Common use of RIGHT TO PERFORM SERVICES; NO INFRINGEMENT Clause in Contracts

RIGHT TO PERFORM SERVICES; NO INFRINGEMENT. (a) Citi warrants to the Company that Citi has been authorized by STN to grant the Company the limited right under this Agreement to use the reports generated by the Licensed System provided by Citi to the Company, as permitted under this Agreement, and that STN has warranted to Citi that the format of such reports when properly used for the purpose and in the manner specifically authorized by this Agreement does not infringe in any material respect upon any United States patent, trade mxxx, service mxxx or copyright rights, or any trade secret, or other proprietary rights of any person. The Company acknowledges that STN has no obligation to defend, indemnify or hold the Company harmless from and against any and all liabilities, damages, awards, settlements, losses, claim and expenses, including reasonable attorney fees and expenses and costs of investigation (collectively, “Damages”) to the extent attributable to a violation of the foregoing warranty, however, Citi may share with the Company any amounts finally awarded by a court or agreed to in settlement by Citi that are intended to reimburse Citi and/or the Company for its Damages as a result of a violation of the foregoing warranty. Citi shall have no liability or obligation under this Section unless the Company gives written notice to Citi within ten (10) days (provided that later notice shall relieve Citi of its liability and obligations under this Section only to the extent that STN or Citi is prejudiced by such later notice) after any applicable infringement claim, action or proceeding is initiated against the Company. The Company shall allow Citi or STN, if STN so desires, at STN’s sole option, to have sole control of the defense and all settlement discussions regarding the claim, action or proceeding; provided, however, that the Company may, at its option and expense, participate and appear with Citi or STN, as the case may be, in such claim, action or proceeding. Citi or STN, as applicable, in defending any such claim, action or proceeding, except with the written consent of the Company, shall not consent to entry of any judgment or enter into any settlement which (i) does not include, as an unconditional term, the grant by the claimant to the Company a release of all liabilities (and does not impose any responsibility or obligation upon the Company with the exception of actions required to cure any infringement, the cost of which if any, shall not be borne by the Company) in respect to such claim, action or proceeding; or (ii) otherwise adversely affects the rights of the Company. If a settlement obligates the Company to pay additional fees as a condition of continuing to use the reports generated by the Licensed System, and Citi does not agree to pay such additional fees, the Company shall have the right, within thirty (30) days after receiving notice of such increase, to terminate this Agreement without penalty.

RIGHT TO PERFORM SERVICES; NO INFRINGEMENT. (a) Citi warrants to the Company that Citi has been authorized by STN to grant the Company the limited right under this Agreement to use the reports generated by the Licensed System provided by Citi to the Company, as permitted under this Agreement, and that STN has warranted to Citi that the format of such reports when properly used for the purpose and in the manner specifically authorized by this Agreement Agreement, does not infringe in any material respect upon any United States patent, trade mxxxxxxx, service mxxx xxxx or copyright rights, or any trade secret, or other proprietary rights of any person. The Company acknowledges that STN has no obligation to defend, indemnify or hold the Company harmless from and against any and all liabilities, damages, awards, settlements, losses, claim and expenses, including reasonable attorney fees and expenses and costs of investigation (collectively, “Damages”) to the extent attributable to a violation of the foregoing warranty, however, Citi may shall share with the Company any amounts finally awarded by a court or agreed to in settlement by Citi that are intended to reimburse Citi and/or the Company for its the Company’s Damages as a result results of a violation of the foregoing warranty, but only to the extent such amounts are actually attributable and allocable to Damages incurred by the Company (as compared to Damages incurred by Citi or other Citi customers or vendors) and only to the extent such amounts exceed any Damages incurred by Citi and expenses incurred by Citi in collecting such amounts. Citi shall have no liability or obligation under this Section unless the Company gives written notice to Citi within ten (10) days (provided that later notice shall relieve Citi of its liability and obligations under this Section only to the extent that STN or Citi is prejudiced by such later notice) after any applicable infringement claim, action or proceeding is initiated against the Company. The Company shall allow Citi or STN, if STN so desires, at STN’s sole option, to have sole control of the defense and all settlement discussions regarding the claim, action or proceeding; provided, however, that the Company may, at its option and expense, participate and appear with Citi or STN, as the case may be, in such claim, action or proceeding. Citi or STN, as applicable, in defending any such claim, action or proceeding, except with the written consent of the Company, shall not consent to entry of any judgment or enter into any settlement which (i) does not include, as an unconditional term, the grant by the claimant to the Company of a release of all liabilities (and does not impose any responsibility or obligation upon the Company with the exception of actions required to cure any infringement, the cost of which if any, shall not be borne by the Company) in respect to such claim, action or proceeding; or (ii) otherwise adversely affects the rights of the Company. If a settlement obligates the Company to pay additional fees as a condition of continuing to use the reports generated by the Licensed System, and Citi does not agree to pay such additional fees, the Company shall have the right, within thirty (30) days after receiving notice of such increase, to terminate this Agreement without penalty.

