COPYRIGHT FILINGS. Concurrently, Borrower is executing and delivering to Silicon a Collateral Assignment, Patent Mortgage and Security Agreement between Borrower and Silicon (the "Intellectual Property Agreement"). Within 90 days after the date hereof, Borrower shall (i) cause all of its computer software, the licensing of which results in Receivables, to be registered with the United States Copyright Office, (ii) complete the Exhibits to the Intellectual Property Agreement with all of the information called for with respect to such software, (iii) cause the Intellectual Property Agreement to be recorded in the United States Copyright Office, and (iv) provide evidence of such recordation to Silicon. Borrower: Silicon: XXXXXXXX.XXX SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxxxx By /s/ Xxxxxxxxxxx Xxxx President or Vice President Title Vice President By /s/ Xxxxxx X. Xxxxxxx Secretary or Asst Secretary SILICON VALLEY BANK AMENDMENT TO LOAN DOCUMENTS BORROWER: XXXXXXXX.XXX ADDRESS: 0000 X. XXXXXX XXXXX XXXX XXXX, XXXXXXXXXX 00000 DATE: JANUARY 27, 2000 THIS AMENDMENT TO LOAN DOCUMENTS is entered into between SILICON VALLEY BANK (" Silicon") and the borrower named above (the "Borrower"), with reference to the various loan and security agreements and other documents, instruments and agreements between them, including but not limited to that certain Loan and Security Agreement dated March 26, 1999 (as amended, if at all, the "Existing Loan Agreement"; the Existing Loan Agreement and all related documents, instruments and agreements may be referred to collectively herein as the "Existing Loan Documents"). The Parties agree to amend the Existing Loan Documents, as follows:
Appears in 2 contracts
Samples: Standby Facility Agreement (Omnicell Inc /Ca/), Standby Facility Agreement (Omnicell Com /Ca/)
COPYRIGHT FILINGS. Concurrently, Borrower is executing has previously executed and delivering delivered to Silicon a that certain Collateral Assignment, Patent Mortgage and Security Agreement between Borrower and Silicon dated _________________ (the "Intellectual the"Intellectual Property Agreement"). Within 90 days after the date hereof, Borrower shall (i) cause all of its computer software, the licensing of which results in Receivables, unregistered software and other copyrightable assets to be registered filed for registration with the United States Copyright OfficeOffice (the "Copyrights'), (ii) complete the Exhibits to the Intellectual Property Agreement with all of the information called for with respect to such software, (iii) cause the Intellectual Property Agreement to be recorded amended to include such Copyrights and (iii) cause such amendment to filed in the United States Copyright Office, and (iv) provide evidence of such recordation to Silicon. Borrower: Silicon: XXXXXXXX.XXX AG ASSOCIATES SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxxxx By /s/ Xxxxxxxxxxx Xxxx By_______________________________ By________________________________ President or Vice President Title Vice President By /s/ Xxxxxx X. Xxxxxxx Title_____________________________ By_______________________________ Secretary or Asst Ass't Secretary -6- 42 -------------------------------------------------------------------------------- SILICON VALLEY BANK AMENDMENT TO LOAN DOCUMENTS CERTIFIED RESOLUTION AND INCUMBENCY CERTIFICATE (EXIM) BORROWER: XXXXXXXX.XXX ADDRESS: 0000 X. XXXXXX XXXXX XXXX XXXXAG ASSOCIATES, XXXXXXXXXX 00000 A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF CALIFORNIA DATE: JANUARY 27JUNE 23, 2000 THIS AMENDMENT TO LOAN DOCUMENTS 1998 I, the undersigned, Secretary or Assistant Secretary of the above-named borrower, a corporation organized under the laws of the state set forth above, do hereby certify that the following is entered into between SILICON VALLEY BANK a full, true and correct copy of resolutions duly and regularly adopted by the Board of Directors of said corporation as required by law, and by the by-laws of said corporation, and that said resolutions are still in full force and effect and have not been in any way modified, repealed, rescinded, amended or revoked. RESOLVED, that this corporation borrow from Silicon Valley Bank (" "Silicon") and the borrower named above (the "Borrower"), from time to time, such sum or sums of money as, in the judgment of the officer or officers hereinafter authorized hereby, this corporation may require. RESOLVED FURTHER, that any officer of this corporation be, and he or she is hereby authorized, directed and empowered, in the name of this corporation, to