COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: T2 BIOSYSTEMS, INC. SILICON VALLEY BANK By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE] Name: [ILLEGIBLE] Name: [ILLEGIBLE] Title: CEO Title: Relationship Manager EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMS, INC. The undersigned authorized officer of T2 BIOSYSTEMS, INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in 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 5.8 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. 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 Annual financial statement (CPA Audited) FYE within 180 days Yes No Board approved projections FYE within 60 days Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No
Appears in 2 contracts
Samples: Loan and Security Agreement (T2 Biosystems, Inc.), Loan and Security Agreement (T2 Biosystems, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: T2 BIOSYSTEMSWORLD ENERGY SOLUTIONS, INC. By: /s/ Xxxxx Xxxxxxx Name: Title: Xxxxx Xxxxxxx Chief Financial Officer WORLD ENERGY SECURITIES CORP. By: /s/ Xxxxx Xxxxxxx Name: Title: Xxxxx Xxxxxxx Treasurer BANK: SILICON VALLEY BANK By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE] Xxxxxxx Xxxxx Name: [ILLEGIBLE] Name: [ILLEGIBLE] Title: CEO Title: Relationship Manager Xxxxxxx Xxxxx V.P. [Signature page to Fifth Loan Modification and Waiver Agreement] Exhibit A EXHIBIT A B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: :____________________________ FROM: T2 BIOSYSTEMSWORLD ENERGY SOLUTIONS, INC. WORLD ENERGY SECURITIES CORP. The undersigned authorized officer officers of T2 BIOSYSTEMSWorld Energy Solutions, INC. Inc., and World Energy Securities Corp. (individually and collectively, jointly and severally, “Borrower”) certifies ), solely in their capacities as officers of their respective entities, certify that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”), (1) Borrower is in complete compliance for the period ending ________________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies solely in their capacities as officers of their respective entities, certify that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges solely in their capacities as officers of their respective entities, acknowledge that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. 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 Annual financial statement (CPA Audited) FYE + XX XXX within 180 90 days Yes No Board A/R & A/P Agings, Deferred Revenue report, and schedule of expected collections Monthly within 20 days when there are outstanding Credit Extensions under the Revolving Line Yes No Borrowing Base Certificate Monthly within 20 Days during Streamline Period Yes No Transaction Report Weekly when not Streamline Period when there are outstanding Credit Extensions under the Revolving Line and upon each request for a Credit Extension under the Revolving Line Yes No Board-approved projections FYE within 60 Within 30 days Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: of approval Yes No
Appears in 1 contract
Samples: Fifth Loan Modification and Waiver Agreement (World Energy Solutions, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: T2 BIOSYSTEMSICAD, INC. By Name: Title: XOFT, INC. By Name: Title: XOFT SOLUTIONS, LLC By Name: Title: BANK: SILICON VALLEY BANK By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE] By Name: [ILLEGIBLE] Name: [ILLEGIBLE] Title: CEO Title: Relationship Manager Schedule 1 EXHIBIT A B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMSICAD, INC., XOFT, INC. and XOFT SOLUTIONS, LLC The undersigned authorized officer of T2 BIOSYSTEMSICAD, INC., XOFT INC. and XOFT SOLUTIONS, LLC (individually and collectively, jointly and severally, “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any Borrower, and each of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Covenants Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement Form 10-Q Quarterly within 45 days (CPA Auditedfor first 3 quarters of a fiscal year) FYE Yes No Form 10-K Annually within 180 90 days of the last quarter of a fiscal year Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC (if not previously delivered) Yes No A/R & A/P Agings, Deferred Revenue report and Account Debtor listing Monthly within 30 days Yes No Borrowing Base Reports Monthly within 30 days Yes No Board approved projections FYE within 60 Projections Within the earlier of 30 days Yes No The following are the exceptions of (i) Board approval or (ii) fiscal year end, together with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: any period updates Yes