Amendment to Representations and Warranties. Subsection 2.3(a) of the Sale Agreement is hereby amended by adding the following new clause at the end thereof:
Amendment to Representations and Warranties. Section 4 of the IP Security Agreement is hereby amended to delete subsections 4.3 and 4.4 therefrom and to insert in place thereof, respectively, the following:
Amendment to Representations and Warranties. Section 4 of the Pledge Agreement is hereby amended to delete subsections 4.1 and 4.5 therefrom and to insert in place thereof, respectively, the following:
4.1. Borrower is the legal record and beneficial owner of, and has good and marketable title to, the Pledged Securities, and the Pledged Securities are not subject to any pledge, lien, mortgage, hypothecation, security interest, charge, option, warrant or other encumbrance whatsoever, nor to any agreement purporting to grant to any third party a security interest in the property or assets of Borrower that would include such Pledged Securities, except the security interest created by this Agreement or otherwise securing only Agent and the Lenders or as set forth on Schedule 1 hereto.
4.5. The pledge, assignment and delivery of the Pledged Securities hereunder creates a valid first lien on, and a first perfected security interest in, the Pledged Securities and the proceeds thereof. Other than pursuant to this Agreement or as set forth on Schedule 1 hereto, Borrower has not granted any other liens on, or security interests in, the Pledged Securities.
Amendment to Representations and Warranties. Article 4 of the Agreement is amended by adding a new Section 4.12 immediately after Section 4.11 thereof, to read in its entirety as follows:
Amendment to Representations and Warranties. Other than as set forth in Sections 1.B, 1.C, 1.D and 1.E of this Supplemental Agreement, the term “Prospectus” as used in the Distribution Agreement shall, as the context requires, refer to:
Amendment to Representations and Warranties. (a) Section 4.2(a) of the March 2006 Credit Agreement is hereby amended by inserting the following at the end of subclause (iii): (other than any Lien securing the Obligations)
(b) Clause (b) of Section 4.12 of the March 2006 Credit Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Representations and Warranties. Subject to the final sentence of this Section 3.2(r), the Seller shall have the right to amend and supplement the representations and warranties (including, the Schedules to this Agreement) from time to time prior to the Closing to reflect changes since the Effective Date by providing a written copy of such amendment or supplement to the Buyer; provided, however, that any amendment or supplement to such representations and warranties (including the Schedules to this Agreement) shall have no effect for the purposes of determining whether the conditions precedent to Buyer’s obligations as set forth in Section 5.2 have been satisfied but shall have effect only for the purpose of limiting the defense and the indemnification obligations of Seller for the inaccuracy or untruth of the original representation or warranty being qualified by such amendment or supplement. It being acknowledged that if any such amendment or supplement of the representations or warranties contained herein discloses a misrepresentation or breach of Seller’s obligations hereunder, then Buyer shall have the right to exercise any rights granted to Buyer hereunder in the event of a misrepresentation or breach by Seller hereunder, subject in all respects to the provisions of Section 11.3.
Amendment to Representations and Warranties. (a) Article 4 of the Agreement is amended by adding a new Section 4.1
(1) immediately after Section 4.1(k) thereof, to read in its entirety as follows:
4.1(1). Year 2000. Any reprogramming required to permit the proper functioning, in and following year 2000, of (a) each of the Borrower's material computer systems and (b) material equipment containing embedded microchips (including systems and equipment supplied by others or with which any of the Borrower's systems interface) and the testing of all such systems and equipment, as so reprogrammed, will be completed in a timely fashion. The cost to each Borrower of such reprogramming and testing and of the reasonably foreseeable consequences of year 2000 to each of the Borrowers (including, without limitation, reprogramming errors and the failure of others' systems or equipment) will not result in a Default or Material Adverse Effect. Except for such of the reprogramming referred to in the preceding sentence as may be necessary, the computer and management information systems of each of the Borrowers and their Subsidiaries are and, with ordinary course upgrading and maintenance, will continue for the term of this Agreement, to be sufficient to permit each of the Borrowers to conduct its business without Material Adverse Effect.
(b) Article 4 of the Agreement is amended by adding a new Section 4.2(b)(vii) immediately after Section 4.2(b)(vi) thereof, to read in its entirety as follows:
Amendment to Representations and Warranties. Section 8 of the Loan Agreement is hereby amended by inserting, immediately after subsection (x) thereof, the following new subsection:
Amendment to Representations and Warranties. Section 11 of the Agreement shall be deleted and restated as follows:
