Common use of By Supplier Clause in Contracts

By Supplier. Supplier represents and warrants that: (a) Supplier is a corporation duly incorporated, validly existing and in good standing under the Laws of the [ * ]; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) Supplier has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (c) The execution, delivery and performance of this Agreement by Supplier (a) has been duly authorized by Supplier and (b) shall not conflict with, result in a breach of, or constitute a default under any other agreement to which Supplier is a party or by which Supplier is bound; (d) Supplier is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Supplier’s ability to fulfill its obligations under this Agreement; (e) Supplier is in compliance with all Laws applicable to Supplier’s obligations under this Agreement and has obtained all applicable permits and licenses required of Supplier in connection with its obligations under this Agreement; (f) There is no outstanding (or to Supplier’s knowledge, pending or threatened) litigation, arbitrated matter or other dispute to which Supplier is a party which, if decided unfavorably to Supplier, would reasonably be expected to have a material adverse effect on Supplier’s ability to fulfill its obligations under this Agreement; (g) Supplier and Supplier Agents have full power and authority to grant Chordiant the rights granted herein without the consent of any other party and any materials developed or furnished by Supplier and Supplier Agents to Chordiant are free of any and all restrictions, settlements, judgments or adverse claims. (h) Supplier has not violated Chordiant policies of which it is aware, or any Laws, regarding the offering of inducements in connection with this Agreement; (i) Each of the EDC Personnel who will perform work toward the development of any Work Product have executed a proprietary rights invention assignment agreement as agreed in Section 11.4(b); (j) None of the Services, the Work Product, the Supplier Software, the Supplier Equipment, any enhancements or modifications to the Chordiant Software performed by Supplier or Supplier Agents or any other resources or items provided to Chordiant by Supplier or Supplier Agents shall, and Chordiant’s receipt and use of the foregoing as contemplated under this Agreement shall not, infringe upon the Intellectual Property Rights of any third party; (k) The Work Product and all other materials and items provided by Supplier hereunder shall be free from material errors in materials, design, workmanship, operation and performance, shall comply with the applicable documentation and specifications, and shall provide the functions and features and operate in the manner described in the applicable Line of Business and/or Statement of Work, or other documentation agreed to by the Parties following the installation, testing and acceptance of such materials by Chordiant and/or its customers; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (l) The Work Product shall be free and clear of any liens, claims, charges, debts or other encumbrances; and (m) Neither Supplier, nor any part of the Work Product or other Intellectual Property furnished to Chordiant hereunder, is subject to any “copyleft” or other obligation or condition (including any obligation or condition under any “open source” license such as the GNU Public License, Lesser GNU Public License, or Mozilla Public License) that would require, or condition the use or distribution of such Work Product or Intellectual Property on, the disclosure, licensing, or distribution of any part of such Work Product or Intellectual Property.