No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts Massachusetts, as of the date first written aboveEighth Loan Modification Effective Date. BORROWER: BANK: T2 BIOSYSTEMSBRIDGELINE DIGITAL, INC. By: _/s/ Xxxxxxx X. Prinn___ Name: Xxxxxxx X. Xxxxx Title: Chief Financial Officer SILICON VALLEY BANK By: _/s/ [ILLEGIBLE] Xxxxx Lyons_ Name:_ Xxxxx Lyons_____ Title: __Vice President_______ BRIDGELINE INTELLIGENCE GROUP, INC. By: _/s/ [ILLEGIBLE] Xxxxxxx X. Prinn___ Name: [ILLEGIBLE] Name: [ILLEGIBLE] Xxxxxxx X. Xxxxx Title: CEO Title: Relationship Manager Treasurer EXHIBIT A A- COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMSBRIDGELINE DIGITAL, INC. BRIDGELINE INTELLIGENCE GROUP, INC. The undersigned authorized officer of T2 BIOSYSTEMSBridgeline Digital, INC. Inc. and Bridgeline Intelligence Group, Inc. (individually and collectively, jointly and severally, the “Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No Board approved projections FYE within 60 days Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No
Appears in 1 contract
Samples: Eighth Loan Modification Agreement (Bridgeline Digital, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: CHYRON CORPORATION By: /s/ Jxxxx Xxxxxxxxx Name: Jxxxx Xxxxxxxxx Title: SVP & CFO, Treasurer and Corporate Secretary BANK: T2 BIOSYSTEMS, INC. SILICON VALLEY BANK By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE] A. Bxxxxx Xxxx Name: [ILLEGIBLE] Name: [ILLEGIBLE] A. Bxxxxx Xxxx Title: CEO Title: Relationship Manager Vice President EXHIBIT A - COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMS, INC. CHYRON CORPORATION The undersigned authorized officer of T2 BIOSYSTEMS, INC. CHYRON CORPORATION (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 90 days Yes No Board approved projections FYE Borrowing Base Certificate (with A/R & A/P Agings) Monthly within 60 30 days Yes No Financial Covenant Required Actual Complies Maintain at all times: Adjusted Quick Ratio (to be tested on the last day of each month) 1.20:1.0 ____:1.0 Yes No Tangible Net Worth (to be tested on the last day of each quarter) $* $________ Yes No *As set forth in Section 6.7(b) of the Agreement. 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.”) T2 BIOSYSTEMS, INC. --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- CHYRON CORPORATION By: Name: Title: BANK USE ONLY Received by: AUTHORIZED SIGNER By: _____________________ authorized signer Date: Name: Title: _________________________ Verified: AUTHORIZED SIGNER ________________________ authorized signer Date: _________________________ Compliance Status: Yes No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: T2 BIOSYSTEMSACELL, INC. SILICON VALLEY BANK By: /s/ [ILLEGIBLE] Xxxxxxx X. XxXxxxxx By: /s/ [ILLEGIBLE] Xxxxx XxXxxxx Name: [ILLEGIBLE] Xxxxxxx X. XxXxxxxx Name: [ILLEGIBLE] Xxxxx XxXxxxx Title: President & CEO Title: Relationship Manager Director The undersigned hereby certifies, to the best of his or her knowledge, that the information set out in the Perfection Certificate is true, complete and correct. Date: April 2, 2020 By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: President & CEO Email: Phone: Schedule 1 EXHIBIT A B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMSACELL, INC. The undersigned authorized officer of T2 BIOSYSTEMSACELL, INC. (“Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Covenants Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement statements (CPA Audited) FYE within 180 days Yes No Board approved projections FYE 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 60 30 days Yes No The following are the exceptions with respect to the certification above: Detailed Account Debtor listings Monthly within 30 days Yes No Borrowing Base Reports Monthly within 7 days Yes No Board-approved Projections Earlier of (If no exceptions existi) February 15th or (ii) within 10 days of Board approval, state “No exceptions to note.”