Common use of Sale of Products; Performance of Services Clause in Contracts

Sale of Products; Performance of Services. (a) Since January 1, 2001, each Company Product, system, program, or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or its Subsidiaries to any Person: (i) has conformed and complied in all material respects with the terms and requirements of any applicable warranty or other Contract delivered in connection therewith and with all applicable Legal Requirements, except where any nonconformance or noncompliance has been cured or converted; and (ii) has been free of any bug, virus, design defect or other defect or deficiency at the time it was sold or otherwise made available, other than any immaterial bug or similar defect that would not adversely affect in any material respect such product, system, program, Company Intellectual Property or other asset (or the operation or performance thereof) or any bug or defect that has since been corrected, remediated or cured. (iii) All installation services, programming services, repair services, maintenance services, support services, training services, upgrade services and other services that have been performed by the Company or its Subsidiaries were performed properly and in full conformity with the terms and requirements of all applicable warranties and other Contracts delivered in connection therewith and with all applicable Legal Requirements. (b) Since January 1, 2001, no customer or other Person has asserted or threatened to assert any claim against any of the Company or its Subsidiaries (i) under or based upon any warranty provided by or on behalf of any of the Company or its Subsidiaries, or (ii) under or based upon any other warranty relating to any product, system, program, or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or its Subsidiaries or any services performed by any of the Company or its Subsidiaries, except in any case set forth in (i) or (ii) above where such claim has been resolved and did not have and would not reasonably expected to have a Material Adverse Effect on the Company.

Sale of Products; Performance of Services. (a) Since January 1Assuming the products, 2001systems, each Company Product, system, programs and software modules of the Acquired Corporations are used in the manner in which they are intended to be used (including platform specifications and other product literature) and were maintained in accordance with the Acquired Corporations' regular maintenance program, none of the products, systems, programs or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by software modules of any of the Company or its Subsidiaries Acquired Corporations would reasonably be expected to any Person: (iA) has conformed and complied in all material respects with the terms and requirements of any applicable warranty or other Contract delivered in connection therewith and with all applicable Legal Requirementsdisrupt, except where any nonconformance or noncompliance has been cured or converted; and (ii) has been free of any bugdisable, virus, design defect or other defect or deficiency at the time it was sold harm or otherwise made available, other than any immaterial bug or similar defect that would not adversely affect impede in any material respect such product, system, program, Company Intellectual Property the operation of a computer program or other asset (a computer system or the operation equipment on which such code resides, or performance thereof(B) damage or destroy any bug data or defect that has since been corrected, remediated files residing on a computer or curedcomputer system without the consent of the user of such computer or computer system. (iiib) All Except as set forth in Part 2.11(b) of the Company Disclosure Schedule, all installation services, programming services, repair services, maintenance services, support services, training services, upgrade services and other services that have been performed by the Company or its Subsidiaries Acquired Corporations were performed properly and in full substantial conformity with the terms and requirements of all applicable warranties and other Contracts delivered in connection therewith and with all applicable Legal Requirements. (bc) Since January 1Except as set forth in Part 2.11(c) of the Company Disclosure Schedule, 2001since June 30, 1999, no customer or other Person has asserted or threatened to assert any claim against any of the Company or its Subsidiaries Acquired Corporations (i) under or based upon any warranty provided by or on behalf of any of the Company or its SubsidiariesAcquired Corporations, or (ii) under or based upon any other warranty relating to any product, system, program, Proprietary Asset or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company Acquired Corporations, or its Subsidiaries or (iii) based upon any services performed by any of the Company or its Subsidiaries, except in any case set forth in (i) or (ii) above where such claim has been resolved and did not have and would not reasonably expected to have a Material Adverse Effect on the CompanyAcquired Corporations.

