COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONS, INC. The undersigned authorized officer of Acacia Communications, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”): (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 3 contracts
Samples: Loan and Security Agreement (Acacia Communications, Inc.), Loan and Security Agreement (Acacia Communications, Inc.), Loan and Security Agreement (Acacia Communications, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. [The remainder of this page is intentionally left blank.] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxx Xxxxx By: /s/ Xxxxxxx X. Xxxx Xxxxxx Name: Xxxx Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxx Xxxxxx Title: President and CEO CFO Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONS, INC. The undersigned authorized officer of Acacia Communications, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
(1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** AQR 1.25:1.0 $ :1.0 Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 3 contracts
Samples: Loan and Security Agreement (Acacia Communications, Inc.), Loan and Security Agreement (Acacia Communications, Inc.), Loan and Security Agreement (Acacia Communications, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank.
15. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxxxxx X. Day By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Day Name: Title: President and CEO Chief Executive Officer Title:
16. This Loan Modification Agreement is executed as of the date first written above. By: By: /s/ A. Xxxxxx Xxxx Name: Name: A. Xxxxxx Xxxx Title: Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSTREMOR VIDEO, INC. The undersigned authorized officer of Acacia CommunicationsTremor Video, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”):
), (1) Borrower is in complete compliance for the period ending _____________ with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 5.8 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents as appropriate supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 2 contracts
Samples: Loan and Security Agreement (Tremor Video Inc.), Loan and Security Agreement (Tremor Video Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxx XxXxxxxxx By: /s/ Xxxxxxx X. Xxxxx Xxxxx Name: Xxx Xxxxxxxxxxx Xxxx XxXxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxx Title: President and & CEO Title: Vice President Relation Manager The 2007 Collateral consists of all right, title and interest of Borrower in and to all Equipment financed by Bank, including the following: and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONST2 BIOSYSTEMS, INC. The undersigned authorized officer of Acacia CommunicationsT2 BIOSYSTEMS, Inc. INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 5.8 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 Board approved projections FYE within 45 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificateexceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: By: Date: Name: Title: Verified: Date: Compliance Status: Yes No
Appears in 2 contracts
Samples: Loan and Security Agreement (T2 Biosystems, Inc.), Loan and Security Agreement (T2 Biosystems, Inc.)
COUNTERSIGNATURE. This Loan and Security Modification Agreement shall become effective only when it shall have been executed by Borrower Bank and BankBorrower. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. an Arizona corporation By: /s/Mxxx Xxxxxx By: /s/ Xxx Xxxxxxxxxxx Exxxxxxxx Xxxxxxx Name: Mxxx Xxxxxx Name: Exxxxxxxx Xxxxxxx Title: General Counsel Title: AVP Relationship Manager By: /s/ Xxxxxxx X. Bxxxx Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Bxxxx Xxxxx Title: President and CEO Title: Vice President President/COO TO: SILICON VALLEY WESTERN ALLIANCE BANK Date: FROM: ACACIA COMMUNICATIONSWINC, INC. and BWSC, LLC The undersigned authorized officer of Acacia CommunicationsWINC, Inc. (“Borrower”) INC. and/or BWSC, LLC hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bankdate hereof. Attached herewith are the required documents supporting the above certification. The undersigned Officer further certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, A/R & A/P Agings Monthly within 30 days Yes No Deferred Revenue Report Monthly within 30 days Yes No Borrowing Base Certificate (part 1 and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. part 2) Monthly within 30 days Yes No Monthly financial statements with Monthly within 30 days Yes No Compliance Certificate Monthly within 30 days Yes No Annual financial statement statements (CPA Audited) FYE Annually within 180 days Yes No 10-QAnnual operating budget, 10-K sales projections and 8-K Within 5 operating plans approved by board of directors Annually no later than 30 days after filing with SEC following the beginning of each fiscal year Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually A/R Audit Initial and Annual Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * Deposit balances with Bank $ Yes No Minimum Net Income ** ___________________ Deposit balance outside Bank $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate._________________
Appears in 2 contracts
Samples: Loan and Security Agreement (Winc, Inc.), Loan and Security Agreement (Winc, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. Portions of this Exhibit, indicated by the mxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Jxxxx Xxxxxxxxx Name: Jxxxx Xxxxxxxxx Title: SVP & CFO, Treasurer and Corporate Secretary By: /s/ Xxxxxxx X. Xxxxx A. Bxxxxx Xxxx Arrante Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO A. Bxxxxx Xxxx Arrante Title: Vice President Portions of this Exhibit, indicated by the mxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONS, INC. CHYRON CORPORATION The undersigned authorized officer of Acacia Communications, Inc. CHYRON CORPORATION (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 90 days Yes No 10-Q, 10-K Transaction Reports Monthly within 30 days and 8-K Within 5 with each request for an Advance Yes No A/R & A/P Agings Monthly within 20 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approvalprojections FYE within 60 days, but at least annually and contemporaneously with any updates or changes thereto Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income Portions of this Exhibit, indicated by the mxxx “[** $ Yes No * As set forth in Section 6.11(a) **],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Agreement. ** As set forth in Section 6.11(b) Securities Exchange Act of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate 1934, as of the date of this Certificateamended.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower Borrower, Agent and BankLenders. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Xxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Name: Xxxx Xxxxxxxxx Title: President and CEO CFO Title: Vice President SVP By: GOLD HILL VENTURE LENDING PARTNERS 03, LLC, its General Partner By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Manager TO: SILICON VALLEY BANK Date: BANK, AS AGENT FROM: ACACIA COMMUNICATIONSA123 SYSTEMS, INC. The undersigned authorized officer of Acacia CommunicationsA123 Systems, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower Borrower, Lenders, and Bank Agent (the “Agreement”):
), (1i) Borrower is in complete compliance for the period ending with all required covenants except as noted below; below and (2ii) there are no Events of Default; (3) , and all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned Officer certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes Please indicate compliance status by circling Yes/No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificateunder “Complies” column.
Appears in 1 contract
Samples: Term Loan and Security Agreement (A123 Systems, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. NMS COMMUNICATIONS CORPORATION, SILICON VALLEY BANK, doing business as By: /s/ Xxx Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO Title: Vice President By: Name: Title: (signed in Santa Cxxxx County, California) TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONS, INC. NATURAL MICROSYSTEMS CORPORATION The undersigned authorized officer of Acacia Communications, Inc. (“Borrower”) NATURAL MICROSYSTEMS CORPORATION hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1i) Borrower is in complete compliance for the period ending with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bankdate hereof. Attached herewith are the required documents supporting the above certification. The undersigned Officer further certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned Officer expressly acknowledges that no borrowings may be requested by the Borrower at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that such compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them Financial Statements & CC Quarterly w/in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 5 days of filing w/ SEC Yes No Annual financial statement (CPA Audited) FYE within 180 Annually w/in 5 days of filing w/ SEC Yes No 10-QK, 10-K 10Q and 8-K Within 5 days after of filing with w/ SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually BBC & A/R Agings Quarterly w/in 15 days (when borrowing) and with each Advance request Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Revised Budget or Forecast Within 30 days of approval by Management Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.No
Appears in 1 contract
Samples: Loan Modification Agreement (NMS Communications Corp)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx By Name: Xxx Xxxxxxxxxxx Title: By Name: Xxxxxxx X. Xxxxx Title: President and CEO By Name: Title: Vice President By Name: Title: TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSICAD, INC., XOFT, INC. and XOFT SOLUTIONS, LLC The undersigned authorized officer of Acacia CommunicationsICAD, Inc. INC., XOFT INC. and XOFT SOLUTIONS, LLC (individually and collectively, jointly and severally, “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any Borrower, and each of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement Form 10-Q Quarterly within 45 days (CPA Auditedfor first 3 quarters of a fiscal year) FYE Yes No Form 10-K Annually within 180 90 days of the last quarter of a fiscal year Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC (if not previously delivered) Yes No Board-A/R & A/P Agings, Deferred Revenue report and Account Debtor listing Monthly within 30 days Yes No Borrowing Base Reports Monthly within 30 days Yes No Board approved Projections First Business Day Within the earlier of month following 30 days of (i) Board approvalapproval or (ii) fiscal year end, but at least annually together with any period updates Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: CONTROL4 CORPORATION SILICON VALLEY BANK By: /s/ Xxx Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO Title: Vice President Schedule 1 EXHIBIT E COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONS, INC. CONTROL4 CORPORATION The undersigned authorized officer of Acacia Communications, Inc. CONTROL4 CORPORATION (“Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”):
(1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Quarterly financial statements with Quarterly within 45 days Yes No Compliance Certificate Monthly Quarterly within 30 45 days Yes No Annual financial statement (CPA Audited) FYE within 180 90 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually projections Within 30 days prior to FYE Yes No Financial Covenants Required Actual Complies Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA quarterly) Leverage Ratio :1.0 * :1.0 Yes No Liquidity $ 15,000,000 $ Yes No Minimum Net Income ** $ Interest Coverage Ratio 2.0:1.0 :1.0 Yes No * As *as set forth in Section 6.11(a6.7(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. Performance Pricing LIBOR Advance Primate Rate Advance Applies Leverage Ratio > 2.0:1.0 at any time during such period LIBOR Rate plus 2.75% Prime Rate plus 0.25% Yes No Leverage Ratio < 2.0:1.0 at all times during such period LIBOR Rate plus 2.50% Prime Rate plus 0.0% Yes No The following financial covenant analysis analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. Other Matters Have there been any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Certificate. Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) CONTROL4 CORPORATION BANK USE ONLY Received by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No Schedule 1 to Compliance Certificate Financial Covenants of Borrower In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern. Dated: _______________
I. Leverage Ratio (Section 6.7(a)) Required: To be tested as of the last day of each quarter, a Leverage Ratio not to exceed (i) 3.0:1.0 for the quarters ending March 31, 2018, June 30, 2018 and September 30, 2018, (ii) 2.75:1.0 for the quarters ending December 31, 2018, March 31, 2019 and June 30, 2019, and (iii) 2.50:1.0 for the quarter ending September 30, 2019 and each quarter thereafter.