By Supplier. Supplier represents warrants to and warrants thatcovenants with WaMu that during the Term and the Termination Assistance Period: (aA) Supplier is a corporation duly incorporated, validly existing will comply with all Laws applicable to it and in good standing under the Laws to its performance of the [ * ]; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) Supplier has all requisite corporate power and authority to execute, deliver and perform its obligations Services under this Agreement; (cB) The execution, delivery and performance of this Agreement by the Supplier (a) has been duly authorized by Supplier and (b) shall not conflict with, result in a breach of, or constitute a default under any other agreement Software will comply with all Laws applicable to which Supplier is a party or by which Supplier is boundsuch Software; (dC) Supplier is duly licensed, authorized will promptly identify and notify WaMu of *** that relate to Supplier’s performance of the Services or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for WaMu’s use of the ownership or leasing of its assets Services or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Supplier’s ability to fulfill Supplier Software; (D) if any change in Law prevents Supplier from performing its obligations under this Agreement; (e) , Supplier is in compliance with all Laws applicable to Supplier’s will develop and, upon *** implement a suitable workaround until such time as Supplier can perform its obligations under this Agreement without such workaround, provided, however, that if such workaround results *** in the *** to *** under this Agreement, then WaMu will have the right to terminate the applicable Services Agreement or the affected portion of the services thereunder, in which case Section 20.4 (Termination by WaMu for Cause) (including the Default Cure Period) will not apply, and, upon the implementation of such workaround, the Parties will negotiate and has obtained implement an equitable adjustment to the applicable Fees; (E) Supplier will be responsible for any *** and *** arising from any noncompliance with any Law relating to the delivery or use of the Services except as set forth in subsection (B) of Section 19.1 (By WaMu); (F) Supplier will obtain, maintain and comply with all applicable permits and licenses licenses, including Supplier Governmental Approvals and the Supplier Consents, required of Supplier in connection with its obligations under this AgreementAgreement and will comply with the WaMu Consents as applicable to Supplier’s performance of the Services; (fG) There is no outstanding (or to Supplier’s knowledge, pending or threatened) litigation, arbitrated matter or other dispute to which the Supplier is a party which, if decided unfavorably to Supplier, would reasonably be expected to have a material adverse effect on Supplier’s ability to fulfill its obligations under this AgreementSoftware will operate in conformance with the specifications set forth in the Related Documentation; (gH) Supplier and Supplier Agents have full power and authority to grant Chordiant the rights granted herein without the consent of any other party and any materials developed or furnished by Supplier and Supplier Agents to Chordiant are free of any and all restrictions, settlements, judgments or adverse claims. (h) Supplier has not violated Chordiant policies of which it is aware, or any Laws, regarding the offering of inducements in connection with this Agreement; (i) Each of the EDC Personnel who will perform work toward the development of any Work Product have executed a proprietary rights invention assignment agreement as agreed in Section 11.4(b); (j) None none of the Services, the Work Product, the Supplier Software, the Supplier Equipment, any enhancements Tools or modifications to the Chordiant Software performed by Supplier or Supplier Agents or any other resources or items provided to Chordiant by Supplier or Supplier Agents shall, and Chordiant’s receipt and use of the foregoing as contemplated under this Agreement shall not, Machines will infringe upon or misappropriate the Intellectual Property Rights proprietary rights of any third party; (kI) The in addition to performing the Services in accordance with the Service Levels, all Deliverables delivered pursuant to this Agreement will conform in all material respects to the design specifications or other parameters contained in the relevant documents with respect to any such Work Product or other Deliverable and all other materials Supplier will correct any non-conformance of the relevant Work Product or Deliverable (and items provided by Supplier hereunder shall redeliver such corrected Work Product or Deliverable) as soon as possible using dedicated, appropriate resources, which resources will not be free from material errors in materials, design, workmanship, operation and performance, shall comply with the applicable documentation and specificationscharged to WaMu, and shall with no *** on the performance of other Services; (J) Supplier will ensure that no viruses or similar items are coded or introduced into the Supplier Systems or the WaMu Systems. Supplier agrees that, in the event a virus or similar item is found to have been introduced into the Supplier Systems or the WaMu Systems, Supplier will assist WaMu in reducing the effects of the virus or similar item and, if the virus or similar item causes a loss of operational efficiency or loss of data or creates a security risk, to assist WaMu to the same extent to mitigate and restore such losses and mitigate such risk; (K) without the consent of WaMu, Supplier will not insert into (1) WaMu Software, (2) Supplier Software or Supplier Tools which WaMu has the right to access or use or (3) the Software or Tools used to provide the functions Services any code that would have the effect of disabling or otherwise shutting down all or any portion of the Services or any such Software or