OTHER DEFINED TERMS.
AS USED IN THIS AGREEMENT, THE FOLLOWING
TERMS SHALL HAVE THE MEANINGS GIVEN IN THE SECTIONS SET FORTH OPPOSITE SUCH
TERMS:
Term
Section
ACI
Preamble
ACI Bylaws
2.02(c)
ACI Charter
2.02(c)
ACI Common Stock
2.02(a)
ACI Preferred Stock
2.02(a)
Agreement
Preamble
Alliance
Recitals
Alliance Agreements
Recitals
Alliance Executive
5.01
AMC
5.02
AMT
5.01
Confidential Information
9.01
Defaulting Party
8.02(b)
7
ACI WORLDWIDE, INC. HAS REQUESTED THAT
THE PORTIONS OF THIS DOCUMENT DENOTED
BY BOXES AND ASTERISKS BE ACCORDED
CONFIDENTIAL TREATMENT PURSUANT TO
RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934.
Term
Section
Development Executive
5.02(a)(iii)
Disclosing Party
9.01
Finance Executive
5.02(a)(v)
IBM
Preamble
IBM By-laws
3.04(a)(i)
IBM Charter
3.04(a)(i)
IBM Personnel
10.01(b)
Indemnified Party
10.01
Indemnifying Party
10.01
Initial Payment
6.08(a)(i)
Initial Termination Notice
8.01
[_*_]
[_*_]
Migration Executive
5.02(a)(iv)
[_*_]
[_*_]
Party
Preamble
Prime Contractor
6.10(f)(i)
Receiving Party
9.01
[_*_]
[_*_]
Residual Ideas
6.10(i)
Residual Information
9.05
Sales Executive
5.02(a)(ii)
Senior Alliance Executive
5.03(a)
Subcontractor
6.10(f)(i)
Terminating Party
8.02(b)
Termination Notice
8.03
Warrants
6.01
SECTION 1.03.
TERMS GENERALLY.
UNLESS THE CONTEXT SHALL OTHERWISE REQUIRE, ALL
DEFINED TERMS SHALL APPLY EQUALLY TO BOTH THE SINGULAR AND PLURAL FORMS OF THE
TERMS DEFINED. THE WORDS "INCLUDE", "INCLUDES" AND "INCLUDING" SHALL BE DEEMED
TO BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION"; AND THE WORD "WILL" SHALL BE
CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AS THE WORD "SHALL".
ALL
REFERENCES HEREIN TO ARTICLES, SECTIONS, EXHIBITS AND ANNEXES SHALL BE DEEMED TO
BE REFERENCES TO ARTICLES AND SECTIONS OF, AND EXHIBITS AND ANNEXES TO, THIS
AGREEMENT UNLESS THE CONTEXT SHALL OTHERWISE REQUIRE.
THE TABLE OF CONTENTS AND
THE HEADINGS OF THE ARTICLES AND SECTIONS ARE INSERTED FOR CONVENIENCE OF
REFERENCE ONLY AND ARE NOT INTENDED TO BE A PART OF OR TO AFFECT THE MEANING OR
INTERPRETATIONS OF THIS AGREEMENT.
UNLESS THE CONTEXT SHALL OTHERWISE REQUIRE,
ANY REFERENCE TO ANY AGREEMENT OR OTHER INSTRUMENT OR STATUTE OR REGULATION IS
TO SUCH AGREEMENT, INSTRUMENT, STATUTE OR REGULATION AS AMENDED AND SUPPLEMENTED
FROM TIME TO TIME (AND, IN THE CASE OF A STATUTE OR REGULATION, TO ANY SUCCESSOR
PROVISION).
8
SECTION 1.04.
MEANING OF DAY.
ANY REFERENCE IN THIS AGREEMENT TO A "DAY" OR A
NUMBER OF "DAYS" (WITHOUT THE EXPLICIT QUALIFICATION OF "BUSINESS") SHALL BE
INTERPRETED AS A REFERENCE TO A CALENDAR DAY OR NUMBER OF CALENDAR DAYS.
IF ANY
ACTION OR NOTICE IS TO BE TAKEN OR GIVEN ON OR BY A PARTICULAR CALENDAR DAY, AND
SUCH CALENDAR DAY IS NOT A BUSINESS DAY, THEN SUCH ACTION OR NOTICE SHALL BE
DEFERRED UNTIL, OR MAY BE TAKEN OR GIVEN, ON THE NEXT BUSINESS DAY.
ARTICLE II
Representations and Warranties of ACI
ACI hereby represents and warrants to IBM that:
SECTION 2.01.
ORGANIZATION AND STANDING.
ACI (A) IS A CORPORATION DULY
INCORPORATED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE
OF DELAWARE AND (B) HAS ALL REQUISITE POWER AND AUTHORITY TO CONDUCT ITS
BUSINESS AS NOW CONDUCTED AND AS PRESENTLY CONTEMPLATED AND