Common use of Warranties and Disclaimer of Warranties Clause in Contracts

Warranties and Disclaimer of Warranties. (a) Lessee represents that, as of the date the Equipment is installed, it shall have (i) thoroughly inspected the Equipment, (ii) determined for itself that all Items of Equipment are of a size, design, capacity and manufacture selected by it, and (iii) satisfied itself that the Equipment is suitable for Lessee purposes. Lessee authorizes Lessor to insert in each Supplement the serial numbers and other identifying data of the Equipment from the manufacturer's invoice. (b) Lessee hereby covenants, represents and warrants with respect to this Lease and each Supplement executed hereunder that: (i) the execution, delivery and performance thereof by Lessee have been duly approved and authorized by all necessary corporate action; (ii) the individual executing such was duly authorized to do so; (iii) the Lease and each Equipment supplemental constitute legal, valid and binding agreements of Lessee enforceable in accordance with their respective terms; and, (iv) the Equipment is personal property and when subjected to use by Lessee will not be or become a fixture under applicable law. (v) Lessee is a valid corporation and is properly authorized to do business in the jurisdictions relevant to the Lease. (vi) Lessee maintains a chief office in the city and state listed on page 1 of this Lease. (vii) The transaction does not require shareholder approval, or approval by any other holders of indebtedness. (viii) The transaction does not violate any laws and does not constitute a default under any of it other obligations. (ix) The consummation of the Lease agreement does not require the consent or approval of any branch of government, or authority. (x) There are no suits pending against the Lessee with a potential material adverse effect, and no further action, aside from the filing of financing statements is required to perfect the Lessor's title and interest in the Equipment. (xi) No event of default has occurred under the Lease and the financial statements furnished by the Lessee to the Lessor prior to the date of the Lease fairly represent the financial condition of the Lessee. (xii) As of the date of this Lease, the Lessee does not contemplate any merger, consolidation, or sale of its assets with any other entity. (xiii) In the event of a "sale and leaseback": (aa) Lessor will receive good and marketable title to the Equipment free and clear of all liens, except as to the rights of Lessee and liens and encumbrances created by Lessor; (bb) All taxes associated with the Lease have been paid (other than such taxes which are being contested by Lessee in good faith); and (cc) Lessee is solvent and will not be rendered insolvent by the sale of the Equipment. (c) LESSOR SUPPLIES THE EQUIPMENT "AS IS" AND NOT BEING THE MANUFACTURER OF THE EQUIPMENT, THE MANUFACTURER'S AGENT OR THE SUPPLIER'S AGENT, MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE EQUIPMENT'S MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, QUALITY, CAPACITY, MATERIAL OR WORKMANSHIP, OR AS TO PATENT INFRINGEMENT OR THE LIKE, it being agreed that all such risks, as between Lessor and Lessee, are to be borne by Lessee. Lessor disclaims any warranty that the Equipment is in compliance with any applicable governmental regulations or requirements. Lessor has no familiarity with the Equipment. Lessee agrees to look solely to the manufacturer or the supplier of the Equipment for any and all warranty claims and any and all warranties made by the manufacturer or the supplier to Lessor are hereby assigned to Lessee, to the extent permitted by the manufacturer or the supplier, for the term of the applicable Supplement. Lessee agrees that Lessor shall not be responsible for the delivery, installation, maintenance, operation or service of the Equipment or for delay or inadequacy of any or all of the foregoing. Lessor shall not be responsible for any direct, indirect, special or consequential loss or damage resulting from installation (including strict liability in tort). Lessee (and any guarantor of Lessee's performance under the Lease) shall defend, indemnify and hold Lessor harmless from and against any and all claims, actions, damages, demands, obligations, liabilities and liens and all costs and expenses, including but not limited to reasonable attorneys' and accountants' fees and court costs, incurred by Lessor in connection therewith, arising out of the Lease including but not limited to the purchase, ownership, leasing, licensing, possession, maintenance, design, manufacture, condition, use or return of the Equipment, or arising by operation of law or on account of personal injury, strict liability in tort, negligence or patent, trade secret, trademark, or copyright infringement excluding, however, any of the foregoing to the extent they result from the gross negligence or willful misconduct of Lessor.