A. Aggregate value of outstanding Obligations of Borrower to Bank as of the last day of such twelve (12) month period $
B. Adjusted EBITDA (during subject twelve (12) month period) $
C. Leverage Ratio (line A divided by line B) ________ No, not in compliance Yes, in compliance
II. Liquidity (Section 6.7(b)) Required: To be tested as of the last day of each quarter, (i) unrestricted and unencumbered cash and Cash Equivalents in accounts with Bank or Bank’s Affiliates, plus (ii) without duplication of (i), amounts held in securities/investment accounts with Bank’s Affiliates that are subject to a Control Agreement, plus (iii) the unused Availability Amount on the 2016 Revolving Line, in an amount of at least Fifteen Million Dollars ($15,000,000.00). Actual: $
A. Aggregate value of Borrower’s unrestricted and unencumbered cash and Cash Equivalents in accounts with Bank or Bank’s Affiliates $
B. Without duplication, amounts held in securities/investment accounts with Bank’s Affiliates that are subject to a Control Agreement $
C. Unused Availability Amount on the 2016 Revolving Line $
D. Sum of Line A plus Line B plus Line C $ Is line D equal to or greater than $15,000,000.00? No, not in compliance Yes, in compliance
III. Interest Coverage Ratio (Section 6.7(c)) Required: To be tested as of the last day of each quarter, an Interest Coverage Ratio of at least 2.0:1.0. Actual: :1.0
A. Adjusted EBITDA (during subject twelve (12) month period) $
B. Unfunded capital expenditures (during subject twelve (12) month period) $
C. Cash taxes (during subject twelve (12) month period) $
D. Line A minus Line B minus Line C $
E. Actual interest payments on all outstanding Indebtedness of Borrower (during subject twelve (12) month period) $
F. Interest Coverage Ratio (line D divided by line E) _______
Appears in 1 contract
Samples: Loan Modification Agreement
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxx Xxxxx Name: Xxx Xxxxxxxxxxx Xxxx Xxxxxxx Name: Xxxxxxx X. Xxxx Xxxxx Title: President Chief Accounting Officer and CEO Assistant Secretary Title: Vice President VP TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSJIVE SOFTWARE, INC. The undersigned authorized officer of Acacia CommunicationsJIVE SOFTWARE, Inc. INC. (“Borrower”) certifies that under the terms and conditions of the Second Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”):
(1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; (2) there are no Events of DefaultDefault except as noted below; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has have timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 5.8 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these the attached financial statements are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO Title: Vice President By: Name: Title: By: Name: Title: By: Name: Title: The undersigned, TRUSTWAVE LIMITED, a company registered in England & Wales, ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Deed of Guarantee in favor of Bank dated September 25, 2008 (the “Guarantee”) and acknowledges, confirms and agrees that the Guarantee shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection therewith. By: Name: Title: The undersigned, TRUSTWAVE HOLDINGS LIMITED, a company registered in England & Wales, ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Deed of Guarantee in favor of Bank dated November 27, 2007 (the “Guarantee”) and acknowledges, confirms and agrees that the Guarantee shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection therewith. By: Name: Title: TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSTRUSTWAVE HOLDINGS, INC. TW MIRAGE NETWORKS, INC. TRUSTWAVE INTERMEDIATE, INC. TW VERICEPT CORPORATION The undersigned authorized officer officers of Acacia CommunicationsTRUSTWAVE HOLDINGS, Inc. INC., TW MIRAGE NETWORKS, INC., TRUSTWAVE INTERMEDIATE, INC. and TW VERICEPT CORPORATION (individually and collectively, jointly and severally, the “Borrower”) certifies certify that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 5.8 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies certify that these are prepared in accordance with generally GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges acknowledge that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly consolidated and consolidating financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 150 days** Yes No Board Approved Projections Annually, within 30 days after year end Yes No Borrowing Base Certificate (together with A/R & A/P Agings, and deferred revenue report) Monthly within 30 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Audit Annually Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.No
Appears in 1 contract
Samples: Loan Modification Agreement (Trustwave Holdings, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: By: /s/ Xxx Xxxxxxxxxxx Jxxxx Xxxxxxxxx Name: Jxxxx Xxxxxxxxx Title: SVP & CFO, Treasurer and Corporate Secretary BANK: By: /s/ Xxxxxxx X. Xxxxx A. Bxxxxx Xxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO A. Bxxxxx Xxxx Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONS, INC. CHYRON CORPORATION The undersigned authorized officer of Acacia Communications, Inc. CHYRON CORPORATION (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 90 days Yes No 10-Q, 10-K and 8-K Within 5 Borrowing Base Certificate (with A/R & A/P Agings) Monthly within 30 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times times: Adjusted Quick Ratio (to be tested monthly on a consolidated basis): Minimum EBITDA * $ the last day of each month) 1.20:1.0 ____:1.0 Yes No Minimum Tangible Net Income *Worth (to be tested on the last day of each quarter) $* $ $________ Yes No * *As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b6.7(b) of the Agreement. The following financial covenant analysis analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- CHYRON CORPORATION By: Name: Title: BANK USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ________________________ authorized signer Date: _________________________ Compliance Status: Yes No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: EVP and General Counsel By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: EVP and General Counsel By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: President By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx XxXxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO XxXxxxx Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONS, INC. The undersigned authorized officer of Acacia CommunicationsEVERYDAY HEALTH, Inc. INC., EVERYDAY HEALTH MEDIA, LLC and MEDPAGE TODAY, L.L.C. (jointly and severally, individually and collectively, “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between among Borrower and Bank (as amended, the “Agreement”):
(1) Borrower is in complete compliance for the period ending _____________ with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No Unbilled Revenue Reports 15th and last days of each month Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. N/A The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of Intellectual Property was registered (or a registration application submitted) after the date of this Certificate.Fourth LMA Effective Date (if no registrations, state “None”)
Appears in 1 contract
Samples: Loan Modification Agreement (Everyday Health, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: By: /s/ Xxx Xxxxxxxxxxx XXXXXX X. XXXXXX By: /s/ Xxxxxxx X. Xxxxx XXXXXXX XXXX Name: Xxx Xxxxxxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx Xxxx Title: President and CEO Title: Vice President Relationship Manager The undersigned, PHASE FORWARD SECURITIES CORPORATION, ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unlimited Guaranty dated May 3, 1999 (the “Guaranty”) and acknowledges, confirms and agrees that the Guaranty shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith. By: /s/ XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Treasurer TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONS, INC. PHASE FORWARD INCORPORATED The undersigned authorized officer of Acacia Communications, Inc. (“Borrower”) PHASE FORWARD INCORPORATED certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned Officer certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial Financial statements with Compliance Certificate Monthly CC Quarterly within 30 days 45 days* Yes No Annual financial statement (CPA Audited) FYE within 180 120 days Yes No 10-Q, 10-K and 8-K (or electronic notice to links thereto) Within 5 days after filing with SEC Yes No Board-approved Annual Projections First Business Day Later of: 45 days of month following prior FYE and 5 days after Board approval, but at least annually of Director approval Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following January 2004 and February 2004 financial covenant analysis statements and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificatecompliance certificate due April 15, 2004.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. ByBORROWER: By /s/ Xxx Xxxxxxxxxxx By: /s/ Xxxxx Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Xxxxx Xxxxxxx Title: CFO By /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx X. Xxxxx Title: President and CEO Treasurer BANK: By /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President Relationship Manager TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSWORLD ENERGY SOLUTIONS, INC. AND WORLD ENERGY SECURITIES CORP. The undersigned authorized officer officers of Acacia CommunicationsWorld Energy Solutions, Inc. Inc., and World Energy Securities Corp. (individually and collectively, jointly and severally, “Borrower”) certifies ), solely in their capacities as officers of their respective entities, certify that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies solely in their capacities as officers of their respective entities, certify that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges solely in their capacities as officers of their respective entities, acknowledge that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE + XX XXX within 180 90 days Yes No 10-QA/R & A/P Agings, 10-K Deferred Revenue report, and 8-K Within 5 schedule of expected collections Monthly within 20 days after filing with SEC when there are outstanding Credit Extensions under the Revolving Line Yes No Borrowing Base Certificate Monthly within 20 Days during Streamline Period Yes No Transaction Report Weekly when not Streamline Period when there are outstanding Credit Extensions under the Revolving Line and upon each request for a Credit Extension under the Revolving Line Yes No Board-approved Projections First Business Day projections Within 30 days of month following Board approval, but at least annually approval Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * Cash and Availability $ 3,000,000 $ Yes No Minimum Net Income ** $ Fixed Charge Coverage Ratio 1.25:1.00 :1.00 Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) WORLD ENERGY SOLUTIONS, INC. BANK USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: WORLD ENERGY SECURITIES CORP. Verified: By: Date: Name: Title: Compliance Status: Yes No Dated:
I. Minimum Cash and Availability (Section 6.9(a)) Required: Minimum Cash and Availability Commencing on the Fourth Loan Modification Effective Date and at all times thereafter, maintain unrestricted cash of Borrower at Bank plus unused Availability Amount of not less than Three Million Dollars ($3,000,000); Actual:
A. Aggregate value of the unrestricted cash of Borrower at Bank $
B. Unused Availability Amount $
C. Total (line A plus line B) $ Is line C equal to or greater than $3,000,000? No, not in compliance Yes, in compliance
Appears in 1 contract
Samples: Loan Modification Agreement (World Energy Solutions, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: By /s/ Xxx Xxxxxxxxxxx Xxxxxxx Name: Xxx Xxxxxxx Title: VP By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Xxxxxxx Xxxxx Title: CEO By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President CEO TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSICAD, INC., XOFT, INC. and XOFT SOLUTIONS, LLC The undersigned authorized officer of Acacia CommunicationsICAD, Inc. INC., XOFT INC. and XOFT SOLUTIONS, LLC (individually and collectively, jointly and severally, “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any Borrower, and each of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement Form 10-Q Quarterly within 45 days (CPA Auditedfor first 3 quarters of a fiscal year) FYE Yes No Form 10-K Annually within 180 90 days of the last quarter of a fiscal year Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC (if not previously delivered) Yes No Board-A/R & A/P Agings, Deferred Revenue report and Account Debtor listing Monthly within 30 days Yes No Borrowing Base Reports (i) with each request for an Advance and (ii) monthly within 30 days Yes No Board approved Projections First Business Day Within the earlier of month following 30 days of (i) Board approvalapproval or (ii) fiscal year end, but at least annually together with any period updates Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. ByBORROWER: By /s/ Xxx Xxxxxxxxxxx By: /s/ Xxxxx Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Xxxxx Xxxxxxx Title: Chief Financial Officer By /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx X. Xxxxx Title: President and CEO Chief Financial Officer BANK: By /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President Relationship Manager TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSSILICONVALLEY BANK WORLDENERGY SOLUTIONS, INC. ANDWORLD ENERGY SECURITIES CORP. Date: The undersigned authorized officer officers of Acacia CommunicationsWorld Energy Solutions, Inc. Inc., and World Energy Securities Corp. (individually and collectively, jointly and severally, “Borrower”) certifies ), solely in their capacities as officers of their respective entities, certify that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies solely in their capacities as officers of their respective entities, certify that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges solely in their capacities as officers of their respective entities, acknowledge that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE + XX XXX within 180 90 days Yes No 10-QA/R & A/P Agings, 10-K Deferred Revenue report, and 8-K Within 5 schedule of expected collections Monthly within 20 days after filing with SEC when there are outstanding Credit Extensions under the Revolving Line Yes No Borrowing Base Certificate Monthly within 20 Days during Streamline Period Yes No Transaction Report Weekly when not Streamline Period when there are outstanding Credit Extensions under the Revolving Line and upon each request for a Credit Extension under the Revolving Line Yes No Board-approved Projections First Business Day projections Within 30 days of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ approval Yes No Minimum Net Income ** Cash and Availability $ 1,250,000 $ ________ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. Minimum Fixed Charge Coverage Ratio 1.25:1.00 _____:1.00 Yes No The following financial covenant analysis analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) WORLD ENERGY SOLUTIONS, INC. BANK USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: WORLD ENERGY SECURITIES CORP. Verified: By: Date: Name: Title: Compliance Status: Yes No Dated:
I. Minimum Cash and Availability (Section 6.9(a)) Required: Minimum Cash and Availability Commencing February 28, 2012 and at all times thereafter, maintain unrestricted cash of Borrower at Bank plus unused Availability Amount of not less than One Million Two Hundred Fifty Thousand Dollars ($1,250,000); Actual:
A. Aggregate value of the unrestricted cash of Borrower at Bank $
B. Unused Availability Amount $
C. Total (line A plus line B) $ Is line C equal to or greater than $1,250,000? No, not in compliance Yes, in compliance
Appears in 1 contract
Samples: Loan Modification Agreement (World Energy Solutions, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth State of Massachusetts Illinois as of the date first written aboveFirst Loan Modification Effective Date. By: /s/ Xxx Xxxxxxxxxxx By: /s/ Xxxxxxx Xxxxx X. Xxxxx McAreavey__________________ By:/s/ Xxxx Glick_______________________ Name: Xxx Xxxxxxxxxxx Xxxxx X. McAreavey__________________ Name: Xxxxxxx X. Xxxxx Xxxx Glick_______________________ Title: President and CEO Senior Vice President, Chief Financial Officer_ Title: Vice President Relationship Manager________________ TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSWIRELESS RONIN TECHNOLOGIES, INC. INC The undersigned authorized officer of Acacia CommunicationsWireless Ronin Technologies, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE + XX XXX within 180 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approvalA/R & A/P Agings, but at least annually Inventory reports, Deferred Revenue reports and general ledger Weekly (Monthly within 15 days during a Streamline Period) Yes No Maintain at all times Transaction Reports Weekly (tested monthly on Monthly within 15 days during a consolidated basis): Minimum EBITDA * $ Streamline Period) and with each request for a Credit Extension Yes No Minimum Net Income ** $ Projections 30 days prior to FYE, and as amended Yes No * As set forth in Section 6.11(aThe following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. ____________________________________________________________________________ The following financial covenant analysis analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Wireless Ronin Technologies, Inc. By: Name: Title: BANK USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ________________________ authorized signer Date: _________________________ Compliance Status: Yes No
Appears in 1 contract
Samples: Loan Modification Agreement (Wireless Ronin Technologies Inc)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxxxxx X. Xxxxx By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxx X. Xxxxx Title: President Chief Financial and CEO Business Officer Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSELEVEN BIOTHERAPEUTICS, INC. The undersigned authorized officer of Acacia CommunicationsELEVEN BIOTHERAPEUTICS, Inc. INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
(1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions in an amount in excess of Twenty-Five Thousand Dollars ($25,000.00) owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 5.8 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