Sale of Products; Performance of Services. (a) Since January 1No Acquired Corporation has any obligation (that is unfulfilled as of the date of this Agreement) to, 2001and no Acquired Corporation has indicated that it would (after the date of this Agreement): (i) provide any recipient of any Company Product or prototype (or any other Person) with any upgrade, each improvement or enhancement of a Company Product or prototype, excepting upgrades, improvements or enhancements for value and reflected by a Purchaser Order in an amount not exceeding $500,000; or (ii) design or develop a new product, or a customized, improved or new version of a Company Product, systemfor any other Person. (b) Each Company Product sold, programleased, or other asset designedlicensed, developed, manufactured, assembled, solddelivered, installed, repaired, licensed provided or otherwise made available by any Acquired Corporation or accepted by any customer of any of the Company or its Subsidiaries to any Person: (i) has conformed and complied in all material respects with the terms and requirements of any applicable warranty or other Contract delivered in connection therewith and with all applicable Legal Requirements, except where any nonconformance or noncompliance has been cured or converted; and (ii) has been Acquired Corporations was free of any bugdesign defect, virus, design manufacturing or construction defect or other defect or deficiency at the time it was sold sold, leased, licensed, delivered, installed, provided or otherwise made available, other than any immaterial bug or similar defect that would does not adversely affect in constitute a Company Material Adverse Effect. No Company Product has ever been the subject of any material respect such product, system, program, Company Intellectual Property recall or other asset (or the operation or performance thereof) or similar action of any bug or defect that has since been corrected, remediated or curedGovernmental Body. (iiic) All installation services, programming integration services, repair services, maintenance services, support services, training services, upgrade services and other services that have been performed by any of the Company or its Subsidiaries Acquired Corporations were performed properly and in full conformity with the terms and requirements of all applicable warranties and other Contracts delivered in connection therewith and with all applicable Legal Requirements, other than any failure to so perform such services that does not constitute a Company Material Adverse Effect. (bd) Since January 1, 20012007, no customer or other Person has asserted or threatened to assert any claim against any of the Company or its Subsidiaries Acquired Corporations: (i) under or based upon any warranty provided by or on behalf of any of the Company or its Subsidiaries, Acquired Corporations; or (ii) under or based upon any other warranty relating to any product, system, program, or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or its Subsidiaries or any services performed by any of the Acquired Corporations other than claims that, if adversely determined, would not constitute a Company Material Adverse Effect. No event has occurred, and no condition or its Subsidiariescircumstance exists, except in that could reasonably be expected to (with or without notice or lapse of time) give rise to or serve as a basis for the assertion of any case set forth in (i) or (ii) above where such claim has been resolved and did not have and other than claims that, if adversely determined, would not constitute a Company Material Adverse Effect. (e) None of the Acquired Corporations has Knowledge of any facts which would reasonably be expected to cause the withdrawal or recall of any Company Product sold or intended to be sold by or on behalf of any of the Acquired Corporations or any adverse events or safety concerns that would have a Material Adverse Effect material impact on the Companyability to market any such Company Product.

Sale of Products; Performance of Services. (a) Since January 1, 2001Except to the extent covered by the net warranty reserve reflected in the Most Recent Financials, each Company Product, system, program, or other asset solar system that has been designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or any of its Subsidiaries since January 1, 2010 to any Person: : (i) has materially conformed and complied in all material respects with the terms and requirements of any applicable warranty or other Contract delivered in connection therewith and with all applicable Legal Requirements, except where any nonconformance or noncompliance has been cured or convertedmaterial Laws; and and (ii) has been was free of any bug, virus, design defect or other defect or deficiency at the time it was sold or otherwise made available, other than (A) any immaterial bug or similar defect that would not adversely affect in any material respect such product, system, program, Company Intellectual Property or other asset system (or the operation or performance thereof) or (B) defects that were subsequently repaired by the Company such that the existence of any bug such prior defect or defect that has since been corrected, remediated deficiency would not adversely affect in any material respect such system (or curedthe operation or performance thereof). (iiib) All installation services, programming services, repair services, maintenance services, support services, training services, upgrade services and other services that have been performed by the Company or and its Subsidiaries were performed properly and in full conformity in all material respects with the terms and requirements of all applicable warranties and other Contracts delivered in connection therewith and with all applicable Legal Requirementsmaterial Laws, and the financial results of the performance of such services have been reflected in the Financial Statements in accordance with GAAP. (bc) Since January 1, 2001Except in the ordinary course of business or as would not otherwise reasonably be expected to have a Company Material Adverse Effect, no customer or other Person has asserted or overtly threatened to assert any claim against any of the Company or its Subsidiaries (i) under or based upon any warranty provided by or on behalf of any of the Company or its Subsidiaries, or (ii) under or based upon any other warranty relating to any product, system, program, or other asset solar system designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or its Subsidiaries or any services performed by any of the Company or its Subsidiaries, except in any case set forth in (i) or (ii) above where such claim has been resolved and did not have and would not reasonably expected to have a Material Adverse Effect on the Company.

