Common use of By Vendor Clause in Contracts

By Vendor. Vendor represents and warrants that: (1) Vendor is a corporation duly organized, validly existing and in good standing under the laws of Delaware; (2) Vendor has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (3) Vendor is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Vendor’s ability to fulfill its obligations under this Agreement; (4) the execution, delivery and performance of this Agreement has been duly authorized by Vendor; (5) Vendor is in compliance with all applicable Federal, state, local or other laws and regulations applicable to Vendor and has obtained all applicable permits, licenses and Vendor Government Approvals required of Vendor in connection with its obligations under this Agreement; (6) there is no outstanding litigation, arbitrated matter or other dispute to which Vendor is a party which, if decided unfavorably to Vendor, would reasonably be expected to have a potential or actual material adverse effect on AMO’s or Vendor’s ability to fulfill its respective obligations under this Agreement; (7) the Vendor Proprietary Software does not infringe upon the proprietary rights of any third party, and Vendor has obtained and will obtain all rights necessary to grant in full the licenses to the Vendor Software and Tools granted by Vendor under this Agreement without any additional consideration, and to permit the AMO Entities and Authorized Users to use any and all of the Covered Services; and (8) The Vendor represents and warrants that the Vendor Provided Systems are designed to be used before, during and after January 1, 2000, and, as applicable, will be performed or will perform in the course of providing services to AMO, including without limitation date-related user-interface functionalities, before, during and after January 1, 2000, without errors, invalid or incorrect results or failures relating to, or which are the product of, date data or date dependent data which represent or reference dates before, during or after January 1, 2000, or represent or reference different centuries or more than one century, or represent or reference any leap year or the year 1999, and to the extent updates, new versions, new releases or any other modifications or improvements of the Vendor Provided Systems are necessary to such performance, they are included in and fully paid by virtue of the payments made by AMO as part of the Base Charge. (10) All Project Staff or any other individuals who will perform any portion of the Covered Services shall be trained and certified (and shall maintain any additional training and certification requirements during the term of this Agreement) in accordance with industry standards for persons providing such services.

By Vendor. Vendor represents will defend Customer and warrants that: its respective officers, directors, and employees (1“Customer Indemnified Parties”) from and against any claims, demands, proceedings, investigations, or suits, brought by a third party alleging that Customer’s use of the Services or Customizations in accordance with this Agreement infringes any third party intellectual property rights (each, a “Claim Against Customer”). Vendor is will indemnify Customer Indemnified Parties for any finally awarded damages or settlement amount approved by Vendor in writing to the extent arising from a corporation duly organizedClaim Against Customer, validly existing and in good standing under any reasonable attorneys’ fees of Customer associated with initially responding to a Claim Against Customer. Notwithstanding the laws of Delaware; (2) foregoing, Vendor has all requisite corporate power and authority to execute, deliver and perform its obligations will have no obligation under this Agreement; Section 11.1 to the extent any Claim Against Customer arises from: (3a) Vendor is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business Customer’s use of the character transacted Services or Customizations in combination with technology or services not provided by itVendor, except where if the failure to be so licensedServices or Customizations or use thereof would not infringe without such combination; (b) Customer Content; (c) Vendor’s compliance with designs, authorized specifications, or qualified instructions provided in writing by Customer if such infringement would not have occurred but for such designs, specifications, or instructions; or (d) use of the Services or Customizations by Customer after notice by Vendor to discontinue use. If Customer is enjoined or otherwise prohibited from using any of the Services or Customizations or a material adverse effect portion thereof based on a Claim Against Customer, then Vendor will, at Vendor’s ability to fulfill its obligations under this Agreement; sole expense and option, either: (4x) obtain for Customer the execution, delivery and performance of this Agreement has been duly authorized by Vendor; (5) Vendor is in compliance with all applicable Federal, state, local or other laws and regulations applicable to Vendor and has obtained all applicable permits, licenses and Vendor Government Approvals required of Vendor in connection with its obligations under this Agreement; (6) there is no outstanding litigation, arbitrated matter or other dispute to which Vendor is a party which, if decided unfavorably to Vendor, would reasonably be expected to have a potential or actual material adverse effect on AMO’s or Vendor’s ability to fulfill its respective obligations under this Agreement; (7) the Vendor Proprietary Software does not infringe upon the proprietary rights of any third party, and Vendor has obtained and will obtain all rights necessary to grant in full the licenses to the Vendor Software and Tools granted by Vendor under this Agreement without any additional consideration, and to permit the AMO Entities and Authorized Users right to use any and all the allegedly infringing portions of the Covered ServicesService or Customizations; and (8) The Vendor represents and warrants that y) modify the Vendor Provided Systems are designed to be used before, during and after January 1, 2000, and, as applicable, will be performed or will perform in the course of providing services to AMO, including without limitation date-related user-interface functionalities, before, during and after January 1, 2000, without errors, invalid or incorrect results or failures relating to, or which are the product of, date data or date dependent data which represent or reference dates before, during or after January 1, 2000, or represent or reference different centuries or more than one century, or represent or reference any leap year or the year 1999, and to the extent updates, new versions, new releases or any other modifications or improvements of the Vendor Provided Systems are necessary to such performance, they are included in and fully paid by virtue of the payments made by AMO as part of the Base Charge. (10) All Project Staff or any other individuals who will perform any allegedly infringing portion of the Covered Services shall be trained Service or Customizations so as to render it non-infringing without substantially diminishing or impairing its functionality; or (z) replace the allegedly infringing portions of the Service or Customizations with non-infringing items of substantially similar functionality. If Vendor determines that the foregoing remedies are not commercially reasonable or possible, then Vendor will terminate the applicable Order or SOW and certified (and shall maintain any additional training and certification requirements during issue a refund of prepaid fees covering the term terminated portion of this Agreement) in accordance with industry standards for persons providing such servicesthe applicable Service.

By Vendor. Vendor represents covenants and warrants thatagrees with NYPH that during the Term and the Termination Assistance Period: (1) Vendor is a corporation duly organized, validly existing and in good standing under the laws of Delaware; (2) Vendor has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (3) Vendor is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Vendor’s ability to fulfill its obligations under this Agreement; (4) the execution, delivery and performance of this Agreement has been duly authorized by Vendor; (5) Vendor is in compliance shall comply with all applicable Federal, state, local or other laws and regulations Laws applicable to Vendor and has obtained the standards of the Joint Commission on Accreditation of Healthcare Organizations. Vendor shall obtain all applicable permits, permits and licenses and Vendor Government Approvals required of Vendor in connection with its obligations under this Agreement, including the Vendor Consents and the Vendor Governmental Approvals; (62) there is no outstanding litigationnone of the Services, arbitrated matter or other dispute to which Vendor is a party whichthe New Intellectual Property, if decided unfavorably to Vendor, would reasonably be expected to have a potential or actual material adverse effect on AMO’s or Vendor’s ability to fulfill its respective obligations under this Agreement; (7) the Vendor Proprietary Software, the Vendor Tools, the Vendor Machines, any enhancements or modifications to the NYPH Software does not performed by Vendor or Vendor Agents or any other resources or items provided to NYPH by Vendor or Vendor Agents shall infringe upon the proprietary rights of any third partyparty (except such infringement as may have been caused by (a) the NYPH Group's or NYPH Agents' misuse or modification thereof, and (b) the NYPH Group's or NYPH Agents' use thereof in combination with any product not furnished by Vendor has obtained and will obtain all rights necessary or (c) in the case of the NYPH New Intellectual Property, the NYPH Group or NYPH Agents in connection with the development of such New Intellectual Property); (3) Vendor shall use commercially reasonable efforts to grant ensure that no viruses or similar items are coded or introduced into the Systems. Vendor agrees that, in full the licenses event a virus or similar item is found to have been introduced into the Systems, Vendor shall assist the NYPH Group in reducing the effects of the virus or similar item and, if the virus or similar item causes a loss of operational efficiency or loss of data, to assist the NYPH Group to the Vendor Software same extent to mitigate and Tools granted by Vendor under this Agreement without any additional consideration, and to permit the AMO Entities and Authorized Users to use any and all of the Covered Services; andrestore such losses; (8) The 4) without the consent of NYPH, Vendor represents and warrants shall not insert into the Software used to provide the Services any code that would have the Vendor Provided Systems are designed to be used before, during and after January 1, 2000, and, as applicable, will be performed effect of disabling or will perform in the course of providing services to AMO, including without limitation date-related user-interface functionalities, before, during and after January 1, 2000, without errors, invalid otherwise shutting down all or incorrect results or failures relating to, or which are the product of, date data or date dependent data which represent or reference dates before, during or after January 1, 2000, or represent or reference different centuries or more than one century, or represent or reference any leap year or the year 1999, and to the extent updates, new versions, new releases or any other modifications or improvements of the Vendor Provided Systems are necessary to such performance, they are included in and fully paid by virtue of the payments made by AMO as part of the Base Charge. (10) All Project Staff or any other individuals who will perform PORTIONS HEREIN DENOTED WITH [**] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC UNDER A CONFIDENTIAL TREATMENT REQUEST any portion of the Covered Services Services. Vendor further represents and warrants that, with respect to any disabling code that may be part of the Software used to provide the Services, Vendor shall be trained and certified (and shall maintain not invoke such disabling code at any additional training and certification requirements during the term time, including upon expiration or termination of this Agreement, without NYPH's consent; (5) the Vendor Software, the Vendor Tools, the New Intellectual Property and the Vendor Machines shall be Century Compliant, except, in accordance the case of NYPH New Intellectual Property, any failure of such NYPH New Intellectual Property to be Century Compliant which is caused by the NYPH Group or NYPH Agents in connection with industry standards for persons providing the development of such servicesNYPH New Intellectual Property. All New Equipment shall be Century Compliant. Upon NYPH's request, Vendor shall provide NYPH with test scripts to validate that the Vendor Software, the Vendor Tools, the New Intellectual Property and the Vendor Machines are Century Compliant and determine the latest future date such Software is able to process; (6) [**]. (7) [**].

