Common use of Ratifications Representations and Warranties Clause in Contracts

Ratifications Representations and Warranties. 4.1. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Shareholder Agreement (including, without limitation, all representations, warranties and covenants contained therein) and all other agreements, instruments and documents related thereto, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Shareholder Agreement and all other agreements, instruments and documents related thereto are ratified and confirmed and shall continue in full force and effect. The Company and Purchaser agree that the Shareholder Agreement and all other agreements, instruments and documents related thereto, in each case as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms. 4.2. The Company hereby represents and warrants to Purchaser that (a) the execution, delivery and performance of this Amendment and any and all other agreements executed and/or delivered in connection herewith have been authorized by all requisite corporate action on the part of the Company and will not violate the Certificate of Incorporation or Bylaws of the Company; (b) the Company is in material compliance with all covenants and agreements contained in the Shareholder Agreement, as amended hereby, and all other agreements, instruments and documents related thereto; and (c) the Company has not amended its Certificate of Incorporation or its Bylaws since March 29, 1996, except for such amendments, if any, as have been delivered to Purchaser on the date hereof.

Ratifications Representations and Warranties. 4.1. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Shareholder Warrant Agreement (including, without limitation, all representations, warranties and covenants contained therein) and all other agreements, instruments and documents related thereto, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Shareholder Warrant Agreement and all other agreements, instruments and documents related thereto are ratified and confirmed and shall continue in full force and effect. The Company and Purchaser agree that the Shareholder Warrant Agreement and all other agreements, instruments and documents related thereto, in each case as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms. 4.2. The Company hereby represents and warrants to Purchaser that (a) the execution, delivery and performance of this Amendment and any and all other agreements executed and/or delivered in connection herewith have been authorized by all requisite corporate action on the part of the Company and will not violate the Certificate of Incorporation or Bylaws of the Company; (b) the Company is in material compliance with all covenants and agreements contained in the Shareholder Warrant Agreement, as amended hereby, and all other agreements, instruments and documents related thereto; and (c) the Company has not amended its Certificate of Incorporation or its Bylaws since March 29, 1996, except for such amendments, if any, as have been delivered to Purchaser on the date hereof.

Ratifications Representations and Warranties. 4.1. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Shareholder Note Agreement (including, without limitation, all representations, warranties and covenants contained therein) and all other agreements, instruments and documents related theretothe Other Agreements, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Shareholder Note Agreement and all other agreements, instruments and documents related thereto the Other Agreements are ratified and confirmed and shall continue in full force and effect. The Company and Purchaser the Purchasers agree that the Shareholder Note Agreement and all other agreementsthe Other Agreements, instruments and documents related thereto, in each case as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms. 4.2. The Company hereby represents and warrants to Purchaser the Purchasers that (a) the execution, delivery and performance of this Amendment and any and all other agreements agreements, documents and instruments executed and/or delivered in connection herewith have been authorized by all requisite corporate action on the part of the Company and will not violate the Certificate of Incorporation or Bylaws of the Company; (b) the representations and warranties contained in the Note Agreement and the Other Agreements, as amended hereby, are true and correct on and as of the date hereof as though made on and as of such date; (c) after giving effect to this Amendment (i) no Potential Default or Event of Default under the Note Agreement, as amended hereby, has occurred and is continuing, and (ii) no violation or default under any Other Agreement shall have occurred and be continuing; and (d) after giving effect to this Amendment, the Company is in material full compliance with all covenants and agreements contained in the Shareholder Note Agreement, as amended hereby, and all other agreements, instruments and documents related thereto; and (c) the Company has not amended its Certificate of Incorporation or its Bylaws since March 29, 1996, except for such amendments, if any, as have been delivered to Purchaser on the date hereofOther Agreements.