Samples: Loan Modification Agreement (Eleven Biotherapeutics, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. ByBORROWER: /s/ Xxx Xxxxxxxxxxx By: NMT MEDICAL, INC. By /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Xxxxxxx X. Xxxxx Title: Chief Operating Officer NMT HEART, INC. By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO BANK: SILICON VALLEY BANK By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSNMT MEDICAL, INC. AND NMT HEART, INC. The undersigned authorized officer of Acacia CommunicationsNMT Medical, Inc. and NMT Heart, Inc. (collectively, jointly and severally, the “Borrower”) certifies certifies, in such capacity, that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned Responsible Officer in such capacity certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned Responsible Officer in such capacity acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE + XX XXX within 180 150 days Yes No 10-QA/R & A/P Agings (including EXIM), 10-K Deferred Revenue report and 8-K Within 5 Inventory report Monthly within 15 days after filing with SEC Yes No Board-approved Projections First Transaction Reports Weekly, on the last Business Day of month following Board approvaleach week (monthly, but at least annually within 30 days when no outstanding Credit Extensions) and with each request for a Credit Extension Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Projections 30 days prior to FYE and as amended, in each case as approved by Borrower’s board of directors Yes No Minimum Net Income *The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) * $ Yes No * As set forth in See Section 6.11(a6.9(b) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) NMT Medical, Inc. BANK USE ONLY NMT Heart, Inc. Received by: By: Date: Name: Title: Verified: Date: Compliance Status: Yes No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSSVB ØSilicon Valley Bank I, INC. The undersigned an authorized officer of Acacia Communications, Inc. PLUG POWER INC. (“"Borrower”") certifies that certify under the terms and conditions of the Loan and Security Agreement (as amended, the "Agreement") between Borrower and Silicon Valley Bank (the “Agreement”):
(1"Bank") Borrower is in complete compliance as follows for the period ending with _____________ (all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized capitalized terms used but not otherwise defined herein shall have the meanings given them meaning set forth in the Agreement. Monthly financial statements ): Each Financed Receivable is an Eligible Account; Borrower is the owner with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Qlegal right to sell, 10-K transfer, assign and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at encumber such Financed Receivable; The correct amount is on the Invoice Transmittal and is not disputed; Payment is not contingent on any obligation or contract and Borrower has fulfilled all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate its obligations as of the date Invoice Transmittal date; Each Financed Receivable is based on an actual sale and delivery of this Certificategoods and/or services rendered, is due to Borrower, is not in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; Bank has the right to endorse and/or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank in connection with the Loan Documents contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading in light of the circumstances in which it was made.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxxxx X. Xxxxx By: /s/ Xxxxxxx Xxxxxx Xxxxx Name: Xxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Xxxxxx Xxxxx Title: Chief Operating Officer and Chief Financial Officer Title: Vice President The undersigned, SOUNDBITE COMMUNICATIONS SECURITIES CORPORATION, a Massachusetts corporation (“Guarantor”) hereby: (a) ratifies, confirms and reaffirms, all and singular, the terms and conditions of (i) a certain Unconditional Guaranty of the obligations of Borrower to Bank dated as of November 2, 2009 (as amended, the “Guaranty”), and (ii) a certain Security Agreement by Guarantor in favor of Bank dated as of November 2, 2009 (as amended, the “Security Agreement” ); (b) acknowledges, confirms and agrees that the Guaranty and Security Agreement shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (c) acknowledges, confirms and agrees that the obligations of Borrower to Bank under the Guaranty include, without limitation, all Obligations of Borrower to Bank under the Loan Agreement, as amended by this Loan Modification Agreement. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Title: President Chief Operating Officer and CEO Title: Vice President Chief Financial Officer TO: SILICON VALLEY BANK Date: FROM: ACACIA SOUNDBITE COMMUNICATIONS, INC. The undersigned authorized officer of Acacia SoundBite Communications, Inc. (“Borrower”) certifies in such capacity that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
Samples: Loan Modification Agreement (Soundbite Communications Inc)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxxx X. Xxxxx Title: President and CEO Title: Vice President Relationship Manager TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSELEVEN BIOTHERAPEUTICS, INC. The undersigned authorized officer of Acacia CommunicationsELEVEN BIOTHERAPEUTICS, Inc. INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
(1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed owed’ by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 5.8 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
Samples: Loan and Security Agreement (Eleven Biotherapeutics, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxx X. Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx Xxxxx Name: Xxx Xxxx X. Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxx Title: President and CEO Chief Financial Officer Title: Vice President Director TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSAEGERION PHARMACEUTICALS, INC. The undersigned authorized officer of Acacia CommunicationsAEGERION PHARMACEUTICALS, Inc. INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
(1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 5.8 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly Quarterly financial statements with Compliance Certificate Quarterly within 40 days Quarterly within 40 days; Monthly within 30 days Yes No Yes No Monthly Cash Reports/Cash Burn Certificate Monthly within 15 days Annual financial statement (CPA Audited) FYE within 180 150 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approvalA/P and A/R Agings, but at least annually Inventory reports, and Borrowing Base Certificate Monthly within 30 days Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Board Approved Projections FYE within 45 days Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.No
Appears in 1 contract
Samples: Loan Modification Agreement (Aegerion Pharmaceuticals, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: EVP and General Counsel By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: EVP and General Counsel By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: President By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx XxXxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO XxXxxxx Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONS, INC. The undersigned authorized officer of Acacia CommunicationsEVERYDAY HEALTH, Inc. INC., EVERYDAY HEALTH MEDIA, LLC and MEDPAGE TODAY, L.L.C. (jointly and severally, individually and collectively, “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between among Borrower and Bank (as amended, the “Agreement”):
(1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No Unbilled Revenue Reports 15th and last days of each month Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. N/A The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of Intellectual Property was registered (or a registration application submitted) after the date of this Certificate.Fourth LMA Effective Date (if no registrations, state “None”)
Appears in 1 contract
Samples: Loan Modification Agreement (Everyday Health, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxxxxx Xxxxxxx By: /s/ Xxxxxxx X. Will Xxxxx Name: Xxx Xxxxxxxxxxx Xxxxxxx Xxxxxxx Name: Xxxxxxx X. Will Xxxxx Title: President and CEO Chief Executive Officer Title: Vice President The undersigned, APPIAN EUROPE LIMITED, ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Charge over Account dated as of March 13, 2015, as amended by a certain Deed of Confirmation of Charge Over Account (as amended, the “Charge over Account”) and acknowledges, confirms and agrees that the Charge over Account shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: CFO TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONS, INC. APPIAN CORPORATION The undersigned authorized officer of Acacia Communications, Inc. APPIAN CORPORATION (“Borrower”) certifies that under the terms and conditions of the Second Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Senior Loan Agreement”):
) and the Subordinated Loan and Security Agreement between Borrower and Bank (the “Subordinated Loan Agreement”) (the Senior Loan Agreement and the Subordinated Loan Agreement are, collectively, the “Agreement”), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, Borrower has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Senior Loan Agreement or Section 5.8 of the Subordinated Loan Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Borrower, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these such documents are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSJIVE SOFTWARE, INC. The undersigned authorized officer of Acacia CommunicationsJive Software, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 150 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Borrowing Base Certificate A/R & A/P Agings with Deferred Revenue report Monthly within 30 days Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Quarterly consolidating financial statements Quarterly within 30 days Yes No Minimum Net Income Liquidity Ratio (tested monthly) :1.0* :1.0 Yes No Adjusted EBITDA (tested quarterly) $ ** $ Yes No * As set forth in See Section 6.11(a6.7(a) of the Agreement. ** As set forth in See Section 6.11(b6.7(b) of the Agreement. Minimum Adjusted Quick Ratio 2.0:1.0 :1.0 Yes No The following financial covenant analysis analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) Jive Software, Inc. BANK USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: Verified: Date: Compliance Status: Yes No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Pxxxx X. XxXxxx By: /s/ Xxxxxxx X. Cxxxx Xxxxx Name: Xxx Xxxxxxxxxxx Pxxxx X. XxXxxx Name: Xxxxxxx X. Cxxxx Xxxxx Title: President and CEO VP, Finance Title: Vice President Relationship Manager By: /s/ Pxxxx X. XxXxxx Name: Pxxxx X. XxXxxx Title: VP & Treasurer By: /s/ Pxxxx X. XxXxxx Name: Pxxxx X. XxXxxx Title: VP & Treasurer By: /s/ Pxxxx X. XxXxxx Name: Pxxxx X. XxXxxx Title: VP & Treasurer EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSCALIPER LIFE SCIENCES, INC. NOVASCREEN BIOSCIENCES CORPORATION XENOGEN CORPORATION XENOGEN BIOSCIENCES CORPORATION The undersigned authorized officer officers of Acacia CommunicationsCaliper Life Sciences, Inc. Inc., NovaScreen Biosciences Corporation, XenogenCorporation, and Xenogen Biosciences Corporation (individually and collectively, “Borrower”) certifies certify that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly Quarterly financial statements with Compliance Certificate Monthly Certficate Quarterly within 30 45 days Yes No Annual financial statement (CPA Audited) FYE within 180 120 days Yes No 10-QBoard Approved Projections Annually, 10-K and 8-K Within 5 days after filing with SEC as revised Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Audit Annually Yes No Borrowing Base Certificate & A/R Agings Monthly within 30 days (when Unrestricted Cash < $20,000,000.00 and months in which Credit Extensions requested or outstanding) Yes No Cash Report Monthly within 15 days Yes No Maintain at all times (tested monthly on a consolidated basisquarterly): Minimum EBITDA * $ Adjusted Quick Ratio 1.25:1.0 thru 12/31/06 :1.0 Yes No 1.10:1.0 thereafter :1.0 Yes No Minimum Net Income *EBITDA-Cap Ex $ * $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b6.7(b) of the Agreement. The following financial covenant analysis analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) Caliper Life Sciences, Inc. BANK USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: NovaScreen Biosciences Corporation Verified: AUTHORIZED SIGNER By: Date: Name: Title: Compliance Status: Yes No Xenogen Corporation By: Name: Title: Xenogen Biosciences Corporation By: Name: Title:
Appears in 1 contract
Samples: Loan Modification Agreement (Caliper Life Sciences Inc)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: By /s/ Xxx Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx Xxxxxxxx Xxxxxx Name: Xxx Xxxxxxxxxxx Xxxxxxxx Xxxxxx Title: Chief Financial Officer By /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxxxx Xxxxxx Title: President and CEO Chief Financial Officer By /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Vice President By /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Director By /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Director By /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Director BANK: By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Relationship Manager TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSMAVENIR SYSTEMS, INC. The undersigned authorized officer of Acacia CommunicationsMAVENIR SYSTEMS, Inc. INC. (“Borrower”) certifies that under the terms and conditions of the Senior Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, Borrower has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements (including income statement and statement of cash flows) with Compliance Certificate and Deferred Revenue Report Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 + XX XXX within150 days Yes No 10-Q, 10-K A/R & A/P Agings Monthly within 20 days Yes No Transaction Reports Weekly and 8-K Within 5 with each Credit Extension (Monthly within 30 days under Streamline) Yes No Projections/Operating Budgets Earlier of (i) 15 days after filing with SEC approval by board of directors or (ii) January 31st of each fiscal year Yes No Board-approved Projections First Business Day of month The following Board approvalIntellectual Property was registered after the Effective Date (if no registrations, but at least annually state “None”) Tangible Net Worth ³ ($3,500,000) Yes No Maintain at all times Tangible Net Worth < (tested monthly on a consolidated basis): Minimum EBITDA * $ $3,500,000) Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) By: Received by: Name: AUTHORIZED SIGNER Title: Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx /S/ XXXXX X. XXXXX By: /s/ Xxxxxxx /S/ XXXX X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO Title: Vice President XXXXX TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSATRICURE, INC. The undersigned authorized officer of Acacia CommunicationsAtriCure, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
(1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts Massachusetts, as of the date first written aboveSeventh Loan Modification Effective Date. BRIDGELINE DIGITAL, INC. By: /s/ Xxx Xxxxxxxxxxx By: /s/ /s/Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO Chief Financial Officer SILICON VALLEY BANK By: /s/Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President BRIDGELINE INTELLIGENCE GROUP, INC. By: /s/Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Treasurer TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSBRIDGELINE DIGITAL, INC. BRIDGELINE INTELLIGENCE GROUP, INC. The undersigned authorized officer of Acacia CommunicationsBridgeline Digital, Inc. and Bridgeline Intelligence Group, Inc. (individually and collectively, jointly and severally, the “Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”):
), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
Samples: Loan Modification Agreement (Bridgeline Digital, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: CONSTANT CONTACT, INC. SILICON VALLEY BANK By: /s/ Xxx Xxxxxxxxxxx Xxxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx Xxxxx X. Xxxxx Xxxxxx --------------------------- --------------------------- Name: Xxx Xxxxxxxxxxx Xxxxxx X. Xxxxxxxxx Name: Xxxxxxx Xxxxx X. Xxxxx Xxxxxx ------------------------- ------------------------- Title: President and CEO VP & CFO & Treasurer Title: Vice President ------------------------ ------------------------ EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSCONSTANT CONTACT, INC. The undersigned authorized officer of Acacia CommunicationsCONSTANT CONTACT, Inc. (“Borrower”) INC. hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “"Agreement”):
"), (1i) Borrower is in complete compliance for the period ending ________________ with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bankdate hereof. Attached herewith are the required documents supporting the certification. The undersigned Officer further certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned Officer expressly acknowledges that no borrowings may be requested by the Borrower at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that such compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the AgreementPLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- -------- Monthly financial statements with Compliance Certificate CC Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 Board Approved Operating Plan FYE within 10 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of Intellectual Property was registered after the date of this Certificate.Closing Date (if blank, read "None") ____________________________________________________________________ ____________________________________________________________________
Appears in 1 contract
Samples: Loan and Security Agreement (Constant Contact, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx /s/Xxxx Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx Xxxxx Name: Xxx Xxxxxxxxxxx Xxxx Xxxxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxx Title: President and CEO CFO Title: Vice President TODate: ______________ To:Silicon Valley Bank 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 Attention: Corporate Services Department Re:Amended and Restated Loan and Security Agreement dated as of June 26, 2013 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), by and between SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSBANK, INC. The undersigned authorized officer of Acacia Communicationsa California corporation with a loan production office located at 0000 Xxxx Xxxxxxxxxx Xxxxxxx, Inc. Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000 (“Bank”), and CONTROL 4 CORPORATION, a Delaware corporation (“Borrower”) certifies that under Ladies and Gentlemen: The undersigned refers to the Loan Agreement, the terms defined therein and conditions used herein as so defined, and hereby gives you notice irrevocably, pursuant to Section 3.4 of the Loan Agreement, of the borrowing of a 2016 Advance. The Funding Date1, which shall be a Business Day, of the requested borrowing is _______________. The aggregate amount of the requested 2016 Advance is $_____________. The requested 2016 Advance shall consist of $___________ of Prime Rate Advances and Security Agreement between Borrower $__________ of LIBOR Advances. The duration of the Interest Period for the LIBOR Advances included in the requested 2016 Advance shall be __________ months. The undersigned hereby certifies that the following statements are true on the date hereof, and Bank (will be true on the “Agreement”):date of the proposed 2016 Advance before and after giving effect thereto, and to the application of the proceeds therefrom, as applicable:
(1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; (2) there are no Events of Default; (3a) all representations and warranties of Borrower contained in the Loan Agreement are true true, accurate and correct complete in all material respects on this as of the date except as noted belowhereof; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date;
(b) no Event of Default has occurred and is continuing, or would result from such proposed 2016 Advance; and
(4c) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 requested 2016 Advance will not cause the aggregate principal amount of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating outstanding 2016 Advances to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreementexceed, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificatedesignated Funding Date, the 2016 Availability Amount.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxxxx X. Xxxxx By: /s/ Xxxxxxx Xxxxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxxxxx Xxxxxx Title: President and CEO CFO Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSVP I, INC. The undersigned an authorized officer of Acacia Communications, Inc. AXS-ONE INC. (“Borrower”) certifies that certify under the terms Second Amended and conditions of the Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”):
) between Borrower and Silicon Valley Bank (1“Bank”) as follows (all capitalized terms used herein shall have the meaning set forth in the Agreement): Each Financed Receivable is an Eligible Account. Borrower is the owner with legal right to sell, transfer, assign and encumber such Financed Receivable; The correct amount is on the Invoice Transmittal and is not disputed; Except with respect to Deferred Revenue to the extent that it is not offset in accordance with the definition of Advance Rate, payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal date; Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; It reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; It has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral. No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading. Borrower and each domestic Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change. Borrower has good title to the Collateral, free of Liens except Permitted Liens. All inventory is in all material respects of good and marketable quality, free from material defects. Borrower is not an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower has complied in all material respects with the Federal Fair Labor Standards Act. Borrower has not violated any laws, ordinances or rules, the violation of which could reasonably be expected to cause a Material Adverse Change. None of Borrower’s or any Subsidiary’s properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than legally. Borrower and each Subsidiary has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP. Borrower and each Subsidiary has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all government authorities that are necessary to continue its business as currently conducted except where the failure to obtain or make such consents, declarations, notices or filings would not reasonably be expected to cause a Material Adverse Change. Borrower is in complete compliance for with the period ending with all required financial covenants except as noted below; (2) there are no Events set forth in Section 6.7 of Default; (3) all the Agreement. All representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms represents that there is no existing Event of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this CertificateDefault.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxxx Name: Title: President and CEO Chief Executive Officer Title: Vice President The undersigned, APPIAN EUROPE LIMITED, ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Charge over Account dated as of March 13, 2015 (the “Charge over Account”) and acknowledges, confirms and agrees that the Charge over Account shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith. By: Name: Xxxxxxx Xxxxxxx Title: Director This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: By: Name: Name: Xxxxxx Xxxxxx Title: Title: Director The undersigned, APPIAN EUROPE LIMITED, ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Charge over Account dated as of March 13, 2015 (the “Charge over Account”) and acknowledges, confirms and agrees that the Charge over Account shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith. By: Name: Title: TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONS, INC. APPIAN CORPORATION The undersigned authorized officer of Acacia Communications, Inc. APPIAN CORPORATION (“Borrower”) certifies that under the terms and conditions of the Second Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, Borrower has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Borrower, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these such documents are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements Financial Statements with Compliance Certificate Monthly within 30 days after the end of the month Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10Xx 00-QX, 1000-K and 8X xxx 0-K X (xx Xxxxxxxx is subject to Exchange Act reporting requirements) Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day A/R & A/P Agings (prepared both on a consolidated basis and with respect to Borrower alone) Monthly within 20 days after the end of the month following Board approval, but at least annually Yes No Maintain Deferred Revenue Report (prepared both on a consolidated basis and with respect to Borrower alone) Monthly within 20 days after the end of the month unless there were no Obligations outstanding during the period commencing on the first day of such month through and including the 20th day after the last day of such month Yes No Transaction Reports With each Advance at all times (tested monthly At times when Obligations with respect to Advances are outstanding: within 30 days after the end of the month when a Streamline Period is in effect; and on Friday of every other week when a consolidated basis): Minimum EBITDA * $ Streamline Period is not in effect Yes No Minimum Net Income ** $ N/A Annual Financial Projections Earlier of (a) within 10 days of approval by board of directors and (b) January 31 Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of Intellectual Property was registered after the date of this Certificate.Effective Date (if no registrations, state “None”)
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: WORLD ENERGY SOLUTIONS, INC. By: /s/ Xxx Xxxxxxxxxxx Xxxxx Xxxxxxx Name: Title: Xxxxx Xxxxxxx Chief Financial Officer By: /s/ Xxxxx Xxxxxxx Name: Title: Xxxxx Xxxxxxx Treasurer BANK: SILICON VALLEY BANK By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx NameTitle: Xxxxxxx X. Xxxxx Title: President and CEO Title: Vice President V.P. TO: SILICON VALLEY BANK Date: :____________________________ FROM: ACACIA COMMUNICATIONSWORLD ENERGY SOLUTIONS, INC. WORLD ENERGY SECURITIES CORP. The undersigned authorized officer officers of Acacia CommunicationsWorld Energy Solutions, Inc. Inc., and World Energy Securities Corp. (individually and collectively, jointly and severally, “Borrower”) certifies ), solely in their capacities as officers of their respective entities, certify that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”):
), (1) Borrower is in complete compliance for the period ending ________________ with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies solely in their capacities as officers of their respective entities, certify that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges solely in their capacities as officers of their respective entities, acknowledge that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE + XX XXX within 180 90 days Yes No 10-QA/R & A/P Agings, 10-K Deferred Revenue report, and 8-K Within 5 schedule of expected collections Monthly within 20 days after filing with SEC when there are outstanding Credit Extensions under the Revolving Line Yes No Borrowing Base Certificate Monthly within 20 Days during Streamline Period Yes No Transaction Report Weekly when not Streamline Period when there are outstanding Credit Extensions under the Revolving Line and upon each request for a Credit Extension under the Revolving Line Yes No Board-approved Projections First Business Day projections Within 30 days of month following Board approval, but at least annually approval Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.No
Appears in 1 contract
Samples: Loan Modification Agreement (World Energy Solutions, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. ByBORROWER: WORLD ENERGY SOLUTIONS, INC. /s/ Xxx Xxxxxxxxxxx By: /s/ Xxxxx Xxxxxxx X. Xxxxx By Name: Xxx Xxxxxxxxxxx Xxxxx Xxxxxxx Title: CFO WORLD ENERGY SECURITIES CORP. /s/ Xxxxx Xxxxxxx By Name: Xxxxx Xxxxxxx X. Xxxxx Title: President and CEO Treasurer BANK: SILICON VALLEY BANK /s/ Xxxxx Xxxxxxxxx By Name: Xxxxx Xxxxxxxxx Title: Vice President SVP TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSWORLD ENERGY SOLUTIONS, INC. AND WORLD ENERGY SECURITIES CORP. The undersigned authorized officer officers of Acacia CommunicationsWorld Energy Solutions, Inc. Inc., and World Energy Securities Corp. (individually and collectively, jointly and severally, “Borrower”) certifies ), solely in their capacities as officers of their respective entities, certify that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending ___________ with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies solely in their capacities as officers of their respective entities, certify that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges solely in their capacities as officers of their respective entities, acknowledge that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE + XX XXX within 180 90 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings, Deferred Revenue report, and schedule of expected collections Monthly within 20 days Yes No Borrowing Base Certificate Monthly within 20 Days during Streamline Period Yes No Transaction Report Weekly when not Streamline Period and upon each request for a Credit Extension Yes No Board-approved Projections First Business Day projections Within 30 days of month following Board approval, but at least annually approval Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.No
Appears in 1 contract
Samples: Loan Modification Agreement (World Energy Solutions, Inc.)
COUNTERSIGNATURE. This First Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This First Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. ByBORROWER: WORLD ENERGY SOLUTIONS, INC. By /s/ Xxx Xxxxxxxxxxx ByXxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Financial Officer WORLD ENERGY SECURITIES CORP. By /s/ Xxxxx Xxxxxxx X. Name: Xxxxx Xxxxxxx Title: Treasurer BANK: SILICON VALLEY BANK By /s/ Xxxxx Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxx Title: President and CEO Title: Vice President VP TO: SILICON VALLEY BANK Date: _______ FROM: ACACIA COMMUNICATIONSWORLD ENERGY SOLUTIONS, INC. AND WORLD ENERGY SECURITIES CORP. The undersigned authorized officer officers of Acacia CommunicationsWorld Energy Solutions, Inc. Inc., and World Energy Securities Corp. (individually and collectively, jointly and severally, “Borrower”) certifies ), solely in their capacities as officers of their respective entities, certify that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies solely in their capacities as officers of their respective entities, certify that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges solely in their capacities as officers of their respective entities, acknowledge that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE + XX XXX within 180 90 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings, Deferred Revenue report, and schedule of expected collections Monthly within 20 days Yes No Borrowing Base Certificate Monthly within 20 Days during Streamline Period Yes No Transaction Report Weekly when not Streamline Period and upon each request for a Credit Extension Yes No Board-approved Projections First Business Day projections Within 30 days of month following Board approval, but at least annually approval Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.No
Appears in 1 contract
Samples: Loan Modification Agreement (World Energy Solutions, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxxx XxXxxxx By: /s/ Xxxxxxx X. Xxxxxx Xxxxx Name: Xxx Xxxxxxxxxxx Xxxxx XxXxxxx Name: Xxxxxxx X. Xxxxxx Xxxxx Title: President and CEO CFO Title: Vice President Director TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSJIVE SOFTWARE, INC. The undersigned authorized officer of Acacia CommunicationsJIVE SOFTWARE, Inc. INC. (“Borrower”) certifies that under the terms and conditions of the Second Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”):
(1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; (2) there are no Events of DefaultDefault except as noted below; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has have timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 5.8 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these the attached financial statements are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO Title: Vice President By: Name: Title: TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSNETWORK ENGINES, INC. and ALLIANCE SYSTEMS, INC. The undersigned authorized officer of Acacia CommunicationsNetwork Engines, Inc. and Alliance Systems, Inc. (individually and collectively, jointly and severally, “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days days* Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day A/R Agings Monthly within 30 days (if Obligations are outstanding on last day of month following Board approval, but at least annually such month)* Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Board Projections Annually 45 days after FYE Yes No Minimum Net Income ** $ Yes No * As set forth in See Section 6.11(a) 6.2 of the Loan and Security Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Jxxxx Xxxxxxxxx Name: Jxxxx Xxxxxxxxx Title: SVP & CFO, Treasurer and Corporate Secretary By: /s/ Xxxxxxx X. Xxxxx A. Bxxxxx Xxxx Arrante Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO A. Bxxxxx Xxxx Arrante Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONS, INC. CHYRON CORPORATION The undersigned authorized officer of Acacia Communications, Inc. CHYRON CORPORATION (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 90 days Yes No 10-Q, 10-K Transaction Reports Monthly within 30 days and 8-K Within 5 with each request for an Advance Yes No A/R & A/P Agings Monthly within 20 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approvalprojections FYE within 60 days, but at least annually and contemporaneously with any updates or changes thereto Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Jxxxx Xxxxxxxxx Name: Jxxxx Xxxxxxxxx Title: SVP & CFO, Treasurer and Corporate Secretary By: /s/ Xxxxxxx X. Mxxxxxx Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Mxxxxxx Xxxxx Title: President and CEO Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONS, INC. CHYRONHEGO CORPORATION The undersigned authorized officer of Acacia CommunicationsCHYRONHEGO CORPORATION (formerly known as Chyron Corporation, Inc. (the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”):
), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 90 days Yes No 10-Q, 10-K Transaction Reports Monthly within 30 days and 8-K Within 5 with each request for an Advance Yes No A/R & A/P Agings Monthly within 20 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approvalprojections FYE within 60 days, but at least annually and contemporaneously with any updates or changes thereto Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: BRIGHTCOVE INC. SILICON VALLEY BANK By: /s/ Xxxxxxxxxxx Xxxxxx By: Name: Xxxxxxxxxxx Xxxxxx Name: Title: CFO Title: This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: BRIGHTCOVE INC. SILICON VALLEY BANK By: By: /s/ Xxx Xxxxxxxxxxx ByXxxxxxx Name: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSSchedule 1 EXHIBIT B SPECIALTY FINANCE DIVISION Compliance Certificate I, INC. The undersigned an authorized officer of Acacia Communications, Inc. BRIGHTCOVE INC. (“Borrower”) certifies that certify under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”):
) between Borrower and Silicon Valley Bank (1“Bank”) Borrower is in complete compliance as follows for the period ending with _____________________________ (all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized capitalized terms used but not otherwise defined herein shall have the meanings given them meaning set forth in the Agreement. Monthly financial statements ): Borrower represents and warrants for each Financed Receivable: Each Financed Receivable is an Eligible Account; Borrower is the owner with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Qlegal right to sell, 10-K transfer, assign and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at encumber such Financed Receivable; The correct amount is on the Advance Request and Invoice Transmittal and is not disputed; Payment is not contingent on any obligation or contract and Borrower has fulfilled all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate its obligations as of the date Advance Request and Invoice Transmittal date; Each Financed Receivable is based on an actual sale and delivery of this Certificategoods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; Bank has the right to endorse and/or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank in respect of a Financed Receivable contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading in light of the circumstances in which they were made.
