COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGS: ENDOCHOICE, INC., as a Borrower ECPM HOLDINGS, LLC. By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director The undersigned ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as of September 9, 2013, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGS, LLC By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICE, INC., et al. The undersigned authorized officer of ENDOCHOICE, INC. (for itself and on behalf of each other co-borrower, 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, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes No
Appears in 2 contracts
Samples: Loan Modification Agreement (ECPM Holdings, LLC), Loan Modification Agreement (ECPM Holdings, LLC)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGS: ENDOCHOICE, INC., as a Borrower ECPM HOLDINGS, LLC. By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower ENDOCHOICE INTERNATIONAL, LLC, as a Borrower By /s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director Vice President The undersigned ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as of September 9, 2013, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGS, LLC ENDOCHOICE SCOPE SERVICES, LLC By /s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO Title: CFO PATHOPTIONS, LLC By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICE, INC., et al. The undersigned authorized officer of ENDOCHOICE, INC. (for itself and on behalf of each other co-borrower, 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, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes No
Appears in 2 contracts
Samples: Loan Modification Agreement (ECPM Holdings, LLC), Loan Modification Agreement (ECPM Holdings, LLC)
COUNTERSIGNATURE. This Loan and Security Modification Agreement shall become effective only when it shall have been executed by Borrower each Lender and BankBorrower. HOLDINGS: ENDOCHOICEENPHASE ENERGY, INC.. BRIDGE BANK, as a Borrower ECPM HOLDINGS, LLC. By NATIONAL ASSOCIATION By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx Xxxxxxxx Name: Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Xxxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx NameSVP COMERICA BANK By: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Xxxxxx Name: Xxxxxx X. Xxxx Xxxxxx Title: Director The undersigned ratifiesSVP Borrower: ENPHASE ENERGY, confirms and reaffirms, all and singularINC. I, the terms undersigned Secretary or Assistant Secretary of ENPHASE ENERGY, INC. (the “Corporation”), HEREBY CERTIFY that the Corporation is organized and conditions existing under and by virtue of a certain Unconditional Guaranty the laws of the State of Delaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and a certain Guarantor Security Agreement2 are true and complete copies of the Certificate of Incorporation, as amended, and the Restated Bylaws of the Corporation, each dated as of September 9, 2013, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith shall remain which is in full force and effect and shall in no way be limited by on the execution date hereof. I FURTHER CERTIFY that pursuant to the Unanimous Written Consent of the Directors of the Corporation, the following resolutions (the “Resolutions”) were adopted. BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Loan Modification AgreementCorporation, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith. ECPM HOLDINGS, LLC By whose actual signatures are shown below: Xxxx Nahi Chief Executive Officer /s/ Xxxx Nahi Xxxxxxx Xxxxx Chief Financial Officer /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICE, INC., et al. The undersigned authorized officer of ENDOCHOICE, INC. (Xxxxx Xxxx Xxxxxx Controller /s/ Xxxx Xxxxxx ____________ __________________________________________ acting for itself and on behalf of each other co-borrowerthis Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Bridge Bank, National Association and Comerica Bank (collectively, the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “AgreementLenders”), (1) Borrower is in complete compliance for on such terms as may be agreed upon between the period ending with all required covenants except as noted belowofficers, (2) there are no Events of Defaultemployees, (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 agents of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) Corporation and the last Business Day Lenders, such sum or sums of each month when a Streamline Period is not money as in effecttheir reasonable judgment should be borrowed, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes Nowithout limitation.
Appears in 2 contracts
Samples: Loan and Security Agreement (Enphase Energy, Inc.), Loan and Security Agreement (Enphase Energy, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGSThis Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. SPIRE CORPORATION By: ENDOCHOICE/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxxx Chairman & CEO CFO and Treasurer SPIRE SOLAR, INC By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxxx Chairman & CEO CFO and Treasurer SPIRE BIOMEDICAL,INC By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxxx Chairman & CEO CFO and Treasurer SPIRE SEMICONDUCTOR, LLC By: Spire Corporation, a Massachusetts corporation, its sole Member and Manager By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxxx Chairman & CEO CFO and Treasurer SILICON VALLEY BANK By: /s/ Xxxx Xxxxxx Xxxx Xxxxxx VP I, an authorized officer of SPIRE CORPORATION, SPIRE SOLAR, INC., as a Borrower ECPM HOLDINGS, LLC. By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director The undersigned ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as of September 9, 2013, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGS, LLC By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICE, INC., et al. The undersigned authorized officer of ENDOCHOICESPIRE BIOMEDICAL, INC. and SPIRE SEMICONDUCTOR, LLC (for itself jointly and on behalf of each other co-borrowerseverally, the individually and collectively, “Borrower”) certifies that certify under the terms Amended and conditions of the Restated Export-Import Bank Loan and Security Agreement between Borrower and Bank (as amended, the “Exim Agreement”), ) between Borrower and Silicon Valley Bank (1“Bank”) Borrower is in complete compliance as follows for the period ending _____________________________ (all capitalized terms used herein shall have the meaning set forth in the Exim Agreement): Each Financed Receivable is an Eligible Foreign Account; Borrower is the owner with legal right to sell, transfer, assign and 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 required covenants except its obligations as noted belowof the Advance Request and Invoice Transmittal date; Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, (2) there 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 Events 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 DefaultCollateral; No representation, (3) all representations and warranties 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 Agreement certificates or statement not misleading. All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Financed Receivable are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower's Books are genuine and in all respects what they purport to be; All sales and other transactions underlying or giving rise to each Financed Receivable shall comply in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be with all applicable to any representations laws and warranties that already are qualified or modified by materiality in the text thereofgovernmental rules and regulations; and providedTo the best of Borrower's knowledge, further all signatures and endorsements on all documents, instruments, and agreements relating to each Financed Receivable are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. Borrower and each 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 those representations 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 warranties expressly referring 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 specific date shall be trueMaterial Adverse Change. Borrower has good title to the Collateral, accurate and complete 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 of 1940, as amended. Neither Borrower nor any of such dateits Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, (4) 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 of its Subsidiaries, Subsidiary has timely filed all required tax returns and reportspaid, 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. With respect to Exim Inventory Placeholder Invoices, Borrower has timely paid represents and warrants that all foreign, federal, state of Borrower's Inventory which is the subject of any Exim Inventory Placeholder Invoice is and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant will continue 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, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) Yes No 10Eligible Export-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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes NoRelated Inventory.
Appears in 2 contracts
Samples: Loan Modification Agreement (SPIRE Corp), Loan Modification Agreement (SPIRE Corp)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGS: ENDOCHOICE, INC., as a Borrower ECPM HOLDINGS, LLC. LLC By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO VP - Finance Name: Xxxxxxx X. Xxxxxxx Title: CFO VP - Finance XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO VP - Finance BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director The undersigned ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as of September 9, 2013, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGS, LLC By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO VP - Finance TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICE, INC., et al. The undersigned authorized officer of ENDOCHOICE, INC. (for itself and on behalf of each other co-borrower, 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, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes No
Appears in 2 contracts
Samples: Loan Modification Agreement (ECPM Holdings, LLC), Loan Modification Agreement (ECPM Holdings, LLC)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGSThis 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: ENDOCHOICEBANK: VOXWARE, INC., as a Borrower ECPM HOLDINGS, LLC. By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By By: /s/ Xxxx Commons By: /s/ Xxxxxx X. Xxxxxx ---------------------------------- ---------------------------------- Name: Xxxx Commons Name: Xxxxxx X. Xxxx Xxxxxx -------------------------------- -------------------------------- Title: Director Vice President & CFO Title: Relationship Manager ------------------------------- ------------------------------- The undersigned undersigned, VERBEX ACQUISITION CORPORATION, a Delaware corporation ("Guarantor") hereby: (i) ratifies, confirms and reaffirms, all and singular, the terms and conditions of (A) a certain Unconditional Unlimited Guaranty and of the obligations of Borrower to Bank dated January 27, 2004 (the "Guaranty"), (B) a certain Security Agreement by Guarantor in favor of Bank dated January 27, 2004 (the "Security Agreement, each dated as of September 9, 2013, and each document executed in connection therewith, and Agreement");(ii) acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor and Security Agreement and each document executed in connection therewith shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (iii) 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. ECPM HOLDINGS, LLC By VERBEX ACQUISITION CORPORATION /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO Xxxx Commons ------------------------------------ EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICEVOXWARE, INC., et al. The undersigned authorized officer of ENDOCHOICEVoxware, INC. (for itself and on behalf of each other co-borrowerInc., the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, 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, 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 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 AgreementPLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. Monthly REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- -------- Interim financial statements with Compliance Certificate CC Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX FYE within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 30 120 days Yes No Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) Board Minutes Monthly and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days as requested by Bank Yes No The following Intellectual Property was registered after the end of each month when Closing Date (if blank, read "None") ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------ ------------- ------------ ----------------- FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------------------------------------------------ ------------- ------------ ----------------- ------------------------------------------------------------ ------------- ------------ ----------------- Maintain on a Streamline Period is in effect Monthly Basis: ------------------------------------------------------------ ------------- ------------ ----------------- Minimum Adjusted Quick Ratio 1.5:1.0 _____:1.0 Yes No Projections FYE within 30 days ------------------------------------------------------------ ------------- ------------ ----------------- Maintain on a Intra-Quarterly and Quarterly Basis ------------------------------------------------------------ ------------- ------------ ----------------- Minimum Tangible Net Worth $_______* $_______ Yes NoNo ------------------------------------------------------------ ------------- ------------ ----------------- ------------------------------------------------------------ ------------- ------------ ----------------- *As set forth in Section 6.11(b) ------------------------------------------------------------ ------------- ------------ ----------------- ---------------------------------------------- COMMENTS REGARDING EXCEPTIONS: See Attached. BANK USE ONLY Received by: -------------------------------- Sincerely, AUTHORIZED SIGNER Date: -------------------------------------- --------------------------------------- SIGNATURE Verified: -------------------------------------- ----------------------------------- TITLE AUTHORIZED SIGNER Date: -------------------------------------- --------------------------------------- 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. HOLDINGSBy: ENDOCHOICEName: Title: /s/ Xxx Xxxxx Xxx Xxxxx CEO By: Name: Title: /s/ Xxx Xxxxx Xxx Xxxxx CEO By: Name: Title: /s/ Xxx Xxxxx Xxx Xxxxx CEO By: Name: Title: /s/ Xxx Xxxxx Xxx Xxxxx CEO By: Name: Title: /s/ Xxx Xxxxx Xxx Xxxxx CEO By: Name: Title: /s/ Xxx Xxxxx Xxx Xxxxx CEO By: Name: Title: /s/ Xxx Xxxxx Xxx Xxxxx CEO By: Name: Title: /s/ Xxx Xxxxx Xxx Xxxxx CEO REAL GOODS SOLAR, INC., as a Borrower ECPM HOLDINGS, LLC. By (solely for purposes of Section 6) By: /s/ Xxxxxxx X. Xxxxxxx Xxx Xxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Xxx Xxxxx CEO By: /s/ Elisa Sun Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director Elisa Sun Relationship Manager The undersigned ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as of September 9December 19, 20132012, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGS, LLC By By: /s/ Xxxxxxx X. Xxxxxxx Xxx Xxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO Xxx Xxxxx CEO TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICEREAL GOODS ENERGY TECH, INC. ET. AL. The undersigned authorized officer of REAL GOODS ENERGY TECH, INC., et al. The undersigned authorized officer of ENDOCHOICE, INC. (for itself and on behalf of each other co-borrower, 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, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 20 days Yes No Transaction Reports (i) Weekly and with each request for an Advance, a Credit Extension (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when Monthly within 20 days during a Streamline Period is not in effect, and (iiiPeriod) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections Within 20 days of board approval (no later than 60 days after FYE – for FY 2013, on or before December 31, 2012) Yes No Deferred 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) Monthly within 30 days Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) Streamline Period (Qualified Cash minus the total outstanding Obligations of Borrower owed to Bank) $ 2,000,000 $ Yes No The following financial covenant 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.”) REAL GOODS ENERGY TECH, INC. BANK USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: Verified: Date: Compliance Status: Yes No