Warranties and Disclaimer of Warranties. (a) Lessee represents that, as of the date Installation Date set forth in the applicable Equipment is installedSchedule, it shall have (i) thoroughly inspected the Equipment, (ii) determined for itself that all Items of Equipment are of a size, design, capacity capacity, and manufacture selected by it, and (iii) satisfied itself that the Equipment is suitable for Lessee Lessee's purposes. Lessee authorizes Lessor to insert in each Supplement Equipment Schedule the serial numbers and other identifying data of the Equipment from the manufacturer's invoiceEquipment. (b) Lessee hereby covenants, represents represents, and warrants with respect to this Lease and each Supplement Equipment Schedule executed hereunder as of the Installation Date of any Item of Equipment that: : (i) the execution, delivery delivery, and performance thereof by Lessee have been duly approved and authorized by all necessary corporate action; ; (ii) the individual executing such was duly authorized to do so; ; (iii) the Lease and each Equipment supplemental Schedule constitute legal, valid valid, and binding agreements of Lessee enforceable in accordance with their respective terms; and, and (iv) the Equipment is personal property and when subjected to use by Lessee will not be or become a fixture fixtures under applicable law. (v) Lessee is a valid corporation and is properly authorized to do business in the jurisdictions relevant to the Lease. (vi) Lessee maintains a chief office in the city and state listed on page 1 of this Lease. (vii) The transaction does not require shareholder approval, or approval by any other holders of indebtedness. (viii) The transaction does not violate any laws and does not constitute a default under any of it other obligations. (ix) The consummation of the Lease agreement does not require the consent or approval of any branch of government, or authority. (x) There are no suits pending against the Lessee with a potential material adverse effect, and no further action, aside from the filing of financing statements is required to perfect the Lessor's title and interest in the Equipment. (xi) No event of default has occurred under the Lease and the financial statements furnished by the Lessee to the Lessor prior to the date of the Lease fairly represent the financial condition of the Lessee. (xii) As of the date of this Lease, the Lessee does not contemplate any merger, consolidation, or sale of its assets with any other entity. (xiii) In the event of a "sale and leaseback": (aa) Lessor will receive good and marketable title to the Equipment free and clear of all liens, except as to the rights of Lessee and liens and encumbrances created by Lessor; (bb) All taxes associated with the Lease have been paid (other than such taxes which are being contested by Lessee in good faith); and (cc) Lessee is solvent and will not be rendered insolvent by the sale of the Equipment. (c) LESSOR SUPPLIES THE EQUIPMENT "AS IS" IS AND NOT BEING THE MANUFACTURER OF THE EQUIPMENT, THE MANUFACTURER'S AGENT AGENT, OR THE SUPPLIER'S AGENT, MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE EQUIPMENT'S MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, QUALITY, CAPACITY, MATERIAL OR MATERIAL, WORKMANSHIP, CONFORMITY TO THE PROVISIONS AND SPECIFICATIONS OF ANY PURCHASE ORDER(S) RELATING THERETO, OR AS TO PATENT INFRINGEMENT OR THE LIKELIKE OR ANY SOFTWARE USED IN THE EQUIPMENT, it being agreed that all such risks, as between Lessor and Lessee, are to be borne by Lessee. Lessor disclaims any warranty that the Equipment is in compliance with any applicable governmental regulations or requirements. Lessor has no familiarity with the Equipment. Lessee agrees to look solely to the manufacturer Manufacturer or to the supplier of the Equipment for any and all warranty claims and any and all warranties made by the manufacturer Manufacturer or the supplier to Lessor are hereby assigned to Lessee, to the extent permitted by the manufacturer Manufacturer or the supplier, for the term of the applicable SupplementEquipment Schedule. Lessee agrees that Lessor shall not be responsible for the delivery, installation, maintenance, operation operation, or service of the Equipment or for delay or inadequacy of any or all of the foregoing. Lessor shall not be responsible for any directgeneral, indirectincidental, special special, or consequential loss or damage resulting from installation the installation, operation, or use of the Equipment or otherwise (including strict liability in tort). Lessee (and any guarantor of Lessee's performance under the Lease) shall will defend, indemnify indemnify, and hold Lessor harmless from and on an after-tax basis against any and all claims, actions, damages, demands, obligations, and liabilities and liens and all costs and expenses, including but not limited to reasonable attorneys' and accountants' fees and court costs, incurred by Lessor in connection therewith, arising out of or in connection with the Lease including but not limited to the purchase, ownership, leasing, licensing, possession, maintenance, design, manufacture, conditionpossession, use or return operation of the Equipment, or arising by operation of law or on account of personal injury, including strict liability in tort, negligence or patent, trade secret, trademark, or copyright infringement excluding, however, any of the foregoing to the extent they result from the gross negligence or willful misconduct of Lessor.

