Common use of Representations General Clause in Contracts

Representations General. A. Representations and Warranties of ABTAC ABTAC hereby makes the following representations and warranties to PROVIDENT: (1) ABTAC has been duly organized and is validly existing as a corporation under the laws of the state of Delaware and is duly licensed where required as a "licensee" to conduct its business or is otherwise qualified in each state in which it transacts business and is not in default of such state's applicable laws, rules and regulations, except where the failure to so qualify or such default would not have a material adverse effect on its ability to conduct its business or to perform its obligations under this Agreement. (2) ABTAC has the requisite power and authority and legal right to execute and deliver the Agreement, engage in the transactions contemplated by the Agreement, and perform and observe those terms and conditions of the Agreement to be performed or observed by it hereunder. The person signing this Agreement, and any document executed pursuant to it, on behalf of ABTAC has full power and authority to bind ABTAC. The execution, delivery and performance of this Agreement, and the performance by ABTAC of all transactions contemplated herein, have been duly authorized by all necessary and appropriate corporate action on the part of ABTAC. (3) This Agreement been duly authorized and executed by ABTAC and is valid, binding and enforceable against ABTAC in accordance with its terms, except that such enforcement may be subject to, and automatically stayed by bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors' rights generally, and the execution, delivery and performance by ABTAC of this Agreement do not conflict with any term or provision of (i) its certificate of incorporation or bylaws, (ii) any law, rule, regulation, order, judgment, writ, injunction or decree applicable to ABTAC of any court, regulatory body, administrative agency or governmental body having jurisdiction over ABTAC or (iii) any agreement to which ABTAC is a party or by which its property is bound. (4) No consent, approval, authorization or order of, registration or filing with, or notice to any governmental authority or court is required under applicable law in connection with the execution, delivery and performance by ABTAC of this Agreement. (5) There is no action, proceeding or investigation pending or, to the best knowledge of ABTAC, threatened against it before any court, administrative agency or other tribunal (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, or (iii) which could reasonably be expected to materially and adversely affect its performance of its respective obligations under, or the validity or enforceability of, this Agreement. (6) ABTAC has all regulatory approvals, authorizations, licenses, permits and other permissions, consents and authorities whatsoever needed to operate the ABT Website and perform ABTAC's obligations under this Agreement. (7) ABTAC warrants that it has the legal and valid right to use any registered or unregistered trademark, tradename, service mark, ▇▇go, emblem or other proprietary designation, or any variations, derivatives and modifications thereof, used by it in the materials provided to PROVIDENT or used by ABTAC in connection with this Agreement (the "ABTAC Marks"). (8) ABTAC represents and warrants that its computer systems, software and the services offered (collectively referred to as the "Services") under this Agreement are designed to be used prior to, during and after calendar year 2000 A.D. and that its computer systems, software and the Services will operate during each such time period without error relating to the date data, provided that any other software used by PROVIDENT that interconnects or works in connection with ABTAC's computer system, software and the Services including, without limitation, hardware, software and firmware, properly exchange date data with ABTAC's Services. Without limiting the generality of the foregoing, ABTAC further represents and warrants that (a) its computer systems and the Services will not abnormally end or provide invalid or incorrect results relating to date data, including date data century recognition, calculations which accommodate same century and multi-century formulas and date values and date data interface values that reflect the century; and (b) any provision of the Agreement which tends to limit or eliminate liability or responsibility of either party shall have no application with respect to this Year 2000 compliance set forth herein. Further, ABTAC agrees to provide PROVIDENT any testing results and certifications as may be reasonably requested.