Tools. Supplier further represents and features warrants that, with respect to any disabling code that may be part of (a) the Supplier Software or Supplier Tools which WaMu has the right to access or use or (b) the Software or Tools used to provide the Services, Supplier will not invoke such disabling code at any time, including upon expiration or termination of this Agreement, without WaMu’s consent; (L) Supplier will perform the Services, and operate develop the Deliverables, in accordance with applicable professional standards in the manner described business process outsourcing industry; (M) Supplier will ***, and in response to relevant changes in technology, changes in the applicable Line sensitivity of Business and/or Statement WaMu’s Confidential Information, and internal and external threats to information security. Supplier will notify WaMu by email and facsimile to the WaMu representative and WaMu’s General Counsel, at the addresses set forth in Section 26.2 (Notices) within 24 hours after (1) any security breach of Workany part of the Services; or material unauthorized possession, use, or other documentation agreed to by knowledge, or attempt thereof, of the Parties following the installationWaMu Data, testing and acceptance of such materials by Chordiant and/or its customers; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTdata-processing files, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (l) The Work Product shall be free and clear of any liens, claims, charges, debts transmission messages or other encumbrancesConfidential Information by any person or entity that is or may become known; (2) the effect of such; and (3) the corrective action taken in response thereto; and (mN) Neither as necessary from time to time and upon request by WaMu, Supplier will promptly take *** all necessary and appropriate actions to police compliance with and enforce its agreement with Project Staff, Supplier Agents and other third parties to the extent necessary to prevent or remedy breaches or potential breaches of Supplier, nor any part of the Work Product or other Intellectual Property furnished to Chordiant hereunder, is subject to any “copyleft” or other obligation or condition (including any obligation or condition ’s obligations under any “open source” license such as the GNU Public License, Lesser GNU Public License, or Mozilla Public License) that would require, or condition the use or distribution of such Work Product or Intellectual Property on, the disclosure, licensing, or distribution of any part of such Work Product or Intellectual Propertythis Agreement.

By Supplier. Supplier represents and warrants that: (a) Supplier is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the [ * ]; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.State of Delaware; (b) Supplier has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (c) Supplier has the right to grant Distributor the exclusive right to distribute the G.E.T. Products as specified in this Agreement d) The execution, delivery and performance of this Agreement by Supplier (a) has been duly authorized by all necessary corporate action on the part of Supplier; e) This Agreement has been duly executed and delivered by Supplier and (b) shall not conflict withconstitutes a valid and binding agreement of Supplier, result enforceable against it in a breach of, or constitute a default under any other agreement to which Supplier is a party or by which Supplier is boundaccordance with its terms; (df) Supplier Supplier, to its knowledge, is duly licensed, authorized or qualified to do business and is in good standing in every each jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Supplier’s its ability to fulfill its obligations under this Agreement; (eg) Supplier Supplier, to its knowledge, is in compliance with all Laws applicable to Supplier’s obligations under this Agreement laws and has obtained all applicable permits and licenses required of Supplier it in connection with its obligations under this Agreement, except where such non-compliance or failure to obtain such permits and licenses would not have a material adverse effect on its ability to fulfill its obligations under this Agreement; (fh) There To the knowledge of Supplier, there is no outstanding (or to Supplier’s knowledge, pending or threatened) litigation, arbitrated matter or other dispute to which Supplier or any Supplier Affiliate is a party which, if decided unfavorably to Supplierit, would reasonably be expected to have a material adverse effect on Supplier’s ability to fulfill its obligations under this Agreement; (gi) Neither Supplier and Supplier Agents have full power and authority nor any of its Affiliates is a party to grant Chordiant the rights granted herein without the consent of any other party and any materials developed or furnished by Supplier and Supplier Agents to Chordiant are free of any and all restrictionscontract, settlements, judgments or adverse claims. (h) Supplier has not violated Chordiant policies of which it is awareagreement, or similar understanding with any Laws, regarding the offering of inducements in connection with third party that would have a material adverse effect on Supplier’s ability to fulfill its obligations under this Agreement;; and, (i) Each of the EDC Personnel who will perform work toward the development of any Work Product have executed a proprietary rights invention assignment agreement as agreed in Section 11.4(b); (j) None of To Supplier’s knowledge, no non-public fact or circumstance exists that would have a material adverse effect on the ServicesG.E.T. Products, the Work Product, Trademarks or the Supplier Software, the Supplier Equipment, any enhancements or modifications to the Chordiant Software performed by image of Supplier or Supplier Agents or any other resources or items provided to Chordiant by Supplier or Supplier Agents shall, and Chordiant’s receipt and use of the foregoing as contemplated