Warranties and Disclaimer of Warranties. (a) Lessee represents that, as of the date Installation Date set forth in the applicable Equipment is installedSchedule, it shall have (i) thoroughly inspected the Equipment, (ii) determined for itself that all Items of Equipment are of a size, design, capacity capacity, and manufacture selected by it, and (iii) satisfied itself that the Equipment is suitable for Lessee Lessee's purposes. Lessee authorizes Lessor to insert in each Supplement Equipment Schedule the serial numbers and other identifying data of the Equipment from the manufacturer's invoiceEquipment. (b) Lessee hereby covenants, represents represents, and warrants with respect to this Lease and each Supplement Equipment Schedule executed hereunder that: as of the Installation Date of any Item of Equipment that (i) the execution, delivery delivery. and performance thereof by Lessee have been duly approved and authorized by all necessary corporate action; ; (ii) the individual executing such was duly authorized to do so; ; (iii) the Lease and each Equipment supplemental Schedule constitute legal, valid valid, and binding agreements of Lessee enforceable in accordance with their respective terms; and, and (iv) the Equipment is personal property and when subjected to use by Lessee will not be or become a fixture fixtures under applicable law. (v) Lessee is a valid corporation and is properly authorized to do business in the jurisdictions relevant to the Lease. (vi) Lessee maintains a chief office in the city and state listed on page 1 of this Lease. (vii) The transaction does not require shareholder approval, or approval by any other holders of indebtedness. (viii) The transaction does not violate any laws and does not constitute a default under any of it other obligations. (ix) The consummation of the Lease agreement does not require the consent or approval of any branch of government, or authority. (x) There are no suits pending against the Lessee with a potential material adverse effect, and no further action, aside from the filing of financing statements is required to perfect the Lessor's title and interest in the Equipment. (xi) No event of default has occurred under the Lease and the financial statements furnished by the Lessee to the Lessor prior to the date of the Lease fairly represent the financial condition of the Lessee. (xii) As of the date of this Lease, the Lessee does not contemplate any merger, consolidation, or sale of its assets with any other entity. (xiii) In the event of a "sale and leaseback": (aa) Lessor will receive good and marketable title to the Equipment free and clear of all liens, except as to the rights of Lessee and liens and encumbrances created by Lessor; (bb) All taxes associated with the Lease have been paid (other than such taxes which are being contested by Lessee in good faith); and (cc) Lessee is solvent and will not be rendered insolvent by the sale of the Equipment. (c) LESSOR SUPPLIES THE EQUIPMENT "AS IS" IS AND NOT BEING THE MANUFACTURER OF THE EQUIPMENT, THE MANUFACTURER'S AGENT AGENT, OR THE SUPPLIER'S AGENT, MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE EQUIPMENT'S MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, QUALITY, CAPACITY, MATERIAL OR MATERIAL, WORKMANSHIP, CONFORMITY TO THE PROVISIONS AND SPECIFICATIONS OF ANY PURCHASE ORDER(S) RELATING THERETO, OR AS TO PATENT INFRINGEMENT OR THE LIKELIKE OR ANY SOFTWARE USED IN THE EQUIPMENT, it being agreed that all such risks, as between Lessor and Lessee, are to be borne by Lessee. Lessor disclaims any warranty that the Equipment is in compliance with any applicable governmental regulations or requirements. Lessor has no familiarity with the Equipment. Lessee agrees to look solely to the manufacturer Manufacturer or to the supplier of the Equipment for any and all warranty claims and any and all warranties made by the manufacturer Manufacturer or the supplier to Lessor are hereby assigned to Lessee, to the extent permitted by the manufacturer Manufacturer or the supplier, for the term of the applicable SupplementEquipment Schedule. Lessee agrees that Lessor shall not be responsible for the delivery, installation, maintenance, operation operation, or service of the Equipment or for delay or inadequacy of any or all of the foregoing. Lessor shall not be responsible for any directgeneral, indirectincidental, special special, or consequential loss or damage resulting from installation the installation, operation, or use of the