Appears in 1 contract
Samples: Loan Modification Agreement
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one agreement. Any signatures delivered by a party by facsimile transmission or by email delivery of a copy of such executed counterpart in PDF format shall be as effective as delivery of a manually executed counterpart thereof. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Xxxxxxx Xxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO Chief Executive Officer By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President Chief Executive Officer TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSICAD, INC., XOFT, INC. and XOFT SOLUTIONS, LLC The undersigned authorized officer of Acacia CommunicationsICAD, Inc. INC., XOFT INC. and XOFT SOLUTIONS, LLC (individually and collectively, jointly and severally, “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any Borrower, and each of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements Financial Statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement Form 10-Q Quarterly within 45 days (CPA Auditedfor first 3 quarters of a fiscal year) FYE Yes No Form 10-K Annually within 180 90 days of the last quarter of a fiscal year Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approvalA/R & A/P Agings, but at least annually Deferred Revenue report and Account Debtor listing Monthly within 30 days Yes No Maintain at all times Borrowing Base Reports (tested i) with each request for an Advance and (ii) monthly on a consolidated basis): Minimum EBITDA * $ within 30 days Yes No Minimum Net Income ** $ Board approved projections Within the earlier of 30 days of (i) Board approval or (ii) fiscal year end, together with any periodic updates Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxxxx X. Xxxxx By: /s/ Xxxxxxx Xxxxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxxxxx Xxxxxx Title: President and CEO CFO Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSI, INC. The undersigned an authorized officer of Acacia Communications, Inc. AXS-ONE INC. (“Borrower”) certifies that certify under the terms Second Amended and conditions of the Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”):
) between Borrower and Silicon Valley Bank (1“Bank”) as follows (all capitalized terms used herein shall have the meaning set forth in the Agreement): Each Financed Receivable is an Eligible Account. Borrower is the owner with legal right to sell, transfer, assign and encumber such Financed Receivable; The correct amount is on the Invoice Transmittal and is not disputed; Except with respect to Deferred Revenue to the extent that it is not offset in accordance with the definition of Advance Rate, payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal date; Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; It reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; It has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral. No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading. Borrower and each domestic Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change. Borrower has good title to the Collateral, free of Liens except Permitted Liens. All inventory is in all material respects of good and marketable quality, free from material defects. Borrower is not an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower has complied in all material respects with the Federal Fair Labor Standards Act. Borrower has not violated any laws, ordinances or rules, the violation of which could reasonably be expected to cause a Material Adverse Change. None of Borrower’s or any Subsidiary’s properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than legally. Borrower and each Subsidiary has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP. Borrower and each Subsidiary has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all government authorities that are necessary to continue its business as currently conducted except where the failure to obtain or make such consents, declarations, notices or filings would not reasonably be expected to cause a Material Adverse Change. Borrower is in complete compliance for with the period ending with all required financial covenants except as noted below; (2) there are no Events set forth in Section 6.7 of Default; (3) all the Agreement. All representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms represents that there is no existing Event of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this CertificateDefault.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: By /s/ Xxx Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx Xxxxxx Name: Xxx Xxxxxxxxxxx Xxxxx Xxxxxx Title: Chief Financial Officer By /s/ Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Title: President and CEO Chief Financial Officer By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director BANK: By Name: Title: This Agreement is executed as of the date first written above. By Name: Xxxxx Xxxxxx Title: Chief Financial Officer By Name: Xxxxx Xxxxxx Title: Chief Financial Officer By Name: Xxxxx Xxxxxx Title: Vice President By Name: Xxxxx Xxxxxx Title: Director By Name: Xxxxx Xxxxxx Title: Director By Name: Xxxxx Xxxxxx Title: Director BANK: By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: VP TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSMAVENIR SYSTEMS, INC. The undersigned authorized officer of Acacia CommunicationsMAVENIR SYSTEMS, Inc. INC. (“Borrower”) certifies that under the terms and conditions of the Senior Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, Borrower has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxxx XxXxxxx By: /s/ Xxxxx Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Xxxxx XxXxxxx Name: Xxxxx Xxxxxxx X. Xxxxx Title: President and CEO CFO Title: Vice President Managing Director TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSJIVE SOFTWARE, INC. The undersigned authorized officer of Acacia CommunicationsJIVE SOFTWARE, Inc. INC. (“Borrower”) certifies that under the terms and conditions of the Second Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”):
(1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; (2) there are no Events of DefaultDefault except as noted below; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has have timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 5.8 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these the attached financial statements are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly Quarterly consolidating financial statements with Compliance Certificate Monthly Quarterly within 30 45 days Yes No Annual financial statement (CPA Audited) FYE within 180 150 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No BoardQuarterly Compliance Certificate Contemporaneously with delivery of the 10-approved Projections First Business Day of month following Board approval, but at least annually Q and 10-K Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Annual operating budgets and annual financial projections FYE within 45 days Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxxxxx X. XxXxxxxx By: /s/ Xxxxx XxXxxxx Name: Xxxxxxx X. XxXxxxxx Name: Xxxxx XxXxxxx Title: President & CEO Title: Director Date: April 2, 2020 By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx XxXxxxxx Name: Xxxxxxx X. Xxxxx XxXxxxxx Title: President and & CEO TitleEmail: Vice President Phone: TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSACELL, INC. The undersigned authorized officer of Acacia CommunicationsACELL, Inc. INC. (“Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement statements (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 30 days Yes No Detailed Account Debtor listings Monthly within 30 days Yes No Borrowing Base Reports Monthly within 7 days Yes No Board-approved Projections First Business Day Earlier of month following (i) February 15th or (ii) within 10 days of Board approval, but at least annually and as amended/updated Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Modificaxxxx Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: DATAWATCH CORPORATION SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By: /s/ Xxx Xxxxxxxxxxx Bruce R. Gardner By: /s/ Xxxxxxx X. Xxxxx Jonathan L. Gray ----------------------- -------------------------------- Name: Xxx Xxxxxxxxxxx Bruce R. Gardner Name: Xxxxxxx X. Xxxxx Jonathan L. Gray --------------------- ------------------------------ Title: President and CEO Title: Vice President SVP --------------------- ----------------------------- SILICON VALLEY BANK By: /s/ Maggie Garcia -------------------------------- Name: Maggie Garcia ------------------------------ Title: Loan Administrative Team Leader -------------------------------------- (signed in Santa Clara County, California) EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONS, INC. DATAWATCH CORPORATION The undersigned authorized officer of Acacia Communications, Inc. (“Borrower”) DATAWATCH CORPORATION hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “"Agreement”):
"), (1i) Borrower is in complete compliance for the period ending with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bankdate hereof. Attached herewith are the required documents supporting the above certification. The undersigned Officer further certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned Officer expressly acknowledges that no borrowings may be requested by the Borrower at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that such compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes Please indicate compliance status by circling Yes/No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificateunder "Complies" column.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: ROVING SOFTWARE INCORPORATED SILICON VALLEY BANK By: /s/ Xxx Xxxxxxxxxxx Marcus Greex By: /s/ Xxxxxxx X. Xxxxx Michael J. Xxxx --------------------------------- ------------------------------------ Name: Xxx Xxxxxxxxxxx Marcus Greex Name: Xxxxxxx X. Xxxxx Michael J. Xxxx Xxxxx: Xxxtroller Title: President and CEO Title: Vice President Relationship Manager EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONS, INC. ROVING SOFTWARE INCORPORATED The undersigned authorized officer of Acacia Communications, Inc. (“Borrower”) SOFTWARE INCORPORATED hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “"Agreement”):
"), (1i) Borrower is in complete compliance for the period ending ___________________ with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bankdate hereof. Attached herewith are the required documents supporting the certification. The undersigned Officer further certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned Officer expressly acknowledges that no borrowings may be requested by the Borrower at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that such compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the AgreementPLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. REPORTING COVENANT REQUIRED COMPLIES ------------------ ---------------------- --------- Monthly financial statements with Compliance Certificate CC Monthly within 30 25 days Yes No Annual financial statement (CPA Audited) FYE within 180 150 days Yes No 10-Q, 10-K and 8-K Within 5 Board Approved Operating Plan FYE within 45 days after filing with SEC Yes No Board-approved Projections First Business Day of month The following Board approvalIntellectual Property was registered after the Closing Date (if blank, but read "None") ________________________________________________________________________________ ________________________________________________________________________________ FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- -------- --------- To be maintained at least annually all times: Net Revenue (tested quarterly) _______* _________ Yes No Maintain at all times Debt Service Ratio (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ monthly) 1.25:10 _____:1.0 Yes No * As set forth in Section 6.11(a6.7(a) of the Agreement. Loan and Security Agreement ** As set forth only in Section 6.11(beffect if Borrower's unrestricted cash falls below $1,300,000. COMMENTS REGARDING EXCEPTIONS: See Attached. BANK USE ONLY Sincerely, RECEIVED BY: _____________ DATE: ____________________ REVIEWED BY: _____________ Date: COMPLIANCE STATUS: YES/NO ---------------------------- ------------- SIGNATURE ---------------------------- TITLE SIXTH LOAN MODIFICATION AGREEMENT This Sixth Loan Modification Agreement (this "Loan Modification Agreement") of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate is entered into as of the date March 20, 2007, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of this Certificatebusiness at 3003 Tasman Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000 xxx xxxx x loan production office located at One Newton Executive Park, Suite 200, 2221 Washinxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("Xxxx") xnd CONSTANT CONTACT, INC., f/k/a ROVING SOFTWARE INCORPORATED, a Delaware corporation with its chief executive office located at 1601 Trapelx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxxxxx 00000 ("Xxxxxxxx").
Appears in 1 contract
Samples: Loan and Security Agreement (Constant Contact, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. ByBORROWER: /s/ Xxx Xxxxxxxxxxx By: /s/ By Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx Name Xxxxxxx X. Xxxxx Title: President Xxxxxxx Title Vice President, Chief Financial Officer and CEO Title: Secretary By Xxxxxxx X. Nuthen Name Xxxxxxx X. Xxxxxxx Title Chief Financial Officer and Secretary By Xxxxxx Xxxxxxx Name Xxxxxx Xxxxxxx Title Vice President TO: SILICON VALLEY BANK Date: _______________ FROM: ACACIA COMMUNICATIONSARI NETWORK SERVICES, INC. PROJECT VIKING II ACQUISITION, INC. The undersigned authorized officer of Acacia CommunicationsARI NETWORK SERVICES, Inc. INC. (“ARI”), PROJECT VIKING II ACQUISITION, INC. (“Viking”, and together with ARI, individually and collectively, jointly and severally, the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), between Borrower and Silicon Valley Bank (“Bank”): (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; (2) unless noted below, there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are supporting documents have been prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Monthly within 30 days Yes No Compliance Certificate Certificates Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 120 days Yes No 10-Q, 10-K and 8-K K, if applicable Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually A/R & A/P Agings Monthly within 30 days Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of Intellectual Property was registered (or a registration application submitted) after the date of this Certificate.Effective Date (if no registrations, state “None”)
Appears in 1 contract
Samples: Loan Modification Agreement (Ari Network Services Inc /Wi)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: SVP & CFO BANK: By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO Xxxxxxxx Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONS, INC. CHYRON CORPORATION The undersigned authorized officer of Acacia Communications, Inc. CHYRON CORPORATION (“"Borrower”") certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “"Agreement”):
"), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower Borrower, Agent and BankLenders. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxxxxx Xxxxxx By: /s/ Xxxxx Xxxx Name: Xxxxxxx X. Xxxxxx Name: Xxxxx Xxxx Title: CFO Title: VP By: GOLD HILL VENTURE LENDING PARTNERS 03, LLC, its General Partner By: /s/ Xxx Xxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxx Title: President and CEO Title: Vice President Managing Director, Gold Hill Capital TO: SILICON VALLEY BANK Date: BANK, AS AGENT FROM: ACACIA COMMUNICATIONSA123 SYSTEMS, INC. The undersigned authorized officer of Acacia CommunicationsA123 Systems, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower Borrower, Lenders, and Bank Agent (as amended, the “Agreement”):
), (1i) Borrower is in complete compliance for the period ending with all required covenants except as noted below; below and (2ii) there are no Events of Default; (3) , and all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further (provided that those representations and warranties expressly referring to a specific date shall be true, accurate true and complete correct in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank). Attached are the required documents supporting the certification. The undersigned Officer certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next (except for the absence of footnotes and subject to year-end adjustments) except as explained in an accompanying letter or footnotes. The undersigned Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the AgreementPlease indicate compliance status by circling Yes/No under “Complies” column. Monthly financial statements with Compliance Certificate CC Monthly within 30 days Yes No Annual financial statement statements (CPA Audited) FYE within 180 days Yes No Borrowing Base Certificate w/ A/R and A/P agings, if required Monthly within 30 days when borrowing Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day Annually, w/in 30 days of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ approval Yes No Minimum Net Income ** $ Liquidity Ratio 2.5:1.0 :1.0 Yes No * As Equity Event Occur by 3/31/2009 Yes No N/A Comments Regarding Exceptions: See Attached. AGENT USE ONLY A123 Systems, Inc. Received by: Sincerely, Date: Verified: Signature AUTHORIZED SIGNER Date: Title Compliance Status: Yes No Date In connection with the execution of that certain Third Loan Modification Agreement (the “Agreement”) by and between A123 Systems, Inc. (unless otherwise noted, the “Company”) and Silicon Valley Bank, dated as of March 16, 2009, the Amendment to Perfection Certificate dated September 24, 2008 to which this Amendment is attached is hereby amended as set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in Section 6.11(a) of the Perfection Certificate to which this Amendment relates, or, to the extent not defined therein, the meaning ascribed to them in the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