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. HOLDINGSThis Loan Modification Agreement is executed as of the date first written above. By: ENDOCHOICE/s/ 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: Executive Vice President & General Counsel By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: Vice President A Member of SVB Financial Group I, an authorized officer of EVERYDAY HEALTH, INC., as a Borrower ECPM HOLDINGS, LLC. By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director The undersigned ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as of September 9, 2013, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGSEVERYDAY HEALTH MEDIA, LLC By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICEand MEDPAGE TODAY, INC.L.L.C. (jointly and severally, et al. The undersigned authorized officer of ENDOCHOICEindividually and collectively, INC. (for itself and on behalf of each other co-borrower, the “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, 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 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) + XX XXX within 180 days (for FYE ended December 31legal right to sell, 2013transfer, on or before August 15, 2014) Yes No 10-Q, 10-K assign and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 30 days Yes No Transaction Reports (i) with each request for an Advance, (ii) encumber such Financed Receivable; The correct amount is on the 15th (or the immediately preceding Business Day if the 15th Advance Request and Invoice Transmittal and is not a Business Day) and the last Business Day of each month when a Streamline Period disputed; 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 (except with respect to Permitted Deferred Revenue); 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 effectdefault, has not been previously sold, assigned, transferred, or pledged and (iii) within fifteen (15) days after is free of any liens, security interests and encumbrances other than Permitted Liens; There are no defenses, offsets, counterclaims or agreements for which the end 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 each month when 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 Streamline Period is material fact or omits to state a material fact necessary to make the statement contained in effect Yes No Projections FYE within 30 days Yes Nothe 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. HOLDINGS: ENDOCHOICE, INC., This Loan Modification Agreement is executed as a Borrower ECPM HOLDINGSsealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By:____________________________________ By:____________________________________ Name:__________________________________ Name:_________________________________ Title:___________________________________ Title:___________________________________ By:____________________________________ Name:__________________________________ Title:___________________________________ The undersigned, LLC. By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXXAlvarion Israel (2003) Ltd., M.D.a company organized under the laws of the State of Israel, INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director The undersigned hereby (i) ratifies, confirms confirms, and reaffirms, all and an singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each (A) the Secured Guarantee dated as of September 9June 21, 20132011 (the “Guarantee”), and each document executed in connection therewith, and (B) the 2003 IP Agreement; (ii) acknowledges, confirms and agrees that the Unconditional Guaranty, Guarantee and the Guarantor Security 2003 IP Agreement and each document executed in connection therewith shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (iii) acknowledges, confirms and agrees that the Obligations of Borrower to Bank under the Guarantee include, without limitation, all Obligations of Borrower to Bank under the Loan Agreement, as amended by the Loan Modification Agreement. ECPM HOLDINGS, LLC By /s/ Xxxxxxx X. Xxxxxxx By:____________________________________ Name: Xxxxxxx X. Xxxxxxx :__________________________________ Title: CFO :___________________________________ TO: SILICON VALLEY BANK FROM: ALVARION LTD. AND ALVARION, INC. Date: FROM: ENDOCHOICE, INC., et al. _________________________ The undersigned authorized officer of ENDOCHOICEAlvarion Ltd. and Alvarion, INC. Inc. (for itself and on behalf of each other co-borrowercollectively, 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, if any, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) Yes No 1020-Q, 10-K F and 86-K Within 5 days after filing with SEC Yes No Borrowing Base Certificate A/R & A/P Agings and Deferred Revenue report Monthly within 20 days (when an Advance is outstanding or an Advance request has been made) Yes No Board approved projections Within 40 days of FYE Yes No List of Accounts and Cash Balances Monthly within 30 days Yes No Transaction Reports (i) with each request for an Advance, (ii) on the 15th The following Intellectual Property was registered (or the immediately preceding Business Day if the 15th is not a Business Dayregistration application submitted) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes NoEffective 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. HOLDINGSThis 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: ENDOCHOICEBANK: VOXWARE, INC., as a Borrower ECPM HOLDINGS, LLC. By SILICON VALLEY BANK By: /s/ Xxxx Commons By: /s/ Xxxxxxx X. Xxxxxxx Xxxxx --------------------------------- ------------------------------------ Name: Xxxx Commons Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Xxxxx ------------------------------- ---------------------------------- Title: CFO Name: Xxxxxxx X. Xxxxxxx Chief Financial Officer Title: CFO XXXXXX X. XXXXXRelationship Manager ------------------------------ --------------------------------- The undersigned, M.D.VERBEX ACQUISITION CORPORATION, INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx NameDelaware corporation ("Guarantor") hereby: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director The undersigned (i) ratifies, confirms and reaffirms, all and singular, the terms and conditions of (A) a certain Unconditional Unlimited Guaranty and of the obligations of Borrower to Bank dated January 27, 2004 (the "Guaranty"), (B) a certain Security Agreement by Guarantor in favor of Bank dated January 27, 2004 (the "Security Agreement, each dated as of September 9, 2013, and each document executed in connection therewith, and Agreement");(ii) acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor and Security Agreement and each document executed in connection therewith shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (iii) 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. ECPM HOLDINGS, LLC By VERBEX ACQUISITION CORPORATION /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO Xxxx Commons ------------------------------- Xxxx Commons Chief Financial Officer EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: ____________________ FROM: ENDOCHOICEVOXWARE, INC., et al. The undersigned authorized officer of ENDOCHOICEVoxware, INC. Inc. (for itself and on behalf of each other co-borrower, 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, if any, 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 generally 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 ------------------------------------------------------------- ---------------------------------------- --------------------- ------------------------------------------------------------- ---------------------------------------- --------------------- Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Compliance Certificate ------------------------------------------------------------- ---------------------------------------- --------------------- Annual financial statement (CPA Audited) + XX XXX within 180 120 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 ------------------------------------------------------------- ---------------------------------------- --------------------- Board approved projections Annually Yes No Transaction Reports ---------------------------------------------------------------------------------------------------------------------------- The following Intellectual Property was registered after the Effective Date (iif no registrations, state "None") ---------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------- --------------- --------------- ---------------------- FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES --------------------------------------------------------------------- --------------- --------------- ---------------------- --------------------------------------------------------------------- --------------- --------------- ---------------------- --------------------------------------------------------------------- --------------- --------------- ---------------------- Minimum Cash Balances $1,600,000.00 $ Yes No --------------------------------------------------------------------- --------------- --------------- ---------------------- Minimum Tangible Net Worth $______ * $ Yes No --------------------------------------------------------------------- --------------- --------------- ---------------------- * As set forth in Section 6.11(b) of the Agreement The following financial covenant analys[is][es] 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 each request for an Advancerespect to the certification above: (If no exceptions exist, (iistate "No exceptions to note.") on -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------- ----------------------------------------- Voxware, Inc. 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 Dated: ____________________ In the 15th (or the immediately preceding Business Day if the 15th is not event of a Business Day) conflict between this Schedule and the last Business Day Loan Agreement, the terms of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes NoLoan Agreement shall control.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGS: ENDOCHOICE, INC., This Loan Modification Agreement is executed as a Borrower ECPM HOLDINGS, LLCsealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By /s/ Xxxxxxx X. Xxxxxxx NameBy: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Xxxxx By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxx Xxxxx Name: Xxxxxx X. Xxxxx Title: Director CFO & COO Title: Vice President The undersigned 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 and a certain Guarantor Security Agreement, each of the obligations of Borrower to Bank dated as of September 9November 2, 20132009 (as amended, the “Guaranty”), and each document executed (ii) a certain Security Agreement by Guarantor in connection therewithfavor of Bank dated as of November 2, and 2009 (as amended, the “Security Agreement”); (b) acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Guaranty and Security Agreement and each document executed in connection therewith shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, 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. ECPM HOLDINGS, LLC By /s/ Xxxxxxx X. Xxxxxxx By: Name: Xxxxxxx /s/ Xxxxxx X. Xxxxxxx Xxxxx Xxxxxx X. Xxxxx Title: CFO & COO TO: SILICON VALLEY BANK FROM: SOUNDBITE COMMUNICATIONS, INC. Date: FROM: ENDOCHOICE, INC., et al. The undersigned authorized officer of ENDOCHOICESoundBite Communications, INC. Inc. (for itself and on behalf of each other co-borrower, the “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, if any, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes No.
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. HOLDINGSThis 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: ENDOCHOICEMERCURY COMPUTER SYSTEMS, INC., as a Borrower ECPM HOLDINGS, LLC. By /s/ Xxxxxxx X. Xxxxxxx NameBy: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director Senior Vice President, Chief Financial Officer, and Treasurer BANK: SILICON VALLEY BANK By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President The undersigned undersigned, LNX CORPORATION, a Massachusetts Corporation, hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreementin favor of Bank dated January 18, each dated as of September 9, 2013, and each document executed in connection therewith, 2011 (the “Guarantee”) and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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 herewiththerewith. ECPM HOLDINGS, LLC By LNX CORPORATION By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx Xxxx Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxx Title: CFO Treasurer The undersigned, MERCURY FEDERAL SYSTEMS, INC., a Delaware Corporation, hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty in favor of Bank dated February 12, 2010 (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. MERCURY FEDERAL SYSTEMS, INC. By: /s/ Xxxxxx XxXxxxxx Name: Xxxxxx XxXxxxxx Title: Treasurer TO: SILICON VALLEY BANK 000 Xxxxx Xxxxxx, Xxxxx 0-000 Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xx. Xxxx Xxxxxxx RE: Loan and Security Agreement dated as of February 12, 2010 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), by and between Mercury Computer Systems, Inc. (“Borrower”) and Silicon Valley Bank (the “Bank”) Ladies and Gentlemen: The undersigned refers to the Loan Agreement, the terms defined therein and used herein as so defined, and hereby gives you notice irrevocably, pursuant to Section 3.4(a) of the Loan Agreement, of the borrowing of an Advance.
1. The Funding Date, which shall be a Business Day, of the requested borrowing is .
2. The aggregate amount of the requested borrowing is $ .
3. The requested Credit Extension shall consist of $ of Advances.
4. The requested Credit Extension shall consist of $ of Prime Rate Credit Extensions and $ of LIBOR Credit Extensions.
5. The duration of the Interest Period for the LIBOR Credit Extension included in the requested Credit Extension shall be month(s). The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Credit Extension before and after giving effect thereto, and to the application of the proceeds therefrom, as applicable:
(a) all representations and warranties of Borrower contained in the Loan Agreement are true, accurate and complete in all material respects as of the date hereof;
(b) no Default or Event of Default has occurred and is continuing, or would result from such proposed Advance; and
(c) the requested Advance will not cause the aggregate principal amount of the outstanding Advances to exceed, as of the designated Funding Date, the Availability Amount. BORROWER MERCURY COMPUTER SYSTEMS, INC. By: Name: Title: For internal Bank use only % TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICEMercury Computer Systems, INC., et al. Inc. The undersigned authorized officer of ENDOCHOICEMercury Computer Systems, INC. Inc. (for itself and on behalf of each other co-borrower, 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 or 6.4 of the Agreement, ; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if any, 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 Quarterly Financial Statements Quarterly within 45 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 90 days Yes No Transaction Reports (i) with each request for an Advance, (ii) on the 15th Annual projections Within 45 days of year end Yes No The following Intellectual Property was registered (or the immediately preceding Business Day if the 15th is not a Business Dayregistration application submitted) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes NoEffective Date (if no registrations, state “None”)
Appears in 1 contract
Samples: Loan Modification Agreement (Mercury Computer Systems Inc)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGS: ENDOCHOICEThis Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. EXCHANGE APPLICATIONS, INC. SILICON VALLEY BANK, d/b/a SILICON VALLEY EAST By______________________________ By___________________________ President or Vice President Title________________________ By______________________________ Secretary or Ass't Secretary EXSTATIC SOFTWARE, INC., formerly known as a Borrower ECPM HOLDINGS, LLC. By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D.GINO BORLAND, INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. . By______________________________ President xx Xxxx Name: Xxxxxx X. Xxxx Title: Director Xxxxident By______________________________ Secretary or Ass't Secretary The undersigned ratifies, confirms each ratify confirm and reaffirmsreaffirm, all and singular, the terms and conditions of a certain Unconditional Guaranty Guaranties each dated April 24, 2001 (collectively, the "Guaranty") and a certain Guarantor Security Agreement dated April 24, 2001 (the "Security Agreement") and acknowledge, each dated as of September 9, 2013, confirm and each document executed in connection therewith, and acknowledges, confirms and agrees agree that the Unconditional Guaranty, Guaranty and the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGSFurther, LLC By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICEthe undersigned each hereby grant to Bank, INC.and reaffirm the grant to Bank of, et ala continuing security interest in and to the property listed on Exhibit A to the Security Agreement to secure the Obligations. The undersigned authorized officer of ENDOCHOICEACTION SYSTEMS, INC. By:___________________________ Name: Title: CUSTOMER ANALYTICS HOLDINGS, INC. By:___________________________ Name: Title: CUSTOMER ANALYTICS, INC. By:___________________________ Name: Title: EXCHANGE APPLICATIONS SECURITIES CORPORATION By:___________________________ Name: Title: KNOWLEDGE STREAM PARTNERS, INC. By:___________________________ Name: Title: This First Loan Modification Agreement (for itself and on behalf of each other co-borrower, the “Borrower”this "Loan Modification Agreement') 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 entered into as of such date_______________, 2001, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan proxxxxxxx xxxxxx xxxxxxx xx Xxx Xxxxxx Xxxxxxxxx Xark, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business xxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" (4"Xxxx") Borrowerxxx XXCHANGE APPLICATIONS, INC. d/b/a Xchange, Inc., One Lincoln Plaza, 89 South Street, Boston, Massachusetts 02110 and each of its SubsidiariesXXXXXXXX XXXXXXXX, has timely filed all required tax returns and reportsXXX., and Borrower has timely paid all foreignxxxxxxxx xxxxx xx Xxxx Xxxxxxx, federalXxx., state and local taxes4555 Roosevelt Way Seattle, assessmentsWashington 98105(herxxxxxxxx, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreementxxllectivexx, and (5) no Liens have been levied or claims made against Borrower or any of its 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes Noxxx "Xxxxxxxx").
