By VISTA. VISTA may immediately terminate this Distribution Agreement, in whole or part, by written notice to DNA, and may regard DNA as in default of this Distribution Agreement, if DNA is in default of its obligations under the Transfer Agreement.
By VISTA. VISTA may immediately terminate this License Agreement, in whole or part, by written notice to DNA, and may regard DNA as in default of this License Agreement, (i) if DNA is in default of its obligations under the Transfer Agreement or the Distribution Agreement(ii) for the gross negligence, dishonesty, malfeasance, fraud or misconduct of DNA and/or its affiliates, employees, directors, agents, representatives or contractors, or (iii) in the event the right of DNA in the Licensed Technology, or any portion thereof, are for any reason determined to be void and not the sole property of DNA.
By VISTA. VISTA represents, warrants and covenants to DNA as follows:
By VISTA. VISTA’s sole warranty for the Authorized Products is set forth in VISTA’s Standard Resale Terms, and such product warranties set forth the exclusive remedy of DNA (except as set forth in Section 5.8 above or in the License Agreement) and the exclusive remedy of the Customers against VISTA arising from the Authorized Products.
By VISTA. If any portion of the Authorized Products, or any part thereof, becomes, or in either party’s opinion is likely to become, the subject of any claim or action covered by Section 9.2(b), then, VISTA shall, at its expense, in its sole discretion and within thirty (30) days following such notice or determination, either: (a) procure the right to continue using same as contemplated hereunder; (b) modify same to render same non-infringing; or (c) replace same with an equally suitable, functionally equivalent, compatible, non-infringing Authorized Products. If none of the foregoing is commercially practicable, the infringing Authorized Products in DNA’s possession shall be returned to VISTA and VISTA’s sole liability (other than satisfaction of its indemnification obligations hereunder) shall be to refund amounts paid therefor by DNA for the period following the effective date of termination and for the period during which the Licensed Technology was affected thereby.
By VISTA. Until the Closing, the Buyer will permit representatives of Vista to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Buyer, to all books, records (including tax records), and financial statements (including balance sheets, statements of operations, statements of cash flows, and projections) of or pertaining to the Buyer and its Affiliates. Upon the request of Vista or its representatives, the Buyer shall promptly provide to Vista and its representatives copies of all the foregoing documents.
By VISTA
