Seller Response. Seller will provide telephone and on-site response to Central Site, defined as the Customer’s primary data processing facility, and Remote Site, defined as any site outside the Central Site, as shown in Support Plan Options and Pricing Worksheet.
Seller Response. Seller will use best efforts to provide Customer with a resolution within the appropriate Target Resolution Time and in accordance with the assigned Severity Level when Customer allows timely access to the System and Seller diagnostics indicate that a Residual Error is present in the Software. Target Resolution Times may not apply if an error cannot be reproduced on a regular basis on either Seller’s or Customer’s Systems. Should Customer report an error that Seller cannot reproduce, Seller may enable a detail error capture/logging process to monitor the System. If Seller is unable to correct the reported Residual Error within the specified Target Resolution Time, Seller will escalate its procedure and assign such personnel or designee to correct such Residual Error promptly. Should Seller, in its sole discretion, determine that such Residual Error is not present in its Release, Seller will verify:
(a) the Software operates in conformity to the System Specifications, (b) the Software is being used in a manner for which it was intended or designed, and (c) the Software is used only with approved hardware or software. The Target Resolution Time shall not commence until such time as the verification procedures are completed.
Seller Response. Upon receipt of a Defective Interest Notice, the Seller shall give written counter-notice (“Defect Counter-Notice”) to Purchaser within three (3) days that it (i) intends to correct the asserted Defective Interest, or (ii) does not intend to correct the Defective Interest, or (iii) disagrees that the asserted Defective Interest exists. If Seller gives a Defect Counter-Notice of intent to correct such asserted Defective Interest, it shall have a period of seven (7) days from delivery of the Defect Counter-Notice (the “Cure Period”) to correct such asserted Defective Interest at its own expense, and the Closing Date shall be extended until the third (3rd) day after the earliest to occur of the following: (A) Seller notifies Purchaser that the Defective Interest is corrected (and it in fact has been corrected) (B) the Seller notifies Purchaser it cannot correct the Defective Interest, or (C) the expiration of the Cure Period. If Seller gives a Defect Counter-Notice that it disagrees there is a Defective Interest, then the existence or non-existence of a Defective Interest (and if it exists, the amount by which the Purchase Price will be reduced because of the Defective Interest), will be determined by arbitration pursuant to ARTICLE XVI herein. The failure of Seller to deliver a Defect Counter-Notice shall be deemed to be an admission of the existence of such Defective Interest and a waiver of its right to correct such Defective Interest (and an agreement that the amount by which the Allocated Value of the Defective Interest to which the Defective Interest relates is the amount stated in Purchaser’s Defect Interest Notice pursuant to clause (iii) of Section 9.2(b)).
Seller Response. Motorola Solutions will provide telephone and on-site response to Central Site, defined as the Customer’s primary data processing facility, and Remote Site, defined as any site outside the Central Site, as shown in Support Plan Options and Pricing Worksheet.
Seller Response. Following receipt or deemed receipt of Buyer's notice pursuant to Section 13.2, the following shall occur:
a. upon Seller's receipt or deemed receipt of a notice of the nature described in Section 13.2(a) or (b), Seller shall forthwith become entitled to receive all of the funds then on deposit in the Joint Account, together with all interest accrued thereon; and
b. upon Seller's receipt of a notice of the nature described in Section 13.2(c), Seller shall be entitled to either:
i. confirm that its indemnity undertaking set forth in Section 10 covers the Claims identified in Buyer's notice, whereupon Seller shall forthwith become entitled to receive all of the funds then on deposit in the Joint Account, together with all interest accrued thereon, or
ii. state by written notice to Buyer and to Bank One that it rescinds this Agreement, whereupon this Agreement shall forthwith be rescinded and Buyer shall become entitled to receive all of the funds then on deposit in the Joint Account, together with all interest accrued thereon. In the event that Seller fails to deliver any notice of the nature referred to in Section 13.3(b) or fails to deliver a notice conforming with either clause (b)(i) or (b)(ii), in either case on or prior to March 1, 2000, then Seller shall be deemed to have delivered a notice of the nature described in Section 13.3(b)(ii) with the effects set forth therein and in Section 3.4; provided that such deadline shall be postponed until a date which is 10 days following the completion of the TUV Rhineland evaluation set forth in Section 10.4(d) in the event that such an evaluation is demanded by Seller by notice to Buyer on or prior to February 15, 2000.
Seller Response. The Seller Representative may object to the Buyer Statement before 5:00 pm Central U.S. time on the 30th day following the Seller Representative’s receipt thereof (the “Seller Response Deadline”) by delivering to the Buyer a response (the “Seller Response”) setting forth (A) each line item of the Buyer Statement (and each element of each such line item) that is disputed by the Seller Representative, (B) the Seller Representative’s good faith determination of each such line item and element, and (C) the Seller Representative’s good faith determination of the amount of the Cash Consideration. The Seller Response shall provide reasonable detail with respect to the nature of the Seller Representative’s dispute with each disputed line item and element and the manner of its determination of the amount(s) thereof. Seller Representative shall have reasonable access to the books and records of the Company to the extent described in Section 2.5(c)(v). (iii)