Appears in 1 contract
Samples: Loan Modification Agreement (Exchange Applications Inc)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by each Borrower and Bank. HOLDINGSThis Loan Modification Agreement is executed as of the Eighth Loan Modification Effective Date. By: ENDOCHOICE, INC., as a Borrower ECPM HOLDINGS, LLC. By /s/ Xxxxxxx X. Xxxxxxx M. Xxxxxx Xxxx By: /s/ Xxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ M. Xxxxxx X. Xxxx Name: Xxx Xxxxxxxxx Title: Chief Financial Officer Title: Vice President By: /s/ M. Xxxxxx X. Xxxx Name: M. Xxxxxx Xxxx Title: Chief Financial Officer By: /s/ M. Xxxxxx Xxxx Name: M. Xxxxxx Xxxx Title: Chief Financial Officer The undersigned, M. Xxxxxx Xxxx, Director of ATRICURE EUROPE, B.V., a company organized under the laws of The undersigned Netherlands and a wholly owned Subsidiary of Borrower, ratifies, confirms and reaffirms, all and singular, the terms and conditions of (i) a certain Unconditional Guaranty dated as of September 26, 2012 (the “Guaranty”) and (ii) a certain Guarantor Security Agreement, each dated as of September 926, 2013, and each document executed in connection therewith2012 (the “Guarantor Security Agreement”), and acknowledges, confirms and agrees that the Unconditional Guaranty, Guaranty and the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGS, LLC By /s/ Xxxxxxx X. Xxxxxxx M. Xxxxxx Xxxx Name: Xxxxxxx X. Xxxxxxx M. Xxxxxx Xxxx Title: CFO Director TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICEATRICURE, INC.. ATRICURE, et al. LLC ENDOSCOPIC TECHNOLOGIES, LLC The undersigned authorized officer of ENDOCHOICEAtricure, INC. Inc. (for itself and on behalf of each other co-borrower, the “Borrower”) certifies for itself and each other Borrower 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, if any, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes 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). HOLDINGS: ENDOCHOICEThis Loan Modification Agreement is executed as of the date first written above. ("BORROWER") LIGHTBRIDGE, INC., as a Borrower ECPM HOLDINGS, LLC. By /s/ Xxxxxxx X. Xxxxxxx NameBy: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Xxxxxxxx, Xx. --------------------------- Name: Xxxxxx X. Xxxx Xxxxxxxx, Xx. --------------------------- Title: Director The undersigned ratifiesChief Financial Officer --------------------------- (BANK) SILICON VALLEY BANK, confirms and reaffirmsdoing business as SILICON VALLEY EAST By:______________________________________ Name:____________________________________ Title:___________________________________ SILICON VALLEY BANK By:______________________________________ Name:____________________________________ Title:___________________________________ (signed in Santa Xxxxx County, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as of September 9, 2013, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGS, LLC By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO California) EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICELIGHTBRIDGE, INC., et al. The undersigned authorized officer of ENDOCHOICELIGHTBRIDGE, INC. (for itself and on behalf of each other co-borrower, the “Borrower”) hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, 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, if any, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes Nounder "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. HOLDINGSThis Loan Modification Agreement is executed as of the Fifth Loan Modification Effective Date. By: ENDOCHOICE, INC., as a Borrower ECPM HOLDINGS, LLC. By /s/ Xxxxxxx X. Xxxxxxx M. Xxxxxx Xxxx By: /s/ Xxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ M. Xxxxxx X. Xxxx Name: Xxx Xxxxxxxxx Title: Vice President and Chief Financial Officer Title: Relationship Manager By: /s/ M. Xxxxxx X. Xxxx Name: M. Xxxxxx Xxxx Title: Director Vice President and Chief Financial Officer The undersigned undersigned, Vice President and Chief Financial Officer of ATRICURE EUROPE, B.V., a company organized under the laws of The Netherlands and a wholly owned Subsidiary of Borrower, ratifies, confirms and reaffirms, all and singular, the terms and conditions of (i) a certain Unconditional Guaranty Guarantee dated as of September 26, 2012 (the “Guaranty”) and (ii) a certain Guarantor Security Agreement, each dated as of September 926, 2013, and each document executed in connection therewith2012 (the “Guarantor Security Agreement”), and acknowledges, confirms and agrees that the Unconditional Guaranty, Guaranty and the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGS, LLC By /s/ Xxxxxxx X. Xxxxxxx M. Xxxxxx Xxxx Name: Xxxxxxx X. Xxxxxxx M. Xxxxxx Xxxx Title: CFO TOVice President and Chief Financial Officer The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: SILICON VALLEY BANK Date: FROM: ENDOCHOICEAll goods, INC., et al. The undersigned authorized officer of ENDOCHOICE, INC. Accounts (for itself and on behalf of each other coincluding health-borrower, the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (1) Borrower including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is in complete compliance for the period ending with evidenced by a writing), securities, and all required covenants except as noted belowother investment property, (2) there are no Events of Defaultsupporting obligations, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; providedfinancial assets, howeverwhether now owned or hereafter acquired, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofwherever located; and provided, further that those representations and warranties expressly referring all Borrower’s Books relating to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrowerthe foregoing, and each of its Subsidiariesany and all claims, has timely filed all required tax returns rights 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, 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 interests 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 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 Agreementforegoing. Notwithstanding the foregoing, the Collateral does not include more than sixty-five percent (65%) of the presently existing and that compliance is determined not just at hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have holder thereof to vote for directors or any other matter (other than the meanings given them in capital stock of Atricure B.V., to the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on extent contemplated by the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes NoDutch Security Documents).
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGS[The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as of the Seventh Loan Modification Effective Date. BORROWER: ENDOCHOICEATRICURE, INC., as a Borrower ECPM HOLDINGS, LLC. By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By By: /s/ M. Xxxxxx X. Xxxx By: /s/ Xxx Xxxxxxxxx Name: M. Xxxxxx Xxxx Name: Xxx Xxxxxxxxx Title: Chief Financial Officer Title: Vice President II ATRICURE, LLC By: /s/ M. Xxxxxx X. Xxxx Name: M. Xxxxxx Xxxx Title: Director Chief Financial Officer ENDOSCOPIC TECHNOLOGIES, LLC By: /s/ M. Xxxxxx Xxxx Name: M. Xxxxxx Xxxx Title: Chief Financial Officer The undersigned undersigned, of ATRICURE EUROPE, B.V., a company organized under the laws of The Netherlands and a wholly owned Subsidiary of Borrower, ratifies, confirms and reaffirms, all and singular, the terms and conditions of (i) a certain Unconditional Guaranty dated as of September 26, 2012 (the “Guaranty”) and (ii) a certain Guarantor Security Agreement, each dated as of September 926, 2013, and each document executed in connection therewith2012 (the “Guarantor Security Agreement”), and acknowledges, confirms and agrees that the Unconditional Guaranty, Guaranty and the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGSATRICURE EUROPE, LLC B.V. By /s/ Xxxxxxx X. Xxxxxxx M. Xxxxxx Xxxx Name: Xxxxxxx X. Xxxxxxx M. Xxxxxx Xxxx Title: CFO Director EXHIBIT A Collateral Description The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; 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. Notwithstanding the foregoing, the Collateral does not include more than sixty-five percent (65%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter. Exhibit B to Seventh Loan Modification Agreement EXHIBIT B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICEATRICURE, INC.. ATRICURE, et al. LLC ENDOSCOPIC TECHNOLOGIES, LLC The undersigned authorized officer of ENDOCHOICEAtricure, INC. Inc. (for itself and on behalf of each other co-borrower, the “Borrower”) certifies for itself and each other Borrower 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, if any, 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; quarterly within 30 days if no outstanding Advances Yes No Monthly payable & receivable items, check registers, general ledger, & reconciliations Monthly within 15 days or quarterly within 30 days if no outstanding Advances Yes No Borrower financial statements with Compliance Certificate Monthly within 30 days or quarterly within 30 days if no outstanding Advances Yes No Annual financial statement (CPA Audited) + XX XXX FYE within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 30 120 days Yes No Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) Annual budgets and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) projections 30 days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes No
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. HOLDINGS: ENDOCHOICE, INC., This Loan Modification Agreement is executed as a Borrower ECPM HOLDINGSsealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above, LLC. By By: /s/ Xxxxxxx X. Xxxxxxx Xxxx Xxxxx By: /s/ Xxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Xxxx Xxxxx Name: Xxxx Xxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXXVP The undersigned, M.D.CyOptics International Holding Co., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director The undersigned ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as of September 9May 21, 20132008 (as amended, and each document executed in connection therewith, the “Co. Guaranty”) and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith Co. 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. ECPM HOLDINGS, LLC By By: /s/ Xxxxxxx X. Xxxxxxx Xxxx Xxxxx Name: Xxxxxxx X. Xxxxxxx Xxxx Xxxxx Title: CFO TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICEThe undersigned, INC.CyOptics International Holding LLC, et al. The undersigned authorized officer of ENDOCHOICEratifies, INC. (for itself confirms and on behalf of each other co-borrowerreaffirms, the “Borrower”) certifies that under all and singular, the terms and conditions of the Loan and Security Agreement between Borrower and Bank a certain Unconditional Guaranty dated as of May 21, 2008 (as amended, the “LLC Guaranty”) and acknowledges, confirms and agrees that the LLC 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/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: CFO This Second Loan Modification Agreement (this “Loan Modification 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 entered into 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, 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) + XX XXX within 180 days (for FYE ended December 31, 20132009, on or before August 15by and between SILICON VALLEY BANK, 2014) Yes No 10-Qa California corporation, 10-K with its principal place of business at 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000 and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 30 days Yes No Transaction Reports a loan production office located at One Xxxxxx Executive Park, Suite 200, 0000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day“Bank”) and the last Business Day of each month when CYOPTICS, INC., a Streamline Period is not in effectDelaware corporation with its chief executive office located at 0000 Xxxxxxxx Xxxxxxxxx, and Breinigsville, Pennsylvania 18031 (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes No“Borrower”).
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGS: ENDOCHOICE, INC., This Loan Modification Agreement is executed as a Borrower ECPM HOLDINGS, LLCsealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By /s/ Xxxxxxx BORROWER:SPIRE CORPORATIONBy:___/s/ Xxxxx X. Xxxxxxx NameLittle__Name: Xxxxxxx Xxxxx X. Xxxxxxx By /s/ Xxxxxxx LittleTitle: Chairman & CEO By:___/s/ Xxxxxx X. Xxxxxxx TitleLieberman__Name: Xxxxxx X. LiebermanTitle: CFO Name& Treasurer SPIRE SOLAR, XXX.Xx:___/s/ Xxxxx X. Little__Name: Xxxxxxx Xxxxx X. Xxxxxxx TitleLittleTitle: Director & President By:___/s/ Xxxxxx X. Lieberman__Name: Xxxxxx X. LiebermanTitle: CFO XXXXXX & Treasurer SPIRE OPTOELECTRONICS, XXX.Xx:___/s/ Xxxxx X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx Little__Name: Xxxxx X. Xxxxxxx NameLittleTitle: Xxxxxxx Director & President By:___/s/ Xxxxxx X. Xxxxxxx TitleLieberman__Name: Xxxxxx X. LiebermanTitle: CFO BANK: & Treasurer SILICON VALLEY BANK By By: /s/ Xxxxxx X. Xxxx Xxxxx Sperling_____ Name: Xxxxxx X. Xxxx Xxxxx Xxxxxxxx Title: Director The undersigned ratifiesVice President I, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as of September 9, 2013, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGS, LLC By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICE, INC., et al. The undersigned an authorized officer of ENDOCHOICESPIRE CORPORATION, SPIRE SOLAR, INC. and SPIRE OPTOELECTRONICS, INC. (for itself jointly and on behalf of each other co-borrowerseverally, the individually and collectively, “Borrower”) certifies that certify under the terms Amended and conditions of the Restated Export-Import Bank Loan and Security Agreement between Borrower and Bank (as amended, the “Exim Agreement”), ) between Borrower and Silicon Valley Bank (1“Bank”) Borrower is in complete compliance as follows for the period ending _____________________________ (all capitalized terms used herein shall have the meaning set forth in the Exim Agreement): Each Financed Receivable is an Eligible Foreign Account; Borrower is the owner with legal right to sell, transfer, assign and 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 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. All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Financed Receivable are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower's Books are genuine and in all respects what they purport to be; All sales and other transactions underlying or giving rise to each Financed Receivable shall comply in all material respects with all applicable laws and governmental rules and regulations; and To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to each Financed Receivable are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. Borrower and each 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 of 1940, as amended. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005. 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 covenants 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 noted belowcurrently 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. With respect to Exim Inventory Placeholder Invoices, Borrower represents and warrants that all of Borrower’s Inventory which is the subject of any Exim Inventory Placeholder Invoice is and will continue to be Eligible Export-Related Inventory. The undersigned represents and warrants that as of the date hereof the foregoing is true, complete and correct, that the information reflected in this Compliance Certificate complies with the representations and warranties set forth in the Exim Agreement and the Borrower Agreement dated December 20, 2012, as may be amended, modified, restated, replaced or supplemented from time to time, as if all representations and warranties were made as of the date hereof, and that Borrower is, and shall remain, in full compliance with its agreements, covenants, and obligations under such agreements. Such representations and warranties include, without limitation, the following: Borrower is using disbursements only for the purpose of enabling Borrower to finance the cost of manufacturing, purchasing or selling items intended for export. Borrower is not using disbursements for the purpose of: (2a) there servicing any of Borrower’s unrelated pre-existing or future indebtedness; (b) acquiring fixed assets or capital goods for the use of Borrower’s business; (c) acquiring, equipping, or renting commercial space outside the United States; or (d) paying salaries of non-U.S. citizens or non-U.S. permanent residents who are no Events located in the offices of Defaultthe United States. Additionally, disbursements are not being used to finance the manufacture, purchase or sale of all of the following: (3a) all Items to be sold to a buyer located in a country in which the Export Import Bank of the United States is legally prohibited from doing business; (b) that part of the cost of the items which is not U.S. Content unless such part is not greater than fifty percent (50.0%) of the cost of the items and is incorporated into the items in the United States; (c) defense articles or defense services or items directly or indirectly destined for use by military organizations designed primarily for military use (regardless of the nature or actual use of the items); or (d) any items to be used in the construction, alteration, operation or maintenance of nuclear power, enrichment, reprocessing, research or heavy water production facilities. All other representations and warranties in the Exim 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, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes NoDefault.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGS: ENDOCHOICE, INC., This Loan Modification Agreement is executed as a Borrower ECPM HOLDINGS, LLCsealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Xxxxxxxxx Xxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By VP By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director The undersigned undersigned, GLOBALOPTIONS GROUP, INC. (“Guarantor”) hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of (a) a certain Unconditional Guaranty (the “Guaranty”) dated as of March 31, 2008, executed and delivered by Guarantor, pursuant to which Guarantor unconditionally guaranteed the prompt, punctual and faithful payment and performance of all Obligations of Borrower to Bank, (b) a certain Security Agreement (the “Security Agreement”) dated as of March 31, 2008, between Guarantor and Bank, pursuant to which Guarantor granted Bank a continuing first priority security interest in the Collateral (as the term is defined therein) to secure the payment and performance of the Obligations under the Guaranty in accordance with the terms of the Security Agreement, each and (c) a certain Intellectual Property Security Agreement (the “IP Agreement”) dated as of September 9March 31, 20132008, between Guarantor and each document executed Bank, pursuant to which Guarantor granted Bank a continuing first priority security interest in connection therewiththe Intellectual Property Collateral (as the term is defined therein) to secure the payment and performance of the Obligations under the Guaranty in accordance with the terms of the IP Agreement. In addition, and Guarantor acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement, and IP Agreement and each document executed in connection therewith 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. ECPM HOLDINGS, LLC By /s/ Xxxxxxx X. Xxxxxxx By: /s/Xxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxxxxx Title: CFO TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICEChairman and CEO I, INC., et al. The undersigned an authorized officer of ENDOCHOICEGlobalOptions, INC. Inc. and The Bode Technology Group, Inc. (for itself individually and on behalf of each other co-borrowercollectively, the jointly and severally, “Borrower”) certifies that certify under the terms Fourth Amended and conditions of the Restated Loan and Security Agreement between Borrower and Bank Agreement, as amended from time to time (as amended, the “Agreement”) between Borrower and Silicon Valley Bank (“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 Advance Request and Invoice Transmittal and is not disputed; 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; 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. Borrower and each 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, (1) 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 have been used by Borrower or any Subsidiary or, t o 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 covenants except as noted below, (2) there are no Events financial covenant set forth in Section 6.7 of Default, (3) all the Agreement. All other 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, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes NoDefault.