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: and as amended/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 Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: T2 BIOSYSTEMSWORLD ENERGY SOLUTIONS, INC. By /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Financial Officer WORLD ENERGY SECURITIES CORP. By /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Financial Officer BANK: SILICON VALLEY BANK By: By /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE] Xxxxxx Xxxxxxxx Name: [ILLEGIBLE] Name: [ILLEGIBLE] Title: CEO Xxxxxx Xxxxxxxx Title: Relationship Manager [Signature page to Third Loan Modification and Waiver Agreement] Exhibit A EXHIBIT A B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMSSILICONVALLEY BANK WORLDENERGY SOLUTIONS, INC. ANDWORLD ENERGY SECURITIES CORP. Date: The undersigned authorized officer officers of T2 BIOSYSTEMSWorld Energy Solutions, INC. Inc., and World Energy Securities Corp. (individually and collectively, jointly and severally, “Borrower”) certifies ), solely in their capacities as officers of their respective entities, certify that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies solely in their capacities as officers of their respective entities, certify that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges solely in their capacities as officers of their respective entities, acknowledge that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. 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 Annual financial statement (CPA Audited) FYE + XX XXX within 180 90 days Yes No Board A/R & A/P Agings, Deferred Revenue report, and schedule of expected collections Monthly within 20 days when there are outstanding Credit Extensions under the Revolving Line Yes No Borrowing Base Certificate Monthly within 20 Days during Streamline Period Yes No Transaction Report Weekly when not Streamline Period when there are outstanding Credit Extensions under the Revolving Line and upon each request for a Credit Extension under the Revolving Line Yes No Board-approved projections FYE within 60 Within 30 days of approval Yes No Financial Covenant Required Actual Complies Minimum Cash and Availability $ 1,250,000 $ ________ Yes No Minimum Fixed Charge Coverage Ratio 1.25:1.00 _____:1.00 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.”) T2 BIOSYSTEMSWORLD ENERGY SOLUTIONS, INC. BANK USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: WORLD ENERGY SECURITIES CORP. Verified: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes NoNo Schedule 1 to Compliance Certificate Financial Covenants of Borrower Dated:
Appears in 1 contract
Samples: Third Loan Modification and Waiver Agreement (World Energy Solutions, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower Borrower, Agent and BankLenders. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANKLENDERS: T2 BIOSYSTEMSA123 SYSTEMS, INC. SILICON VALLEY BANK BANK, as Agent and Lender By: /s/ [ILLEGIBLE] Xxxxxxx Xxxxxx By: /s/ [ILLEGIBLE] Xxxxx Xxxx Name: [ILLEGIBLE] Xxxxxxx Xxxxxx Name: [ILLEGIBLE] Xxxxx Xxxx Title: CEO CFO Title: Relationship Manager VP GOLD HILL VENTURE LENDING 03, L.P., as LENDER By: GOLD HILL VENTURE LENDING PARTNERS 03, LLC, its General Partner By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director, Gold Hill Capital EXHIBIT A C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: BANK, AS AGENT FROM: T2 BIOSYSTEMSA123 SYSTEMS, INC. The undersigned authorized officer of T2 BIOSYSTEMSA123 Systems, INC. (“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 and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further (provided that those representations and warranties expressly referring to a specific date shall be true, accurate true and complete correct in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank). Attached are the required documents supporting the certification. The undersigned 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 Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate CC Monthly within 30 days Yes No Annual financial statement statements (CPA Audited) FYE within 180 days Yes No Board approved projections FYE Borrowing Base Certificate w/ A/R and A/P agings, if required Monthly within 60 30 days when borrowing Yes No The following are the exceptions 10-Q, 10-K and 8-K Within 5 days after filing with respect to the certification aboveSEC Yes No Projections Annually, w/in 30 days of Board approval Yes No Financial Covenants Required Actual Complies Minimum Liquidity Ratio 2.5:1.0 :1.0 Yes No Equity Event Occur by 3/31/2009 Yes No N/A Comments Regarding Exceptions: (If no exceptions exist, state “No exceptions to note.”) T2 BIOSYSTEMS, INCSee Attached. BANK AGENT USE ONLY A123 Systems, Inc. Received by: AUTHORIZED SIGNER By: Sincerely, Date: Name: Title: Verified: Signature AUTHORIZED SIGNER Date: Title Compliance Status: Yes NoNo Date Exhibit B AMENDMENT TO PERFECTION CERTIFICATE In connection with the execution of that certain Third Loan Modification Agreement (the “Agreement”) by and between A123 Systems, Inc. (unless otherwise noted, the “Company”) and Silicon Valley Bank, dated as of March 16, 2009, the Amendment to Perfection Certificate dated September 24, 2008 to which this Amendment is attached is hereby amended as set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Perfection Certificate to which this Amendment relates, or, to the extent not defined therein, the meaning ascribed to them in the Agreement.