execute and deliver to Silicon, and Silicon is requested to accept, the loan agreements, security agreements, notes, financing statements, and other documents and instruments providing for such loans and evidencing and/or securing such loans, with reference interest thereon, and said authorized officers are authorized from time to the various time to execute renewals, extensions and/or amendments of said loan agreements, security agreements, and other documents and instruments. RESOLVED FURTHER, that said authorized officers be and they are hereby authorized, directed and empowered, as security for any and all indebtedness of this corporation to Silicon, whether arising pursuant to this resolution or otherwise, to grant, transfer, pledge, mortgage, assign, or otherwise hypothecate to Silicon, or deed in trust for its benefit, any property of any and every kind, belonging to this corporation, including, but not limited to, any and all real property, accounts, inventory, equipment, general intangibles, instruments, documents, chattel paper, notes, money, deposit accounts, furniture, fixtures, goods, and other property of every kind, and to execute and deliver to Silicon any and all grants, transfers, trust receipts, loan or credit agreements, pledge agreements, mortgages, deeds of trust, financing statements, security agreements and other documentshypothecation agreements, which said instruments and agreements between themthe note or notes and other instruments referred to in the preceding paragraph may contain such provisions, including but not limited to that certain Loan and Security Agreement dated March 26covenants, 1999 (as amended, if at all, the "Existing Loan Agreement"; the Existing Loan Agreement and all related documents, instruments recitals and agreements as Silicon may require and said authorized officers may approve, and the execution thereof by said authorized officers shall be referred conclusive evidence of such approval. RESOLVED FURTHER, that Silicon may conclusively rely upon a certified copy of these resolutions and a certificate of the Secretary or Ass't Secretary of this corporation as to collectively herein as the "Existing Loan Documents")officers of this corporation and their offices and signatures, and continue to conclusively rely on such certified copy of these resolutions and said certificate for all past, present and future transactions until written notice of any change hereto or thereto is given to Silicon by this corporation by certified mail, return receipt requested. The Parties agree to amend undersigned further hereby certifies that the Existing Loan Documents, following persons are the duly elected and acting officers of the corporation named above as follows:borrower and that the following are their actual signatures: NAMES OFFICE(S) ACTUAL SIGNATURES ----- --------- ----------------- ______________________________ _________________________________ x___________________________ ______________________________ _________________________________ x___________________________ ______________________________ _________________________________ x___________________________ ______________________________ _________________________________ x___________________________
Appears in 1 contract
COPYRIGHT FILINGS. Concurrently, Borrower is executing has previously executed and delivering delivered to Silicon a that certain Collateral Assignment, Patent Mortgage and Security Agreement between Borrower and Silicon dated October 23, 1995 (the "Intellectual Property Agreement"). Within 90 120 days after the date hereof, Borrower shall (i) cause all of its computer software, the licensing of which results in Receivables, unregistered software to be registered filed for registration with the United States Copyright OfficeOffice (the "Copyrights'), (ii) complete the Exhibits to the Intellectual Property Agreement with all of the information called for with respect to such software, (iii) cause the Intellectual Property Agreement to be recorded amended to include such Copyrights and (iii) cause such amendment to filed in the United States Copyright Office, and (iv) provide evidence of such recordation to Silicon. Borrower: Silicon: XXXXXXXX.XXX FOURTH SHIFT CORPORATION SILICON VALLEY BANK By BY /s/ Xxxxxx XXXXXX XXXXXX XXXXXXX BY /s/ XXXXXXXXXXX X. Xxxxxx By /s/ Xxxxxxxxxxx Xxxx XXXX -------------------------------- ------------------------------------ President or Vice President Title Vice President By ------------------------------ BY /s/ Xxxxxx XXXXX X. Xxxxxxx XXXXXX -------------------------------- Secretary or Asst Ass't Secretary [LOGO] SILICON VALLEY BANK AMENDMENT TO LOAN DOCUMENTS BORROWER: XXXXXXXX.XXX ADDRESS: 0000 X. XXXXXX XXXXX XXXX XXXX, XXXXXXXXXX 00000 FOURTH SHIFT CORPORATION DATE: JANUARY 27MARCH 2, 2000 1998 THIS AMENDMENT TO LOAN DOCUMENTS is entered into between SILICON VALLEY BANK (" "Silicon") and the borrower named above (the "Borrower"), with reference to the various loan and security agreements and other documents, instruments and agreements between them, including but not limited to that certain Loan and Security Agreement dated March 26November 6, 1999 1995 (as amended, if at allcollectively, the "Existing Loan Agreement"; the Existing Loan Agreement and all related documents, instruments and agreements may be referred to collectively herein as the "Existing Loan Documents"). The Parties agree to amend the Existing Loan Documents, as follows:
Appears in 1 contract
COPYRIGHT FILINGS. Concurrently, Borrower is executing has previously executed and delivering delivered to Silicon a that certain Collateral Assignment, Patent Mortgage and Security Agreement between Borrower and Silicon dated _________________ (the "Intellectual Property Agreement"). Within 90 days after the date hereof, Borrower shall (i) cause all of its computer software, the licensing of which results in Receivables, unregistered software and other copyrightable assets to be registered filed for registration with the United States Copyright OfficeOffice (the "Copyrights"), (ii) complete the Exhibits to the Intellectual Property Agreement with all of the information called for with respect to such software, (iii) cause the Intellectual Property Agreement to be recorded amended to include such Copyrights and (iii) cause such amendment to filed in the United States Copyright Office, and (iv) provide evidence of such recordation to Silicon. Borrower: Silicon: XXXXXXXX.XXX AG ASSOCIATES SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxxxx By /s/ Xxxxxxxxxxx Xxxx By_______________________________ By_______________________________ President or Vice President Title Vice President By /s/ Xxxxxx X. Xxxxxxx Title_____________________________ By_______________________________ Secretary or Asst Ass't Secretary -------------------------------------------------------------------------------- SILICON VALLEY BANK AMENDMENT TO LOAN DOCUMENTS CERTIFIED RESOLUTION AND INCUMBENCY CERTIFICATE BORROWER: XXXXXXXX.XXX ADDRESS: 0000 X. XXXXXX XXXXX XXXX XXXXAG ASSOCIATES, XXXXXXXXXX 00000 A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF CALIFORNIA DATE: JANUARY 27JUNE 23, 2000 THIS AMENDMENT TO LOAN DOCUMENTS 1998 I, the undersigned, Secretary or Assistant Secretary of the above-named borrower, a corporation organized under the laws of the state set forth above, do hereby certify that the following is entered into between SILICON VALLEY BANK a full, true and correct copy of resolutions duly and regularly adopted by the Board of Directors of said corporation as required by law, and by the by-laws of said corporation, and that said resolutions are still in full force and effect and have not been in any way modified, repealed, rescinded, amended or revoked. RESOLVED, that this corporation borrow from Silicon Valley Bank (" "Silicon") and the borrower named above (the "Borrower"), from time to time, such sum or sums of money as, in the judgment of the officer or officers hereinafter authorized hereby, this corporation may require. RESOLVED FURTHER, that any officer of this corporation be, and he or she is hereby authorized, directed and empowered, in the name of this corporation, to execute and deliver to Silicon, and Silicon is requested to accept, the loan agreements, security agreements, notes, financing statements, and other documents and instruments providing for such loans and evidencing and/or securing such loans, with reference interest thereon, and said authorized officers are authorized from time to the various time to execute renewals, extensions and/or amendments of said loan agreements, security agreements, and other documents and instruments. RESOLVED FURTHER, that said authorized officers be and they are hereby authorized, directed and empowered, as security for any and all indebtedness of this corporation to Silicon, whether arising pursuant to this resolution or otherwise, to grant, transfer, pledge, mortgage, assign, or otherwise hypothecate to Silicon, or deed in trust for its benefit, any property of any and every kind, belonging to this corporation, including, but not