Appears in 1 contract
Samples: Loan Modification Agreement (GlobalOptions Group, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGS: ENDOCHOICE, INC., This Loan Modification Agreement is executed as a Borrower ECPM HOLDINGS, LLCsealed instrument as of the date first written above. By /s/ Xxxxxxx X. Xxxxxxx NameBy: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx XxXxxxxx By: Name: Xxxxxx X. Xxxx XxXxxxxx Name: Title: Director Chief Executive Officer Title: By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Chief Executive Officer By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Chief Executive Officer The undersigned undersigned, TRUSTWAVE LIMITED, a company registered in England & Wales, ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security AgreementDeed of Guarantee in favor of Bank dated September 25, each dated as of September 9, 2013, and each document executed in connection therewith, 2008 (the “Guarantee”) and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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 herewiththerewith. ECPM HOLDINGS, LLC By By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx XxXxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxxxx XxXxxxxx Title: CFO Chief Executive Officer and President 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: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Chief Executive Officer and President TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICETRUSTWAVE HOLDINGS, INC. TRUSTWAVE INTERMEDIATE, INC. TW VERICEPT CORPORATION The undersigned authorized officers of TRUSTWAVE HOLDINGS, INC., et al. The undersigned authorized officer of ENDOCHOICETRUSTWAVE INTERMEDIATE, INC. and TW VERICEPT CORPORATION (for itself individually and on behalf of each other co-borrowercollectively, jointly and severally, the “Borrower”) certifies 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 5.8 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its 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 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) + XX XXX FYE within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 150 days* Yes No 10-QBoard Approved Projections Annually, 10-K and 8-K Within 5 within 30 days after filing with SEC year end Yes No Borrowing Base Certificate (together with A/R & A/P Agings Agings, and deferred revenue report) Monthly within 30 days Yes No Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Audit Annually Yes No Projections FYE within 30 days Maintain on a Monthly Basis: Liquidity $ 10,000,000 $ Yes NoNo * 8/15/2009 for FY 2007; 10/31/09 for FY 2008
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 Lender and BankBorrower. HOLDINGS: ENDOCHOICEBIOLASE, INC.. WESTERN ALLIANCE BANK, as a Borrower ECPM HOLDINGS, LLC. By AN ARIZONA CORPORATION By: /s/ Xxxxxxx Jxxx X. Xxxxxxx Xxxxxx By: Name: Xxxxxxx Jxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Xxxxxx Name: Title: EVP & CFO Title: 9/28/18 BL ACQUISITION CORP. By: /s/ Jxxx X. Xxxxxx Name: Xxxxxxx Jxxx X. Xxxxxxx Xxxxxx Title: EVP & CFO XXXXXX 9/28/18 BL ACQUISITION II INC. By: /s/ Jxxx X. XXXXX, M.D.Xxxxxx Name: Jxxx X. Xxxxxx Title: EVP & CFO 9/28/18 BIOLASE, INC.. WESTERN ALLIANCE BANK, as a Borrower By AN ARIZONA CORPORATION By: By: /s/ Xxxxxxx X. Xxxxxxx Vxxxxx Le Name: Xxxxxxx X. Xxxxxxx Name: Vxxxxx Le Title: CFO BANKTitle: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx SVP BL ACQUISITION CORP. By: Name: Xxxxxx X. Xxxx Title: Director The undersigned ratifiesBL ACQUISITION II INC. By: Name: Title: TO: WESTERN ALLIANCE BANK, confirms and reaffirmsan Arizona corporation (“Lender”) FROM: BIOLASE, all and singularINC. (“Parent”), the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as of September 9, 2013BL ACQUISITION CORP. (“BL Acquisition”), and each document executed in connection therewithBL ACQUISITION II INC. (“BL Acquisition II”, and acknowledgestogether with Parent and BL Acquisition, confirms individually and agrees that the Unconditional Guarantycollectively, the Guarantor Security Agreement jointly and each document executed in connection therewith shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreementseverally, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith. ECPM HOLDINGS, LLC By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICE, INC., et al. “Borrower”) The undersigned authorized officer of ENDOCHOICEBiolase, INC. (for itself and Inc., on behalf of each other co-borrowerall Borrowers, the “Borrower”) hereby certifies that under in accordance with the terms and conditions of the Loan and Security Business Financing Agreement between Borrower and Bank Lender (as amended, 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, if any, 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 with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes No.
Appears in 1 contract
Samples: Business Financing Modification Agreement (Biolase, Inc)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGS[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: ENDOCHOICEBANK: IBASIS, INC., as a Borrower ECPM HOLDINGS, LLC. By SILICON VALLEY BANK By: /s/ Xxxxxxx X. Xxxxxxx Richard Tennant By: /s/ Michael Tramack ------------------- ------------------- Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Richard Tennant Name: Michael Tramack --------------- --------------- Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director The Senior Vice President --- --------------------- Each of the undersigned hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain each of its Unconditional Guaranty and a certain Guarantor Guaranty, Security Agreement, IP Security Agreement (if applicable) and Perfection Certificate, in each dated as of September 9, 2013case executed in connection with the Loan Agreement, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each such document executed in connection therewith 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. ECPM HOLDINGSIBASIS GLOBAL, LLC By INC. IBASIS RETAIL, INC. By: /s/ Xxxxxxx X. Xxxxxxx Richard Tennant By: /s/ Richard Tennanx ------------------- --------------- Name: Xxxxxxx X. Xxxxxxx Richard Tennant Name: Richard Tennanx --------------- --------------- Title: CFO Title: CFO --- --- IBASIS SECURITIES CORPORATION KPN INTERNATIONAL NETWORK SERVICES, INC. By: /s/ Richard Tennant By: /s/ Richard Tennanx ------------------- ------------------- Name: Richard Tennant Name: Richard Tennanx --------------- --------------- Title: CFO Title: CFO --- --- EXHIBIT A --------- BORROWING BASE CERTIFICATE EXHIBIT B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: ----------------------- FROM: ENDOCHOICEIBASIS, INC., et al. The undersigned authorized officer of ENDOCHOICEIBASIS, INC. (for itself and on behalf of each other co-borrower, 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, 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 Please indicate compliance status by circling Yes/No under "Complies" column. ---------------------------------------------------------------------------------------------------- Reporting Covenant Required Complies ================================================ ================================ ================== ------------------------------------------------ -------------------------------- ------------------ Quarterly consolidated and consolidating Quarterly within 45 days Yes No financial statements with Compliance Certificate Monthly within 30 days Yes No ------------------------------------------------ -------------------------------- ------------------ Annual financial statement (CPA Audited) + XX XXX CC FYE within 180 120 days (for FYE ended December 31, 2013, on or before August 15, 2014) Yes No ------------------------------------------------ -------------------------------- ------------------ 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No SEC ------------------------------------------------ -------------------------------- ------------------ A/R & A/P Agings Agings, Borrowing Base and Transaction Monthly within 30 days Yes No Transaction Reports ------------------------------------------------ -------------------------------- ------------------ Other filings with the SEC or any other Within 10 days after filing Yes No regulatory agency ------------------------------------------------ -------------------------------- ------------------ A/R Agings and unbilled revenue reports (iif On the 15th and the 30th of each Yes No required by month, Bank) as required ------------------------------------------------ -------------------------------- ------------------ The following Intellectual Property was registered after the Effective Date and since the last Compliance Certificate was provided to the Bank (if no registrations, state "None") ---------------------------------------------------------------------------------------------------- Financial Covenant Required Actual Complies ================================================ ============== ============== ================= ------------------------------------------------ -------------- -------------- ----------------- Maintain on a Quarterly Basis: ------------------------------------------------ -------------- -------------- ----------------- Minimum Adjusted Quick Ratio _____:1.0 _____:1.0 Yes No ------------------------------------------------ -------------- -------------- ----------------- Minimum Consolidated EBITDA $_______ $_______ Yes No ------------------------------------------------ -------------- -------------- ----------------- Minimum Cash Flow of Borrower (if required) $_____ $_____ Yes No ------------------------------------------------ -------------- -------------- ----------------- The following financial covenant 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 each request for an Advancerespect to the certification above: (If no exceptions exist, state "No exceptions to note.") -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- IBASIS, INC. BANK USE ONLY By: ______________________ Received by: _____________________ Name:_____________________ AUTHORIZED SIGNER Title: __________________ Date: ____________________________ Verified: ________________________ AUTHORIZED SIGNER Date: ____________________________ Compliance Status: Yes No Schedule 1 to Compliance Certificate ------------------------------------ Financial Covenants of Borrower ------------------------------- Dated: ____________________
I. Adjusted Quick Ratio (Section 6.9(i)) Required: _____:1.00 Actual:
A. Aggregate value of the unrestricted cash and cash equivalents of Borrower and its Subsidiaries at Bank $ ----- ----------------------------------------------------------------------------- ---------- B. Aggregate value of the net billed accounts receivable of Borrower and its Subsidiaries $ ----- ----------------------------------------------------------------------------- ---------- Aggregate value of the Investments with maturities of fewer than 12 months C. of Borrower and it Subsidiaries $ ----- ----------------------------------------------------------------------------- ---------- D. Quick Assets (the sum of lines A through C) $ ----- ----------------------------------------------------------------------------- ---------- E. Aggregate value of Obligations to Bank $ ----- ----------------------------------------------------------------------------- ---------- F. Aggregate value of liabilities of Borrower and its Subsidiaries (including all Indebtedness) that matures within one (1) $ ----- ----------------------------------------------------------------------------- ---------- G. Current Liabilities (the sum of lines E and F) $ ----- ----------------------------------------------------------------------------- ---------- H. Aggregate value of all amounts received or invoiced by Borrower in advance of performance under contracts and not yet recognized as revenue $ ----- ----------------------------------------------------------------------------- ---------- I Line G minus line H $ ----- ----------------------------------------------------------------------------- ---------- J. Adjusted Quick Ratio (line D divided by line I) ----- ----------------------------------------------------------------------------- ---------- Is line J equal to or greater than ___:1:00? No, not in compliance Yes, in compliance ------ ------
II. Consolidated EBITDA of Borrower and its Subsidiaries(Section 6.9(ii)) Required: at least (a) $7,500,000, with respect to the fiscal quarters ending March 31, 2008 and June 30, 2008, (iib) on $9,000,000, with respect to the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effectfiscal quarter ending September 30, 2008, and (iiic) within fifteen (15) days after $10,000,000, with respect to the end of fiscal quarter ending December 31, 2008 and with respect to each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes Nofiscal quarter thereafter Actual:
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGSThis 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: ENDOCHOICEBy: Name: Name: Title: Title: The undersigned, AS&E GLOBAL, INC., as a Borrower ECPM HOLDINGS, LLC. By /s/ Xxxxxxx X. Xxxxxxx NameMassachusetts corporation (“Guarantor”) hereby: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director The undersigned (i) ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional (A) Unlimited Guaranty dated August 11, 2003 (the “Guaranty”), and (B) a certain Security Agreement by Guarantor in favor of the Bank dated August 11, 2003, as amended by that certain First Amendment to Security Agreement, each Agreement dated as of September 9even date herewith (as amended, 2013, the “Security Agreement”); and each document executed in connection therewith, and (ii) acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Guaranty and Security Agreement and each document executed in connection therewith 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 (iii) 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. ECPM HOLDINGS, LLC By /s/ Xxxxxxx X. Xxxxxxx By: Name: Xxxxxxx X. Xxxxxxx Title: CFO TOThe Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: SILICON VALLEY BANK Date: FROM: ENDOCHOICEAll goods, INC.Accounts (including health-care receivables), et alEquipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, all certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; 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. The undersigned authorized officer of ENDOCHOICE, INC. (for itself and on behalf of each other co-borrowerNotwithstanding the foregoing, 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 belowCollateral does not include any Intellectual Property; provided, however, that such materiality qualifier the Collateral shall not be applicable to any representations include all Accounts 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 proceeds 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 Intellectual Property. Pursuant to the terms of Section 5.9 a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of the Agreementits Intellectual Property without Bank’s prior written consent. Borrower: American Science and Engineering, and Inc. Lender: Silicon Valley Bank Commitment Amount: $30,000,000.00
(1) Accounts Receivable Book Value as of $
(2) Additions (please explain on reverse) $
(3) TOTAL ACCOUNTS RECEIVABLE $ ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
(4) Amounts over 90 days due $
(5) no Liens have been levied Balance of 50% over 90 day accounts $
(6) Credit balances over 90 days $
(7) Concentration Limits $
(8) Foreign Accounts $
(9) Governmental Accounts $
(10) Contra Accounts $ (11) Promotion or claims made against Borrower or any of its 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 Demo Accounts $ (CPA Audited12) + XX XXX within 180 days Intercompany/Employee Accounts $ (for FYE ended December 31, 2013, on or before August 15, 201413) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes NoDisputed Accounts $
Appears in 1 contract
Samples: Loan Modification Agreement (American Science & Engineering Inc)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGS: ENDOCHOICE, INC., This Loan Modification Agreement is executed as a Borrower ECPM HOLDINGS, LLCsealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By /s/ Xxxxxxx BORROWER: BANK: SKILLSOFT CORPORATION (as Agent and SILICON VALLEY BANK Borrower) By: /Xxxxxx X. Xxxxxxx XxXxxxxx/ By: /Xxxxxxx X. Xxxx/ --------------------------------- ------------------------------------ Name: Xxxxxx X. XxXxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Xxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D.Relationship Manager XXXXX00X0.XXX, INC., as a Borrower By /s/ Xxxxxxx . By: /Xxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx XxXxxxxx/ --------------------------------- Name: Xxxxxx X. Xxxx XxXxxxxx Title: Director CFO The undersigned undersigned, SkillSoft Finance Ltd, hereby: (i) ratifies, confirms and reaffirms, all and singular, the terms and conditions of (A) a certain Unconditional Unlimited Guaranty dated July 23, 2004 (the "Guaranty"), and (B) a certain Pledge Agreement by Guarantor Security in favor of Bank dated July 23, 2004 (the "Pledge Agreement, each dated as of September 9, 2013, and each document executed in connection therewith, and "); (ii) acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Guaranty and Pledge Agreement and each document executed in connection therewith shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, the transactions contemplated hereby, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (iii) 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. ECPM HOLDINGS, LLC By /s/ Xxxxxxx SKILLSOFT FINANCE LTD. By: /XXXXXX X. Xxxxxxx XXXXXXXX/ ------------------------------------ Name: Xxxxxxx Xxxxxx X. Xxxxxxx XxXxxxxx Title: CFO TOThe undersigned, Skillsoft Plc, hereby: SILICON VALLEY BANK Date: FROM: ENDOCHOICE(i) ratifies, INC.confirms and reaffirms, et al. The undersigned authorized officer of ENDOCHOICEall and singular, INC. (for itself and on behalf of each other co-borrower, the “Borrower”) certifies that under the terms and conditions of a certain Unlimited Guaranty dated July 23, 2004 (the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”"Guaranty"), (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, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on acknowledges, confirms and agrees that the 15th (Guaranty shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, the transactions contemplated hereby, or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not any other documents, instruments and/or agreements executed and/or delivered in effect, connection herewith; and (iii) within fifteen (15) days after acknowledges, confirms and agrees that the end obligations of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes NoBorrower 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.
