Product and Service Quality. To Parent's knowledge, all services provided by the HostPro Business to customers on or prior to the Closing Date conform to applicable contractual commitments, implied warranties not disclaimed, express warranties, product specifications and quality standards published by Parent or its subsidiaries in all material respects ad include limitations of the Parent's liability that are tied to the value of contract. Neither Parent nor any of its subsidiaries has any material liability (and Parent is not aware of any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against Parent or any of its subsidiaries giving rise to any liability) for the taking of any remedial action with respect to such services or other damages in connection therewith. Parent has not received any written complaint from a customer that alleges that Parent is in material breach of the customer contract or the agreed upon service level commitments, except for those that Parent reasonably believes can be addressed without resulting in a material liability. All material unresolved written complaints received since December 31, 2000 from customers regarding the HostPro Services, in which the matter complained about is of a recurring nature relative to more than one customer, are set out in Part 3.21 of the Parent Disclosure Letter in detail reasonably sufficient to understand the nature of the complaint and the material actions required to achieve resolution thereof. Parent has no material liability for breach of any service level commitments in excess of reserves therefore in the Parent Balance Sheet. Parent has received or is in the process of receiving, written contract indemnities, or has obtained or is in the process of obtaining, other contractual allowances that were appropriate under the circumstances, from each of its suppliers has received or is in the process of receiving written contract indemnities from each of the suppliers and vendors of the HostPro Business against liabilities that Parent may incur as a result of material defects or deficiencies in such suppliers' or vendors' products or services or Parent Intellectual Property infringement relating thereto. The HostPro Business' data privacy policy is as set forth on its web site and in Part 3.21 of the Parent Disclosure Letter.
Product and Service Quality. All services provided by the Company to customers on or prior to the Closing Date conform to applicable contractual commitments, implied warranties not disclaimed, express warranties, product specifications and quality standards published by the Company in all material respects, and the Company does not have any material liability (and the Company is not aware of any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company giving rise to any liability) for replacement or repair thereof, or for the taking of any remedial action with respect thereto or other damages in connection therewith. All material complaints received since January, 2001 from customers regarding the Company's services are set out in Item 3.23 in detail reasonably sufficient to understand the nature of the complaint and the resolution or lack of resolution thereof.
Product and Service Quality. All Target Products and Services sold, or provided by Target to customers on or prior to the Closing Date conform to applicable contractual commitments, implied warranties not disclaimed, express warranties, product or service specifications and quality standards published by Target in all material respects, and Target does not have any material liability (and Target is not aware of any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against Target giving rise to any liability) for replacement or repair thereof, or for the taking of any remedial action with respect thereto or other damages in connection therewith. All material complaints received since January 1, 1999 from customers regarding Target's services are set out in Item 2.25 in detail reasonably sufficient to understand the nature of the complaint and the resolution or lack of resolution thereof.
Product and Service Quality. Except as set forth in Section 4.1(y) of the Viasoft Disclosure Letter, all products manufactured, sold, licensed, leased or delivered by Viasoft and its subsidiaries and all services provided by Viasoft and its subsidiaries, to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties, product specifications and quality standards and none of Viasoft or its subsidiaries has any material liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against Viasoft or its subsidiaries giving rise to any material liability) for replacement or repair thereof or other damages in connection therewith. Neither Viasoft nor its subsidiaries has received a complaint from a Material Customer regarding Viasoft's or its subsidiaries' services pursuant to which such Material Customer is withholding payment of any material amounts payable to Viasoft or such subsidiary, or which is the subject of an ongoing dispute or correspondence between Viasoft and such customer.
Product and Service Quality. (a) EyeTel does not use commercially reasonable efforts to provide reliable devices of high quality that are acceptable to Customers in the Territory, and timely, accurate interpretation services and timely, effective Product maintenance to Customers in the Territory, or (b) the Initial Product or Initial EyeTel Services have a significant competitive disadvantage in the market to one or more products or services (assuming NEUROMetrix sells the Initial Products and Scan Services for a price equal to two times the minimum payment NEUROMetrix is required to make to EyeTel upon the sale of such Initial Product and Scan Services, based on commercially reasonable standards such as a significantly lower cost and/or significantly greater technological capabilities.
Product and Service Quality. Neither the Company nor any of its subsidiaries has been the subject of material customer audit findings or complaints, or alleged breaches of any contractual representation, warranty, or covenant to meet specifications or adhere to any Health Care Laws or quality standards, except where such occurrence, whether individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.
Product and Service Quality. Except as set forth in Section 3.1(y) of the Landmark Disclosure Letter or the Supplemental Disclosure Letter, all products manufactured, sold, licensed, leased or delivered by Landmark and its Subsidiaries and all services provided by Landmark and its Subsidiaries, to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties, product specifications and quality standards and none of Landmark or its Subsidiaries has any material liability (and to Landmark's knowledge, there is no reasonable basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against Landmark or its Subsidiaries giving rise to any material liability) for replacement or repair thereof or other damages in connection therewith. To the knowledge of Landmark, neither Landmark nor its Subsidiaries has received a complaint from a Material Customer regarding Landmark's or its Subsidiaries' services pursuant to which such Material Customer is withholding payment of any material amounts payable to Landmark or such Subsidiary, or which is the subject of an ongoing dispute or correspondence between Landmark and such customer.
Product and Service Quality. In July 1999, the City of Hope filed a lawsuit against the Seller in Los Angeles Superior Court alleging breach of contract with respect to certain network security consulting services provided by the Seller to the City of Hope and seeking return of $530,893 paid to the Seller for such services, plus consequential damages and other unspecified damages. Prior to the City of Hope's commencement of the action, the Seller had demanded from the City of Hope payment in the amount of $218,766, representing outstanding invoices for services rendered by the Seller to City of Hope. In October, 1999, the parties settled the dispute by agreeing to forego their respective claims against each other and exchanging general releases. The case was dismissed with prejudice. The Seller had a dispute with AIRINC with respect to certain consulting services preferred. The dispute was resolved and AIRINC has paid the Seller in full for such services. EXHIBIT D
Product and Service Quality. All products manufactured, sold, licensed, leased or delivered by the Company and its subsidiaries and all services provided by the Company and its subsidiaries, to customers on or prior to the Closing Date conform to applicable contractual commitments, express and implied warranties, product specifications and quality standards in all material respects, and none of the Company or its subsidiaries has any material liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or its subsidiaries giving rise to any liability) for replacement or repair thereof or other damages in connection therewith. Neither the Company nor its subsidiaries has received a complaint from a Material Customer regarding the Company's or its subsidiaries' services pursuant to which such Material Customer is withholding payment of any material amounts payable to the Company or such subsidiary, or which is the subject of an ongoing dispute or correspondence between the Company and such customer.
Product and Service Quality. Except as set forth in Section 4.1(y) of the Viasoft Disclosure Letter, all products manufactured, sold, licensed, leased or delivered by Viasoft and its Subsidiaries and all services provided by Viasoft and its Subsidiaries, to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties, product specifications and quality standards and none of Viasoft or its Subsidiaries has any material liability (and to Viasoft's knowledge, there is no reasonable basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against Viasoft or its Subsidiaries giving rise to any material liability) for replacement or repair thereof or other damages in connection therewith. Except as set forth in Section 4.1(y) of the Viasoft Disclosure Letter, neither Viasoft nor its Subsidiaries has received a complaint from a Material Customer regarding Viasoft's or its Subsidiaries' services pursuant to which such Material Customer is withholding payment of any material amounts payable to Viasoft or such Subsidiary, or which is the subject of an ongoing dispute or correspondence between Viasoft and such customer.