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: T2 BIOSYSTEMSCALIPER LIFE SCIENCES, INC. By /s/ Xxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Senior Vice President and CFO NOVASCREEN BIOSCIENCES CORPORATION By /s/ Xxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Vice President, Finance XENOGEN CORPORATION By /s/ Xxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Vice President, Finance CALIPER LIFE SCIENCES LTD. By /s/ Xxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Vice President, Finance BANK: SILICON VALLEY BANK By: By /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE] Xxxxxxx Xxxxx Name: [ILLEGIBLE] Name: [ILLEGIBLE] Xxxxxxx Xxxxx Title: CEO Title: Relationship Manager Vice President EXHIBIT A B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMSCALIPER LIFE SCIENCES, INC. NOVASCREEN BIOSCIENCES CORPORATION XENOGEN CORPORATION CALIPER LIFE SCIENCES, LTD. The undersigned authorized officer officers of T2 BIOSYSTEMSCaliper Life Sciences, INC. Inc., NovaScreen Biosciences Corporation, Xenogen Corporation and Caliper Life Sciences, Ltd. (individually and collectively, jointly and severally, “Borrower”) certifies certify that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly Quarterly consolidated and consolidating financial statements with Compliance Certificate Monthly Quarterly within 30 45 days Yes No Annual consolidated and consolidating financial statement (CPA Audited) FYE + XX XXX within120 days Yes No A/R & A/P Agings; Deferred Revenue report, cash report Monthly within 180 15 days Yes No Transaction Reports Weekly and with each Advance request Yes No Board approved projections FYE within 60 days Annually, as revised Yes No The following intellectual property was registered after the Effective Date (if no registrations, state “None”) Financial Covenant Required Actual Complies Maintain at all times, tested quarterly: Minimum Quick Ratio 1.25:1.00 :1.0 Yes No Minimum EBITDA minus Cap Ex* $ $ Yes No *See Section 6.9(b) of the Loan and Security Agreement 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.”) T2 BIOSYSTEMSCaliper Life Sciences, INC. Inc. BANK USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: NovaScreen Biosciences Corporation Verified: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes NoNo Xenogen Corporation By: Name: Title: Caliper Life Sciences, Ltd. By: Name: Title: Schedule 1 to Compliance Certificate
Appears in 1 contract
Samples: Second Loan Modification Agreement (Caliper Life Sciences Inc)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: T2 BIOSYSTEMSLIMELIGHT NETWORKS, INC. SILICON VALLEY BANK By: /s/ [ILLEGIBLE] :____________________________________ By: /s/ [ILLEGIBLE] :____________________________________ Name: [ILLEGIBLE] :__________________________________ Name: [ILLEGIBLE] :_________________________________ Title: CEO :___________________________________ Title: Relationship Manager :___________________________________ SCHEDULE 1 EXHIBIT A B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMSLIMELIGHT NETWORKS, INC. The undersigned authorized officer of T2 BIOSYSTEMSLIMELIGHT NETWORKS, INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Financial statements Monthly financial statements with within 30 days when Advances are outstanding or requested in said month Yes No Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE when Advances are outstanding or requested in said month; otherwise, quarterly within 180 30 days Yes No Board 10‑Q, 10‑K (including opinion of auditors) and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue Report Monthly within 30 days when Advances are outstanding or requested in said month; otherwise, quarterly within 30 days Yes No Transaction Reports Monthly within 30 days when Advances are outstanding or requested in said month; otherwise, quarterly within 30 days Yes No Board-approved projections Projections FYE within 60 days and as updated or amended Yes No Financial Covenant Required Actual Complies Maintain at all times: Liquidity (tested monthly when Advances are outstanding or requested in said month; otherwise, quarterly) $7,500,000.00 $_______ 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. New Office, Business or Bailee Locations Borrower Collateral Description Value of Collateral The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: 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 BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: