Common use of By IBM Clause in Contracts

By IBM. IBM represents and warrants that: (1) IBM is a corporation duly organized, validly existing and in good standing under the laws of the State of New York; (2) IBM has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (3) IBM 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 IBM's ability to fulfill its obligations under this Agreement; (4) The execution, delivery and performance of this Agreement has been duly authorized by IBM; (5) IBM is in compliance with all applicable Federal, state, local or other laws and regulations applicable to IBM and has obtained all applicable permits and business licenses required of IBM in connection with its obligations under this Agreement; (6) There is no outstanding litigation, arbitrated matter or other dispute to which IBM is a party which, if decided unfavorably to IBM, would reasonably be expected to have a potential or actual material adverse effect on EMW's or IBM's ability to fulfill its respective obligations under this Agreement; IBM Confidential May 12, 2000 Page 35 of 52 EMW Confidential Agreement (7) IBM has not breached the terms of any Confidentiality Agreement entered into with EMW prior to the Effective Date; and (8) IBM does not have any commitments to third parties that conflict with IBM's obligations to EMW in this Agreement.