Samples: Term Loan and Security Agreement (A123 Systems, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written aboveSecond Loan Modification Effective Date. By: /s/ Xxx Xxxxxxxxxxx Xxxxx X. Xxxxx By: /s/ Xxxxxxx Xxx Xxxxxxxxx Name: Xxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO Xxxxxxxxx Title: Vice President President/Chief Financial Officer Title: Relationship Manager TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSATRICURE, INC. The undersigned authorized officer of Acacia CommunicationsAtriCure, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”):
(1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth State of Massachusetts California as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx XXXXXXX X. XXXXXXX By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx XXX XXXXX Name: Xxxxxxx X. Xxxxxxx Name: Xxx Xxxxx Title: President Senior Vice President, Finance and CEO CFO Title: Vice President Managing Director TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONS, INC. FINISAR CORPORATION The undersigned authorized officer of Acacia Communications, Inc. FINISAR CORPORATION (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 5.8 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Financial Statements and Compliance Certificate Monthly within 30 days Yes No Annual financial statement statements (CPA Audited) FYE within 180 days Yes No 10-Q, on 10-K and 8-K Within 5 FYE within 90 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement Amendment shall become effective only when it shall have been executed by Borrower Lender and BankBorrower. This Loan Modification Agreement is executed as BORROWER: ASTEA INTERNATIONAL INC., a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. Delaware corporation LENDER: WESTERN ALLIANCE BANK, an ARIZONA corporation By: /s/ Xxx Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO Title: Vice President NETWORK DATA, INC., a Delaware corporation By: Name: Title: TO: SILICON VALLEY BANK Date: WESTERN ALLIANCE BANK, an Arizona corporation (the “Lender”) FROM: ACACIA COMMUNICATIONSNETWORK DATA, INC. The undersigned authorized officer of Acacia Communications., Inc. a Delaware corporation, and ASTEA INTERNATIONAL INC., a Delaware corporation (individually and collectively, the “Borrower”) Each of the undersigned authorized officers of each Borrower hereby certifies that under in accordance with the terms and conditions of the Loan and Security Business Financing Agreement between among Borrower and Bank Lender (the “Agreement”):
), (1i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bankdate hereof. Attached herewith are the required documents supporting the above certification. The undersigned Officer further certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements (consolidated and consolidating) with Compliance Certificate Monthly within 30 days Yes No Annual financial statement statements (CPA Audited) FYE within 180 days A/R & A/P Agings, sales or xxxxxxxx journal, cash receipts journal Within 5 business days after the 15th day of each month and within 10 days after the last day of each month Borrowing Base Certificates Within 5 business days after the 15th day of each month and within 10 days after the last day of each month Yes No 10-Q, 10-K Board approved budget FYE within 60 days and 8-K Within 5 days after filing with SEC as amended/updated Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.No
Appears in 1 contract
Samples: Business Financing Agreement (Astea International Inc)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower Borrower, Agent and BankLenders. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: LENDERS: A123 SYSTEMS, INC. SILICON VALLEY BANK, as Agent and Lender By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxx Xxxx Name: Xxxxxxx Xxxxxx Name: Xxxxx Xxxx Title: CFO Title: VP GOLD HILL VENTURE LENDING 03, L.P., as LENDER By: GOLD HILL VENTURE LENDING PARTNERS 03, LLC, its General Partner By: /s/ Xxx Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx Xxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxx Title: President and CEO Title: Vice President Managing Director, Gold Hill Capital 4 Exhibit A TO: SILICON VALLEY BANK Date: BANK, AS AGENT FROM: ACACIA COMMUNICATIONSA123 SYSTEMS, INC. The undersigned authorized officer of Acacia CommunicationsA123 Systems, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower Borrower, Lenders, and Bank Agent (as amended, the “"Agreement”):
"), (1i) Borrower is in complete compliance for the period ending with all required covenants except as noted below; below and (2ii) there are no Events of Default; (3) , and all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further (provided that those representations and warranties expressly referring to a specific date shall be true, accurate true and complete correct in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank). Attached are the required documents supporting the certification. The undersigned Officer certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next (except for the absence of footnotes and subject to year-end adjustments) except as explained in an accompanying letter or footnotes. The undersigned Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the AgreementPlease indicate compliance status by circling Yes/No under "Complies" column. Monthly financial statements with Compliance Certificate CC Monthly within 30 days Yes No Annual financial statement statements (CPA Audited) FYE within 180 days Yes No Borrowing Base Certificate w/ A/R and A/P agings, if required Monthly within 30 days when borrowing Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day Annually, w/in 30 days of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ approval Yes No Minimum Net Income ** $ Liquidity Ratio 2.5:1.0 :1.0 Yes No * As Equity Event Occur by 3/31/2009 Yes No N/A Comments Regarding Exceptions: See Attached. AGENT USE ONLY A123 Systems, Inc. Received by: AUTHORIZED SIGNER Sincerely, Date: Verified: Signature AUTHORIZED SIGNER Title Date: Date Compliance Status: Yes No 7 Exhibit B AMENDMENT TO PERFECTION CERTIFICATE In connection with the execution of that certain Third Loan Modification Agreement (the "Agreement") by and between A123 Systems, Inc. (unless otherwise noted, the "Company") and Silicon Valley Bank, dated as of March 16, 2009, the Amendment to Perfection Certificate dated September 24, 2008 to which this Amendment is attached is hereby amended as set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in Section 6.11(a) of the Perfection Certificate to which this Amendment relates, or, to the extent not defined therein, the meaning ascribed to them in the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
Samples: Term Loan and Security Agreement (A123 Systems, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts Massachusetts, as of the date first written aboveEighth Loan Modification Effective Date. BRIDGELINE DIGITAL, INC. By: /s/ Xxx Xxxxxxxxxxx By: _/s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Prinn___ Name: Xxxxxxx X. Xxxxx Title: President and CEO Chief Financial Officer SILICON VALLEY BANK By: _/s/ Xxxxx Lyons_ Name:_ Xxxxx Lyons_____ Title: __Vice President President_______ BRIDGELINE INTELLIGENCE GROUP, INC. By: _/s/ Xxxxxxx X. Prinn___ Name: Xxxxxxx X. Xxxxx Title: Treasurer TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSBRIDGELINE DIGITAL, INC. BRIDGELINE INTELLIGENCE GROUP, INC. The undersigned authorized officer of Acacia CommunicationsBridgeline Digital, Inc. and Bridgeline Intelligence Group, Inc. (individually and collectively, jointly and severally, the “Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”):
), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
Samples: Loan Modification Agreement (Bridgeline Digital, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: ATHENAHEALTH, INC. SILICON VALLEY BANK, By: /s/ Xxx Xxxxxxxxxxx Xxxxxxxx Xxxx By: /s/ Xxxxxxx X. Xxxxx Xxxxx --------------------------------- ------------------------------------ Name: Xxx Xxxxxxxxxxx Xxxxxxxx Xxxx Name: Xxxxxxx X. Xxxxx Xxxxx Title: President and & CEO Title: Vice President Relationship Manager EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSATHENAHEALTH, INC. The undersigned authorized officer of Acacia CommunicationsAthenahealth, Inc. (“Borrower”) Inc., hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “"Agreement”):
"), (1i) Borrower is in complete compliance for the period ending with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bankdate hereof. Attached herewith are the required documents supporting the certification. The undersigned Officer further certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned Officer expressly acknowledges that no borrowings may be requested by the Borrower at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that such compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- -------- Financial Statements with CC Monthly w/in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE with XX XXX within 180 120 days Yes No 10-QK, 10-K 10Q and 8-K Within 5 days after filing with w/SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually BBC and A/R Agings Monthly w/in 20 days (when Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Advances outstanding) Audit Annually Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. GTC BIOTHERAPEUTICS, INC., formerly known as Genzyme Transgenics Corporation SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By: /s/ Xxx Xxxxxxxxxxx XXXX X. XXXXX By: /s/ Xxxxxxx XXXXXX XXXXXXXXX Name: Xxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Xxxxxx Xxxxxxxxx Title: Senior Vice President Title: SCO By: /s/ XXXXX X. XXXXXX Name: Xxxxxxx Xxxxx X. Xxxxx Xxxxxx Title: President and CEO Title: Vice President Division Manager (Signed in Santa Xxxxx County, California) TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSGTC BIOTHERAPEUTICS, INC. The undersigned authorized officer of Acacia CommunicationsGTC Biotherapeutics, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1i) Borrower is in complete compliance for the period ending with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned Officer certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
Samples: Loan Modification Agreement (GTC Biotherapeutics Inc)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxxxx X. Xxxxx By: /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Xxxxx Xxxxxx Title: CFO & COO Title: SVP The undersigned, SOUNDBITE COMMUNICATIONS SECURITIES CORPORATION, a Massachusetts corporation (“Guarantor”) hereby: (a) ratifies, confirms and reaffirms, all and singular, the terms and conditions of (i) a certain Unconditional Guaranty of the obligations of Borrower to Bank dated as of November 2, 2009 (as amended, the “Guaranty”), and (ii) a certain Security Agreement by Guarantor in favor of Bank dated as of November 2, 2009 (as amended, the “Security Agreement”); (b) acknowledges, confirms and agrees that the Guaranty and Security Agreement shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (c) acknowledges, confirms and agrees that the obligations of Borrower to Bank under the Guaranty include, without limitation, all Obligations of Borrower to Bank under the Loan Agreement, as amended by this Loan Modification Agreement. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Title: President and CEO TitleCFO & COO TO: Vice President TOFROM: SILICON VALLEY BANK Date: FROM: ACACIA SOUNDBITE COMMUNICATIONS, INC. Date: The undersigned authorized officer of Acacia SoundBite Communications, Inc. (“Borrower”) certifies in such capacity that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
Samples: Loan Modification Agreement (Soundbite Communications Inc)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts Massachusetts, as of the date first written aboveSixth Loan Modification Effective Date. BRIDGELINE DIGITAL, INC. By: /s/ Xxx Xxxxxxxxxxx By: /s/ /s/Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO Chief Accounting Officer SILICON VALLEY BANK By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President Relationship Manager BRIDGELINE INTELLIGENCE GROUP, INC. By: /s/Xxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxx Title: Treasurer TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSBRIDGELINE DIGITAL, INC. BRIDGELINE INTELLIGENCE GROUP, INC. The undersigned authorized officer of Acacia CommunicationsBridgeline Digital, Inc. and Bridgeline Intelligence Group, Inc. (individually and collectively, jointly and severally, the “Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”):
), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 150 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings, Transaction Reports and Deferred Revenue reports* Monthly within 30 days Yes No Board-approved Projections First Business Day projections Annually, w/in 45 days of month following Board approval, but at least annually approval and as amended Yes No Maintain at all times (tested monthly on Borrowing Base Certificate* Monthly within 30 days and with each request for a consolidated basis): Minimum EBITDA * $ Credit Extension Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.No
Appears in 1 contract
Samples: Loan Modification Agreement (Bridgeline Digital, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Executive Vice President & General Counsel By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Executive Vice President & General Counsel By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: President By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx XxXxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO XxXxxxx Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSA Member of SVB Financial Group I, INC. The undersigned an authorized officer of Acacia CommunicationsEVERYDAY HEALTH, Inc. INC., EVERYDAY HEALTH MEDIA, LLC and MEDPAGE TODAY, L.L.C. (jointly and severally, individually and collectively, “Borrower”) certifies that certify under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”):
) between Borrower and Silicon Valley Bank (1“Bank”) Borrower is in complete compliance as follows for the period ending with ______________________________ (all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized capitalized terms used but not otherwise defined herein shall have the meanings given them meaning set forth in the Agreement. Monthly financial statements ): Each Financed Receivable is an Eligible Account; Borrower is the owner with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Qlegal right to sell, 10-K transfer, assign and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at encumber such Financed Receivable; The correct amount is on the Advance Request and Invoice Transmittal and is not disputed; Payment is not contingent on any obligation or contract and Borrower has fulfilled all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate its obligations as of the Advance Request and Invoice Transmittal date (except with respect to Permitted Deferred Revenue); Each Financed Receivable is based on an actual sale and delivery of this Certificategoods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; It reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; It has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; Bank has the right to endorse and/or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.
Appears in 1 contract
Samples: Loan Modification Agreement (Everyday Health, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Chief Executive Officer Title: Chief Executive Officer By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Chief Executive Officer Title: Chief Executive Officer By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Chief Executive Officer Title: Chief Executive Officer By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Chief Executive Officer Title: Chief Executive Officer By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director Exhibit A to Seventh Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO Title: Vice President TO: SILICON VALLEY BANK Date: Date FROM: ACACIA COMMUNICATIONSREAL GOODS ENERGY TECH, INC. ET. AL. The undersigned authorized officer of Acacia CommunicationsREAL GOODS ENERGY TECH, Inc. INC., et al. (the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Annual Audited Financial Statements FYE within 120 days A/R & A/P Agings Monthly within 20 days Yes No Transaction Reports Weekly and with each request for a Credit Extension (Monthly within 20 days during a Streamline Period) Yes No Projections First Within 20 days of board approval (no later than 60 days after FYE) Yes No Daily/Weekly Cash Flow Projections on the fifteenth (15th) and the last Business Day of each month following Board approval, but at least annually Yes No Maintain at all times Deferred Revenue Report, Schedule of Assets with respect to 3rd party construction and financing arrangements (tested monthly on a consolidated basis): Minimum EBITDA * $ including performance bonds and bank statements For non-SVB bank accounts) Monthly within 30 days Yes No Minimum Net Income ** $ Electronic viewing access to Xxxxx Fargo Account Ongoing Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of Intellectual Property was registered after the date of this Certificate.Effective Date (if no registrations, state “None”)
Appears in 1 contract
Samples: Loan Modification Agreement (Real Goods Solar, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxxxxx XxXxxxxx By: /s/ Xxxxxxx X. Xxxxxx Xxxxx Name: Xxx Xxxxxxxxxxx Xxxxxxx XxXxxxxx Name: Xxxxxxx X. Xxxxxx Xxxxx Title: President and CEO Title: Vice President EXHIBIT B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSACELL, INC. The undersigned authorized officer of Acacia Communications, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):.
(1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; .
