Year 2000 Reprogramming. Any reprogramming required to permit the proper functioning, in and following the Year 2000, of the Borrower's or any of its Subsidiaries' (i) computer systems and (ii) equipment containing embedded microchips (including systems and equipment supplied by others or with which the Borrower's systems interface) and the testing of all such systems and equipment, as so reprogrammed, has been completed by June 30, 1999, except that certain non-mission critical issues and testing has not been completed but will be completed by September 30, 1999. The costs to the Borrower of such reprogramming and testing and of the reasonably foreseeable consequences of Year 2000 (including, without limitation, reprogramming errors and the failure of others' systems or equipment) could not reasonably be expected to have a material adverse effect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole. Except for such of the reprogramming referred to in the preceding sentence as may be necessary, the computer and management information systems of the Borrower and its Subsidiaries are, and with ordinary course upgrading and maintenance will continue to be for the term of this Agreement, sufficient to permit the Borrower and its Subsidiaries to conduct their business without such conduct resulting in a material adverse effect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.
Year 2000 Reprogramming. Except as disclosed in writing to Buyer, none of the (A) computer software, computer firmware, computer hardware (whether general or special purpose) or other similar or related items of automated, computerized or software systems and (B) equipment containing embedded microchips (including systems and equipment supplied by others) used or relied on by the Company in the conduct of its business has malfunctioned or, based on the Company's reasonable inquiry is expected to malfunction, cease to function, generate incorrect data or produce incorrect results when processing, providing or receiving date-related data from, into and between the year 1999 and earlier, and the year 2000 and thereafter, or date-related data in connection with any valid data in the twentieth and twenty-first centuries.
Year 2000 Reprogramming. A project to complete on a timely basis all the reprogramming required to permit the proper functioning, in and following the year 2000, of (i) Holdings' or any of its Subsidiaries' computer systems and (ii) equipment containing embedded microchips (excluding systems and equipment of third-parties with which Holdings' or any of its Subsidiaries' systems interface) and the testing of all such systems and equipment, as so reprogrammed, has been implemented by Holdings and its Subsidiaries. Neither Holdings nor any of its Subsidiaries believes that the consequences of the year 2000 will pose significant operational problems for its computer systems.
Year 2000 Reprogramming. A project to complete on a timely basis all the reprogramming required to permit the proper functioning, in and following the year 2000, of (i) Holdings' or any of its Subsidiaries' computer systems and (ii) equipment containing embedded microchips (excluding systems and equipment of third-parties with which Holdings' or any of its Subsidiaries' systems interface) and the testing of all such systems and equipment, as so reprogrammed, has been implemented by Holdings and its Subsidiaries. Neither Holdings nor any of its Subsidiaries believes that the consequences of the year 2000 will pose significant operational problems for its computer systems."
(b) Section 7.01 of the Credit Agreement is hereby amended by inserting the following new clause (j) immediately after clause (i) appearing therein: "Prompt notice of any fact, event or circumstance relating to the consequences of the year 2000 which it or any of its Subsidiaries is or becomes aware of and that could be reasonably expected to (a) have a material adverse impact on the implementation or anticipated July 1, 1999 date for completion of the reprogramming and testing project referred to in Section 6.14 hereof, (b) have a material adverse impact on the proper functioning of Holdings or any of its Subsidiaries' computer systems or equipment containing embedded mircrochips on or after the year 2000 or (c) result in a material adverse effect on the financial conditions or results of operations of Holdings and its Subsidiaries taken as a whole or of the Borrower and its Subsidiaries taken as a whole."
2. The Credit Agreement is amended as follows, but in each case only until the Temporary Amendment Expiry Date:
(a) Section 1.08(a) of the Credit Agreement is hereby amended by deleting the phrase "at a rate per annum which shall be equal to the Base Rate" and inserting in lieu thereof the phrase "at a rate per annum which shall be equal to the sum of 1% plus the Base Rate".
(b) Section 3.03(e) of the Credit Agreement is hereby amended by deleting the phrase "pursuant to Section 4.02(c) or (d)" and inserting in lieu thereof the phrase "pursuant to Section 4.02(c), (d) or (e)".
(c) Section 4.02(c) of the Credit Agreement is hereby amended by deleting the phrase "in accordance with the requirements of Sections 4.02(e) and (f)" appearing therein and inserting in lieu thereof the phrase "in accordance with the requirements of Sections 4.02(f) and (g)".
(d) Section 4.02(d) of the Credit Agreement is hereby amended ...
