Common use of Warranty and Disclaimer of Warranties Clause in Contracts

Warranty and Disclaimer of Warranties. Lessor warrants to Lessee that, so long as Lessee shall not be in default of any of the provisions of the applicable Equipment Schedule, neither owner, Lessor, nor any assignee or secured party of Lessor will disturb Lessee's quiet and peaceful possession of the Equipment and Lessee's unrestricted use thereof for its intended purpose. LESSOR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN OR CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESS OR CAPACITY OR DURABILITY FOR ANY PARTICULAR PURPOSE, THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE EQUIPMENT OR CONFORMITY OF THE EQUIPMENT TO THE PROVISIONS AND SPECIFICATIONS OF ANY PURCHASE ORDER OR ORDERS RELATING THERETO AND, AS TO LESSOR, LESSEE LEASES THE EQUIPMENT "AS IS". Lessor shall not be liable, to any extent whatever, for the selection, quality, condition, merchantability, suitability, fitness, operation or performance of the Equipment. Without limiting the generality of the foregoing, Lessor shall not be liable to Lessee for any liability, claim, loss, damage or expense of any kind or nature (including strict liability in tort) caused, directly or indirectly, by the Equipment or any inadequacy thereof for any purpose, or any deficiency or defect therein, or the use or maintenance thereof, or any repairs, servicing or adjustments thereto; or any delay in providing or failure to provide any part thereof, or any interruption or loss of service or use thereof, or any loss of business, or any damage whatsoever and howsoever caused except for any such loss or damage caused by the wilful misconduct of Lessor, or its agents and representatives. Lessor hereby appoints Lessee as Lessor's agent to assert, during the term of the applicable Equipment Schedule, any right Lessor may have to enforce the manufacturer's warranties, if any; provided, however, that Lessee shall indemnify and hold Lessor or its assignee harmless from and against any and all claims, costs, expenses, damages, losses and liabilities incurred or suffered by Lessor as a result of or incident to any action by Lessee in connection therewith.

Warranty and Disclaimer of Warranties. Lessor warrants (a) Medic represents that for a period of ninety (90) days from the installation of the Software, the Software will (i) conform, as to Lessee thatall substantial operational features, so long as Lessee shall to Medic's documentation provided with the Software when installed and properly used in the operating environment specified in such documentation and (ii) be free of defects under normal use which substantially affect system performance. Medic does not represent that the functions contained in the Software will meet Client's requirements or that the operation of the Software will be uninterrupted or error free. (b) The Client must notify Medic in default writing, within ninety (90) days from the date of installation of the Software of its claim of any such defect. If the Software is found defective by Medic, Medic's sole obligation under this warranty is to remedy such defect. (c) With respect to maintenance services provided, Client agrees that Medic's obligations under this Agreement are to use commercially reasonable efforts to diagnose errors or malfunctions in the system, and to advise Client of the provisions of the applicable Equipment Schedule, neither owner, Lessor, nor any assignee or secured party of Lessor will disturb Lessee's quiet and peaceful possession of the Equipment and Lessee's unrestricted use thereof for its intended purposepossible corrective measures. (d) THE ABOVE IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY MEDIC. LESSOR MEDIC MAKES AND CLIENT RECEIVES NO OTHER WARRANTY, EXPRESS OR IMPLIEDIMPLIED AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR CLAIMS BROUGHT UNDER PARAGRAPH 11, AS TO MEDIC SHALL HAVE NO LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OR FOR ANY MATTER WHATSOEVERDAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, INCLUDINGDATA OR PROFITS, WITHOUT LIMITATION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE DESIGN USE OR CONDITION PERFORMANCE OF THE EQUIPMENTSOFTWARE, ITS MERCHANTABILITY OR ITS FITNESS OR CAPACITY OR DURABILITY EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MEDIC BE LIABLE IN THE AGGREGATE FOR ANY PARTICULAR PURPOSE, CLAIMS OR DAMAGES IN AN AMOUNT EXCEEDING THE QUALITY OF AMOUNT PAID BY CLIENT FOR THE MATERIAL OR WORKMANSHIP OF SOFTWARE LICENSE SET FORTH IN THE EQUIPMENT OR CONFORMITY OF THE EQUIPMENT TO THE PROVISIONS AND SPECIFICATIONS OF ANY ATTACHED PURCHASE ORDER OR ORDERS RELATING THERETO AND, AS TO LESSOR, LESSEE LEASES THE EQUIPMENT "AS IS". Lessor SCHEDULE. (e) The warranty shall not apply if modifications to the Software made by Client are the cause of any operational difficulties experienced. If difficulties or defects are traceable to Client's errors or systems changes, any repairs or corrections made by Medic may, at Medic's discretion, be liablebilled at Medic's then prevailing time and materials charges. (f) Medic warrants that the Medic PM version 7.0.X, dated 12/15/97 or later has been programmed to be year 2000 compatible, in addition IBM warrants that AIX version 4. 