BE ABLE AT ALL TIMES TO IDENTIFY
THE NATIONALITY AND STATUS AS A "U.S. PERSON" OF ALL OF CSC PERSONNEL PERFORMING
SERVICES THAT FROM TIME TO TIME HAVE ACCESS TO TEXTRON DATA SOFTWARE OR GOODS
THAT ARE SUBJECT TO ITAR, EAR AND OFAC, AND TO PROVIDE WRITTEN CERTIFICATION
WITH RESPECT THERETO TO TEXTRON FROM TIME TO TIME UPON TEXTRON'S REQUEST.
17.2
REPRESENTATIONS AND WARRANTIES BY TEXTRON
Textron represents and warrants to CSC as follows:
17.2.1
TEXTRON'S EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT
SHALL NOT CONSTITUTE A VIOLATION OF ANY APPLICABLE LAWS, OR OF ANY JUDGMENT,
ORDER OR DECREE OF ANY COURT OR GOVERNMENTAL AGENCY TO WHICH TEXTRON IS A PARTY
OR BY WHICH TEXTRON IS BOUND OR, SUBJECT TO PERFORMANCE BY CSC OF ITS OBLIGATION
UNDER SECTION 8.6, CONSTITUTE A VIOLATION, BREACH OR DEFAULT UNDER ANY CONTRACT
BY WHICH TEXTRON OR ANY OF ITS ASSETS (WHETHER TANGIBLE OR INTANGIBLE) ARE BOUND
(WHETHER BY CHARGE, PLEDGE, LIEN OR OTHERWISE); OR RESULT IN THE TERMINATION,
CANCELLATION OR ACCELERATION (WHETHER AFTER THE GIVING OF NOTICE, LAPSE OF TIME,
OR BOTH) OF ANY MATERIAL CONTRACT BY WHICH TEXTRON OR
49
ANY OF ITS MATERIAL ASSETS (WHETHER TANGIBLE OR INTANGIBLE) ARE BOUND (WHETHER
BY CHARGE, PLEDGE, LIEN OR OTHERWISE);
17.2.2
TEXTRON HAS THE REQUISITE POWER, CAPACITY AND AUTHORITY TO ENTER
INTO THIS AGREEMENT AND TO CARRY OUT TEXTRON'S OBLIGATIONS CONTEMPLATED HEREIN;
17.2.3
NO TEXTRON SOFTWARE OR TEXTRON MATERIAL OR THEIR CONFIGURATIONS,
NOR THEIR USE BY CSC IN THE INTENDED MANNER, TO THE KNOWLEDGE OF TEXTRON,
INFRINGE ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY;
17.2.4
TO ITS KNOWLEDGE, TEXTRON, THE SERVICE RECIPIENTS AND THEIR
RESPECTIVE SUBCONTRACTORS ARE, AS OF THE SIGNATURE DATE, IN FULL COMPLIANCE WITH
ALL THE ASSIGNED CONTRACTS, MANAGED CONTRACTS AND TEXTRON-RETAINED LEASES; AND
17.2.5
EXCEPT AS TEXTRON MAY INFORM CSC FROM TIME TO TIME, TEXTRON HAS,
AND SHALL AT ALL RELEVANT TIMES HAVE, FULL RIGHT AND AUTHORITY TO GRANT THE
LICENSES TO USE TEXTRON SOFTWARE TO CSC AS SET FORTH IN THIS AGREEMENT.
Each of the above shall be construed as a separate warranty or representation on
behalf of Textron and shall not be limited or restricted by reference to or
inference from the terms of any other warranty or representation or any other
terms of this Agreement, and Textron acknowledges and agrees that compliance by
it with the warranties and representations contained in this Section 17.2 (or
any of them) shall not of itself constitute performance of any of Textron's
other obligations under this Agreement.
17.3
COMPLIANCE WITH LAWS
17.3.1
EACH PARTY SHALL PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT IN
A MANNER THAT COMPLIES WITH ALL APPLICABLE LAWS IN RELATION TO, OR OTHERWISE
RELEVANT TO ITS OBLIGATIONS UNDER, THIS AGREEMENT AND SHALL PROMPTLY NOTIFY THE
OTHER PARTY IF IT RECEIVES A WRITTEN ALLEGATION OF NON-COMPLIANCE WITH ANY SUCH
LAW BY ANY PERSON WHICH RELATES TO ITS PERFORMANCE OF SUCH OBLIGATIONS.
17.3.2
CSC SHALL BE RESPONSIBLE FOR ANY GOVERNMENTAL FILINGS,
NOTIFICATIONS AND REGISTRATIONS, AND IDENTIFYING AND PROCURING GOVERNMENTAL
PERMITS, CERTIFICATES,