T2 BIOSYSTEMSART TECHNOLOGY GROUP, INC. SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By: By: Name: Name: Title: Title: SILICON VALLEY BANK By: /s/ [ILLEGIBLE] Name: Title: (signed in Santa Xxxxx County, California) The undersigned, ATG Securities Corporation, ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unlimited Guaranty dated December 29, 2000 (the “Guaranty”) and a certain Security Agreement dated as of December 29, 2000 (the “Security Agreement”) and 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. ATG SECURITIES CORPORATION By: /s/ [ILLEGIBLE] Name: [ILLEGIBLE] Name: [ILLEGIBLE] Title: CEO Title: Relationship Manager 658274.2 EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMSART TECHNOLOGY GROUP, INC. The undersigned authorized officer of T2 BIOSYSTEMSArt Technology Group, INC. (“Borrower”) Inc. certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below, below and (2) there are no Events of Default, (3ii) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned 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. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate CC Monthly within 30 25 days Yes No Annual financial statement (CPA Audited) FYE within 180 120 days Yes No Board approved projections FYE within 60 days Yes No The following are the exceptions with respect to the certification aboveComments Regarding Exceptions: (If no exceptions exist, state “No exceptions to note.”) T2 BIOSYSTEMS, INCSee Attached. BANK USE ONLY Sincerely, Received by: AUTHORIZED SIGNER By: SIGNATURE Date: Name: Title: Verified: TITLE AUTHORIZED SIGNER Date: DATE Compliance Status: Yes No
Appears in 1 contract
Samples: Third Loan Modification Agreement (Art Technology Group Inc)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower Borrower, Agent and BankLenders. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANKLENDERS: T2 BIOSYSTEMSA123 SYSTEMS, INC. SILICON VALLEY BANK BANK, as Agent and Lender By: /s/ [ILLEGIBLE] Xxxxxxx Xxxxxx By: /s/ [ILLEGIBLE] Xxxxx Xxxx Name: [ILLEGIBLE] Xxxxxxx Xxxxxx Name: [ILLEGIBLE] Xxxxx Xxxx Title: CEO CFO Title: Relationship Manager VP GOLD HILL VENTURE LENDING 03, L.P., as LENDER By: GOLD HILL VENTURE LENDING PARTNERS 03, LLC, its General Partner By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director, Gold Hill Capital 4 Exhibit A EXHIBIT A C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: BANK, AS AGENT FROM: T2 BIOSYSTEMSA123 SYSTEMS, INC. The undersigned authorized officer of T2 BIOSYSTEMSA123 Systems, INC. (“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 and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further (provided that those representations and warranties expressly referring to a specific date shall be true, accurate true and complete correct in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank). Attached are the required documents supporting the certification. The undersigned 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 Agreement. Please indicate compliance status by circling Yes/No under “"Complies” " column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate CC Monthly within 30 days Yes No Annual financial statement statements (CPA Audited) FYE within 180 days Yes No Board approved projections FYE Borrowing Base Certificate w/ A/R and A/P agings, if required Monthly within 60 30 days when borrowing Yes No The following are the exceptions 10-Q, 10-K and 8-K Within 5 days after filing with respect to the certification aboveSEC Yes No Projections Annually, w/in 30 days of Board approval Yes No Financial Covenants Required Actual Complies Minimum Liquidity Ratio 2.5:1.0 :1.0 Yes No Equity Event Occur by 3/31/2009 Yes No N/A Comments Regarding Exceptions: (If no exceptions exist, state “No exceptions to note.”) T2 BIOSYSTEMS, INCSee Attached. BANK AGENT USE ONLY A123 Systems, Inc. Received by: AUTHORIZED SIGNER By: Sincerely, Date: Name: Title: Verified: Signature AUTHORIZED SIGNER Title Date: Date Compliance Status: Yes NoNo 7 Exhibit B AMENDMENT TO PERFECTION CERTIFICATE In connection with the execution of that certain Third Loan Modification Agreement (the "Agreement") by and between A123 Systems, Inc. (unless otherwise noted, the "Company") and Silicon Valley Bank, dated as of March 16, 2009, the Amendment to Perfection Certificate dated September 24, 2008 to which this Amendment is attached is hereby amended as set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Perfection Certificate to which this Amendment relates, or, to the extent not defined therein, the meaning ascribed to them in the Agreement.
