Defects and performance disruptions Clause Samples

Defects and performance disruptions. The Vendor shall take special care to ensure that the Contractual Service is free from third party rights that limit or exclude the use in accordance with the contractually defined scope and that claims by third parties that the rights of use to be granted to the Customer infringe the rights of this third party can be warded off. They shall document their own procurement processes with the greatest accuracy, ensure a secure transfer of rights by drafting contracts with their employees, select Vendor’s Subcontractors with the greatest possible care, follow up any suspicion of a defect of title immediately and intensively. Should a third party assert such claims, the Vendor shall, upon notification of the Customer that their rights of use are being attacked by a third party, make this information and their expertise available to the Customer without restriction in order to clarify the facts and defend against the alleged claims. If possible, the Vendor shall conclude agreements with Vendor’s Subcontractors which enable and ensure comprehensive fulfilment of these obligations. In the event of a legal dispute with the third party, the Vendor shall provide evidence in the correct form according to the respective type of proceedings (e.g. as an affirmation in lieu of an oath or as original documents). The Vendor also shall take special care to ensure that the Contractual Service meets the Customer´s special requirements, the specified or agreed technical or other specifications and is suitable for the planned use that is consistent with the agreed performance requirements. Any deviation of the Contractual Service from the agreed quality shall always be deemed to be a quality defect. The same shall apply if the Contractual Service is not suitable for the use set out in the contract. The documentation is deemed to be defective if a knowledgeable user with the level of knowledge usually expected to use the software cannot, by applying reasonable effort with the help of the documentation, operate individual functions or resolve the problems that occur. The Vendor acknowledges that the smooth interaction between the Contractual Services and the current programs but at least those intended for the purpose of the contract is of utmost importance for the Customer in order to ensure the functioning of Customer’s business operations and that Customer has commissioned the Vendor with the provision of Contractual Services and thus does everything they can to ensure that the...
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Related to Defects and performance disruptions

  • Continuity of Service and Performance Unless otherwise agreed in writing, the Parties shall continue to provide service and honor all other commitments under this Agreement during the course of a Dispute with respect to all matters not subject to such Dispute.

  • Payment and Performance of Obligations Pay and perform all material Obligations under this Agreement and the other Loan Documents, and pay or perform (a) all taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property, and (b) all other indebtedness, obligations and liabilities in accordance with customary trade practices; except to the extent that IPT or the Borrower is contesting any item described in clauses (a) or (b) of this Section 7.5 in good faith and is maintaining adequate reserves with respect thereto in accordance with GAAP.

  • Excused Performance In case performance of any terms or provisions hereof shall be delayed or prevented because of compliance with any law, decree or order of any governmental agency or authority, whether the same shall be of Local, State or Federal origin, or because of riots, war, public disturbances, strikes, lockouts, differences with workmen, fires, floods, acts of God or any other reason whatsoever which is not within the control of the party whose performance is interfered with and which, by the exercise of reasonable diligence, said party is unable to prevent, the party so suffering may, at its option, suspend, without liability, the performance of its obligations hereunder during the period of such suspension of performance of duties hereunder.

  • Continued Performance The Contractor and Contractor Parties shall continue to Perform their obligations under the Contract while any dispute concerning the Contract is being resolved.

  • Payment and Performance The Borrower will pay all amounts due under the Loan Documents in accordance with the terms thereof and will observe, perform and comply with every covenant, term and condition expressed or implied in the Loan Documents. The Borrower will cause each other Loan Party to observe, perform and comply with every such term, covenant and condition in any Loan Document.