Sale of Products; Performance of Services. (a) Since January 1December 30, 2001, each the Company has not received any notice from any Person that a Company Product, system, program, or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or its Subsidiaries to any Person: (i) has not conformed and complied in all material respects with the terms and requirements of any applicable warranty or other Contract delivered in connection therewith and with all applicable Legal Requirements, except where any nonconformance or noncompliance has been cured or converted; and (ii) has been free of contained any bug, virus, design defect or other defect or deficiency at the time it was sold or otherwise made available, other than any immaterial bug or similar defect that would not adversely affect in any material respect such product, system, program, Company Intellectual Property or other asset (or the operation or performance thereof) or any bug or defect that has since been corrected, remediated or cured. (iii) All installation services; provided, programming serviceshowever, repair services, maintenance services, support services, training services, upgrade services and other services that have been performed by the Company or its Subsidiaries were performed properly and Company's receipt of warranty returns in full conformity with the terms and requirements Ordinary Course of all applicable warranties and other Contracts delivered in connection therewith and with all applicable Legal RequirementsBusiness shall not be deemed to constitute notice within this meaning of this Section 3.16(a). (b) Since January 1December 30, 2001, no customer or other Person has asserted or threatened to assert any claim against any of the Company or its Subsidiaries (i) under or based upon any warranty provided by or on behalf of any of the Company or its SubsidiariesCompany, or (ii) under or based upon any other warranty relating to any product, system, program, or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or its Subsidiaries or any services performed by any of the Company or its SubsidiariesCompany, except in any case set forth in (i) or (ii) above where such claim has been resolved and did not have and would not reasonably be expected to have a Material Adverse Effect on the CompanyEffect.

Sale of Products; Performance of Services. (a) Since January 1December 30, 2001, each the Company has not received any notice from any Person that a Company Product, system, program, or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or its Subsidiaries to any Person: (i) has not conformed and complied in all material respects with the terms and requirements of any applicable warranty or other Contract delivered in connection therewith and with all applicable Legal Requirements, except where any nonconformance or noncompliance has been cured or converted; and (ii) has been free of contained any bug, virus, design defect or other defect or deficiency at the time it was sold or otherwise made available, other than any immaterial bug or similar defect that would not adversely affect in any material respect such product, system, program, Company Intellectual Property or other asset (or the operation or performance thereof) or any bug or defect that has since been corrected, remediated or cured. (iii) All installation services; provided, programming serviceshowever, repair services, maintenance services, support services, training services, upgrade services and other services that have been performed by the Company or its Subsidiaries were performed properly and Company’s receipt of warranty returns in full conformity with the terms and requirements Ordinary Course of all applicable warranties and other Contracts delivered in connection therewith and with all applicable Legal RequirementsBusiness shall not be deemed to constitute notice within this meaning of this Section 3.16(a). (b) Since January 1December 30, 2001, no customer or other Person has asserted or threatened to assert any claim against any of the Company or its Subsidiaries (i) under or based upon any warranty provided by or on behalf of any of the Company or its SubsidiariesCompany, or (ii) under or based upon any other warranty relating to any product, system, program, or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or its Subsidiaries or any services performed by any of the Company or its SubsidiariesCompany, except in any case set forth in (i) or (ii) above where such claim has been resolved and did not have and would not reasonably be expected to have a Material Adverse Effect on the CompanyEffect.

