By NextCard. Amazxx.xxx xxxll have the right to designate up to [*] companies (the "Restricted List") with which NextCard shall be prohibited from working to promote the sale of products or services to the Co-Branded Cardholder base. The initial Restricted List will be attached hereto as Schedule B not later than six (6) weeks from the Effective Date. Amazxx.xxx xxxll have the right to substitute up to [*] of the companies on the Restricted List once every six months from the Effective Date, provided that Amazxx.xxx xxxt give not less than one month's advance written notice of such substitution; and provided further, that no company may be substituted in to the Restricted List that provides debit, credit or charge card-related products or services as a material part of their business, including facilitating purchasing activity (other than merchants) and the extension of credit; and provided further that no company may be added by Amazxx.xxx xx the Restricted List if NextCard has a current relationship, or is in significant discussions, with a company not primarily involved in the merchandise or consumer goods business to provide a free non-merchandise product or service to the Co-Branded Cardholders. In addition, NextCard shall not promote any other debit, credit, secured or other charge card or account without Amazxx.xxx'x xrior written consent, nor shall NextCard promote the products or services of any company on the Restricted List, to declined Co-Branded Card applicants.
By NextCard. NextCard represents and warrants that: (i) it is a duly organized, validly existing Delaware corporation and in good standing under the laws of Delaware; (ii) the execution and delivery by NextCard of this Agreement, and the performance by NextCard of it obligations contemplated hereunder, are within NextCard's corporate powers, have been duly authorized by all necessary corporate action, do not require any consent or other action by or in respect of, or filing with, any third party or governmental body or agency (other than informational filings, including approval of card design, as required by MasterCard or VISA), and do not contravene, violate or conflict with, or constitute a default under, any provision of Applicable Law, or of the charter or by-laws of NextCard or of any agreement, judgment, injunction, order, decree or other instrument binding upon NextCard, or of any applicable VISA or MasterCard rules or regulations; (iii) it is not currently aware of any claims, and is not currently involved in any litigation, challenging NextCard's ownership of NextCard Marks; (iv) all intellectual property used by NextCard (excluding the intellectual property being provided by Amazxx.xxx) xx connection with its obligations under this Agreement is either owned or properly licensed by NextCard for the uses contemplated hereby and that such intellectual property does not infringe the rights of any third parties (except that, as to patents, this representation is given only as to current knowledge); (v) the services to be provided by NextCard shall be performed in a diligent and professional manner in accordance with NextCard's obligations under this Agreement and to Amazxx.xxx'x xeasonable satisfaction; (vi) all of NextCard's systems being used in connection with the services contemplated hereunder are year 2000 compliant in that all systems will provide the following functions: (a) handle date information before, during and after January 1, 2000, including without limitation, to accepting date input, providing date output and performing calculations on dates or portions of dates; (b) function accurately and without interruption before, during and after January 1, 2000, without any change in operations associated with the advent of the new century and any subsequent leap years; (c) respond to two-digit year-date input in a way that resolves the ambiguity as to century in a disclosed, defined, and predetermined manner; and (d) store and provide output of date info...