Year 2000 Reprogramming. Any reprogramming required to permit the proper functioning, in and following the year 2000, of Holdings or any of its Subsidiaries', (i) computer systems and (ii) equipment containing embedded microchips (including systems and equipment supplied by others or with which the Holdings systems interface) and the testing of all such systems and equipment, as so reprogrammed, has been completed. The costs to Holdings and its Subsidiaries of such reprogramming and testing and of the reasonably foreseeable consequences of year 2000 (including, without limitation, reprogramming errors and the failure of others' systems or equipment) could not reasonably be expected to have a material adverse effect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of Holdings and its Subsidiaries taken as a whole. The computer and management information systems of Holdings and its Subsidiaries are, and with ordinary course upgrading and maintenance will continue to be for the term of this Agreement, sufficient to permit the Holdings and its Subsidiaries to conduct their business without such conduct resulting in a material adverse effect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of Holdings and its Subsidiaries taken as a whole.
Year 2000 Reprogramming. Any reprogramming required to permit the proper functioning, in and following the year 2000, of (a) the Company's and its Subsidiaries' computer systems, and (b) equipment containing embedded microchips (including systems and equipment supplied by others or with which the Company's or any of its Subsidiary's systems interface), and the testing of all such systems and equipment as so reprogrammed, will be completed by September 30, 1999; provided, however, that the reprogramming and testing of immaterial computer systems and other immaterial equipment not critical or necessary for the day-to-day operations of the Company and/or any of its Subsidiaries may be completed after September 30, 1999 at times deemed reasonable by the Company based on the applicable circumstances. The cost to the Company and its Subsidiaries of such reprogramming and testing of the reasonably foreseeable consequences of year 2000 to the Company and its Subsidiaries (including, without limitation, reprogramming errors and the failure of others' systems or equipment) will not result in a Default, an Event of Default, or a 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 the Company and its Subsidiaries are and, with ordinary course upgrading and maintenance, will continue to be, sufficient to permit the Company and its Subsidiaries to conduct their respective business without any Material Adverse Effect.
Year 2000 Reprogramming. The costs to Cerulean of (i) any reprogramming required to permit the proper functioning, in and following the year 2000, of Cerulean's (A) computer systems and (B) equipment containing embedded microchips (including systems and equipment supplied by others), (ii) the testing of all such systems and equipment and (iii) the reasonably foreseeable consequences of year 2000 (including, without limitation, reprogramming errors and the failure of others' systems or equipment) will not have a material adverse effect on the Condition of Cerulean. Except for such of the reprogramming referred to in the preceding sentence as may be necessary, the computer and management information systems of Cerulean are sufficient to permit Cerulean to conduct its business substantially as it is conducted on the date hereof.
Year 2000 Reprogramming. Any reprogramming required to permit the proper functioning, in and following the year 2000, of the Company's or any of its Subsidiaries' (i) computer systems and (ii) equipment containing embedded microchips (including systems and equipment supplied by others and utilized in the Company's business) and the testing of all such systems and equipment, as so reprogrammed shall be completed no later than the fourth quarter of 1999, except for additional corrections not material to the Company's operations. The costs to the Company of such reprogramming and testing and of the reasonably foreseeable consequences of year 2000 (including, without limitation, reprogramming errors and the failure of others' systems or equipment) could, individually or in the aggregate, not reasonably be expected to have a 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 the Company and its Subsidiaries are sufficient to permit the Company and its Subsidiaries to conduct its business without such conduct resulting in a Material Adverse Effect.
Year 2000 Reprogramming. Any reprogramming required to permit the proper functioning, in and following the year 2000, of the Borrower's or any of its Subsidiaries' (i) computer systems and (ii) equipment containing embedded microchips (including systems and equipment supplied by others or with which the Borrower's systems interface) and the testing of all such systems and equipment, as so reprogrammed, shall be completed by September 30,1999. The costs to the Borrower of such reprogramming and testing and of the reasonably foreseeable consequences of year 2000 (including, without limitation, reprogramming errors and the failure of others' systems or equipment) could not reasonably be expected to have a material adverse effect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole. Except for such of the reprogramming referred to in the preceding sentence as may be necessary, the computer and management information systems of the Borrower and its Subsidiaries are, and with ordinary course upgrading and maintenance will continue to be for the term of this Agreement, sufficient to permit the Borrower and its Subsidiaries to conduct its business without such conduct resulting in a material adverse effect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.
Year 2000 Reprogramming. Any reprogramming required to permit the ----------------------- proper functioning, in and following the year 2000, of (a) the Company's and its Subsidiaries' computer systems, and (b) equipment containing embedded microchips (including systems and equipment supplied by others or with which the Company's or any of its Subsidiary's systems interface), and the testing of all such systems and equipment as so reprogrammed, has been completed; provided, however, that the reprogramming and testing of immaterial computer systems and other immaterial equipment not critical or necessary for the day-to-day operations of the Company and/or any of its Subsidiaries may be completed after the effective date hereof at times deemed reasonable by the Company based on the applicable circumstances. Except for such of the reprogramming referred to in the preceding sentence as may be necessary, the computer and management information systems of the Company and its Subsidiaries are and, with ordinary course upgrading and maintenance, will continue to be, sufficient to permit the Company and its Subsidiaries to conduct their respective business without any Material Adverse Effect.
