Compliance and Resolution Sample Clauses
Compliance and Resolution. B▇▇▇▇▇▇▇ agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lenders believes that there is a substantial risk of such assertion) that Agent, Lenders and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lenders by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and Lenders. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lenders believe that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Agent, Lenders and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lenders, and any governmental regulatory agency, and (ii) upon request of Lenders or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules SBIC V, L.P. and Hercules Capital, Inc.
(a) Each Lender hereby irrevocably appoints Hercules Capital, Inc. to act on its behalf as Agent hereunder and under the other Loan Documents and irrevocably authorizes Agent to take such actions on its behalf and to exercise such powers as are delegated to Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Agent shall have only those duties which are specified in this Agreement and it may perform such duties by or through its agents, representatives or employees. In performing its duties on behalf of Lenders, Agent shall exercise the same care which it would exercise in dealing with loans made for its own account, but it shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of all or any of the Loan Documents, or for any representations, warranties, recitals or statements made therein or made in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents furnished or delivered in connection herewith or therewith by Agent to any Lender or by or on behalf of Borrower to Agent or any Lender, or be required to ascertain or inquire as to the p...
Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency of a failure to comply with Borrower’s obligations under this Addendum, then (x) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender and any governmental regulatory agency, and (y) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. To: Agent: Date: , 2013 Hercules Technology Growth Capital, Inc. (the “Agent”) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Attn: ViewRay Incorporated (“Borrower”) hereby requests from Agent and Hercules Technology III, L.P. (“Lender”) an Advance in the amount of Fifteen Million Dollars ($15,000,000) on , (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.
Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Lender, and any governmental regulatory agency, and (ii) upon request of Lender, Borrower will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. to Hercules Technology Growth Capital, Inc.
Compliance and Resolution. Each Borrower agrees that a failure to comply with such Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or the Lender believes that there is a substantial risk of such assertion) that the Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to the Lender by any Borrower, will constitute a breach of the obligations of such Borrower under the financing agreements between the Borrowers and the Lender. In the event of (i) a failure to comply with any Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or the Lender believes that there is a substantial risk of such assertion) of a failure to comply with any Borrower’s obligations under this Addendum, then (i) the Lender and the Borrowers will meet and resolve any such issue in good faith to the satisfaction of the Borrowers, the Lender, and any governmental regulatory agency, and (ii) upon request of the Lender, each Borrower will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. to Hercules Technology Growth Capital, Inc. To: Lender: Date: [__________], 2011 Hercules Technology II, L.P. Hercules Technology Growth Capital, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Attn: [_______________] Anthera Pharmaceuticals, Inc. (the “Administrative Borrower”) hereby requests from Hercules Technology II, L.P. and Hercules Technology Growth Capital, Inc. (collectively, the “Lender”) an Advance in the amount of Twenty-Five Million Dollars ($25,000,000) on [______________], 2011 (the “Advance Date”) pursuant to the Loan and Security Agreement between the Administrative Borrower, the other borrowers from time to time party thereto, the Lender, and Hercules Technology II, L.P. in its capacity as the collateral agent (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement. Please:
(a ) Issue a check payable to the Administrative Borrower or
(b ) Wire Funds to the Administrative Borrower’s account Bank: Address: ABA Number: Account Number:
Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Lender, and any governmental regulatory agency, and (ii) upon request of Lender, Borrower will cooperate and assist with any assignment of the financing agreements from Hercules Technology III, L.P. to Hercules Technology Growth Capital, Inc. To: Lender: Date: __________, 2013 HERCULES TECHNOLOGY III, L.P. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Attn: Neuralstem, Inc. (“Borrower”) hereby requests from HERCULES TECHNOLOGY III, L.P. (“Lender”) an Advance in the amount of _____________________ Dollars ($________________) on ______________, _____, 2013 (the “Advance Date”) pursuant to the Loan and Security Agreement between Borrower and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.
Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender, and any governmental regulatory agency, and (ii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology II, L.P. and Hercules Capital, Inc. To: Agent: Date: ___________, 2006 Hercules Technology II, L.P. (the “Agent”) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attn: AcelRx Pharmaceuticals, Inc. (“Borrower”) hereby requests from Hercules Technology II, L.P. and Hercules Capital Funding Trust 2014-1 (collectively, “Lender”) an Advance in the amount of _____________________ Dollars ($________________) on ______________, _____ (the “Advance Date”) pursuant to the Amended and Restated Loan and Security Agreement among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.
Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and the Lenders. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or a Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) such Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, such Lender, and any governmental regulatory agency, and (ii) upon request of Lender, Borrower will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. to Hercules Technology Growth Capital, Inc.
Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Lender, and any governmental regulatory agency, and (ii) upon request of Lender, Borrower will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. to Hercules Technology Growth Capital, Inc. ANNEX A CONSOLIDATED ADJUSTED EBITDA ADJUSTMENTS 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov-10 Dec-10 Jan-11 Feb-11 Mar-11 Apr-11 Excess Comp $ 0.0 $ 0.0 $ 7.5 $ 250.0 $ 0.0 $ 0.0 $ 0.0 $ 1,220.0 $ 0.0 $ 0.0 $ 0.0 $ 118.6 $ 0.0 $ 0.0 $ 0.0 $ 0.0 $ 0.0 $ 0.0 $ 0.0 $ 0.0 $ 0.0 $ 0.0 $ 0.0 $ 0.0 Other Addbacks 87.4 28.5 340.3 32.8 39.8 324.1 22.6 99.3 6.7 1.4 2.7 103.2 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Daegis Addbacks (excl D&A) $ 87.4 $ 28.5 $ 347.8 $ 282.8 $ 39.8 $ 324.1 $ 22.6 $ 1,319.3 $ 6.7 $ 1.4 $ 2.7 $ 221.8 $ 0.0 $ 0.0 $ 0.0 $ 0.0 $ 0.0 $ 0.0 $ 0.0 $ 0.0 $ 0.0 $ 0.0 $ 0.0 $ 0.0 Stock Compensation Expense $ 37.4 $ 37.4 $ 78.5 $ 52.4 $ 52.2 $ 67.5 $ 45.9 $ 52.7 $ 49.3 $ 51.3 $ 51.3 $ 56.2 $ 83.3 $ 83.3 $ 83.3 $ 100.0 $ 100.0 $ 100.0 $ 108.3 $ 108.3 $ 108.3 $ 108.3 $ 108.3 $ 108.3 Acquisition Related Cost 0.0 0.0 660.0 0.0 0.0 779.9 0.0 0.0 20.0 0.0 0.0 37.3 0.0 2,160.40 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Unify Addbacks (excl D&A) $ 37.4 $ 37.4 $ 738.5 $ 52.4 $ 52.2 $ 847.4 $ 45.9 $ 52.7 $ 69.3 $ 51.3 $ 51.3 $ 93.5 $ 83.3 $ 2,243.7 $ 83.3 $ 100.0 $ 100.0 $ 100.0 $ 108.3 $ 108.3 $ 108.3 $ 108.3 $ 108.3 $ 108.3 Consolidated Rolling LTM Addback (excl ...
Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Side Letter Agreement, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or SLW Fund believes that there is a substantial risk of such assertion) that SLW Fund and its affiliates are not entitled to hold, or exercise any significant right with respect to, any Loans or securities issued to SLW Fund by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and SLW Fund. In the event of (i) a failure to comply with Borrower’s obligations under this Side Letter Agreement; or (ii) an assertion by any governmental regulatory agency (or SLW Fund believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Side Letter Agreement, then (i) SLW Fund and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, SLW Fund, and any governmental regulatory agency, and (ii) upon request of SLW Fund, Borrower will cooperate and assist with any assignment of the financing agreements from SLW Fund to any of SLW Fund’s affiliates.
Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender, and any governmental regulatory agency, and (ii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Capital, Inc. To: Agent: Date: __________, 2016 Hercules Capital, Inc. (the “Agent”) 4▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Email: l▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