RIGHT TO PERFORM SERVICES; NO INFRINGEMENT. (a) Citi BISYS warrants to the Company Trust that Citi BISYS has been authorized by STN to grant the Company Trust the limited right under this Agreement to use the reports generated by the Licensed System provided by Citi BISYS to the CompanyTrust, as permitted under this Agreement, and that STN has warranted to Citi BISYS that the format of such reports when properly used for the purpose and in the manner specifically authorized by this Agreement Agreement, does not infringe in any material respect upon any United States patent, trade mxxxmark, service mxxx mark or copyright copyxxxxt rights, or any xx xny trade secret, or other proprietary rights of any person. The Company Trust acknowledges that STN has no obligation to defend, indemnify or hold the Company Trust harmless from and against any and all liabilities, damages, awards, settlements, losses, claim and expenses, including reasonable attorney fees and expenses and costs of investigation (collectively, “"Damages”") to the extent attributable to a violation of the foregoing warranty, however, Citi BISYS may share with the Company Trust any amounts finally awarded by a court or agreed to in settlement by Citi BISYS that are intended to reimburse Citi BISYS and/or the Company Trust for its Damages as a result of a violation of the foregoing warranty. Citi BISYS shall have no liability or obligation under this Section unless the Company Trust gives written notice to Citi BISYS within ten (10) days (provided that later notice shall relieve Citi BISYS of its liability and obligations under this Section only to the extent that STN or Citi BISYS is prejudiced by such later notice) after any applicable infringement claim, action or proceeding is initiated against the CompanyTrust. The Company Trust shall allow Citi BISYS or STN, if STN so desires, at STN’s 's sole option, to have sole control of the defense and all settlement discussions regarding the claim, action or proceeding; provided, however, that the Company Trust may, at its option and expense, participate and appear with Citi BISYS or STN, as the case may be, in such claim, action or proceeding. Citi BISYS or STN, as applicable, in defending any such claim, action or proceeding, except with the written consent of the CompanyTrust, shall not consent to entry of any judgment or enter into any settlement which (i) does not include, as an unconditional term, the grant by the claimant to the Company Trust a release of all liabilities (and does not impose any responsibility or obligation upon the Company Trust with the exception of actions required to cure any infringement, the cost of which if any, shall not be borne by the CompanyTrust) in respect to such claim, action or proceeding; or (ii) otherwise adversely affects the rights of the CompanyTrust. If a settlement obligates the Company Trust to pay additional fees as a condition of continuing to use the reports generated by the Licensed System, and Citi BISYS does not agree to pay such additional fees, the Company Trust shall have the right, within thirty (30) days after receiving notice of such increase, to terminate this Agreement without penalty.

RIGHT TO PERFORM SERVICES; NO INFRINGEMENT. (a) Citi BISYS warrants to the Company that Citi BISYS has been authorized by STN to grant the Company the limited right under this Agreement to use the reports generated by the Licensed System provided by Citi BISYS to the Company, as permitted under this Agreement, and that STN has warranted to Citi BISYS that the format of such reports when properly used for the purpose and in the manner specifically authorized by this Agreement Agreement, does not infringe in any material respect upon any United States patent, trade mxxxmark, service mxxx mark or copyright rights, or any trade secret, or other proprietary rights oxxxx proprietaxx xights of any person. The Company acknowledges that STN has no obligation to defend, indemnify or hold the Company harmless from and against any and all liabilities, damages, awards, settlements, losses, claim and expenses, including reasonable attorney fees and expenses and costs of investigation (collectively, “"Damages”") to the extent attributable to a violation of the foregoing warranty, however, Citi BISYS may share with the Company any amounts finally awarded by a court or agreed to in settlement by Citi BISYS that are intended to reimburse Citi BISYS and/or the Company for its Damages as a result results of a violation of the foregoing warranty. Citi BISYS shall have no liability or obligation under this Section unless the Company gives written notice to Citi BISYS within ten (10) days (provided that later notice shall relieve Citi BISYS of its liability and obligations under this Section only to the extent that STN SunGard or Citi BISYS is prejudiced by such later notice) after any applicable infringement claim, action or proceeding is initiated against the Company. The Company and shall allow Citi BISYS or STN, if STN so desires, at STN’s 's sole option, to have sole control of the defense and all settlement discussions regarding the claim, action or proceeding; provided, however, that the Company may, at its option and expense, participate and appear with Citi BISYS or STN, as the case may be, in such claim, action or proceeding. Citi BISYS or STN, as applicable, in defending any such claim, action or proceeding, except with the written consent of the Company, shall not consent to entry of any judgment or enter into any settlement which (i) does not include, as an unconditional term, the grant by the claimant to the Company a release of all liabilities (and does not impose any responsibility or obligation upon the Company with the exception of actions required to cure any infringement, the cost of which if any, shall not be borne by the Company) in respect to such claim, action or proceeding; or (ii) otherwise adversely affects the rights of the Company. If a settlement obligates the Company to pay additional fees as a condition of continuing to use the reports generated by the Licensed System, and Citi BISYS does not agree to pay such additional fees, the Company shall have the right, within thirty (30) days after receiving notice of such increase, to terminate this Agreement without penalty.