(2) there are no Events of Default; . (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, . state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement statements (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 30 days Yes No and Deferred Revenue Report (to the extent that Borrower has Deferred Revenue) Monthly within 30 days Yes No N/A Detailed Account Debtor listings Monthly within 30 days Yes No Borrowing Base Reports Monthly within 30 days Yes No Board-approved Projections First Business Day Earlier of month following (i) February 15th or (ii) within 10 days of Board approval, but at least annually and as amended/updated Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxxxx Xxxxxxx By: /s/ Xxxx Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Xxxxxx Xxxxxxx Name: Xxxx Xxxxxxx X. Xxxxx Title: President and CEO CFO Title: Vice President XX XX TO: SILICON VALLEY BANK Date: _______________________ FROM: ACACIA COMMUNICATIONSEXACTTARGET, INC. The undersigned authorized officer of Acacia CommunicationsEXACTTARGET, Inc. INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
(1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 120 days Yes No Board Projections FYE within 45 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Borrowing Base Certificate with A/R & A/P Agings Monthly within 30 days Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Bank Statements Monthly within 5 Business Days Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of Intellectual Property was registered (or a registration application submitted) after the date of this Certificate.Effective Date (if no registrations, state “None”)
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: CONSTANT CONTACT, INC. SILICON VALLEY BANK By: /s/ Xxx Xxxxxxxxxxx Steven R. Wxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx Naomi B. Hexxxx --------------------------- --------------------------- Name: Xxx Xxxxxxxxxxx Steven R. Wxxxxxxxx Name: Xxxxxxx X. Xxxxx Naomi B. Hexxxx ------------------------- ------------------------- Title: President and CEO VP & CFO & Treasurer Title: Vice President ------------------------ ------------------------ EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSCONSTANT CONTACT, INC. The undersigned authorized officer of Acacia CommunicationsCONSTANT CONTACT, Inc. (“Borrower”) INC. hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “"Agreement”):
"), (1i) Borrower is in complete compliance for the period ending ________________ with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bankdate hereof. Attached herewith are the required documents supporting the certification. The undersigned Officer further certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned Officer expressly acknowledges that no borrowings may be requested by the Borrower at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that such compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the AgreementPLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- -------- Monthly financial statements with Compliance Certificate CC Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 Board Approved Operating Plan FYE within 10 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of Intellectual Property was registered after the date of this Certificate.Closing Date (if blank, read "None") ____________________________________________________________________ ____________________________________________________________________
Appears in 1 contract
Samples: Loan and Security Agreement (Constant Contact, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxxx Xxxxxxx By: /s/ Xxxx Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Xxxxx Xxxxxxx Name: Xxxx Xxxxxxx X. Xxxxx Title: President and CEO CFO Title: Vice President XX XX TO: SILICON VALLEY BANK Date: _____________ FROM: ACACIA COMMUNICATIONSEXACTTARGET, INC. The undersigned authorized officer of Acacia CommunicationsEXACTTARGET, Inc. INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
(1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 120 days Yes No Board Projections FYE within 45 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Borrowing Base Certificate with A/R & A/P Agings Monthly within 30 days Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Bank Statements Monthly within 5 Business Days Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of Intellectual Property was registered (or a registration application submitted) after the date of this Certificate.Effective Date (if no registrations, state “None”)
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: LIMELIGHT NETWORKS, INC. SILICON VALLEY BANK By: /s/ Xxx Xxxxxxxxxxx :____________________________________ By: /s/ Xxxxxxx X. Xxxxx :____________________________________ Name: Xxx Xxxxxxxxxxx :__________________________________ Name: Xxxxxxx X. Xxxxx :_________________________________ Title: President and CEO :___________________________________ Title: Vice President :___________________________________ SCHEDULE 1 EXHIBIT B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSLIMELIGHT NETWORKS, INC. The undersigned authorized officer of Acacia CommunicationsLIMELIGHT NETWORKS, Inc. INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Financial statements Monthly financial statements with within 30 days when Advances are outstanding or requested in said month Yes No Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE when Advances are outstanding or requested in said month; otherwise, quarterly within 180 30 days Yes No 10-Q10‑Q, 10-K 10‑K (including opinion of auditors) and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue Report Monthly within 30 days when Advances are outstanding or requested in said month; otherwise, quarterly within 30 days Yes No Transaction Reports Monthly within 30 days when Advances are outstanding or requested in said month; otherwise, quarterly within 30 days Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually FYE within 60 days and as updated or amended Yes No Financial Covenant Required Actual Complies Maintain at all times times: Liquidity (tested monthly on a consolidated basis): Minimum EBITDA * $ when Advances are outstanding or requested in said month; otherwise, quarterly) $7,500,000.00 $_______ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. New Office, Business or Bailee Locations Borrower Collateral Description Value of Collateral The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Appears in 1 contract
Samples: Loan Modification Agreement
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxx X. Xxxxxxxxxxx By: /s/ Xxxxxxx X. T. Xxxxx Xxxxx Name: Xxx Xxxx X. Xxxxxxxxxxx Name: Xxxxxxx X. T. Xxxxx Xxxxx Title: President and CEO CFO Title: Vice President V.P. TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSAEGERION PHARMACEUTICALS, INC. The undersigned authorized officer of Acacia CommunicationsAEGERION PHARMACEUTICALS, Inc. INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
(1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 5.8 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
Samples: Loan Modification Agreement (Aegerion Pharmaceuticals, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxx X. Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx Xxxxx Name: Xxx Xxxx X. Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxx Title: President and CEO Chief Financial Officer Title: Vice President Director TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSAEGERION PHARMACEUTICALS, INC. The undersigned authorized officer of Acacia CommunicationsAEGERION PHARMACEUTICALS, Inc. INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
(1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 5.8 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly Quarterly financial statements with Compliance Certificate Quarterly within 40 days Quarterly within 40 days; Monthly within 30 days Yes No Yes No Monthly Cash Reports/Cash Burn Certificate Monthly within 15 days Annual financial statement (CPA Audited) FYE within 180 150 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approvalA/P and A/R Agings, but at least annually Inventory reports, and Borrowing Base Certificate Monthly within 30 days Yes No Maintain Board Approved Projections FYE within 45 days Yes No Minimum Liquidity Ratio (maintain at all times times, tested monthly) 1.50:1.0 :1.0 Yes No Borrower shall be in compliance with either one of the following (tested monthly quarterly): Minimum Quarterly Revenue (calculated on a consolidated trailing six (6) month basis): Minimum EBITDA ) * $ Yes No Minimum Net Income ** Free Cash Flow $ 0.00 $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificateexceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) AEGERION PHARMACEUTICALS, INC. By: Name: Title: Received by: Date: Verified: Date: Compliance Status: Yes No
Appears in 1 contract
Samples: Loan Modification Agreement (Aegerion Pharmaceuticals, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts Massachusetts, as of the date first written aboveNinth Loan Modification Effective Date. BRIDGELINE DIGITAL, INC. By: /s/ Xxx Xxxxxxxxxxx By: __/s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx ________________ Name: Xxxxxxx X. Xxxxx Title: President and CEO Chief Financial Officer SILICON VALLEY BANK By: ____/s/ Xxxxxxx Xxxxxxxx _________________ Name:_Jocelyn Hartmann________________ Title: _Vice President President______________________ BRIDGELINE INTELLIGENCE GROUP, INC. By: __/s/ Xxxxxxx Xxxxx _____________________ Name: Xxxxxxx X. Xxxxx Title: Treasurer TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSBRIDGELINE DIGITAL, INC. BRIDGELINE INTELLIGENCE GROUP, INC. The undersigned authorized officer of Acacia CommunicationsBridgeline Digital, Inc. and Bridgeline Intelligence Group, Inc. (individually and collectively, jointly and severally, the “Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”):
), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
Samples: Loan Modification Agreement (Bridgeline Digital, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx NameXxxxxxx By: Xxx Xxxxxxxxxxx /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President and CEO Chief Financial Officer Title: Chief Financial Officer By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer Title: Chief Financial Officer By: /s/ Elisa Sun Name: Elisa Sun Title: Vice President Exhibit A to Fourth Loan Modification Agreement TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSREAL GOODS ENERGY TECH, INC. ET. AL. The undersigned authorized officer of Acacia CommunicationsREAL GOODS ENERGY TECH, Inc. INC., et al. (the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Annual Audited Financial Statements FYE within 120 days A/R & A/P Agings Monthly within 20 days Yes No Maintain at all times Transaction Reports Weekly and with each request for a Credit Extension (tested monthly on Monthly within 20 days during a consolidated basis): Minimum EBITDA * $ Streamline Period) Yes No Minimum Net Income ** $ Projections Within 20 days of board approval (no later than 60 days after FYE) Yes No * As set forth in Section 6.11(aDeferred Revenue Report, Schedule of Assets with respect to 3rd party construction and financing arrangements (including performance bonds and bank statements For non-SVB bank accounts) of Monthly within 30 days Yes No Electronic viewing access to Xxxxx Fargo Account From and after the Agreement. ** As set forth in Section 6.11(b) of the Agreement. Third Loan Modification Effective Date Yes No The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of Intellectual Property was registered after the date of this Certificate.Effective Date (if no registrations, state “None”)
Appears in 1 contract
Samples: Loan Modification Agreement (Real Goods Solar, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth State of Massachusetts California as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx X. X. Xxxxxxx By: Name: X. X. Xxxxxxx Name: Title: CFO Title: By: /s/ X. X. Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: X. X. Xxxxxxx X. Xxxxx Title: President and CEO Title: Vice President CFO TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONS, INC. FINISAR CORPORATION and OPTIUM CORPORATION The undersigned authorized officer of Acacia Communications, Inc. FINISAR CORPORATION and OPTIUM CORPORATION (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 5.8 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. , Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Financial Statements and Compliance Certificate Monthly within 30 days Yes No Annual financial statement statements (CPA Audited) FYE within 180 days Yes No 10-Q, on 10-K and 8-K Within Annually, upon the earlier of 5 days after filing Form 10-K with SEC or 90 days after FYE Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxxx XxXxxxx By: /s/ Xxxxxxx X. Xxxxx Xxxx Xxxxxxxx Name: Xxx Xxxxxxxxxxx Xxxxx XxXxxxx Name: Xxxxxxx X. Xxxxx Xxxx Xxxxxxxx Title: President and CEO Chief Financial Officer Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSJIVE SOFTWARE, INC. The undersigned authorized officer of Acacia CommunicationsJIVE SOFTWARE, Inc. INC. (“Borrower”) certifies that under the terms and conditions of the Second Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”):
(1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; (2) there are no Events of DefaultDefault except as noted below; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has have timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 5.8 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these the attached financial statements are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly Quarterly consolidating financial statements with Compliance Certificate Monthly Quarterly within 30 45 days Yes No Annual financial statement (CPA Audited) FYE within 180 150 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) Quarterly Compliance Certificate Contemporaneously with delivery of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis 10-Q and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.10-K Yes No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Xxxxx X. Xxxxx By: /s/ Xxxx Xxxxxxx Name: Xxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxx Xxxxxxx X. Xxxxx Title: President and CEO CFO Title: Vice President XX XX TO: SILICON VALLEY BANK Date: _______________________ FROM: ACACIA COMMUNICATIONSEXACTTARGET, INC. The undersigned authorized officer of Acacia CommunicationsEXACTTARGET, Inc. INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
(1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 120 days Yes No Board Projections FYE within 45 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Borrowing Base Certificate with A/R & A/P Agings Monthly within 30 days Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Bank Statements Monthly within 5 Business Days Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of Intellectual Property was registered (or a registration application submitted) after the date of this Certificate.Effective Date (if no registrations, state “None”)
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. GTC BIOTHERAPEUTICS, INC., SILICON VALLEY BANK, formerly known as doing business as Genzyme Transgenics Corporation SILICON VALLEY EAST By: /s/ Xxx Xxxxxxxxxxx Xxxx X. Xxxxx By: /s/ Xxxxxxx Xxxxxx Xxxxxxxxx Name: Xxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Xxxxxx Xxxxxxxxx Title: Senior Vice President Title: SCO By: /s/ Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxx Xxxxxx Title: President and CEO Title: Vice President Division Manager (signed in Santa Xxxxx County, California) TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSGTC BIOTHERAPEUTICS, INC. The undersigned authorized officer of Acacia CommunicationsGTC Biotherapeutics, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1i) Borrower is in complete compliance for the period ending with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned Officer certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
Samples: Loan Modification Agreement (GTC Biotherapeutics Inc)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONS, INC. CONTROL4 CORPORATION The undersigned authorized officer of Acacia Communications, Inc. CONTROL4 CORPORATION (“Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”):
(1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly Quarterly financial statements with Quarterly within 45 days Yes No Compliance Certificate Monthly Quarterly within 30 45 days Yes No Annual financial statement (CPA Audited) FYE within 180 90 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually projections Within 30 days prior to FYE Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA quarterly) Leverage Ratio :1.0 * :1.0 Yes No Liquidity $ 15,000,000 $ Yes No Minimum Net Income ** $ Interest Coverage Ratio 2.0:1.0 :1.0 Yes No * As *as set forth in Section 6.11(a6.7(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. Leverage Ratio > 2.0:1.0 at any time during such period LIBOR Rate plus 2.75% Prime Rate plus 0.25% Yes No Leverage Ratio < 2.0:1.0 at all times during such period LIBOR Rate plus 2.50% Prime Rate plus 0.0% Yes No The following financial covenant analysis analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. CALIPER LIFE SCIENCES, INC. By: /s/ Xxx Xxxxxxxxxxx Xxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Senior Vice President and Chief Financial Officer NOVASCREEN BIOSCIENCES CORPORATION By: /s/ Xxxxxxx Xxxxx X. Xxxxx XxXxxx Name: Xxx Xxxxx X. XxXxxx Title: Vice President, Finance XENOGEN CORPORATION By: /s/ Xxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Vice President, Finance CALIPER LIFE SCIENCES LTD. By: /s/ Xxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Vice President, Finance SILICON VALLEY BANK By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO Xxxx Xxxxxxxxxxx Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSCALIPER LIFE SCIENCES, INC. NOVASCREEN BIOSCIENCES CORPORATION XENOGEN CORPORATION CALIPER LIFE SCIENCES, LTD. The undersigned authorized officer officers of Acacia CommunicationsCaliper Life Sciences, Inc. Inc., NovaScreen Biosciences Corporation, Xenogen Corporation, and Caliper Life Sciences, Ltd. (individually and collectively, jointly and severally, “Borrower”) certifies certify that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly Quarterly consolidated and consolidating financial statements with Compliance Certificate Monthly Quarterly within 30 45 days Yes No Annual consolidated and consolidating financial statement (CPA Audited) FYE within 180 + XX XXX within120 days Yes No 10-QA/R & A/P Agings; Deferred Revenue report, 10-K and 8-K Within 5 cash report Monthly within 15 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Transaction Reports Weekly and with each Advance request Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Board approved projections Annually, as revised Yes No Minimum Net Income The following intellectual property was registered after the Effective Date (if no registrations, state “None”) ** $ Yes No * As set forth in See Section 6.11(a6.9(b) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. Loan and Security Agreement The following financial covenant analysis analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) Caliper Life Sciences, Inc. BANK USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: NovaScreen Biosciences Corporation Verified: By: Name: Date: Title: Compliance Status: Yes No Xenogen Corporation By: Name: Title: Caliper Life Sciences, Ltd. By: Name: Title:
Appears in 1 contract
Samples: Loan Modification Agreement (Caliper Life Sciences Inc)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth State of Massachusetts California as of the date first First written above. ByBY: /s/ Xxx Xxxxxxxxxxx ByX. X. Xxxxxxx BY: /s/ Xxxxxxx X. Xxxxx Xxxx Xxxxxxxx Name: Xxx Xxxxxxxxxxx X. X. Xxxxxxx Name: Xxxxxxx X. Xxxxx Xxxx Xxxxxxxx Title: President and CEO CFO Title: Vice President Relationship Manager BY: /s/ X. X. Xxxxxxx Name: X. X. Xxxxxxx Title: CFO TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONS, INC. FINISAR CORPORATION and OPTIUM CORPORATION The undersigned authorized officer of Acacia Communications, Inc. FINISAR CORPORATION and OPTIUM CORPORATION (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”):