Appears in 1 contract
Samples: Loan and Security Agreement (Skillsoft Public Limited Co)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower Borrower, Agent and BankLenders. HOLDINGSThis 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: ENDOCHOICELENDERS: A123 SYSTEMS, INC.. SILICON VALLEY BANK, as a Borrower ECPM HOLDINGSAgent 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. By , its General Partner By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxx Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXXManager TERM LOAN Silicon Valley Bank $ 1,250,000.00 41.66 % Gold Hill Venture Lending 03, M.D.L.P. $ 1,750,000.00 58.34 % TOTAL $ 3,000,000.00 100.00 % 2007 TERM LOAN Silicon Valley Bank $ 10,000,000.00 100 % Gold Hill Venture Lending 03, INC.L.P. $ 0 0 % TOTAL $ 10,000,000.00 100 % 2008 TERM LOAM Silicon Valley Bank $ 15,000,000.00 100 % Gold Hill Venture Lending 03, as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director The undersigned ratifiesL.P. $ 0 0 % TOTAL $ 15,000,000.00 100 % REVOLVING LINE Silicon Valley Bank $ 8,000,000.00 100 % Gold Hill Venture Lending 03, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as of September 9, 2013, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGS, LLC By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO L.P. $ 0 0 % TOTAL $ 8,000,000.00 100 % TO: SILICON VALLEY BANK Date: BANK, AS AGENT FROM: ENDOCHOICEA123 SYSTEMS, INC., et al. The undersigned authorized officer of ENDOCHOICEA123 Systems, INC. (for itself and on behalf of each other co-borrower, the “Borrower”) Inc. 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 trae 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 tree 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, 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 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) + XX XXX FYE within 180 days (for FYE ended December 31Yes No Borrowing Base Certificate w/ A/R and A/P agings, 2013, on or before August 15, 2014) 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 A/R & A/P Agings Monthly Projections Annually, within 30 days of Board approval Yes No Transaction Reports (i) with each request for an Advance, (ii) Maintain on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Monthly Basis: Minimum. Liquidity Ratio 2.0:1.0 :1.0 Yes No Projections FYE within 30 days Tangible Net Worth $ * $ Yes NoNo * As set forth in Section 6.8(b) of the Agreement. Comments Regarding Exceptions: See Attached. AGENT USE ONLY Received by: A123 Systems, Inc. Sincerely, Date: Verified: Date Signature Compliance Status: Yes No Title Date Borrower: A123 Systems, Inc. Lender: Silicon Valley Bank Commitment Amount: $8,000,000.00
1. Accounts Receivable (invoiced) Book Value as of $ 2. Additions (please explain on reverse) $ 3. TOTAL ACCOUNTS RECEIVABLE $ ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
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 each Borrower and Bank. HOLDINGSThis Loan Modification Agreement is executed as of the First Loan Modification Effective Date. By: ENDOCHOICE, INC., as a Borrower ECPM HOLDINGS, LLC. By /s/ Xxxxxxx X. Xxxxxxx NameM. Xxxxxx Xxxx By: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ M. Xxxxxx X. Xxxx Name: M. Xxxxxx X. Xxxx Name: M. Xxxxxx Xxxx Title: SVP and Chief Financial Officer Title: SVP and Chief Financial Officer ENDOSCOPIC TECHNOLOGIES, LLC nCONTACT SURGICAL, LLC By: /s/ M. Xxxxxx Xxxx By: /s/ M. Xxxxxx Xxxx Name: M. Xxxxxx Xxxx Name: M. Xxxxxx Xxxx Title: SVP and Chief Financial Officer Title: SVP and Chief Financial Officer By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Director The undersigned undersigned, M. Xxxxxx Xxxx, Director of ATRICURE EUROPE, B.V., a company organized under the laws of The Netherlands and a wholly owned Subsidiary of Borrower, ratifies, confirms and reaffirms, all and singular, the terms and conditions of (i) a certain Unconditional Guaranty and dated as of September 26, 2012 (the “Guaranty”) (ii) a certain Guarantor Security Agreement, each dated as of September 926, 20132012 (the “Guarantor Security Agreement”), and each document executed (iii) the Dutch Security Documents (as in connection therewitheffect on the date hereof, the “Dutch Security Documents”), and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith the Dutch Security Documents 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. ECPM HOLDINGS ATRICURE EUROPE, LLC By B.V. By: /s/ Xxxxxxx X. Xxxxxxx M. Xxxxxx Xxxx Name: Xxxxxxx X. Xxxxxxx M. Xxxxxx Xxxx Title: CFO Managing Director Exhibit A to First Loan Modification Agreement TO: :SILICON VALLEY BANK DateBANKDate: FROM: ENDOCHOICEATRICURE, INC., et al. ATRICURE, LLC, ENDOSCOPIC TECHNOLOGIES, LLC and nCONTACT SURGICAL, LLC The undersigned authorized officer of ENDOCHOICEAtricure, INC. Inc. (for itself and on behalf of each other co-borrower, the “Borrower”) certifies for itself and each other Borrower that under the terms and conditions of the Second 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, if any, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days 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. HOLDINGS: ENDOCHOICE, INC., This Loan Modification Agreement is executed as a Borrower ECPM HOLDINGS, LLCsealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By By: /s/ Xxxxxxx Xx X. Xxxxxxx Xxxxxxxxxx By: /s/ Xxxx Xxxxxx Name: Xxxxxxx Xx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Xxxxxxxxxx Name: Xxxx Xxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx CEO Title: CFO XXXXXX X. XXXXXVice President The undersigned, M.D.CyOptics International Holding Co., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director The undersigned ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as of September 9May 21, 20132008 (as amended, and each document executed in connection therewith, the “Co. Guaranty”) and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith Co. 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. ECPM HOLDINGS, LLC By By: /s/ Xxxxxxx Xx X. Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xx X. Xxxxxxx Xxxxxxxxxx Title: CFO TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICECEO The undersigned, INC.CyOptics International Holding LLC, et al. The undersigned authorized officer of ENDOCHOICEratifies, INC. (for itself confirms and on behalf of each other co-borrowerreaffirms, the “Borrower”) certifies that under all and singular, the terms and conditions of the Loan and Security Agreement between Borrower and Bank a certain Unconditional Guaranty dated as of May 21, 2008 (as amended, the “LLC Guaranty”) and acknowledges, confirms and agrees that the LLC 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/ Xx X. Xxxxxxxxxx Name: Xx X. Xxxxxxxxxx Title: CEO This Second Loan Modification Agreement (this “Loan Modification 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 entered into as of such dateJune 20, 2011, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000 and with a loan production office located at 000 Xxxxx Xxxxxx, Xxxxx 0-000, Xxxxxx, Xxxxxxxxxxxxx 00000 (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, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day”) and the last Business Day of each month when CYOPTICS, INC., a Streamline Period is not in effectDelaware corporation with its chief executive office located at 0000 Xxxxxxxx Xxxxxxxxx, and Breinigsville, Pennsylvania 18031 (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes No“Borrower”).
