Corporate Requisites definition
Corporate Requisites. Each party hereby represents and warrants that: (a) it has the full corporate power and authority to enter into and perform this Agreement, and it knows of no contract, agreement, promise, undertaking or other fact or circumstance which would prevent the full execution and performance of this Agreement by it; and (b) it is a corporation duly organized and in good standing in the country or state of its incorporation and in good faith is and fully intends to remain in compliance with all applicable laws, rules and regulations in the conduct of its business. 9.2 “Performance Warranty” Licensor warrants that until July 1, 2005 (the “Warranty Period”) the Software, as delivered, will be free from material defects in media and Errors. In the event Licensee discovers that the Software fails to conform to the foregoing warranty during the Warranty Period, Licensee shall promptly notify Licensor and provide Licensor with reasonably available information in written or electronic form so that Licensor can verify such non-conformance. Licensor shall undertake reasonable commercial efforts to repair or replace the components of the Software to which Licensor can verify non-conformance within thirty (30) days after such notice in order to c orrect such non-conformance without materially adversely affecting the performance or functionality of the Software, or, in the event Licensor is unable to repair or replace the Software in order to correct such non-conformance without materially adversely affecting the performance or functionality of the Software within such thirty (30) day period, Licensor shall refund to Licensee the License Fees paid hereunder, less those amounts necessary to cover Licensor’s reasonable development costs, and all fees paid under the Maintenance Agreement relating to such non-conformance. The methods and techniques utilized by Licensor to correct errors shall be at the discretion of Licensor. 9.3 “Other Warranties” Licensor represents and warrants that: (a) if applicable, it shall pass through to Licensee any product and third party end-user warranties and indemnities. To the extent Licensor is not permitted to so pass-through, Licensor agrees to enforce such warranties and indemnities on behalf of Licensee; (b) it has and shall maintain full authority to license the Licensed Technology to Licensee hereunder; (c) to the best of its knowledge, the Licensed Technology and any services provided to Licensee do not and will not infringe upon and are f...