3.1 has been programmed to be year 2000 compatible. Additionally, Client shall be entitled to any extent whateverwarranties which are afforded Medic through its third party relationships. Medic has defined "Y2K Compatible" as meaning that Medic applications (i) will completely and accurately address, for present, produce, store and calculate data involving dates from, into and between the selectiontwentieth and twenty-first centuries, qualitywhich includes the years 1999 and 2000 and any leap year calculations, condition, merchantability, suitability, fitness, operation and will not produce abnormally ending or performance of the Equipment. Without limiting the generality of the foregoing, Lessor shall not incorrect results involving such dates as used in any forward or regression date based function; and (ii) will support both two and four digit years to be liable to Lessee for any liability, claim, loss, damage or expense of any kind or nature (including strict liability in tort) caused, directly or indirectly, by the Equipment or any inadequacy thereof for any purpose, or any deficiency or defect therein, or the use or maintenance thereof, or any repairs, servicing or adjustments thereto; or any delay in providing or failure to provide any part thereof, or any interruption or loss of service or use thereof, or any loss of business, or any damage whatsoever displayed where 4 appropriate and howsoever caused except for any such loss or damage caused by the wilful misconduct of Lessor, or its agents and representatives. Lessor hereby appoints Lessee as Lessor's agent to assert, during the term of the applicable Equipment Schedule, any right Lessor may have to enforce the manufacturer's warranties, if any; provided, however, that Lessee shall indemnify and hold Lessor or its assignee harmless from and against any and all claims, costs, expenses, damages, losses and liabilities incurred or suffered by Lessor as will perform calculations which involve a result of or incident to any action by Lessee in connection therewithfour digit year field.

Warranty and Disclaimer of Warranties. Lessor warrants to Lessee that, so long as Lessee shall not be in default of any of the provisions of the applicable Equipment Schedule, neither owner, Lessor, nor any assignee Assignee or secured party Secured Party (as defined in section 5.3) of Lessor will disturb Lessee's quiet and peaceful possession of the Equipment and Lessee's unrestricted use thereof for its intended purpose. LESSOR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN OR CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESS OR CAPACITY OR DURABILITY FOR ANY PARTICULAR PURPOSE, THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE EQUIPMENT OR CONFORMITY OF THE EQUIPMENT TO THE PROVISIONS AND SPECIFICATIONS OF ANY PURCHASE ORDER OR ORDERS RELATING THERETO THERETO; AND, AS TO LESSOR, LESSEE LEASES THE EQUIPMENT "AS IS". Lessor shall not be liable, to any extent whatever, for the selection, quality, condition, merchantability, suitability, fitness, operation or performance of the Equipment. Without limiting the generality of the foregoing, Lessor shall not be liable to Lessee for any liability, claim, loss, damage or expense of any kind or nature (including strict liability in tort) caused, directly or indirectly, by the Equipment or any inadequacy thereof for any purpose, or any deficiency or defect therein, or the use or maintenance thereof, or any repairs, servicing or adjustments thereto; or any delay in providing or failure to provide any part thereof, or any interruption or loss of service or use thereof, or any loss of business, or any damage whatsoever and howsoever caused except for any such loss or damage caused by the wilful willful misconduct of Lessor, the Lessor or its agents or representatives. In addition, in no event shall either Lessor or Lessee be liable to the other for special and representativesconsequential damages arising from or as a result of a default or failure to perform any term and covenant contained in this Master Lease Agreement. Lessor hereby appoints Lessee as Lessor's agent to assert, during the term of the applicable Equipment Schedule, any right Lessor may have to enforce the manufacturer's warranties, if any; provided, however, that Lessee shall indemnify and hold Lessor or its assignee Assignee harmless from and against any and all claims, costs, expenses, damages, losses and liabilities incurred or suffered by Lessor as a result of or incident to any action by Lessee in connection therewith. Lessee hereby agrees that Lessee shall not exercise any rights or warranties which may adversely affect Lessor's title to the Equipment without prior written consent of Lessor and its assigns.