Appears in 1 contract
Samples: Export Import Bank Loan and Security Agreement (Cyoptics Inc)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGS: ENDOCHOICE, INC., This Loan Modification Agreement is executed as a Borrower ECPM HOLDINGS, LLCsealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By By: /s/ Xxxxxxx Xxxxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx Xxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Chief Financial Officer Title: CFO XXXXXX X. XXXXXVice President The undersigned, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director The undersigned XXXXXX.XXX JAMAICA LIMITED (“Xxxxxx.xxx Jamaica Guarantor”) hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each (the “Guaranty”) dated as of September 9December 19, 20132008, executed and each document executed in connection therewithdelivered by Xxxxxx.xxx Jamaica Guarantor, pursuant to which Xxxxxx.xxx Jamaica Guarantor unconditionally guaranteed the prompt, punctual and faithful payment and performance of all Obligations of Borrower to Bank. In addition, Xxxxxx.xxx Jamaica Guarantor acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGS, LLC By XXXXXX.XXX JAMAICA LIMITED By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxxxx Xxxxxxx Title: CFO TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICEDirector and Secretary The undersigned, INC., et al. The undersigned authorized officer of ENDOCHOICE, INC. XXXXXX.XXX SECURITIES CORPORATION (for itself and on behalf of each other co-borrower, the “BorrowerXxxxxx.xxx Securities Guarantor”) certifies that under hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, a) a certain Unconditional Guaranty (the “AgreementGuaranty”), (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 dated as of such dateOctober 8, (4) Borrower2008, executed and each of its Subsidiariesdelivered by Xxxxxx.xxx Securities Guarantor, 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 which Xxxxxx.xxx Securities Guarantor unconditionally guaranteed the terms prompt, punctual and faithful payment and performance of Section 5.9 all Obligations of the AgreementBorrower to Bank, and (5b) no Liens have been levied or claims made against Borrower or any a certain Security Agreement (the “Security Agreement”) dated as of its SubsidiariesOctober 8, if any2008, relating between Xxxxxx.xxx Securities Guarantor and Bank, pursuant to unpaid employee payroll or benefits which Xxxxxx.xxx Securities Guarantor granted Bank a continuing first priority security interest in the Collateral (as the term is defined therein) to secure the payment and performance of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting Obligations under the certification. The undersigned certifies that these are prepared Guaranty 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 Security Agreement. In addition, Xxxxxx.xxx Securities Guarantor 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. XXXXXX.XXX SECURITIES CORPORATION By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Treasurer The undersigned, GENESYS SOFTWARE SYSTEMS, INC. (“Genesys Software Systems Guarantor”) hereby ratifies, confirms and that compliance is determined not just at reaffirms, all and singular, the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have and conditions of (a) a certain Unconditional Guaranty (the meanings given them in “Guaranty”) dated as of March 16, 2009, executed and delivered by Genesys Software Systems Guarantor, pursuant to which Genesys Software Systems Guarantor unconditionally guaranteed the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days (for FYE ended December 31prompt, 2013, on or before August 15, 2014) Yes No 10-Q, 10-K punctual and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 30 days Yes No Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) faithful payment and the last Business Day performance of each month when a Streamline Period is not in effectall Obligations of Borrower to Bank, and (iiib) within fifteen a certain Security Agreement (15the “Security Agreement”) days after dated March 16, 2009, between Borrower and Bank, pursuant to which Genesys Software Systems Guarantor granted Bank a continuing first priority security interest in the end Collateral (as the term is defined therein) to secure the payment and performance of each month when a Streamline Period is the Obligations under the Guaranty in accordance with the terms of the Security Agreement. In addition, Genesys Software Systems Guarantor acknowledges, confirms and agrees that the Guaranty and Security Agreement shall remain in full force and effect Yes No Projections FYE within 30 days Yes Noand 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. GENESYS SOFTWARE SYSTEMS, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Treasurer Borrower: Xxxxxx.xxx, Inc. Lender: Silicon Valley Bank Commitment Amount: $10,000,000 ACCOUNTS RECEIVABLE (based on the invoice date aging)
1. Accounts Receivable Book Value as of $ 2. Additions (please explain on reverse) $ 3. TOTAL ACCOUNTS RECEIVABLE $ ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGSThis Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the Fourth Loan Modification Effective Date. BORROWER: ENDOCHOICEBANK: IBASIS, INC., as a Borrower ECPM HOLDINGS, LLC. By SILICON VALLEY BANK By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx Xxxxxx III Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Xxxxxx III Title: Director The Sr. VP Finance & Admin. & CFO Title: Vice President Each of the undersigned hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain each of its Unconditional Guaranty and a certain Guarantor Guaranty, Security Agreement, IP Security Agreement (if applicable) and Perfection Certificate, in each dated as of September 9, 2013case executed in connection with the Loan Agreement, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each such document executed in connection therewith 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. ECPM HOLDINGSIBASIS GLOBAL, LLC By INC. IBASIS RETAIL, INC. By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Sr. VP Finance, Treasurer & CFO Title: CFO IBASIS SECURITIES CORPORATION KPN INTERNATIONAL NETWORK SERVICES, INC. By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Sr. VP Finance, Treasurer & CFO Title: CFO TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICEIBASIS, INC., et al. The undersigned authorized officer of ENDOCHOICEIBASIS, INC. (for itself and on behalf of each other co-borrower, 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, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days 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. HOLDINGS: ENDOCHOICE, INC., This Loan Modification Agreement is executed as a Borrower ECPM HOLDINGS, LLCsealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx Xxxxxx Name: Xxxxxxx X. Xxxx Title: President and CEO Title: Relationship Manager By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Secretary, SVP By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: President By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Director The undersigned undersigned, DATAWATCH INTERNATIONAL LIMITED, ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security AgreementDeed of Guarantee dated July 11, each dated as of September 9, 2013, and each document executed in connection therewith, 2006 (the “Guaranty”) and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGS, LLC By By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxx Hagger__________________ Name: Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxxx Title: CFO Director 56120/496 TO: SILICON VALLEY BANK Date: :____________________________ FROM: ENDOCHOICE, INC., et al. DATAWATCH CORPORATION DATAWATCH TECHNOLOGIES CORPORATION The undersigned authorized officer of ENDOCHOICE, INC. DATAWATCH CORPORATION and DATAWATCH TECHNOLOGIES CORPORATION (for itself and on behalf of each other co-borrower, 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, if any, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days 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. HOLDINGSThis Loan Modification Agreement is executed as of the date first written above. By: ENDOCHOICE, INC., as a Borrower ECPM HOLDINGS, LLC. By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Xxxxx By: /s/ Xxxxxx Xxxxx Name: Xxxxxx X. Xxxx 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/ Xxx Xxxxx Name: Xxx Xxxxx Title: Director The undersigned ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Second Amended and Restated Unconditional Guaranty and a certain Guarantor Second Amended and Restated Security Agreement, each dated as of September 9June 6, 20132014, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Second Amended and Restated Unconditional Guaranty, the Guarantor Second Amended and Restated Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGS, LLC By By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxx Name: Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxx Title: CFO Chief Executive Officer TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICEREAL GOODS ENERGY TECH, INC. ET. AL. The undersigned authorized officer of REAL GOODS ENERGY TECH, INC., et al. The undersigned authorized officer of ENDOCHOICE, INC. (for itself and on behalf of each other co-borrower, 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, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Annual Audited Financial Statements FYE within 120 days A/R & A/P Agings Monthly within 30 20 days Yes No Transaction Reports (i) Weekly and with each request for an Advance, a Credit Extension (iiMonthly within 20 days during a Streamline Period) Yes No Projections Within 20 days of board approval (no later than 60 days after FYE) Yes No Daily/Weekly Cash Flow Projections on the 15th fifteenth (or the immediately preceding Business Day if the 15th is not a Business Day15th) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE Deferred 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) Monthly within 30 days Yes NoNo Electronic viewing access to Xxxxx Fargo Account Ongoing Yes No The following Intellectual Property was registered after the 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. HOLDINGSThis 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: ENDOCHOICE/s/ S. Cxxxx Xxxx Name: S. Cxxxx Xxxx Title: Chief Financial Officer By: /s/ Jxxx X. Atenasoff Name: Jxxx X. Atenasoff Title: Vice President CORPORATE RESOLUTIONS FOR AMENDING LOAN ARRANGEMENT Sxxxx Xxxxxx ____, being the Secretary of NSI SOFTWARE, INC., as a Borrower ECPM HOLDINGScorporation duly organized, LLC. By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXXvalidly existing, M.D.and in good standing under the laws of the State of Delaware CERTIFIES that the following resolutions were adopted CHECK ONE þ at a duly called and conducted meeting of the Directors of said corporation held on at which a quorum was present and voting throughout, INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director The undersigned ratifies, confirms and reaffirms, all and singularo by the unanimous consent of the Directors of said corporation, the terms and conditions originals of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as which consents having been placed with the records of September 9, 2013meetings of Directors of said corporation, and are in conformity with the Certificate of Incorporation and By-Laws of said corporation (each document executed in connection therewith, as amended to date) and acknowledges, confirms and agrees that each of the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith shall remain following resolutions presently is in full force and effect without change: RESOLVED, That this corporation amend its loan arrangements with Silicon Valley Bank (hereinafter, with any successor, the “Bank”) in such manner as has been or is hereinafter discussed and shall in no way be limited negotiated by and between the execution Bank on the one hand and any of the following, acting on behalf of this Loan Modification Agreementcorporation, or any other documentson the other: Insert title, instruments only, if Persons to act on behalf of corporation have titles. Otherwise, insert names. S. Cxxxx Xxxx Chief Financial Officer In connection with the foregoing, each of said officers and/or agreements executed and/or delivered persons, acting as described above, is authorized to execute, seal, acknowledge, and deliver in connection herewith. ECPM HOLDINGS, LLC By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICE, INC., et al. The undersigned authorized officer the name of ENDOCHOICE, INC. (for itself and on behalf of this corporation such instruments, documents, and papers which relate thereto as may be appropriate, each other co-borrowerin such form and upon such terms as the officer(s) and/or person(s) so authorized determines, the “Borrower”such execution and delivery to be conclusive of such officer’(s) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”), (1and/or person’(s) 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 authority so to act in the Agreement are true name of and correct in all material respects on behalf of 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, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes Nocorporation.
Appears in 1 contract
Samples: Loan Modification Agreement (Double-Take Software, 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). HOLDINGS: ENDOCHOICE, INC., [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a Borrower ECPM HOLDINGSsealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: ROVING SOFTWARE INCORPORATED SILICON VALLEY BANK, LLC. By doing business as SILICON VALLEY EAST By: /s/ Xxxx Xxxxxxx X. By: --------------------------------- ------------------------------------ Name: Xxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx -------------------------------- ---------------------------------- Title: CFO Name: Xxxxxxx X. Xxxxxxx CEO Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: ------------------------------- --------------------------------- SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx By: ------------------------------------ Name: Xxxxxx X. Xxxx ---------------------------------- Title: Director The undersigned ratifies--------------------------------- (signed in Santa Xxxxx County, confirms California) CORPORATE RESOLUTIONS FOR AMENDING LOAN ARRANGEMENT Xxxx Xxxxxxx, being the Secretary of ROVING SOFTWARE INCORPORATED, a Delaware corporation duly organized, validly existing, and reaffirmsin good standing under the laws of the state of Delaware, all CERTIFIES that the following resolutions were adopted CHECK [xx] at a duly called and singularconducted meeting of the Directors of said ONE corporation held on July 29, 2004 at which a quorum was present and voting throughout, [ ] by the unanimous consent of the Directors of said corporation, the terms and conditions originals of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as which consents having been placed with the records of September 9, 2013meetings of Directors of said corporation, and are in conformity with the Certificate of Incorporation and By-Laws of said corporation (each document executed in connection therewith, as amended to date) and acknowledges, confirms and agrees that each of the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith shall remain following resolutions presently is in full force and effect without change: AMENDMENT OF LOAN ARRANGEMENT RESOLVED, That this corporation amend its loan arrangement(s) with Silicon Valley Bank (hereinafter, with any successor, the "Bank") in such manner as has been or is hereafter discussed and shall in no way be limited negotiated by and between the execution Bank on the one hand and any of the following, acting on behalf of this Loan Modification Agreementcorporation, or any other documentson the other: Insert title, instruments only, if Persons to act on behalf of CEO corporation have titles. Otherwise, insert names. _______________________ In connection with the foregoing, each of said officers and/or agreements executed and/or delivered persons, acting as described above, is authorized to execute, seal, acknowledge, and deliver in connection herewith. ECPM HOLDINGS, LLC By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICE, INC., et al. The undersigned authorized officer the name of ENDOCHOICE, INC. (for itself and on behalf of this corporation such instruments, documents, and papers which relate thereto as may be appropriate, each other co-borrowerin such form and upon such terms as the officer(s) and/or person(s) so authorized determines, the “Borrower”such execution and delivery to be conclusive of such officer'(s) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”), (1and/or person'(s) 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 authority so to act in the Agreement are true name of and correct in all material respects on behalf of 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, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes Nocorporation.
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. XTANT MEDICAL HOLDINGS: ENDOCHOICE, INC., as a Borrower ECPM HOLDINGS, LLC. By /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Chief Executive Officer BACTERIN INTERNATIONAL, INC. By /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: President X-SPINE SYSTEMS, INC. By /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Chief Executive Officer XTANT MEDICAL, INC. By /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Chief Executive Officer By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director The undersigned ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as of September 9, 2013, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGS, LLC By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO Vice President TO: SILICON VALLEY BANK Date: ___________________________ FROM: ENDOCHOICEXTANT MEDICAL HOLDINGS, INC.. BACTERIN INTERNATIONAL, et alINC. X-SPINE SYSTEMS, INC. XTANT MEDICAL, INC. The undersigned authorized officer of ENDOCHOICEXTANT MEDICAL HOLDINGS, INC. ., a Delaware corporation (for itself “Holdings”), BACTERIN INTERNATIONAL, INC., a Nevada corporation (“Bacterin”), X-SPINE SYSTEMS, INC., an Ohio corporation (“X-spine”), and on behalf of each other coXTANT MEDICAL, INC., a Delaware corporation (“Xtant”, and together with Holdings, Bacterin and X-borrowerspine, 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 (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, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes No.