under this Agreement shall not, infringe upon the Intellectual Property Rights of any third party; (k) The Work Product and all other materials and items provided by Supplier hereunder shall be free from material errors in materials, design, workmanship, operation and performance, shall comply with the applicable documentation and specifications, and shall provide the functions and features and operate in the manner described in the applicable Line of Business and/or Statement of Work, or other documentation agreed to by the Parties following the installation, testing and acceptance of such materials by Chordiant and/or its customers; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDAffiliates. (l) The Work Product shall be free and clear of any liens, claims, charges, debts or other encumbrances; and (m) Neither Supplier, nor any part of the Work Product or other Intellectual Property furnished to Chordiant hereunder, is subject to any “copyleft” or other obligation or condition (including any obligation or condition under any “open source” license such as the GNU Public License, Lesser GNU Public License, or Mozilla Public License) that would require, or condition the use or distribution of such Work Product or Intellectual Property on, the disclosure, licensing, or distribution of any part of such Work Product or Intellectual Property.

By Supplier. Supplier represents and warrants thatthat as of the Agreement Date: (aA) Supplier is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws of the [ * ]; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.State of Delaware; (bB) Supplier has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (cC) The the execution, delivery and performance of this Agreement by Supplier (a1) has been duly authorized by Supplier and (b2) shall will not conflict with, result in a breach of, of or constitute a default under any other agreement to which Supplier is a party or by which Supplier is bound; (dD) Supplier is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Supplier’s ability to fulfill its obligations under this Agreement; (eE) Supplier is in compliance the owner of the Supplier Software and has the authority to grant the licenses to be granted hereunder, free and clear of any liens, restrictions, claims, charges, security interests or any other encumbrances; (F) the Supplier Software complies with all Laws applicable to Supplier’s obligations under this Agreement and has obtained all applicable permits and licenses required of Supplier in connection with its obligations under this Agreementsuch Software; (fG) There the Supplier Software operates in conformance with the specifications set forth in the Related Documentation; (H) the Supplier Software, the Supplier Tools and the Supplier Machines do not infringe upon or misappropriate the proprietary rights of any third party; (I) there is no claim or proceeding pending or threatened alleging that any of the Supplier Software, the Supplier Tools or the Supplier Machines infringes or misappropriates the proprietary rights of any third party; (J) there is no outstanding (or to Supplier’s knowledge, pending or threatened) litigation, arbitrated matter or other dispute to which Supplier is a party which, if decided unfavorably to Supplier, would reasonably be expected to have a material adverse effect on WaMu’s or Supplier’s ability to fulfill its their respective obligations under this Agreement; (g) Supplier and Supplier Agents have full power and authority to grant Chordiant the rights granted herein without the consent of any other party and any materials developed or furnished by Supplier and Supplier Agents to Chordiant are free of any and all restrictions, settlements, judgments or adverse claims. (h) Supplier has not violated Chordiant policies of which it is aware, or any Laws, regarding the offering of inducements in connection with this Agreement; (i) Each of the EDC Personnel who will perform work toward the development of any Work Product have executed a proprietary rights invention assignment agreement as agreed in Section 11.4(b); (j) None of the Services, the Work Product, the Supplier Software, the Supplier Equipment, any enhancements or modifications to the Chordiant Software performed by Supplier or Supplier Agents or any other resources or items provided to Chordiant by Supplier or Supplier Agents shall, and Chordiant’s receipt and use of the foregoing as contemplated under this Agreement shall not, infringe upon the Intellectual Property Rights of any third party; (k) The Work Product and all other materials and items provided by Supplier hereunder shall be free from material errors in materials, design, workmanship, operation and performance, shall comply with the applicable documentation and specifications, and shall provide the functions and features and operate in the manner described in the applicable Line of Business and/or Statement of Work, or other documentation agreed to by the Parties following the installation, testing and acceptance of such materials by Chordiant and/or its customers; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (l) The Work Product shall be free and clear of any liens, claims, charges, debts or other encumbrances; and (mK) Neither Supplier, nor there is no code in the Supplier Software or Supplier Tools that would have the effect of disabling or otherwise shutting down all or any part portion of the Work Product Services or other Intellectual Property furnished to Chordiant hereunder, is subject to any “copyleft” such Software or other obligation or condition (including any obligation or condition under any “open source” license such as the GNU Public License, Lesser GNU Public License, or Mozilla Public License) that would require, or condition the use or distribution of such Work Product or Intellectual Property on, the disclosure, licensing, or distribution of any part of such Work Product or Intellectual PropertyTools.