Sale of Products; Performance of Services. (aA) Since January 1Part 2.11(a) of the Disclosure Schedule accurately identifies and describes each Company Software product that is currently being developed, 2001marketed, distributed, licensed or sold by any Acquired Corporation. (B) Except as set forth in Part 2.11(b) of the Disclosure Schedule, each Company Productproduct, system, program, item of Intellectual Property or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or its Subsidiaries Acquired Corporations to any Person: : (i) has conformed and complied in all material respects with the terms and requirements of any applicable warranty or other Contract delivered in connection therewith and with all applicable Legal Requirements, except where any nonconformance or noncompliance has been cured or converted; and and (ii) has been was free of any bug, virus, design defect or other defect or deficiency at the time it was sold sold, licensed or otherwise made available, other than any immaterial bug or similar defect that would has not adversely affect had and could not reasonably be expected to have an adverse effect, in any material respect respect, on such product, system, program, Company Intellectual Property or other asset (or the operation or performance thereof) ). The Company has made available to Parent an accurate and complete copy of the most recent "bug list" with respect to each component or any bug or defect that has since been corrected, remediated or curedmodule of the Company Software. (iiiC) All installation services, programming services, integration services, repair services, maintenance services, support services, training services, upgrade services and other services that have been performed by the Company or its Subsidiaries Acquired Corporations were performed properly and in full conformity with the terms and requirements of all applicable warranties and other Contracts delivered in connection therewith and with all applicable Legal Requirements, in all material respects. (bD) Since January 1Except as set forth in Part 2.11(d) of the Disclosure Schedule, 2001since December 31, 2003, no customer or other Person has asserted or or, to the Company's knowledge, threatened to assert any claim against any of the Company or its Subsidiaries Acquired Corporations: (i) under or based upon any warranty provided by or on behalf of any of the Company or its Subsidiaries, Acquired Corporations; or (ii) under or based upon any other warranty relating to any product, system, program, or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or its Subsidiaries or any services performed by any of the Company or its Subsidiaries, except in any case Acquired Corporations. (E) Except as set forth in (iPart 2.11(e) of the Disclosure Schedule, since December 31, 2003, no end-user customer, distributor, reseller, or (ii) above where such claim sales representative has been resolved and did not have and would not reasonably expected terminated or, to have a Material Adverse Effect on the Company's knowledge, threatened or expressed an intention or desire to terminate or not to renew, its relationship or any Contract with any of the Acquired Corporations, or expressed any dissatisfaction with the performance, operation or functionality of the Company Software (other than reporting "bugs" in the ordinary course of business).

Sale of Products; Performance of Services. (a) Since January 1Part 2.11(a) of the Disclosure Schedule accurately identifies and describes each Company Software product that is currently being developed, 2001marketed, distributed, licensed or sold by any Acquired Corporation. (b) Except as set forth in Part 2.11(b) of the Disclosure Schedule, each Company Productproduct, system, program, item of Intellectual Property or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or its Subsidiaries Acquired Corporations to any Person: : (i) has conformed and complied in all material respects with the terms and requirements of any applicable warranty or other Contract delivered in connection therewith and with all applicable Legal Requirements, except where any nonconformance or noncompliance has been cured or converted; and and (ii) has been was free of any bug, virus, design defect or other defect or deficiency at the time it was sold sold, licensed or otherwise made available, other than any immaterial bug or similar defect that would has not adversely affect had and could not reasonably be expected to have an adverse effect, in any material respect respect, on such product, system, program, Company Intellectual Property or other asset (or the operation or performance thereof) ). The Company has made available to Parent an accurate and complete copy of the most recent “bug list” with respect to each component or any bug or defect that has since been corrected, remediated or curedmodule of the Company Software. (iiic) All installation services, programming services, integration services, repair services, maintenance services, support services, training services, upgrade services and other services that have been performed by the Company or its Subsidiaries Acquired Corporations were performed properly and in full conformity with the terms and requirements of all applicable warranties and other Contracts delivered in connection therewith and with all applicable Legal Requirements, in all material respects. (bd) Since January 1Except as set forth in Part 2.11(d) of the Disclosure Schedule, 2001since December 31, 2003, no customer or other Person has asserted or or, to the Company’s knowledge, threatened to assert any claim against any of the Company or its Subsidiaries Acquired Corporations: (i) under or based upon any warranty provided by or on behalf of any of the Company or its Subsidiaries, Acquired Corporations; or (ii) under or based upon any other warranty relating to any product, system, program, or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or its Subsidiaries or any services performed by any of the Company or its Subsidiaries, except in any case Acquired Corporations. (e) Except as set forth in (iPart 2.11(e) of the Disclosure Schedule, since December 31, 2003, no end-user customer, distributor, reseller, or (ii) above where such claim sales representative has been resolved and did not have and would not reasonably expected terminated or, to have a Material Adverse Effect on the Company’s knowledge, threatened or expressed an intention or desire to terminate or not to renew, its relationship or any Contract with any of the Acquired Corporations, or expressed any dissatisfaction with the performance, operation or functionality of the Company Software (other than reporting “bugs” in the ordinary course of business).