Appears in 1 contract
Samples: Loan Modification Agreement (Xtant Medical Holdings, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGS: ENDOCHOICE, INC., This Loan Modification Agreement is executed as a Borrower ECPM HOLDINGS, LLCsealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By /s/ Xxxxxxx BORROWER:SPIRE CORPORATIONBy:___/s/ Xxxxx X. Xxxxxxx NameLittle___Name: Xxxxxxx Xxxxx X. Xxxxxxx By /s/ Xxxxxxx LittleTitle: Chairman & CEO By:___/s/ Xxxxxx X. Xxxxxxx TitleLieberman___Name: Xxxxxx X. LiebermanTitle: CFO Name& Treasurer SPIRE SOLAR, XXX.Xx:___/s/ Xxxxx X. Little___Name: Xxxxxxx Xxxxx X. Xxxxxxx TitleLittleTitle: Director & President By:___/s/ Xxxxxx X. Lieberman___Name: Xxxxxx X. LiebermanTitle: CFO XXXXXX & Treasurer SPIRE OPTOELECTRONICS, XXX.Xx:___/s/ Xxxxx X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx Little___Name: Xxxxx X. Xxxxxxx NameLittleTitle: Xxxxxxx Director & President By:___/s/ Xxxxxx X. Xxxxxxx TitleLieberman___Name: Xxxxxx X. LiebermanTitle: CFO BANK: & Treasurer SILICON VALLEY BANK By By: /s/ Xxxxxx X. Xxxx Xxxxx Sperling____ Name: Xxxxxx X. Xxxx Xxxxx Xxxxxxxx Title: Director The undersigned ratifiesVice President I, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as of September 9, 2013, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGS, LLC By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICE, INC., et al. The undersigned an authorized officer of ENDOCHOICESPIRE CORPORATION, SPIRE SOLAR, INC. and SPIRE OPTOELECTRONICS, INC. (for itself jointly and on behalf of each other co-borrowerseverally, the individually and collectively, “Borrower”) certifies that certify under the terms Second Amended and conditions of the Restated 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 _____________________________ (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 Advance Request and Invoice Transmittal and is not disputed; 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; 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. Borrower and each 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 of 1940, as amended. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005. 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 covenants 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 noted belowcurrently conducted except where the failure to obtain or make such consents, (2) there are no Events declarations, notices or filings would not reasonably be expected to cause a Material Adverse Change. Borrower is in compliance with the financial covenant set forth in Section 6.7 of Default, (3) all the Agreement. All other 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, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes NoDefault.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGSThis Loan Modification Agreement is executed as of the date first written above. BORROWER: ENDOCHOICE, INC., as a Borrower ECPM HOLDINGS, LLC. By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director The undersigned ratifiesVice President, confirms Chief Financial Officer and reaffirmsSecretary PROJECT VIKING II ACQUISITION, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as of September 9, 2013, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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 herewithINC. ECPM HOLDINGS, LLC By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO Vice President, Chief Financial Officer and Secretary By /s/ Jordan X. Xxxxxxx Name: Jordan X. Xxxxxxx Title: Vice President TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICEARI NETWORK SERVICES, INC.. PROJECT VIKING II ACQUISITION, et alINC. The undersigned authorized officer of ENDOCHOICEARI NETWORK SERVICES, INC. (for itself “ARI”), PROJECT VIKING II ACQUISITION, INC. (“Viking”, and on behalf of each other co-borrowertogether 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 (as amended, 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, if any, 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) + XX XXX FYE within 180 120 days (for FYE ended December 31, 2013, on or before August 15, 2014) Yes No 10-Q, 10-K and 8-K K, if applicable Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 30 days Yes No Transaction Reports (i) with each request for an Advance, (ii) on the 15th The following Intellectual Property was registered (or the immediately preceding Business Day if the 15th is not a Business Dayregistration application submitted) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes NoEffective 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. HOLDINGS: ENDOCHOICE, INC., This Loan Modification Agreement is executed as a Borrower ECPM HOLDINGS, LLCsealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By /s/ Xxxxxxx By: /S/ XXXXX X. Xxxxxxx XXXXXXXX By: /S/ XXXXXX X. XXXXXXX Name: Xxxxxxx Xxxxx X. Xxxxxxx By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXXVice-President The undersigned, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director The undersigned XXXXXX.XXX JAMAICA LIMITED (“Xxxxxx.xxx Jamaica Guarantor”) hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each (the “Guaranty”) dated as of September 9December 19, 20132008, executed and each document executed in connection therewithdelivered by Xxxxxx.xxx Jamaica Guarantor, pursuant to which Xxxxxx.xxx Jamaica Guarantor unconditionally guaranteed the prompt, punctual and faithful payment and performance of all Obligations of Borrower to Bank. In addition, Xxxxxx.xxx Jamaica Guarantor acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGS, LLC By /s/ Xxxxxxx X. Xxxxxxx XXXXXX.XXX JAMAICA LIMITED By: /S/ XXXXXXXX XXXXXXX Name: Xxxxxxx X. Xxxxxxxx Xxxxxxx Title: CFO Secretary The undersigned, XXXXXX.XXX SECURITIES CORPORATION (“Xxxxxx.xxx Securities Guarantor”) hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of (a) a certain Unconditional Guaranty (the “Guaranty”) dated as of October 8, 2008, executed and delivered by Xxxxxx.xxx Securities Guarantor, pursuant to which Xxxxxx.xxx Securities Guarantor unconditionally guaranteed the prompt, punctual and faithful payment and performance of all Obligations of Borrower to Bank, and (b) a certain Security Agreement (the “Security Agreement”) dated as of October 8, 2008, between Xxxxxx.xxx Securities Guarantor and Bank, pursuant to which Xxxxxx.xxx Securities Guarantor granted Bank a continuing first priority security interest in the Collateral (as the term is defined therein) to secure the payment and performance of the Obligations under the Guaranty in accordance with the terms of the Security Agreement. In addition, Xxxxxx.xxx Securities Guarantor 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. XXXXXX.XXX SECURITIES CORPORATION By: /S/ XXXXX X. XXXXXXXX Name: Xxxxx X. Xxxxxxxx Title: Treasurer The undersigned, GENESYS SOFTWARE SYSTEMS, INC. (“Genesys Software Systems Guarantor”) hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of (a) a certain Unconditional Guaranty (the “Guaranty”) dated as of March 16, 2009, executed and delivered by Genesys Software Systems Guarantor, pursuant to which Genesys Software Systems Guarantor unconditionally guaranteed the prompt, punctual and faithful payment and performance of all Obligations of Borrower to Bank, and (b) a certain Security Agreement (the “Security Agreement”) dated March 16, 2009, between Borrower and Bank, pursuant to which Genesys Software Systems Guarantor granted Bank a continuing first priority security interest in the Collateral (as the term is defined therein) to secure the payment and performance of the Obligations under the Guaranty in accordance with the terms of the Security Agreement. In addition, Genesys Software Systems Guarantor 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. GENESYS SOFTWARE SYSTEMS, INC. By: /S/ XXXXX X. XXXXXXXX Name: Xxxxx X. Xxxxxxxx Title: Treasurer TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICEXXXXXX.XXX, INC., et al. The undersigned authorized officer of ENDOCHOICEXxxxxx.xxx, INC. Inc. (for itself and on behalf of each other co-borrower, 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 or has validly extended 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, if any, 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 generally 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 30/45 days Yes No Annual financial statement statements (CPA Audited) + XX XXX FYE within 180 120 days (for FYE ended December 31, 2013, on or before August 15, 2014) Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly Quarterly within 30 45 days Yes No Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Board Projections FYE within 30 days 60 days, and as updated Yes No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankLenders. HOLDINGSThis Loan Modification Agreement is executed as of the date first written above. By: ENDOCHOICE/s/ Xxxxx Xxxxx By: /s/ A. Xxxxxx Xxxx Name: Xxxxx Xxxxx Name: A. Xxxxxx Xxxx Title: CFO Title: Vice President By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President The undersigned, INC., as a Borrower ECPM GAIN HOLDINGS, LLC. By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director The undersigned ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as of September 9March 29, 2013, and each document executed in connection therewith, 2006 (the “Guaranty”) and acknowledges, confirms and agrees that (i) the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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, and (ii) the Guaranty shall continue to pertain to all Obligations. ECPM HOLDINGS, LLC By By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxxx Title: CFO TOCEO To: SILICON VALLEY BANK DateSilicon Valley Bank 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 Attention: FROMCorporate Services Department Re: ENDOCHOICE, INC., et al. The undersigned authorized officer of ENDOCHOICE, INC. (for itself and on behalf of each other co-borrower, the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank dated as of March 29, 2006 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), by and among Gain Capital Holdings, Inc. (“Borrower”), Silicon Valley Bank (“SVB”), as agent (the “Agent”), and JPMorgan Chase Bank, N.A. (“JPMorgan”) (SVB and JPMorgan and collectively referred to as the “Lenders”) Ladies and Gentlemen: The undersigned refers to the Loan Agreement, the terms defined therein and used herein as so defined, and hereby gives you notice irrevocably, pursuant to Section 3.4(a) of the Loan Agreement, of the borrowing of a Credit Extension.
1) Borrower . The Funding Date, which shall be a Business Day, of the requested borrowing is in complete compliance .
2. The aggregate amount of the requested borrowing is $ .
3. The requested Credit Extension shall consist of $ of Prime Rate Credit Extensions and $_____ of LIBOR Credit Extensions.
4. The duration of the Interest Period for the period ending with all required covenants except as noted below, (2) there are no Events of Default, LIBOR Credit Extensions included in the requested Credit Extension shall be three (3) months. The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Credit Extension before and after giving effect thereto, and to the application of the proceeds therefrom, as applicable:
(a) all representations and warranties of Borrower contained in the Loan 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 the date hereof;
(b) no Default or Event of Default has occurred and is continuing, or would result from such dateproposed Credit Extension; and
(c) the requested Credit Extension will not cause the aggregate principal amount of the outstanding Credit Extensions to exceed, as of the designated Funding Date, the Term Loan Amount or the Revolving Line, as applicable. By: Name: Title: To: Silicon Valley Bank 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 Attention: Re: Loan and Security Agreement dated as of March 29, 2006 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), by and among Gain Capital Holdings, Inc. (“Borrower”), Silicon Valley Bank (“SVB”), as agent (the “Agent”), and JPMorgan Chase Bank, N.A. (“JPMorgan”) (SVB and JPMorgan and collectively referred to as the “Lenders”) Ladies and Gentlemen: The undersigned refers to the Loan Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 3.5 of the Loan Agreement, of the [conversion] [continuation] of the Credit Extensions specified herein, that:
1. The date of the [conversion] [continuation] is , 20____.
2. The type of Credit Extensions to be converted or continued are (Advances or Term Loan)
3. The aggregate amount of the proposed Credit Extensions to be [converted] is $ or [continued] is $ .
4. The Credit Extensions are to be [converted into] [continued as] [LIBOR] [Prime Rate] Credit Extensions.
5. The duration of the Interest Period for the LIBOR Credit Extensions included in the [conversion] [continuation] shall be three (3) months. The undersigned, on behalf of Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reportshereby certifies that the following statements are true on the date hereof, and Borrower has timely paid all foreignwill be true on the date of the proposed [conversion] [continuation], federal, state before and local taxes, assessments, deposits after giving effect thereto and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 application of the Agreementproceeds therefrom:
(a) all representations and warranties of Borrower stated in the Loan Agreement are true, accurate and complete in all material respects as of the date hereof: and
(5b) no Liens have been levied Default or claims made against Borrower Event of Default has occurred and is continuing, or any of its 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 would result 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes Nosuch proposed [conversion] [continuation].
Appears in 1 contract
Samples: Loan Modification Agreement (GAIN Capital Holdings, 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). HOLDINGS: ENDOCHOICEThis Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. VOXWARE, INC.. SILICON VALLEY BANK, doing business as a Borrower ECPM HOLDINGS, LLC. By SILICON VALLEY EAST By: /s/ Xxxxxxx Xxxx Commons By: /s/ Xxxxxxxxx X. Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxx Commons Name: Xxxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Xxxxxxxx Title: CFO Title: Vice President By: /s/ Xxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxx Title: CFO XXXXXX X. XXXXXOperations Supervisor (signed in Santa Xxxxx County, M.D.California) The undersigned, INC.EDISON VENTURE FUND V, as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director The undersigned L.P. ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Unlimited Guaranty and a certain Guarantor Security Agreementdated December29, each dated as of September 9, 2013, and each document executed in connection therewith, 2003 (the “Guaranty”) and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGSBy: Edison Partners V, LLC By /s/ Xxxxxxx X. Xxxxxxx NameL.P., its general partner The undersigned, CROSS ATLANTIC TECHNOLOGY FUND II, L.P. ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unlimited Guaranty dated December 29, 2003 (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: Xxxxxxx X. Xxxxxxx TitleXATF Management II, L.P., its general partner By: CFO Cross Atlantic Capital Partners III, Inc., its general parter The undersigned, VERBEX ACQUISITION CORPORATION, a Delaware corporation (“Guarantor”) hereby: (i) ratifies, confirms and reaffirms, all and singular, the terms and conditions of (A) a certain Unlimited Guaranty of the obligations of Borrower to Bank dated January 27, 2004 (the “Guaranty”), (B) a certain Security Agreement by Guarantor in favor of Bank dated January 27, 2004 (the “Security Agreement”);(ii) 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 (iii) 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. TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICEVOXWARE, INC., et al. The undersigned authorized officer of ENDOCHOICEVoxware, INC. (for itself and on behalf of each other co-borrowerInc., the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, 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, 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 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes No.
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COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGS: ENDOCHOICE, INC., This Loan Modification Agreement is executed as a Borrower ECPM HOLDINGS, LLCsealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By By: /s/ Xxxxxxx X. Xxxxxxx Xxxx Xxxxx By: /s/ Xxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Xxxx Xxxxx Name: Xxxx Xxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXXVP The undersigned, M.D.CyOptics International Holding Co., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director The undersigned ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as of September 9May 21, 20132008 (as amended, and each document executed in connection therewith, the “Co. Guaranty”) and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith Co. 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. ECPM HOLDINGS, LLC By By: /s/ Xxxxxxx X. Xxxxxxx Xxxx Xxxxx Name: Xxxxxxx X. Xxxxxxx Xxxx Xxxxx Title: CFO TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICEThe undersigned, INC.CyOptics International Holding LLC, et al. The undersigned authorized officer of ENDOCHOICEratifies, INC. (for itself confirms and on behalf of each other co-borrowerreaffirms, the “Borrower”) certifies that under all and singular, the terms and conditions of the Loan and Security Agreement between Borrower and Bank a certain Unconditional Guaranty dated as of May 21, 2008 (as amended, the “LLC Guaranty”) and acknowledges, confirms and agrees that the LLC 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/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: CFO This First Loan Modification Agreement (this “Loan Modification 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 entered into as of such date, 2008, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000 and with a loan production office located at One Newton Executive Park, Suite 200, 0000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (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, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day”) and the last Business Day of each month when CYOPTICS, INC., a Streamline Period is not in effectDelaware corporation with its chief executive office located at 0000 Xxxxxxxx Xxxxxxxxx, and Breinigsville, Pennsylvania 18031 (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes No“Borrower”).
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGS: ENDOCHOICE, INC., This Loan Modification Agreement is executed as a Borrower ECPM HOLDINGS, LLCsealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By By: /s/ Xxxxxxx X. Xxxxxxx Xxxx Xxxxx By: /s/ Xxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Xxxx Xxxxx Name: Xxxx Xxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXXVP The undersigned, M.D.CyOptics International Holding Co., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director The undersigned ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as of September 9May 21, 20132008 (as amended, and each document executed in connection therewith, the “Co. Guaranty”) and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith Co. 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. ECPM HOLDINGS, LLC By By: /s/ Xxxxxxx X. Xxxxxxx Xxxx Xxxxx Name: Xxxxxxx X. Xxxxxxx Xxxx Xxxxx Title: CFO TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICEThe undersigned, INC.CyOptics International Holding LLC, et al. The undersigned authorized officer of ENDOCHOICEratifies, INC. (for itself confirms and on behalf of each other co-borrowerreaffirms, the “Borrower”) certifies that under all and singular, the terms and conditions of the Loan and Security Agreement between Borrower and Bank a certain Unconditional Guaranty dated as of May 21, 2008 (as amended, the “LLC Guaranty”) and acknowledges, confirms and agrees that the LLC 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/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: CFO This Second Loan Modification Agreement (this “Loan Modification 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 entered into as of such dateJune 20, 2011, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000 and with a loan production office located at 000 Xxxxx Xxxxxx, Xxxxx 0-000, Xxxxxx, Xxxxxxxxxxxxx 00000 (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, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day”) and the last Business Day of each month when CYOPTICS, INC., a Streamline Period is not in effectDelaware corporation with its chief executive office located at 0000 Xxxxxxxx Xxxxxxxxx, and Breinigsville, Pennsylvania 18031 (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes No“Borrower”).
