformity with all applicable contractual commitments and all express and implied warranties, and the Company has no Liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) for replacement or repair thereof or other damages in connection therewith, subject only to the reserve for product warranty claims set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company. No product manufactured, sold, leased, or delivered by the Company is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Section 4.22 of the Disclosure Schedule includes copies of the standard terms and conditions of sale or lease for the Company (containing applicable guaranty, warranty, and indemnity provisions).

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