Sale of Products; Performance of Services. (a) Since January 1, 2001, each Company ProductEach product, system, program, Proprietary Asset or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or its Subsidiaries Companies to any Person: (i) has Person conformed and complied in all material respects with the terms and requirements of any applicable warranty or other Contract delivered in connection therewith and with all applicable Legal Requirements, except where any nonconformance for failures to conform or noncompliance has been cured comply that individually or converted; and (ii) has been free of any bug, virus, design defect or other defect or deficiency at in the time it was sold or otherwise made available, other than any immaterial bug or similar defect that would aggregate have not adversely affect in any material respect such product, system, program, Company Intellectual Property or other asset (or had and could not reasonably be expected to have a Material Adverse Effect on the operation or performance thereof) or any bug or defect that has since been corrected, remediated or curedCompany. (iiib) All installation services, design services, development services, programming services, repair services, maintenance services, support services, training services, upgrade services and other services that have been performed by any of the Company or its Subsidiaries Companies were performed properly and in full conformity with the terms and requirements of all applicable warranties and other Contracts delivered in connection therewith and with all applicable Legal Requirements, except for failures to conform or comply that individually or in the aggregate have not had and could not reasonably be expected to have a Material Adverse Effect on the Company. (bc) Since January 1Except as set forth in Part 2.17(c) of the Disclosure Schedule, 2001since December 31, 1995 no customer or other Person has asserted or threatened to assert any claim against any of the Company Companies that constituted or its Subsidiaries will constitute greater than 5% of the total warranty claims made in the year such claim was made (i1) under or based upon any warranty provided by or on behalf of any of the Company or its SubsidiariesCompanies, or (ii2) under or based upon any other warranty relating to any product, system, program, Proprietary Asset or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or its Subsidiaries Companies or any services performed by any of the Companies. To the best of the Knowledge of the Company and the Principal Shareholders, no event has occurred, and no condition or its Subsidiariescircumstance exists, except in that might (with or without notice or lapse of time) directly or indirectly give rise to or serve as a basis for the assertion of any case set forth in (i) or (ii) above where such claim has been resolved and did not have and would not reasonably expected to have a Material Adverse Effect on the Companyclaim.

Sale of Products; Performance of Services. (a) Since January 1, 2001Except as set forth in Part 2.13(a) of the Company Disclosure Schedule, each Company Productproduct, system, program, Intellectual Property or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or its Subsidiaries Acquired Corporations to any Person: (i) has conformed and complied in all material respects with the terms and requirements of any applicable warranty or other Contract delivered in connection therewith and with all applicable Legal Requirements, except where any nonconformance or noncompliance has been cured or converted; and (ii) has been was free of any bug, virus, design defect or other defect or deficiency at the time it was sold or otherwise made available, other than any immaterial bug or similar defect that would not adversely affect in any material respect such product, system, program, Company Acquired Corporation Intellectual Property or other asset (or the operation or performance thereof) ), except for such design defects or any bug other defects or defect that has since been correcteddifferences that, remediated or curedtaken in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. (iiib) All Except as set forth in Part 2.13(b) of the Company Disclosure Schedule, all installation services, programming services, repair services, maintenance services, support services, training services, upgrade services and other services that have been performed by the Company or its Subsidiaries Acquired Corporations were performed properly and in full conformity with the terms and requirements of all applicable warranties and other Contracts delivered in connection therewith and with all applicable Legal Requirements. (bc) Since January 1, 2001Except as set forth in Part 2.13(c) of the Company Disclosure Schedule, no customer or other Person has asserted or threatened to assert any claim claim, right or privilege against any of the Company or its Subsidiaries Acquired Corporations (i) under or based upon any warranty provided by or on behalf of any of the Company Acquired Corporations, (ii) under or its Subsidiariesbased upon any right arising as a result of the late, delayed or non-performance by any of the Acquired Corporations of any obligations thereof under any Material Contract related to any product system or program designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Acquired Corporations, or (iiiii) under or based upon any other warranty relating to any product, system, program, Intellectual Property or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or its Subsidiaries Acquired Corporations or any services performed by any of the Company or its Subsidiaries, except in any case set forth in (i) or (ii) above where such claim has been resolved and did not have and would not reasonably expected to have a Material Adverse Effect on the CompanyAcquired Corporations.