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COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGSBy: ENDOCHOICE, INC., as a Borrower ECPM HOLDINGS, LLC. By /s/ Xxxxxxx X. Xxxxxxx Xxx Xxxxx By: /s/ Xxx Xxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Xxx Xxxxx Name: Xxx Xxxxx Title: CFO Chief Executive Officer Title: Chief Executive Officer By: /s/ Xxx Xxxxx By: /s/ Xxx Xxxxx Name: Xxxxxxx X. Xxxxxxx Xxx Xxxxx Name: Xxx Xxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By Chief Executive Officer Title: Chief Executive Officer By: /s/ Xxxxxxx X. Xxxxxxx Xxx Xxxxx By: /s/ Xxx Xxxxx Name: Xxxxxxx X. Xxxxxxx Xxx Xxxxx Name: Xxx Xxxxx Title: CFO BANKChief Executive Officer Title: SILICON VALLEY BANK By Chief Executive Officer By: /s/ Xxxxxx X. Xxxx Xxx Xxxxx By: /s/ Xxx Xxxxx Name: Xxxxxx X. Xxxx Xxx Xxxxx Name: Xxx Xxxxx Title: Director Chief Executive Officer Title: Chief Executive Officer By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: DEAL TEAM LEADER The undersigned ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as of September 9December 19, 20132012, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGS, LLC By By: /s/ Xxxxxxx X. Xxxxxxx Xxx Xxxxx Name: Xxxxxxx X. Xxxxxxx Xxx Xxxxx Title: CFO Chief Executive Officer TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICEREAL GOODS ENERGY TECH, INC. ET. AL., et al
1. The undersigned authorized officer of ENDOCHOICEREAL GOODS ENERGY TECH, INC. (for itself and on behalf of each other co-borrower, 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, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 20 days Yes No Transaction Reports (i) Weekly and with each request for an Advance, a Credit Extension (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when Monthly within 20 days during a Streamline Period is not in effect, and (iiiPeriod) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE Within 20 days of board approval (no later than 60 days after FYE) Yes No Deferred 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) Monthly within 30 days Yes NoNo The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) Streamline Period (Qualified Cash minus the total outstanding Obligations of Borrower owed to Bank) $ 2,000,000 $ Yes No The following financial covenant 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.”)
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. HOLDINGSThis Loan Modification Agreement is executed as of the date first written above. By: ENDOCHOICE, INC., as a Borrower ECPM HOLDINGS, LLC. By /s/ Xxxxxxx X. Xxxxxxx Dxxxxx Xxxxx By: /s/ Dxxxxx Xxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Dxxxxx Xxxxx Name: Dxxxxx Xxxxx Title: CFO Chief Executive Officer Title: Chief Executive Officer By: /s/ Dxxxxx Xxxxx By: /s/ Dxxxxx Xxxxx Name: Xxxxxxx X. Xxxxxxx Dxxxxx Xxxxx Name: Dxxxxx Xxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By Chief Executive Officer Title: Chief Executive Officer By: /s/ Xxxxxxx X. Xxxxxxx Dxxxxx Xxxxx By: /s/ Dxxxxx Xxxxx Name: Xxxxxxx X. Xxxxxxx Dxxxxx Xxxxx Name: Dxxxxx Xxxxx Title: CFO BANKChief Executive Officer Title: SILICON VALLEY BANK By Chief Executive Officer By: /s/ Xxxxxx X. Xxxx Dxxxxx Xxxxx By: /s/ Dxxxxx Xxxxx Name: Xxxxxx X. Xxxx Dxxxxx Xxxxx Name: Dxxxxx Xxxxx Title: Director Chief Executive Officer Title: Chief Executive Officer By: /s/ Txxxxx Xxxxx Name: Txxxxx Xxxxx Title: Vice President The undersigned ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Second Amended and Restated Unconditional Guaranty and a certain Guarantor Second Amended and Restated Security Agreement, each dated as of September 9June 6, 20132014, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Second Amended and Restated Unconditional Guaranty, the Guarantor Second Amended and Restated Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGS, LLC By By: /s/ Xxxxxxx X. Xxxxxxx Dxxxxx Xxxxx Name: Xxxxxxx X. Xxxxxxx Dxxxxx Xxxxx Title: CFO Chief Executive Officer TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICEREAL GOODS ENERGY TECH, INC. ET. AL. The undersigned authorized officer of REAL GOODS ENERGY TECH, INC., et al. The undersigned authorized officer of ENDOCHOICE, INC. (for itself and on behalf of each other co-borrower, 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, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Annual Audited Financial Statements FYE within 120 days A/R & A/P Agings Monthly within 30 20 days Yes No Transaction Reports (i) Weekly and with each request for an Advance, a Credit Extension (iiMonthly within 20 days during a Streamline Period) Yes No Projections Within 20 days of board approval (no later than 60 days after FYE) Yes No Daily/Weekly Cash Flow Projections on the 15th fifteenth (or the immediately preceding Business Day if the 15th is not a Business Day15th) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE Deferred 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) Monthly within 30 days Yes NoNo Electronic viewing access to Wxxxx Fargo Account Ongoing Yes No The following Intellectual Property was registered after the 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. HOLDINGS: ENDOCHOICE, INC., This Loan Modification Agreement is executed as a Borrower ECPM HOLDINGS, LLCsealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By By: /s/ Xxxxxxx Xx X. Xxxxxxx Xxxxxxxxxx By: /s/ Xxxx Xxxxxx Name: Xxxxxxx Xx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Xxxxxxxxxx Name: Xxxx Xxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx CEO Title: CFO XXXXXX X. XXXXXVice President The undersigned, M.D.CyOptics International Holding Co., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director The undersigned ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as of September 9May 21, 20132008 (as amended, and each document executed in connection therewith, the “Co. Guaranty”) and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith Co. 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. ECPM HOLDINGS, LLC By By: /s/ Xxxxxxx Xx X. Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xx X. Xxxxxxx Xxxxxxxxxx Title: CFO TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICECEO The undersigned, INC.CyOptics International Holding LLC, et al. The undersigned authorized officer of ENDOCHOICEratifies, INC. (for itself confirms and on behalf of each other co-borrowerreaffirms, the “Borrower”) certifies that under all and singular, the terms and conditions of the Loan and Security Agreement between Borrower and Bank a certain Unconditional Guaranty dated as of May 21, 2008 (as amended, the “LLC Guaranty”) and acknowledges, confirms and agrees that the LLC 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/ Xx X. Xxxxxxxxxx Name: Xx X. Xxxxxxxxxx Title: CEO This Third Loan Modification Agreement (this “Loan Modification 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 entered into as of such dateJune , 2011, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000 and with a loan production office located at 000 Xxxxx Xxxxxx, Xxxxx 0-000, Xxxxxx, Xxxxxxxxxxxxx 00000 (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, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day”) and the last Business Day of each month when CYOPTICS, INC., a Streamline Period is not in effectDelaware corporation with its chief executive office located at 0000 Xxxxxxxx Xxxxxxxxx, and Breinigsville, Pennsylvania 18031 (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes No“Borrower”).
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGSThis Loan Modification Agreement is executed as of the date first written above. By: ENDOCHOICE, INC., as a Borrower ECPM HOLDINGS, LLC. By /s/ Xxxxxxx X. XxXxxxx By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANKChief Financial Officer Title: SILICON VALLEY BANK By Chief Financial Officer By: /s/ Xxxxxx X. Xxxx Xxxxxxx XxXxxxx By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxx X. Xxxx Title: Director The undersigned ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as of September 9, 2013, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGS, LLC By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO Chief Financial Officer Title: Chief Financial Officer By: /s/ Xxxxxxx XxXxxxx By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer Title: Chief Financial Officer By: /s/ Xxxxxxx XxXxxxx By: /s/ Xxxxxxx 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 Sixth Loan Modification Agreement TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICEREAL GOODS ENERGY TECH, INC. ET. AL. The undersigned authorized officer of REAL GOODS ENERGY TECH, INC., et al. The undersigned authorized officer of ENDOCHOICE, INC. (for itself and on behalf of each other co-borrower, 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, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Annual Audited Financial Statements FYE within 120 days A/R & A/P Agings Monthly within 30 20 days Yes No Transaction Reports (i) Weekly and with each request for an Advance, a Credit Extension (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when Monthly within 20 days during a Streamline Period is not in effect, and (iiiPeriod) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE Within 20 days of board approval (no later than 60 days after FYE) Yes No Deferred 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) Monthly within 30 days Yes NoNo Electronic viewing access to Xxxxx Fargo Account Ongoing Yes No The following Intellectual Property was registered after the 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. HOLDINGSThis Loan Modification Agreement is executed as of the Sixth Loan Modification Effective Date. By: ENDOCHOICE, INC., as a Borrower ECPM HOLDINGS, LLC. By /s/ Xxxxxxx X. Xxxxxxx M. Xxxxxx Xxxx By: /s/ Xxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ M. Xxxxxx X. Xxxx Name: Xxx Xxxxxxxxx Title: Chief Financial Officer Title: Vice President II By: /s/ M. Xxxxxx X. Xxxx Name: M. Xxxxxx Xxxx Title: Chief Financial Officer The undersigned, a Director of ATRICURE EUROPE, B.V., a company organized under the laws of The undersigned Netherlands and a wholly owned Subsidiary of Borrower, ratifies, confirms and reaffirms, all and singular, the terms and conditions of (i) a certain Unconditional Guaranty dated as of September 26, 2012 (the “Guaranty”) and (ii) a certain Guarantor Security Agreement, each dated as of September 926, 2013, and each document executed in connection therewith2012 (the “Guarantor Security Agreement”), and acknowledges, confirms and agrees that the Unconditional Guaranty, Guaranty and the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGS, LLC By By: /s/ Xxxxxxx X. Xxxxxxx M. Xxxxxx Xxxx Name: Xxxxxxx X. Xxxxxxx M. Xxxxxx Xxxx Title: CFO Director TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICEATRICURE, INC.. and ATRICURE, et al. LLC The undersigned authorized officer of ENDOCHOICEAtricure, INC. Inc. (for itself and on behalf of each other co-borrower, 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, if any, 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. 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) + XX XXX FYE within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 30 120 days Yes No Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) Annual budgets and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) projections 30 days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days 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. HOLDINGS: ENDOCHOICE, INC., This Loan Modification Agreement is executed as a Borrower ECPM HOLDINGS, LLCsealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By SPIRE CORPORATION By: /s/ Xxxxxxx Xxxxx X. Xxxxxxx NameXxxxxx By: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Xxxxxxxxx Name: Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxxx Title: Director The undersigned ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty and a certain Guarantor Security Agreement, each dated as of September 9, 2013, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGS, LLC By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Chairman & CEO Title: CFO TOand Treasurer SPIRE SOLAR, INC By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Chairman & CEO Title: CFO and Treasurer SPIRE BIOMEDICAL,INC By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Chairman & CEO Title: CFO and Treasurer SILICON VALLEY BANK DateBy: FROM/s/ Xxxxx Xxxxxxxx Name: ENDOCHOICEXxxxx Xxxxxxxx Title: Vice President I, INC., et al. The undersigned an authorized officer of ENDOCHOICESPIRE CORPORATION, SPIRE SOLAR, INC. and SPIRE BIOMEDICAL, INC. (for itself jointly and on behalf of each other co-borrowerseverally, the individually and collectively, “Borrower”) certifies that certify under the terms Second Amended and conditions of the Restated 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 _____________________________ (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 Advance Request and Invoice Transmittal and is not disputed; 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; 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. Borrower and each 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 of 1940, as amended. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005. 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 covenants 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 noted belowcurrently conducted except where the failure to obtain or make such consents, (2) there are no Events declarations, notices or filings would not reasonably be expected to cause a Material Adverse Change. Borrower is in compliance with the financial covenant set forth in Section 6.7 of Default, (3) all the Agreement. All other 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, 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes NoDefault.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. HOLDINGSThis 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: ENDOCHOICEBANK: CLEARSTORY SYSTEMS, INC., as a Borrower ECPM HOLDINGS, LLC. By /s/ SILICON VALLEY BANK By: /S/ Xxxxxxx X. Read By: /S/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx Title: CFO Read Name: Xxxxxxx X. Xxxxxxx Title: CFO XXXXXX X. XXXXX, M.D., INC., as a Borrower By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO BANK: SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director VP, CFO Title: Relationship Manager The undersigned undersigned, SCP Private Equity Partners II, L.P., ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Unlimited Guaranty and a certain Guarantor Security Agreementdated August 25, each dated as of September 9, 2013, and each document executed in connection therewith, 2005 (the “Guaranty”) and acknowledges, confirms and agrees that the Unconditional Guaranty, the Guarantor Security Agreement and each document executed in connection therewith 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. ECPM HOLDINGSIn addition, LLC By /s/ Xxxxxxx the undersigned hereby consents to the Loan Modification Agreement in all respects. By: SCP Private Equity II General Partners, L.P., its general partner By: SCP Private Equity II, LLC, its manager By: /S/ Xxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxx Title: CFO General Manager TO: SILICON VALLEY BANK Date: FROM: ENDOCHOICECLEARSTORY SYSTEMS, INC., et al. The undersigned authorized officer of ENDOCHOICECLEARSTORY SYSTEMS, INC. (for itself and on behalf of each other co-borrower, the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (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 belowdate; provided, 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 another date shall be true, accurate true and complete correct in all material respects only 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, 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 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) + XX XXX within 180 days (for FYE ended December 31, 2013, on or before August 15, 2014) 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 Transaction Reports (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect Yes No Projections FYE within 30 days Yes No.
Appears in 1 contract
Samples: Loan Modification Agreement (ClearStory Systems, Inc.)