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. 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
By IBM. IBM represents and warrants that (1) it has all the ------ requisite power and authority to execute, deliver and perform its obligations under this Agreement, (2) the execution, delivery and performance of this Agreement have been duly authorized by IBM, (3) it is not a party to any agreements that would prevent IBM from performing its obligations under this Agreement and (4) it has not sold, assigned or transferred to any person, firm or corporation or other entity any claim, demand, debt, duty, suit or cause of action related to the specific subject matter of this Agreement.
By IBM. IBM represents, warrants and covenants that:
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.
