By IBM. IBM represents and warrants that:
By IBM. IBM covenants and agrees that during the Term and the Termination Assistance Period:
By IBM. Subject to the terms and conditions of this Agreement:
By IBM for Integration of Future Releases of WAS-AE with the Termination Level Code. IBM grants Vision a nonexclusive, worldwide license to use, execute, reproduce, transmit, display, and perform the IBM Code in Object Code form only for the purpose of integrating the selected level of the IBM Code (provided by IBM to Vision pursuant IBM's exercise of the option defined in Section 10.6.3 of this Agreement) with the latest version or release of the Vision Code distributed as part of the Integrated Code at the time of termination or expiration of this Agreement.
By IBM. 35 20.03 DISCLAIMER.....................................................................................36
By IBM. Prior to any relocation initiated by IBM of any of the IBM Service Locations that will result in a Change, IBM will seek Federal-Mogul’s prior approval. Prior to seeking Federal-Mogul’s approval for any such relocation, IBM will fully examine and evaluate the impact of such relocation, including the operational, technical, security, regulatory, and other impacts and identify any other issues or conditions that may impact the delivery of the Services or the Service Levels as a result of the proposed relocation and will prepare and provide a report to Federal-Mogul regarding same. IBM will be financially responsible for all additional costs, taxes, or expenses related to any such relocation, including reasonable costs or expenses incurred by Federal-Mogul as a result of such relocation. In addition, IBM shall reimburse Federal-Mogul for Federal-Mogul’s reasonable internal and external costs and expenses incurred in connection with its evaluation of IBM’s proposal.
By IBM. In the event of a failure by SCA to make timely payment of any undisputed Fees, or a breach by SCA of Section 9.8 (Disputed Payment), which failure or breach is not cured within thirty (30) days from the date that SCA receives written notice of such failure or breach, then IBM may, by giving written notice to SCA in accordance with Section 18.9 (Notifications and Approvals), terminate this Master Agreement, as of the date specified in the notice of termination. SCA's failure to perform its responsibilities set forth in this Master Agreement (other than as provided in this Section 11.2) shall not be deemed to be grounds for termination by IBM.
By IBM. IBM represents, warrants and covenants that: (1) it is a corporation validly existing and in good standing under the laws of New York, (2) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, (3) the execution, delivery and performance of this Agreement has been duly authorized by IBM, (4) no approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement, (5) in connection with providing the Services, it shall comply with all applicable Federal, state and local laws and regulations and has obtained all applicable permits, rights and licenses (including, without limitation, all rights and licenses which are necessary to use the Systems), (6) the IBM Proprietary Software does not, and the provision of the Services and the Developed Software (except for any code or materials provided or created by UHS or its Agents) does not, infringe upon the proprietary rights of any third party, (7) it has not disclosed as of the Effective Date any Confidential Information relating to UHS, (8) it is either the owner or authorized by the owner of the IBM Machines to use such IBM Machines in accordance with the terms of this Agreement, and (9) UHS shall not be required to pay any pass-through charges under this Agreement.
By IBM. Subject to the limits and other provisions of Article 30, IBM shall indemnify and hold UHS harmless from, any liability, damages or expenses, including reasonable attorneys' fees, arising out of or relating to (1) any claim by a third party that (a) the Services, (b) the IBM Proprietary Software or (c) any code or materials provided or created by IBM or its Agents that is contained in the Developed Software infringe upon the proprietary rights of any third party (except as may have been caused by (i) a modification by UHS' ---------------------------- *** Represents text deleted pursuant to a confidentiality request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. employees (which was not directed by IBM) or (ii) UHS' combination, operation or use with devices, data or programs furnished by UHS or its Agents to the extent that the infringement would not have occurred but for such modification, combination, operation or use), (2) any amounts including taxes, interest and penalties assessed against UHS or its Affiliates which are obligations of IBM pursuant to Article 20, (3) the inaccuracy or untruthfulness of any representation, warranty or covenant made by IBM pursuant to Section 23.02, (4) claims arising out of IBM's breach or violation of IBM's subcontracting arrangements, (5) tangible personal or real property damage, net of insurance recovery, resulting from IBM's acts or omissions, to the extent such damage exceeds *** in the aggregate, (6) a breach of the safety or physical security procedures in effect (i) at the IBM Service Locations or (ii) at the UHS service locations to the extent the breach results from IBM's acts or omissions and (7) breaches of IBM's obligations under this Agreement.
By IBM. 4 ARTICLE 6 MISCELLANEOUS........................................ 4 6.01 Assignment, Successor and Assigns.................... 4 6.02 Notices.............................................. 4 6.03 Counterparts......................................... 5 6.04 Copies............................................... 5 6.05 Relationship......................................... 5 6.06 Consents, Approvals and Requests..................... 5 6.07 Severability......................................... 5 6.08 Waivers.............................................. 5 6.09