), (1) Borrower is in complete compliance for the period ending __________ with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 5.8 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Financial Statements and Compliance Certificate Monthly within 30 days Yes No Annual financial statement statements (CPA Audited) FYE within 180 days Yes No 10-Q, on 10-K and 8-K Within Annually, upon the earlier of 5 days after filing Form 10-K with SEC or 90 days after FYE Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. ByBORROWER: /s/ Xxx Xxxxxxxxxxx BANK: By: /s/ Xxxxxxx X. Xxxxx NameXxxxxx By: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx TitleXxxxxx Name: President and CEO Title: Vice President President, Finance Title: The undersigned, PHASE FORWARD SECURITIES CORPORATION, ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unlimited Guaranty dated May 3, 1999 (the “Guaranty”) and acknowledges, confirms and agrees that the Guaranty shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Treasurer TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONS, INC. PHASE FORWARD INCORPORATED The undersigned authorized officer of Acacia Communications, Inc. (“Borrower”) PHASE FORWARD INCORPORATED certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1i) Borrower is in complete compliance for the period ending with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned Officer certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial Financial statements with Compliance Certificate CC Monthly within 30 days 45 days* Yes No Annual financial statement (CPA Audited) FYE within 180 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Annual Projections First Business Day Within 45 days of month following Board approval, but at least annually prior FYE Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following January 2004 and February 2004 financial covenant analysis statements and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificatecompliance certificate due April 15, 2004.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. ByDate: /s/ Xxx Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSJIVE SOFTWARE, INC. The undersigned authorized officer of Acacia CommunicationsJIVE SOFTWARE, Inc. INC. (“Borrower”) certifies that under the terms and conditions of the Second Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”):
(1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; (2) there are no Events of DefaultDefault except as noted below; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has have timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 5.8 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these the attached financial statements are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: ATRICURE, INC. SILICON VALLEY BANK By: /s/ Xxx Xxxxxxxxxxx /S/ XXXXX X. XXXXX By: /s/ Xxxxxxx /S/ XXXX X. XXXXX Name: Xxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx Xxxx X. Xxxxx Title: President Vice President, Finance and CEO Administration and Chief Financial Officer Title: Vice President Relationship Manager EXHIBIT A Proposed Payment Schedule (see attached) EXHIBIT B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSATRICURE, INC. The undersigned authorized officer of Acacia CommunicationsAtriCure, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
(1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Transaction Reports Non-Streamline: Weekly; Streamline: monthly within 15 days Yes No Monthly payable & receivable items, check registers, general ledger, & reconciliations Monthly within 15 days Yes No Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 120 days Yes No 10-Q, 10-K Annual budgets and 8-K Within 5 days after filing with SEC projections Prior to FYE Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Financial Covenants Required Actual Complies Maintain on a Monthly Basis: Minimum Adjusted Quick Ratio (when required) 1.2:1.0 :1.0 Yes No Maintain at all times Maximum Capital Expenditures * $ Yes No Minimum Fixed Charge Coverage Ratio (tested monthly on a consolidated basis): when required) 1.5:1.0 :1.0 Yes No Minimum EBITDA * $ Yes No Minimum Net Income ** $ See Loan Agreement Performance Pricing Applies Adjusted Quick Ratio: greater or equal to 2 to 1 First Tier Rate Yes No * As set forth greater or equal to 1.5 to 1, but less than 2 to 1 Second Tier Rate Yes No Less than 1.5 to 1, or Event of Default exists Regular Rate Yes No Streamline Requirement Minimum Cash Condition See Loan Agreement Yes No Borrower is party to, or bound by, the following material Restricted Licenses that were not previously noted in Section 6.11(athe Perfection Certificate or a prior Compliance Certificate: . Borrower intends to register the following copyrights or mask works with the United States Copyright Office that were not previously noted in a prior Compliance Certificate: . Borrower has (i) obtained the following Patents, registered Trademarks, registered Copyrights, registered mask work, or any pending application for any of the Agreement. ** As set forth in Section 6.11(bforegoing, whether as owner, licensee or otherwise, and (ii) applied for the following Patents and the registration of the Agreementfollowing Trademarks; in each case, that were not previously noted in the Perfection Certificate or a prior Compliance Certificate (to be reported on as part of the Compliance Certificate due following the last month of each fiscal quarter): . The following financial covenant analysis analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) ATRICURE, INC. BANK USE ONLY By: Received by: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No Schedule 1 to Compliance Certificate Financial Covenants of Borrower In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern. Dated:
I. Minimum Adjusted Quick Ratio (Section 6.9(a)) Required: at least 1.20:1.00, at all times Actual:
A. Borrower’s unrestricted cash (and Cash Equivalents) held with Bank and its Affiliates $
B. Borrower’s Eligible Accounts (excluding any account receivable established with respect to expected insurance proceeds in an amount of up to Two Million Dollars ($2,000,000) associated with the settlement of a class action lawsuit) $
C. Line A plus line B $
D. Borrower’s Current Liabilities (including any amounts used for Cash Management Services and the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit), but excluding the amount of principal or interest on the DOJ Obligations and excluding up to Two Million Dollars ($2,000,000) of liability associated with the settlement of a class action lawsuit, but only to the extent that Borrower maintains an account receivable in respect of insurance proceeds relating to such settlement in the same amount) $ E. The current portion of Deferred Revenue
Appears in 1 contract
Samples: Loan Modification Agreement
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx :____________________________________ By: /s/ Xxxxxxx X. Xxxxx :____________________________________ Name: Xxx Xxxxxxxxxxx :__________________________________ Name: Xxxxxxx X. Xxxxx :_________________________________ Title: President and CEO :___________________________________ Title: Vice President :___________________________________ TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSLIMELIGHT NETWORKS, INC. The undersigned authorized officer of Acacia CommunicationsLIMELIGHT NETWORKS, Inc. INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Appears in 1 contract
Samples: Loan Modification Agreement (Limelight Networks, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx X. Xxxxxx By: Name: Xxxxxxxxxxx X. Xxxxxx Name: Title: CFO Title: This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: By: /s/ Xxxxxxx X. Xxxxx Xxxx Xxxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxx Xxxxxx Title: President and CEO Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSDirector SVB> Silicon Valley Bank A Menthis of SVB Financial Group I, INC. The undersigned an authorized officer of Acacia Communications, Inc. BRIGHTCOVE INC. (“Borrower”) certifies that certify under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”):
) between Borrower and Silicon Valley Bank (1“Bank”) Borrower is in complete compliance as follows for the period ending with (all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized capitalized terms used but not otherwise defined herein shall have the meanings given them meaning set forth in the Agreement. Monthly financial statements ): Each Financed Receivable is an Eligible Account; Borrower is the owner with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Qlegal right to sell, 10-K transfer, assign and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at encumber such Financed Receivable; The correct amount is on the Advance Request and Invoice Transmittal and is not disputed; Payment is not contingent on any obligation or contract and Borrower has fulfilled all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate its obligations as of the date Advance Request and Invoice Transmittal date; Each Financed Receivable is based on an actual sale and delivery of this Certificategoods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; Bank has the right to endorse and/or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank in respect of a Financed Receivable contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading in light of the circumstances in which they were made.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ Xxx Xxxxxxxxxxx Cxxxxxxxxxx Xxxxxx By: Name: Cxxxxxxxxxx Xxxxxx Name: Title: CFO Title: This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: By: /s/ Sxx Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Sxx Xxxxxxx X. Xxxxx Title: President and CEO Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSI, INC. The undersigned an authorized officer of Acacia Communications, Inc. BRIGHTCOVE INC. (“Borrower”) certifies that certify under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”):
) between Borrower and Silicon Valley Bank (1“Bank”) Borrower is in complete compliance as follows for the period ending with _____________________________ (all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized capitalized terms used but not otherwise defined herein shall have the meanings given them meaning set forth in the Agreement. Monthly financial statements ): Each Financed Receivable is an Eligible Account; Borrower is the owner with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Qlegal right to sell, 10-K transfer, assign and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at encumber such Financed Receivable; The correct amount is on the Advance Request and Invoice Transmittal and is not disputed; Payment is not contingent on any obligation or contract and Borrower has fulfilled all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate its obligations as of the date Advance Request and Invoice Transmittal date; Each Financed Receivable is based on an actual sale and delivery of this Certificategoods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; Bank has the right to endorse and/or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank in respect of a Financed Receivable contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading in light of the circumstances in which they were made.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: By /s/ Xxx Xxxxxxxxxxx Xxxxxx Name: Xxx Xxxxxx Title: Vice President By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Xxxxxxx X. Xxxxx Title: By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSICAD, INC., XOFT, INC. and XOFT SOLUTIONS, LLC The undersigned authorized officer of Acacia CommunicationsICAD, Inc. INC., XOFT INC. and XOFT SOLUTIONS, LLC (individually and collectively, jointly and severally, “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any Borrower, and each of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement Form 10-Q Quarterly within 45 days (CPA Auditedfor first 3 quarters of a fiscal year) FYE Yes No Form 10-K Annually within 180 90 days of the last quarter of a fiscal year Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC (if not previously delivered) Yes No Board-A/R & A/P Agings, Deferred Revenue report and Account Debtor listing Monthly within 30 days Yes No Borrowing Base Reports (i) with each request for an Advance and (ii) monthly within 30 days Yes No Board approved Projections First Business Day Within the earlier of month following 30 days of (i) Board approvalapproval or (ii) fiscal year end, but at least annually together with any period updates Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written aboveThird Loan Modification Effective Date. By: /s/ Xxx Xxxxxxxxxxx Xxxxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx Name: Xxx Xxxxxxxxxxx Xxxxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxxx Title: President and CEO Chief Financial Officer Title: Senior Vice President Each of the undersigned hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of each of its Unconditional Guaranty, Security Agreement, IP Security Agreement (if applicable) and Perfection Certificate, in each case executed in connection with the Loan Agreement, and each acknowledges, confirms and agrees that each such document shall remain in full force and effect and in no way be limited by the execution of this Loan Modification Agreement, or any other documents. instruments and/or agreements executed and/or delivered in connection herewith. By: By: Name: Name: Title: Title: By: By: Name: Name: Title: Title: TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSIBASIS, INC. The undersigned authorized officer of Acacia CommunicationsIBASIS, Inc. INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ Yes No * As set forth in Section 6.11(a) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
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COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: ROVING SOFTWARE INCORPORATED SILICON VALLEY BANK By: /s/ Xxx Xxxxxxxxxxx Xxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxx Xxxx --------------------------------- ------------------------------------ Name: Xxx Xxxxxxxxxxx Xxxxxx Xxxxx Name: Xxxxxxx X. Xxxxx Xxxx Title: President and CEO Controller Title: Vice President Relationship Manager EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONS, INC. ROVING SOFTWARE INCORPORATED The undersigned authorized officer of Acacia Communications, Inc. (“Borrower”) SOFTWARE INCORPORATED hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “"Agreement”):
"), (1i) Borrower is in complete compliance for the period ending ___________________ with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bankdate hereof. Attached herewith are the required documents supporting the certification. The undersigned Officer further certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned Officer expressly acknowledges that no borrowings may be requested by the Borrower at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that such compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the AgreementPLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. REPORTING COVENANT REQUIRED COMPLIES ------------------ ---------------------- --------- Monthly financial statements with Compliance Certificate CC Monthly within 30 25 days Yes No Annual financial statement (CPA Audited) FYE within 180 150 days Yes No 10-Q, 10-K and 8-K Within 5 Board Approved Operating Plan FYE within 45 days after filing with SEC Yes No Board-approved Projections First Business Day of month The following Board approvalIntellectual Property was registered after the Closing Date (if blank, but read "None") ________________________________________________________________________________ ________________________________________________________________________________ FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- -------- --------- To be maintained at least annually all times: Net Revenue (tested quarterly) _______* _________ Yes No Maintain at all times Debt Service Ratio (tested monthly on a consolidated basis): Minimum EBITDA * $ Yes No Minimum Net Income ** $ monthly) 1.25:10 _____:1.0 Yes No * As set forth in Section 6.11(a6.7(a) of the Agreement. Loan and Security Agreement ** As set forth only in Section 6.11(beffect if Borrower's unrestricted cash falls below $1,300,000. COMMENTS REGARDING EXCEPTIONS: See Attached. BANK USE ONLY Sincerely, RECEIVED BY: _____________ DATE: ____________________ REVIEWED BY: _____________ Date: COMPLIANCE STATUS: YES/NO ---------------------------- ------------- SIGNATURE ---------------------------- TITLE SIXTH LOAN MODIFICATION AGREEMENT This Sixth Loan Modification Agreement (this "Loan Modification Agreement") of the Agreement. The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate is entered into as of the date March 20, 2007, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of this Certificatebusiness at 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000 and with a loan production office located at One Xxxxxx Executive Park, Suite 200, 0000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("Bank") and CONSTANT CONTACT, INC., f/k/a ROVING SOFTWARE INCORPORATED, a Delaware corporation with its chief executive office located at 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxxxxx 00000 ("Borrower").
Appears in 1 contract
Samples: Loan and Security Agreement (Constant Contact, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. ByCALIPER LIFE SCIENCES, INC. By /s/ Xxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Senior Vice President and CFO NOVASCREEN BIOSCIENCES CORPORATION By /s/ Xxx Xxxxxxxxxxx ByXxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Vice President, Finance XENOGEN CORPORATION By /s/ Xxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Vice President, Finance CALIPER LIFE SCIENCES LTD. By /s/ Xxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Vice President, Finance SILICON VALLEY BANK By /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ACACIA COMMUNICATIONSCALIPER LIFE SCIENCES, INC. NOVASCREEN BIOSCIENCES CORPORATION XENOGEN CORPORATION CALIPER LIFE SCIENCES, LTD. The undersigned authorized officer officers of Acacia CommunicationsCaliper Life Sciences, Inc. Inc., NovaScreen Biosciences Corporation, Xenogen Corporation and Caliper Life Sciences, Ltd. (individually and collectively, jointly and severally, “Borrower”) certifies certify that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly Quarterly consolidated and consolidating financial statements with Compliance Certificate Monthly Quarterly within 30 45 days Yes No Annual consolidated and consolidating financial statement (CPA Audited) FYE within 180 + XX XXX within120 days Yes No 10-QA/R & A/P Agings; Deferred Revenue report, 10-K and 8-K Within 5 cash report Monthly within 15 days after filing with SEC Yes No Board-approved Projections First Business Day of month following Board approval, but at least annually Transaction Reports Weekly and with each Advance request Yes No Maintain at all times (tested monthly on a consolidated basis): Minimum EBITDA * $ Board approved projections Annually, as revised Yes No Minimum Net Income The following intellectual property was registered after the Effective Date (if no registrations, state “None”) ** $ Yes No * As set forth in See Section 6.11(a6.9(b) of the Agreement. ** As set forth in Section 6.11(b) of the Agreement. Loan and Security Agreement The following financial covenant analysis analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) Caliper Life Sciences, Inc. BANK USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: NovaScreen Biosciences Corporation Verified: By: Date: Name: Title: Compliance Status: Yes No Xenogen Corporation By: Name: Title: Caliper Life Sciences, Ltd. By: Name: Title:
Appears in 1 contract
Samples: Loan Modification Agreement (Caliper Life Sciences Inc)
