JOINTLY AND
SEVERALLY IN ACCORDANCE WITH ITS TERMS, EXCEPT INSOFAR AS SUCH ENFORCEABILITY
MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
OR SIMILAR LAWS AFFECTING GENERALLY CREDITORS' RIGHTS, OR BY GENERAL PRINCIPLES
OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN A
PROCEEDING IN EQUITY OR AT LAW).
(C)
APPROVALS.
EACH OF TCS AMERICA AND TCSL
HAS OBTAINED ALL AUTHORIZATIONS, APPROVALS, CONSENTS OR PERMITS REQUIRED TO
PERFORM ITS OBLIGATIONS UNDER THE AGREEMENT UNDER ALL APPLICABLE LAWS AND
REGULATIONS, EXCEPT TO THE EXTENT THE FAILURE TO OBTAIN ANY SUCH AUTHORIZATIONS,
APPROVALS, CONSENTS OR PERMITS WOULD NOT, IN THE AGGREGATE, ADVERSELY AFFECT IN
ANY MATERIAL RESPECT THE ABILITY OF EACH OF TCS AMERICA AND TCSL TO PERFORM ITS
OBLIGATIONS UNDER THE AGREEMENT.
46
(D)
INDUCEMENTS.
NEITHER TCS AMERICA NOR TCSL
HAS GIVEN COMMISSIONS, PAYMENTS, KICKBACKS, LAVISH OR EXTENSIVE ENTERTAINMENT,
OR OTHER INDUCEMENTS OF MORE THAN REASONABLY NOMINAL VALUE TO ANY EMPLOYEE OR
AGENT OF IDEARC IN CONNECTION WITH THE AGREEMENT.
(E)
NO LITIGATION.
THERE IS NO ACTION, CLAIM,
SUIT, LITIGATION, PROCEEDING, ARBITRATION OR INVESTIGATION PENDING, OR TO THE
KNOWLEDGE OF EACH OF TCS AMERICA AND TCSL, THREATENED, THAT WOULD MATERIALLY
AFFECT SUCH ENTITY'S ABILITY TO EXECUTE, DELIVER OR PERFORM ITS OBLIGATIONS
UNDER THE AGREEMENT.
(F)
NO VIOLATION.
THE EXECUTION, DELIVERY
AND PERFORMANCE OF THE AGREEMENT BY EACH OF TCS AMERICA AND TCSL DOES NOT
VIOLATE ANY JUDGMENT, ORDER, OR DECREE BY WHICH EITHER TCS AMERICA OR TCSL IS
BOUND, AND DOES NOT RESULT IN A BREACH OF, OR CONFLICT WITH, OR CONSTITUTE A
DEFAULT UNDER, ANY MATERIAL AGREEMENT OR CONTRACT TO WHICH EITHER TCS AMERICA OR
TCSL IS A PARTY.
11.3.
ADDITIONAL PROVIDER WARRANTIES.
(A)
WORK STANDARDS.
PROVIDER WARRANTS THAT
(I) THE SERVICES SHALL BE PROVIDED WITH PROMPTNESS, DUE CARE, SKILL AND
DILIGENCE AND IN A PROFESSIONAL AND WORKMANLIKE MANNER CONSISTENT WITH THE
PRACTICES GENERALLY FOLLOWED BY THE PEER GROUP; (II) PROVIDER SHALL USE ADEQUATE
NUMBERS OF QUALIFIED INDIVIDUALS WITH SUITABLE TRAINING, EDUCATION, EXPERIENCE,
KNOW-HOW, COMPETENCE AND SKILL TO PERFORM THE SERVICES; AND (III) PROVIDER HAS,
OR WILL HAVE AT THE RELEVANT TIME, THE RESOURCES, CAPACITY, EXPERTISE AND
ABILITY IN TERMS OF EQUIPMENT, SOFTWARE, KNOW-HOW AND PERSONNEL TO PROVIDE THE
SERVICES.
(B)
MAINTENANCE.
PROVIDER SHALL MAINTAIN
EQUIPMENT AND SOFTWARE TO THE EXTENT THAT PROVIDER HAS MAINTENANCE
RESPONSIBILITY FOR SUCH ASSETS SUCH THAT THEY OPERATE IN ACCORDANCE WITH THEIR
SPECIFICATIONS, INCLUDING (I) MAINTAINING EQUIPMENT IN GOOD OPERATING CONDITION,
SUBJECT TO NORMAL WEAR AND TEAR; (II) UNDERTAKING REPAIRS AND PREVENTIVE
MAINTENANCE ON EQUIPMENT IN ACCORDANCE WITH THE APPLICABLE EQUIPMENT
MANUFACTURER'S RECOMMENDATIONS; AND (III) PERFORMING SOFTWARE MAINTENANCE IN
ACCORDANCE WITH THE APPLICABLE SOFTWARE VENDOR'S DOCUMENTATION AND
RECOMMENDATIONS.
(C)
EFFICIENCY AND COST EFFECTIVENESS.
PROVIDER SHALL PROVIDE THE SERVICES IN A COST-EFFICIENT MANNER CONSISTENT WITH
THE LEVEL OF QUALITY AND PERFORMANCE REQUIRED UNDER THE AGREEMENT.
(D)
CORRECTION OF ERRORS.
PROVIDER SHALL
PROMPTLY CORRECT ANY ERRORS OR INACCURACIES (COLLECTIVELY OR INDIVIDUALLY, AN
"ERROR") IN OR WITH RESPECT TO ANY REPORT, THE INFORMATION OR DATA CONTAINED IN
SUCH REPORT, OR OTHER CONTRACT DELIVERABLES, IN EACH CASE