limited to, any and all real property, accounts, inventory, equipment, general intangibles, instruments, documents, chattel paper, notes, money, deposit accounts, furniture, fixtures, goods, and other property of every kind, and to execute and deliver to Silicon any and all grants, transfers, trust receipts, loan or credit agreements, pledge agreements, mortgages, deeds of trust, financing statements, security agreements and other documentshypothecation agreements, which said instruments and the note or notes and other instruments referred to in the preceding paragraph may contain such provisions, covenants, recitals and agreements between themas Silicon may require and said authorized officers may approve, including and the execution thereof by said authorized officers shall be conclusive evidence of such approval. RESOLVED FURTHER, that Silicon may conclusively rely upon a certified copy of these resolutions and a certificate of the Secretary or Ass't Secretary of this corporation as to the officers of this corporation and their offices and signatures, and continue to conclusively rely on such certified copy of these resolutions and said certificate for all past, present and future transactions until written notice of any change hereto or thereto is given to Silicon by this corporation by certified mail, return receipt requested. FOREIGN EXCHANGE CONTRACTS RESOLVED, that this corporation enter into contracts for the purchase and/or sale of foreign exchange, on either a spot or forward basis, with Silicon, from time to time, and in such amounts as, in the judgment of the officer or officers hereinafter authorized hereby, this corporation may require. RESOLVED FURTHER, that any officer of this corporation be, and he or she is hereby authorized, directed and empowered, in the name of this corporation, to execute and deliver to Silicon, and Silicon is requested to accept, the documents and instruments evidencing the contracts of this corporation with Silicon for the purchase or sale of foreign exchange, and said authorized officers are authorized from time to time to execute renewals, extensions and/or amendments of said documents and instruments and all other related agreements. -1- 21 SILICON VALLEY BANK CERTIFIED RESOLUTION AND INCUMBENCY CERTIFICATE -------------------------------------------------------------------------------- RESOLVED FURTHER, that said authorized officers be and they are hereby authorized, directed and empowered, as security for any and all of such obligations regarding the foreign exchange contracts of this corporation to Silicon, whether arising pursuant to this resolution or otherwise, to grant, transfer, pledge, mortgage, assign, or otherwise hypothecate to Silicon, or deed in trust for its benefit, any property of any and every kind, belonging to this corporation, including, but not limited to that certain Loan and Security Agreement dated March 26to, 1999 (as amendedmargin, if at allsecurities, the "Existing Loan Agreement"; the Existing Loan Agreement any and all related real property, accounts, inventory, equipment, general intangibles, instruments, documents, chattel paper, notes, money, deposit accounts, furniture, fixtures, goods, and other property of every kind, and to execute and deliver to Silicon any and all grants, transfers, trust receipts, loan or credit agreements, pledge agreements, mortgages, deeds of trust, financing statements, security agreements and other hypothecation agreements, which said instruments and agreements may be the other documents and instruments referred to collectively herein in the preceding paragraph may contain such provisions, covenants, recitals and agreements as Silicon may require and said authorized officers may approve, and the "Existing Loan Documents")execution thereof by said authorized officers shall be conclusive evidence of such approval. The Parties agree to amend undersigned further hereby certifies that the Existing Loan Documents, following persons are the duly elected and acting officers of the corporation named above as follows:borrower and that the following are their actual signatures: NAMES OFFICE(S) ACTUAL SIGNATURES ______________________________ _________________________________ X___________________________ ______________________________ _________________________________ X___________________________ ______________________________ _________________________________ X___________________________ ______________________________ _________________________________ X___________________________
Appears in 1 contract