By Supplier. Supplier represents and warrants that: : (a) Supplier is a corporation limited liability company duly incorporated, validly existing and in good standing under the Laws of the [ * ]Republic of India; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) Supplier has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (c) The Agreement and the execution, delivery and performance of this Agreement by Supplier (a) has been duly authorized by Supplier and (b) shall not conflict with, result in a breach of, or constitute a default under any other agreement to which Supplier is a party or by which Supplier is bound; ; (dc) Supplier is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Supplier’s ability to fulfill its obligations under this Agreement; ; (ed) Supplier is in compliance with all Laws applicable to Supplier’s obligations under this Agreement and has obtained all applicable permits and licenses required of Supplier in connection with its obligations under this Agreement; ; (fe) There there is no outstanding (or to Supplier’s knowledge, pending or threatened) litigation, arbitrated matter or other dispute to which Supplier is a party which, if decided unfavorably to Supplier, would reasonably be expected to have a material adverse effect on Supplier’s ability to fulfill its obligations under this Agreement; ; and (gf) Supplier and Supplier Agents have full power and authority to grant Chordiant LS&Co. the rights granted herein without the consent of any other party and any materials developed or furnished by Supplier and Supplier Agents to Chordiant LS&Co. are free of any and all restrictions, settlements, judgments or adverse claims. (h) Supplier has not violated Chordiant policies of which it is aware, or any Laws, regarding the offering of inducements in connection with this Agreement; (i) Each of the EDC Personnel who will perform work toward the development of any Work Product have executed a proprietary rights invention assignment agreement as agreed in Section 11.4(b); (j) None of the Services, the Work Product, the Supplier Software, the Supplier Equipment, any enhancements or modifications to the Chordiant Software performed by Supplier or Supplier Agents or any other resources or items provided to Chordiant by Supplier or Supplier Agents shall, and Chordiant’s receipt and use of the foregoing as contemplated under this Agreement shall not, infringe upon the Intellectual Property Rights of any third party; (k) The Work Product and all other materials and items provided by Supplier hereunder shall be free from material errors in materials, design, workmanship, operation and performance, shall comply with the applicable documentation and specifications, and shall provide the functions and features and operate in the manner described in the applicable Line of Business and/or Statement of Work, or other documentation agreed to by the Parties following the installation, testing and acceptance of such materials by Chordiant and/or its customers; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (l) The Work Product shall be free and clear of any liens, claims, charges, debts or other encumbrances; and (m) Neither Supplier, nor any part of the Work Product or other Intellectual Property furnished to Chordiant hereunder, is subject to any “copyleft” or other obligation or condition (including any obligation or condition under any “open source” license such as the GNU Public License, Lesser GNU Public License, or Mozilla Public License) that would require, or condition the use or distribution of such Work Product or Intellectual Property on, the disclosure, licensing, or distribution of any part of such Work Product or Intellectual Property.