LEASE, FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES, OTHER
THAN LESSORS' INTERESTS, OR SECURITY INTERESTS OF PROVIDER'S LENDERS, ALL RIGHT,
TITLE, AND INTEREST IN AND TO THE TANGIBLE PROPERTY THAT PROVIDER INTENDS TO USE
OR USES IN RELATION TO THE SERVICES.
18.2
Investors' Representations, Warranties, Covenants
and Disclaimers
18.2.1
LEGAL AND CORPORATE AUTHORITY
Investors represents and warrants that:
(i) it is a Massachusetts Trust
Company, and is qualified and registered to transact business in all locations
where the performance of its obligations hereunder would require such
qualification; (ii) it has all necessary corporate powers, and authority to
enter into and perform this Agreement, and the execution, delivery, and
performance of this Agreement has been duly authorized by all necessary
corporate action of Investors' corporation; (iii) the execution of this
Agreement by Investors shall not violate any law, statute, or regulation and
shall not breach any agreement, covenant, court order, judgment, or decree to
which Investors is a party or by which it is bound; and (iv) that it owns or
leases and covenants that it shall own or lease, free and clear of all liens and
encumbrances, other than lessors' interests, or security interests of Investors
lenders, all right, title, and interest in and to the tangible property that
Investors intends to use or uses in relation to the Services.
18.2.2
DISCLAIMER
Investors does not make any representation or warranty, express or implied, with
respect to the skills, capabilities, or medical or other condition (with the
exception of job title, salary information, description of benefits and terms of
employment) of any of the Transitioned Employees.
All hardware, software,
networks, and other IT-related assets made available or conveyed by Investors to
Provider under this Agreement are made available or conveyed to Provider "AS IS,
WHERE IS" and there are no warranties of any kind with respect to the condition,
capabilities, or other attributes of such items, except as otherwise expressly
stated in this Agreement.
18.2.3
Conflict of Interest
INVESTORS REPRESENTS, WARRANTS, AND AGREES THAT NEITHER INVESTORS, NOR ANY OF
ITS AFFILIATES, NOR ANY EMPLOYEE OF EITHER, HAS USED OR SHALL USE ANY PROVIDER
CONFIDENTIAL INFORMATION ACQUIRED IN THE PERFORMANCE OF THE AGREEMENT TO OBTAIN
FINANCIAL GAIN FOR INVESTORS, OR ANY SUCH AFFILIATE OR EMPLOYEE, OR A MEMBER OF
THE
57 OF 76
IMMEDIATE FAMILY OF ANY SUCH EMPLOYEE, OTHER THAN (1) THE AMOUNTS DUE INVESTORS
PURSUANT TO THIS AGREEMENT, (2) AS PERMITTED WITHIN THE AGREEMENT, AND (3) THE
COMPENSATION INVESTORS AND ITS AFFILIATES PAY THEIR EMPLOYEES.
INVESTORS HAS
NOT PAID OR AGREED TO PAY ANY PERSON, OTHER THAN BONA FIDE EMPLOYEES WORKING
SOLELY FOR INVESTORS, ANY FEE, COMMISSION, PERCENTAGE, BROKERAGE FEE, GIFT, OR
ANY OTHER CONSIDERATION, CONTINGENT UPON OR RESULTING FROM THE AWARD OR MAKING
OF THIS AGREEMENT.
18.2.4
Acquired Assets and Leases
(A)
INVESTORS REPRESENTS AND WARRANTS THAT AS OF THE
CONTRACT EFFECTIVE DATE, IT HAS CLEAR TITLE TO ALL ACQUIRED ASSETS AND IT
TRANSFERS ALL RIGHT, TITLE, AND INTEREST IN SUCH ACQUIRED ASSETS TO PROVIDER,
FREE OF