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; (iii) project services will be provided in a professional and workmanlike manner, and (iv) it will comply with all laws and regulatory requirements applicable to Fiserv operations used in the performance of its obligations under this Agreement;
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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;
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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. (i) Fiserv warrants that the Fiserv personnel performing the Services provided under the ASP Services Exhibit, the Maintenance Services provided under the Software Products Exhibit, and the Professional and Development Services provided under the Professional and Development Services Exhibit shall exercise due care. Unless otherwise mutually agreed between the parties in writing, Client shall notify Fiserv in writing of, and Fiserv shall correct, any alleged warranty defect as set forth in Section 4.(i) of the ASP Services Exhibit or Section 1.(e) of the Professional and Development Services Exhibit. (ii) Fiserv warrants that, during the Warranty Period, the Software will perform in all material respects without the occurrence of a “Non-conformity” (as defined in the Software Products Exhibit”) when operated on the Computer System and in compliance with the Documentation, the Software Products Exhibit, and this Agreement. Fiserv will provide replacements or corrections to the Software that does not so perform where such failure is material in terms of Client’s ability to accurately process transactions as described in the Documentation, provided Fiserv is notified in writing of such failure during the Warranty Period. This warranty shall not apply if the Non-conformity results from: (i) use of the Software in combination with any materials or software not provided or expressly approved by Fiserv; (ii) changes to the Software made by Client or any Third Party; or (iii) by use of the Software other than in accordance with the Documentation, the Software Products Exhibit or this Agreement, including without limitation Use in violation of Section 3 of the Software Products Exhibit. Client acknowledges that all Software is designed to operate on the applicable Computer System and that the warranties given by Fiserv are conditional upon the...
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. (ii) Fiserv shall defend and indemnify Client and hold it harmless against any and all amounts payable by Client under any judgment, verdict, court order or settlement entered or agreed in any third party claim or action that alleges that the Fiserv System infringes a United States patent, copyright, or other proprietary right of such third party (“Infringement Claim”). Client agrees to notify Fiserv promptly of any Infringement Claim and grants Fiserv the sole right to control the defense and disposition of all Infringement Claims. Client shall provide Fiserv with reasonable cooperation and assistance in the defense of any Infringement Claim. The obligations set forth in this paragraph are Fiserv’s entire liability and Client’s sole and exclusive remedy for any Infringement Claim. THE WARRANTIES STATED ABOVE AND IN THE EXHIBITS, IF ANY, ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY FISERV. CLIENT ACKNOWLEDGES THAT IT HAS INDEPENDENTLY EVALUATED THE FISERV SERVICES AND THEIR APPLICATION TO CLIENT’S NEEDS. FISERV DOES NOT MAKE, AND CLIENT HEREBY EXPRESSLY WAIVES, ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND FROM A COURSE OF DEALING OR USAGE OR TRADE.
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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.
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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;
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By Fiserv 
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