Common use of Certain Representations and Warranties of the Company Clause in Contracts

Certain Representations and Warranties of the Company. In connection with the purchase and sale of the Executive Securities hereunder, the Company hereby represents and warrants to Executive that: (i) The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) The execution, delivery and performance of this Agreement will not violate, conflict with or result in any breach of the Company's organizational documents or any terms or conditions of any material agreements to which the Company is a party; (iii) Any Executive Securities to be delivered pursuant to this Agreement, including the shares of Common Stock issuable upon exercise of the Options, shall, when delivered, be duly authorized, validly issued, fully paid and non-assessable and will not be subject to pre-emptive or similar rights; and (iv) The holders of least 75% of the Company's voting common stock have reviewed this Agreement and the Stock Option Agreement attached hereto as Annex A and have approved the terms and conditions contained herein and therein, including, without limitation, those terms and conditions relating to contingent payments that may be due to Executive upon a Sale of the Company and may have otherwise constituted an "excess parachute payment" pursuant to Section 280G of the Internal Revenue Code of 1986, as amended and a copy of such consent is attached hereto as Exhibit 7(c)(iv).

Certain Representations and Warranties of the Company. In connection with the purchase and sale of the Executive Securities hereunderunder the 1999 Agreement, the Company hereby represents continues to represent and warrants warrant to Executive that: (i) The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) The execution, delivery and performance of this the 1999 Agreement will did not violate, conflict with or result in any breach of the Company's organizational documents or any terms or conditions of any material agreements to which the Company is a party; (iii) Any Executive Securities to be delivered pursuant to this the 1999 Agreement, including the shares of Common Stock issuable upon exercise of the Options, shall, when delivered, be are duly authorized, validly issued, fully paid and non-assessable and will not be subject to pre-emptive or similar rights; and (iv) The holders of least 75% of the Company's voting common stock have reviewed this the 1999 Agreement and the Stock Option Agreement attached hereto as Annex A annexed thereto and have approved the terms and conditions contained herein and therein, including, without limitation, those terms and conditions relating to contingent payments that may be due to Executive upon a Sale of the Company and may have otherwise constituted an "excess parachute payment" pursuant to Section 280G of the Internal Revenue Code of 1986, as amended and a copy of such consent is attached hereto was previously provided to Executive (as Exhibit an attachment to the 1999 Agreement with reference to EXHIBIT 7(c)(iv).