Equipment or otherwise (including strict liability in tort). Lessee (and any guarantor of Lessee's performance under the Lease) shall will defend, indemnify indemnify, and hold Lessor harmless from and on an after-tax basis against any and all claims, actions, damages, demands, obligations, and liabilities and liens and all costs and expenses, including but not limited to reasonable attorneys' and accountants' fees and court costs, incurred by Lessor in connection therewith, arising out of or in connection with the Lease including but not limited to the purchase, ownership, leasing, licensing, possession, maintenance, design, manufacture, conditionpossession, use or return operation of the Equipment, or arising by operation of law or on account of personal injury, including strict liability in tort, negligence or patent, trade secret, trademark, or copyright infringement excluding, however, any of the foregoing to the extent they result from the gross negligence or willful misconduct of Lessor.

Warranties and Disclaimer of Warranties. (a) Lessee eFunds warrants that, during the term of this Agreement, all the Products described in Attachment A will comply, in all material respects, with the specifications described in applicable Product documentation published by eFunds; that all the Processing Services described in Attachment A will be performed in a workmanlike manner; that its employees shall have the proper skill, training, and background so as to be able to perform the Processing Services described in Attachment A in a workmanlike manner; and that eFunds will secure any permits and licenses necessary to perform the Processing Services or provide the Products described in Attachment A. Customer represents and warrants that, as of the date Effective Date, and at all times during the Equipment is installed, it shall have term of this Agreement: (i) thoroughly inspected all information contained in Customer’s application to purchase the EquipmentProducts and Processing Services reflected in Attachment A, together with any other information provided to eFunds by Customer in connection with this Agreement, is true and complete in all material respects; (ii) determined for itself that all Items of Equipment are of a sizeit has the power to execute, design, capacity deliver and manufacture selected by it, and perform this Agreement; (iii) satisfied itself this Agreement is duly authorized and will not violate any provisions of law or conflict with any other agreement to which Customer is subject or by which Customer’s assets are bound; (iv) it has all licenses, if any, required to conduct its business, and is legally qualified to conduct business in every jurisdiction where it does so; and (v) there is no action, suit or proceeding, pending, or threatened, that, if adversely decided to Customer, would impair Customer’s ability to carry on its business or perform its obligations under this Agreement. eFunds further warrants that the Equipment is suitable Processing Services will, during the term of this Agreement, meet the specifications described in the applicable Documentation and that eFunds will provide accurate output from input material submitted for Lessee purposesprocessing, except that eFunds shall not be responsible for the accuracy or adequacy of input material nor the resultant output from any inadequate or inaccurate input data. Lessee authorizes Lessor The accuracy and adequacy of input shall be judged as received at the eFunds data processing center. The accuracy and adequacy of output shall be judged as sent from the eFunds data processing center. The sole liability to insert in each Supplement the serial numbers and other identifying data Customer for breach of the Equipment from warranties under this section shall be, without additional charge to Customer, to make such corrections as may be necessary to keep the manufacturer's invoice. (b) Lessee hereby covenants, represents and warrants with respect to this Lease and each Supplement executed hereunder that: (i) the execution, delivery and performance thereof by Lessee have been duly approved and authorized by all necessary corporate action; (ii) the individual executing such was duly authorized to do so; (iii) the Lease and each Equipment supplemental constitute legal, valid and binding agreements of Lessee enforceable Processing Services in operating order in accordance with their respective terms; and, (iv) the Equipment is personal property and when subjected to use by Lessee will not be or become a fixture under applicable law. (v) Lessee is a valid corporation and is properly authorized to do business specifications described in the jurisdictions relevant to the Lease. (vi) Lessee maintains a chief office Documentation, or in the city alternative, to reprocess the input material to provide accurate and state listed on page 1 of this Lease. (vii) The transaction does not require shareholder approvaladequate output. . EXCEPT AS SPECIFICALLY STATED IN THIS SECTION, or approval by any other holders of indebtedness. (viii) The transaction does not violate any laws and does not constitute a default under any of it other obligations. (ix) The consummation of the Lease agreement does not require the consent or approval of any branch of government, or authority. (x) There are no suits pending against the Lessee with a potential material adverse effect, and no further action, aside from the filing of financing statements is required to perfect the Lessor's title and interest in the Equipment. (xi) No event of default has occurred under the Lease and the financial statements furnished by the Lessee to the Lessor prior to the date of the Lease fairly represent the financial condition of the Lessee. (xii) As of the date of this Lease, the Lessee does not contemplate any merger, consolidation, or sale of its assets with any other entity. (xiii) In the event of a "sale and leaseback": (aa) Lessor will receive good and marketable title to the Equipment free and clear of all liens, except as to the rights of Lessee and liens and encumbrances created by Lessor; (bb) All taxes associated with the Lease have been paid (other than such taxes which are being contested by Lessee in good faith); and (cc) Lessee is solvent and will not be rendered insolvent by the sale of the Equipment. (c) LESSOR SUPPLIES THE EQUIPMENT "ALL PRODUCTS AND PROCESSING SERVICES PROVIDED BY eFunds ARE “AS IS" ”, AND NOT BEING THE MANUFACTURER OF THE EQUIPMENTEFUNDS DISCLAIMS ALL WARRANTIES, THE MANUFACTURER'S AGENT OR THE SUPPLIER'S AGENTWHETHER STATUTORY, MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE EQUIPMENT'S INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, PERFORMANCE, CONTINUOUS USE OR ERROR-FREE OPERATION. THE CUSTOMER ACKNOWLEDGES THAT IT HAS INDEPENDENTLY EVALUATED THE PRODUCTS AND PROCESSING SERVICES AND THE APPLICATION OF THE PRODUCTS AND PROCESSING SERVICES TO ITS NEEDS, AND THAT, EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THERE ARE NO WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, QUALITY, CAPACITY, MATERIAL OR WORKMANSHIPOF TITLE FROM A COURSE OF DEALING OR USAGE OF TRADE, OR AS TO PATENT INFRINGEMENT OR THE LIKE, it being agreed that all such risks, as between Lessor and Lessee, are to be borne by Lessee. Lessor disclaims any warranty that the Equipment is in compliance with any applicable governmental regulations or requirements. Lessor has no familiarity with the Equipment. Lessee agrees to look solely to the manufacturer or the supplier of the Equipment for any and all warranty claims and any and all warranties made by the manufacturer or the supplier to Lessor are hereby assigned to Lessee, to the extent permitted by the manufacturer or the supplier, for the term of the applicable Supplement. Lessee agrees that Lessor shall not be responsible for the delivery, installation, maintenance, operation or service of the Equipment or for delay or inadequacy of any or all of the foregoing. Lessor shall not be responsible for any direct, indirect, special or consequential loss or damage resulting from installation (including strict liability in tort). Lessee (and any guarantor of Lessee's performance under the Lease) shall defend, indemnify and hold Lessor harmless from and against any and all claims, actions, damages, demands, obligations, liabilities and liens and all costs and expenses, including but not limited to reasonable attorneys' and accountants' fees and court costs, incurred by Lessor in connection therewith, arising out of the Lease including but not limited to the purchase, ownership, leasing, licensing, possession, maintenance, design, manufacture, condition, use or return of the Equipment, or arising by operation of law or on account of personal injury, strict liability in tort, negligence or patent, trade secret, trademark, or copyright infringement excluding, however, any of the foregoing to the extent they result from the gross negligence or willful misconduct of LessorARISING OTHERWISE BY LAW.