By Vendor. Vendor represents covenants and warrants thatagrees with AMO that during the Term and the Termination Assistance Period: (1) Vendor is a corporation duly organized, validly existing and in good standing under the laws of Delaware; (2) Vendor has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (3) Vendor is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Vendor’s ability to fulfill its obligations under this Agreement; (4) the execution, delivery and performance of this Agreement has been duly authorized by Vendor; (5) Vendor is in compliance shall comply with all applicable Federal, state, local or other laws and regulations applicable to Vendor and has obtained shall obtain all applicable permits, permits and governmental licenses and Vendor Government Approvals required of Vendor in connection with its obligations under this Agreement; (62) there is no outstanding litigation, arbitrated matter or other dispute to which Vendor is a party which, if decided unfavorably to Vendor, would reasonably be expected to have a potential or actual material adverse effect on AMO’s or Vendor’s ability to fulfill its respective obligations under this Agreement; (7) None of the Vendor Proprietary Software does not Software, the Developed Software, the Work Product, or other items created by, or on behalf of, Vendor and furnished to AMO hereunder will infringe upon the proprietary rights of any third party, party (except such infringements as may result from modifications by AMO or AMO Agents); (3) Vendor and Vendor has obtained Staff will not code or knowingly or negligently introduce viruses or similar items into any of the Systems. Vendor agrees that, in the event a virus or similar item is found to have been introduced into any of the Systems, Vendor shall use its commercially reasonable efforts at no additional charge to assist AMO in correcting and will obtain all rights necessary reducing the effects of the virus or similar item and, if the virus or similar item causes a loss of operational efficiency or loss of data, to grant in full the licenses assist AMO to the same extent to mitigate and restore such losses; (4) Without the consent of AMO, Vendor and/or Vendor Staff (i) shall not insert into the Software and Tools granted by Vendor under this Agreement without any additional consideration, and used to permit the AMO Entities and Authorized Users to use any and all of provide the Covered Services; and (8) The Vendor represents and warrants Services any code that would have the Vendor Provided Systems are designed to be used before, during and after January 1, 2000, and, as applicable, will be performed effect or will perform in the course ability of providing services to AMO, including without limitation date-related user-interface functionalities, before, during and after January 1, 2000, without errors, invalid disabling or incorrect results otherwise shutting down all or failures relating to, or which are the product of, date data or date dependent data which represent or reference dates before, during or after January 1, 2000, or represent or reference different centuries or more than one century, or represent or reference any leap year or the year 1999, and to the extent updates, new versions, new releases or any other modifications or improvements of the Vendor Provided Systems are necessary to such performance, they are included in and fully paid by virtue of the payments made by AMO as part of the Base Charge. (10) All Project Staff or any other individuals who will perform any portion of the Covered Services, and (ii) with respect to any disabling code that may be part of the Software used to provide the Covered Services, Vendor and/or Vendor Staff shall not invoke such disabling code at any time, including upon expiration or termination of this Agreement, without AMO’s consent; and (5) the Vendor Equipment, Vendor Software and the Developed Software are century compliant for the Year 2000. In order to be century compliant, Vendor agrees that the Vendor Equipment, Vendor Software and the Developed Software are capable of accounting for all calculations using a century and date sensitive algorithm for the Year 2000 and the fact that the Year 2000 is a leap year. The design and delivery of the Vendor Equipment, Vendor Software and Developed Software, to ensure compliance with the foregoing covenant, shall include date data century recognition, calculations that accommodate same century and multi-century formulae and date values, and date data interface values that reflect the century. (6) The Covered Services shall be trained provided in conformity with the Service Levels set forth in the SOW. (7) The Systems and certified (the Covered Services shall conform to the Transition Acceptance Criteria and shall maintain any additional training and certification requirements during operate in conformity therewith. (8) the term of this Agreement) Systems shall be maintained in accordance with industry standards for persons providing the specifications of the respective vendors of the hardware and software components thereof, and Vendor shall, at no additional charge to AMO, keep all Systems properly maintained and current relative to the software and hardware maintenance recommendations of the respective vendors, including any engineering changes and software enhancements or updates and revisions to correct errors in the components of the Systems provided or recommended by such servicesvendors. (9) the Covered Services shall be rendered in a professional and workmanlike manner in accordance with the requirements of the SOW and the Service Levels and in accordance with the generally accepted best practices used in well managed operations performing services similar to the Services.