Warranty and Disclaimer of Warranties. Lessor 9.1 Orion warrants to Lessee that, so long as Lessee shall not : (a) the Software will be in default free of any viruses and other malicious code at the time of delivery of the provisions Software to Customer; (b) for a period of ninety (90) days following delivery, the applicable Equipment ScheduleSoftware will substantially conform to the Specifications; and (c) where it is providing Services to Customer under this Agreement, neither ownerall work will be carried out with due care and attention by suitably qualified personnel. 9.2 EXCEPT AS SPECIFICALLY STATED IN THIS CLAUSE, LessorXXXXX DOES NOT WARRANT THAT THE SERVICES OR FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE SERVICES OR OPERATION OF THE SOFTWARE WILL BE ENTIRELY ERROR FREE, nor any assignee or secured party of Lessor will disturb Lessee's quiet and peaceful possession of the Equipment and Lessee's unrestricted use thereof for its intended purposeFREE FROM VIRUSES, OR UNINTERRUPTED OR APPEAR PRECISELY AS DESCRIBED IN THE ACCOMPANYING DOCUMENTATION. LESSOR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, THE RISK AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN OR CONDITION SELECTION AND USE OF THE EQUIPMENTSOFTWARE AND SERVICES SHALL BE WITH CUSTOMER. EXCEPT AS SPECIFICALLY STATED IN THIS CLAUSE, ITS MERCHANTABILITY OR ITS FITNESS OR CAPACITY OR DURABILITY FOR ANY PARTICULAR PURPOSE, THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE EQUIPMENT OR CONFORMITY OF THE EQUIPMENT TO THE PROVISIONS MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW THE SOFTWARE AND SPECIFICATIONS OF ANY PURCHASE ORDER OR ORDERS RELATING THERETO AND, AS TO LESSOR, LESSEE LEASES THE EQUIPMENT SERVICES ARE PROVIDED AND LICENSED "AS IS"" AND ORION AND ALL ORION AFFILIATES DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. Lessor TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARTIES AGREE THAT THE APPLICATION OF ANY LOCAL LEGISLATION PROHIBITING MISLEADING AND DECEPTIVE CONDUCT OR REPRESENTATIONS SHALL NOT APPLY WITH RESPECT TO THE SUPPLY OF THE SOFTWARE AND THE SERVICES. 9.3 Orion shall not be liable, have no liability under this Agreement or any obligation to any extent whatever, for provide the selection, quality, condition, merchantability, suitability, fitness, operation Services or performance to remedy a breach of a warranty granted in clause 9.1 in the event of: (a) the misuse or improper use of the Equipment. Without limiting Software or Services or use other than in accordance with the generality Specifications; (b) any modifications or alterations to the Software or Services or Customer’s technical environment not made or approved in writing by Orion; (c) Errors resulting from Customer’s incorrect installation of a new Release or Version; (d) Errors resulting from a combination of the foregoingSoftware with software or hardware not approved in writing by Orion; (e) Errors that could be corrected by the installation of a more current Release or Version; (f) a malfunction of Customer’s equipment or third party software; (g) any act or omission of Customer in breach of this Agreement; (h) Orion’s reliance on the dependencies or assumptions in any agreed statement of work; or (i) any information given to Orion by Customer being untrue, Lessor inaccurate and misleading in a material respect. 9.4 Customer understands and agrees that Orion and its Affiliates are not engaged in the practice of medicine and that the Software is an information tool only and is not a substitute for competent medical advisors. All medical practice management and patient care decisions made in which the Software or Services may be utilized, and the consequences thereof, will be exclusively the responsibility of Customer, as well as physicians and other practitioners with privileges at Customer’s licensed facility(ies). Orion and its Affiliates shall not be liable to Lessee Customer or any third parties for any liabilityclaims that any improper medical treatment resulted from Customer’s use or reliance upon the Software or Services. Customer is solely responsible for the accuracy and adequacy of the information and data furnished for processing by the Software or Services. The successful operation of the Software is dependent on Customer’s use of proper procedures and systems and input of correct data. Customer agrees that it has sole responsibility for protecting and backing up the data used in connection with or furnished for processing by the Software or Services. 9.5 Customer acknowledges and agrees that Customer’s network and/or other systems that the Software operates on or in conjunction with, claimmay have an adverse effect on the performance of the Software or Services, lossand Orion shall not be responsible for issues with the performance or any liability for unavailability of the Software or Services due to network latency or unavailability. 9.6 The Software and Services have been developed for the purpose of transferring data, damage and in no way generates, creates, or expense otherwise manufactures data of any kind kind, in any format. Xxxxx shall not be responsible for data conversion at any time, unless specifically engaged under an agreed statement of work, and paid to do so. 9.7 This clause 9.7 applies to the extent Customer has licensed the Rhapsody Integration Engine. The Software and Services are intended only for the electronic transfer, storage, or nature (including strict liability display of medical data, or the electronic conversion of such data from one format to another in tort) causedaccordance with a preset specification, directly as specified in the relevant product manual. The Software and Services are not intended to be used for active patient monitoring, controlling or indirectly, by altering the Equipment functions or parameters of any inadequacy thereof for any purposemedical device, or any deficiency other purpose relating to data obtained directly or defect thereinindirectly from a medical device other than the transfer, storage, and conversion of such data from one format to another in accordance with preset specifications. 9.8 Customer acknowledges that the Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance in which the failure of the Software could lead directly to death, personal injury, or the use severe physical or maintenance thereof, environmental damage (“High Risk Activities”). Orion specifically disclaims any express or any repairs, servicing or adjustments thereto; or any delay in providing or failure to provide any part thereof, or any interruption or loss implied warranty of service or use thereof, or any loss of business, or any damage whatsoever and howsoever caused except fitness for any such loss or damage caused by the wilful misconduct of Lessor, or its agents and representatives. Lessor hereby appoints Lessee as Lessor's agent to assert, during the term of the applicable Equipment Schedule, any right Lessor may have to enforce the manufacturer's warranties, if any; provided, however, that Lessee shall indemnify and hold Lessor or its assignee harmless from and against any and all claims, costs, expenses, damages, losses and liabilities incurred or suffered by Lessor as a result of or incident to any action by Lessee in connection therewithHigh Risk Activities.