Sale of Products; Performance of Services. (ai) Since January 1, 2001, each Company Productproduct, system, program, or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or its Subsidiaries StorCOMM to any Person: (i) A. has conformed and complied in all material respects with the terms and requirements of any applicable warranty or other Contract delivered in connection therewith and with all applicable Legal Requirementslaw, except where any nonconformance or noncompliance has been cured or converted; and (ii) B. has been free of any bug, virus, design defect or other defect or deficiency at the time it was sold or otherwise made available, other than any immaterial bug or similar defect that would not adversely affect in any material respect such product, system, program, Company Intellectual Property or other asset (or the operation or performance thereof) or any bug or defect that has since been corrected, remediated or cured. (iiiii) All Since January 1, 2001, all installation services, programming services, repair services, maintenance services, support services, training services, upgrade services and other services that have been performed by the Company or its Subsidiaries StorCOMM were performed properly and in full conformity with the terms and requirements of all applicable warranties and other Contracts delivered in connection therewith and with all applicable Legal Requirementslaws. (biii) Since January 1, 2001, no customer or other Person has asserted or threatened to assert any claim against any of the Company or its Subsidiaries StorCOMM (i) under or based upon any warranty provided by or on behalf of any of the Company or its SubsidiariesStorCOMM, or (ii) under or based upon any other warranty relating to any product, system, program, or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or its Subsidiaries StorCOMM or any services performed by any of the Company or its SubsidiariesStorCOMM, except in any case set forth in (i) or (ii) above where such claim has been resolved and did not have and would not reasonably be expected to have a Material Adverse Effect on the CompanyStorCOMM.

Sale of Products; Performance of Services. (ai) Since January 1, 2001, each Company Productproduct, system, program, or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or its Subsidiaries CCA to any Person: (i) A. has conformed and complied in all material respects with the terms and requirements of any applicable warranty or other Contract delivered in connection therewith and with all applicable Legal Requirementslaw, except where any nonconformance or noncompliance has been cured or converted; and (ii) B. has been free of any bug, virus, design defect or other defect or deficiency at the time it was sold or otherwise made available, other than any immaterial bug or similar defect that would not adversely affect in any material respect such product, system, program, Company Intellectual Property or other asset (or the operation or performance thereof) or any bug or defect that has since been corrected, remediated or cured. (iiiii) All Since January 1, 2001, all installation services, programming services, repair services, maintenance services, support services, training services, upgrade services and other services that have been performed by the Company or its Subsidiaries CCA were performed properly and in full conformity with the terms and requirements of all applicable warranties and other Contracts delivered in connection therewith and with all applicable Legal Requirementslaws. (biii) Since January 1, 2001, no customer or other Person has asserted or threatened to assert any claim against any of the Company or its Subsidiaries CCA (i) under or based upon any warranty provided by or on behalf of any of the Company or its SubsidiariesCCA, or (ii) under or based upon any other warranty relating to any product, system, program, or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or its Subsidiaries CCA or any services performed by any of the Company or its SubsidiariesCCA, except in any case set forth in (i) or (ii) above where such claim has been resolved and did not have and would not reasonably be expected to have a Material Adverse Effect on the CompanyCCA.