NOT MADE, IN ANY WRITTEN OR ORAL COMMUNICATION WITH OR
PROVIDED TO NEXTEL OR ITS AFFILIATES (INCLUDING ANY RESPONSES TO NEXTEL REQUESTS
FOR PROPOSAL OR THE NEGOTIATION OF THIS AGREEMENT), ANY MATERIAL
MISREPRESENTATIONS (WHETHER THROUGH ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
AN OMISSION OF ANY MATERIAL FACT NECESSARY TO MAKE SUCH COMMUNICATION NOT
MISLEADING) REGARDING OR CONCERNING VENDOR OR ANY OF VENDOR'S SUBCONTRACTORS,
OR, INDIVIDUALLY OR COLLECTIVELY: (I) THEIR CAPABILITIES AS COMPETENT,
QUALIFIED, EXPERIENCED PROVIDERS OF SERVICES; (II) THEIR ABILITIES TO, OR THE
MANNER IN WHICH THEY SHALL, PERFORM THE SERVICES AND PROVIDE DELIVERABLES IN
ACCORDANCE WITH THIS AGREEMENT; (III) THEIR BUSINESSES, OPERATIONS, OR FINANCIAL
CONDITION OR ANY FINANCIAL STATEMENTS, REPORTS, AND OTHER SIMILAR MATERIALS OR
INFORMATION FURNISHED TO NEXTEL IN CONNECTION HEREWITH; OR (IV) ANY OF THE
SPECIFIC SERVICES TO BE PERFORMED OR DELIVERABLES TO BE PROVIDED HEREUNDER.
8.1.9.
FINANCIAL CONDITION.
VENDOR HAS, AND SHALL MAINTAIN, A
FINANCIAL CONDITION COMMENSURATE WITH ITS OBLIGATIONS UNDER THIS AGREEMENT AND
SUFFICIENT TO ALLOW IT TO READILY AND SUCCESSFULLY FULFILL ALL SUCH OBLIGATIONS,
IN ACCORDANCE WITH THIS AGREEMENT.
VENDOR, IN THE EVENT THE FINANCIAL CONDITION
OF VENDOR CHANGES DURING THE TERM IN SUCH A MANNER AS TO ADVERSELY AFFECT VENDOR
OR JEOPARDIZE ITS ABILITY TO SATISFY THE WARRANTY SET FORTH IN THE IMMEDIATELY
PRECEDING SENTENCE, SHALL PROMPTLY NOTIFY NEXTEL IN WRITING, REASONABLY
DESCRIBING THE NATURE AND EXTENT OF SUCH CHANGE.
8.1.10.
PENDING LITIGATION.
AS OF THE EFFECTIVE DATE, THERE IS NO
OUTSTANDING LITIGATION, ARBITRATED MATTER OR OTHER DISPUTE TO WHICH VENDOR IS A
PARTY THAT, IF DECIDED UNFAVORABLY TO VENDOR, WOULD REASONABLY BE EXPECTED TO
HAVE A POTENTIAL OR ACTUAL MATERIAL ADVERSE EFFECT ON VENDOR'S ABILITY TO
FULFILL ITS OBLIGATIONS HEREUNDER.
8.2.
NEXTEL REPRESENTATIONS AND WARRANTIES.
NEXTEL REPRESENTS AND
WARRANTS TO VENDOR THAT:
8.2.1.
PENDING LITIGATION.
NEXTEL REPRESENTS THAT, AS OF THE
EFFECTIVE DATE, THERE IS NO OUTSTANDING LITIGATION, ARBITRATED MATTER OR OTHER
DISPUTE TO WHICH NEXTEL IS A PARTY THAT, IF DECIDED UNFAVORABLY TO NEXTEL, WOULD
REASONABLY BE EXPECTED TO HAVE A POTENTIAL OR ACTUAL MATERIAL ADVERSE EFFECT ON
NEXTEL'S ABILITY TO FULFILL ITS OBLIGATIONS HEREUNDER.
8.2.2.
LEGAL AND CORPORATE AUTHORITY.
NEXTEL HAS THE RIGHT AND
AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION TO GRANT THE LICENSES PROVIDED FOR HEREIN. NEXTEL'S ACTIVITIES IN
CONNECTION WITH THIS AGREEMENT DO NOT AND WILL NOT CONSTITUTE A DEFAULT OR
BREACH (OR
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AN EVENT WHICH, WITH THE PASSAGE OF TIME OR GIVING OF NOTICE, WOULD CONSTITUTE A
DEFAULT OR BREACH) OF ANY AGREEMENT OR ORDER OF ANY COURT OR GOVERNMENTAL AGENCY
BY WHICH NEXTEL OR ANY OF ITS PERSONNEL ARE BOUND.
8.3.
DISCLAIMER OF WARRANTIES.
THE FOREGOING, TOGETHER WITH ALL EXPRESS
WARRANTIES CONTAINED IN ANY SCHEDULE HERETO OR OTHERWISE INCORPORATED HEREIN,
CONSTITUTES AND EXPRESSES THE ENTIRE STATEMENT OF THE PARTIES WITH RESPECT TO
WARRANTIES.
VENDOR AND NEXTEL DISCLAIM ALL OTHER WARRANTIES WITH RESPECT TO
THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9.
REMEDIES AND LIMITATIONS
9.1.
BASIC