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: T2 BIOSYSTEMSARI NETWORK SERVICES, INC. By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, Chief Financial Officer and Secretary PROJECT VIKING II ACQUISITION, INC. By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, Chief Financial Officer and Secretary BANK: SILICON VALLEY BANK By: By /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE] Jordan X. Xxxxxxx Name: [ILLEGIBLE] Name: [ILLEGIBLE] Jordan X. Xxxxxxx Title: CEO Title: Relationship Manager Vice President Exhibit A to First Loan Modification Agreement EXHIBIT A D COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMSARI NETWORK SERVICES, INC. PROJECT VIKING II ACQUISITION, INC. The undersigned authorized officer of T2 BIOSYSTEMSARI NETWORK SERVICES, INC. (“ARI”), PROJECT VIKING II ACQUISITION, INC. (“Viking”, and together with ARI, individually and collectively, jointly and severally, the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), between Borrower and Silicon Valley Bank (“Bank”): (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below, ; (2) unless noted below, there are no Events of Default, ; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, ; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 5.9 of the Agreement, ; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are supporting documents have been prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under the “Complies” column. Reporting Covenant Covenants Required Complies Monthly financial statements with Monthly within 30 days Yes No Compliance Certificate Certificates Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 120 days Yes No Board approved projections FYE 10-Q, 10-K and 8-K, if applicable Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 60 30 days Yes No The following are Intellectual Property was registered (or a registration application submitted) after the exceptions with respect to the certification above: Effective Date (If if no exceptions existregistrations, state “No exceptions to note.None”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No__________________________________________________________________________________ __________________________________________________________________________________
Appears in 1 contract
Samples: First Loan Modification Agreement (Ari Network Services Inc /Wi)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: T2 BIOSYSTEMS, AXS-ONE INC. SILICON VALLEY BANK By: /s/ [ILLEGIBLE] Xxxxxx X. Xxxxx By: /s/ [ILLEGIBLE] Xxxxxxxxx Xxxxxx Name: [ILLEGIBLE] Xxxxxx X. Xxxxx Name: [ILLEGIBLE] Xxxxxxxxx Xxxxxx Title: CEO CFO Title: Relationship Manager Vice President Schedule 1 EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMSB SPECIALTY FINANCE DIVISION Compliance Certificate I, INC. The undersigned an authorized officer of T2 BIOSYSTEMS, AXS-ONE INC. (“Borrower”) certifies that certify under the terms Second Amended and conditions of the Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”) between Borrower and Silicon Valley Bank (“Bank”) as follows (all capitalized terms used herein shall have the meaning set forth in the Agreement): Borrower represents and warrants for each Financed Receivable: Each Financed Receivable is an Eligible Account. Borrower is the owner with legal right to sell, transfer, assign and encumber such Financed Receivable; The correct amount is on the Invoice Transmittal and is not disputed; Except with respect to Deferred Revenue to the extent that it is not offset in accordance with the definition of Advance Rate, payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal date; Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; It reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; It has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral. No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading. Additionally, Borrower represents and warrants as follows: Borrower and each domestic Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change. Borrower has good title to the Collateral, free of Liens except Permitted Liens. All inventory is in all material respects of good and marketable quality, free from material defects. Borrower is not an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower has complied in all material respects with the Federal Fair Labor Standards Act. Borrower has not violated any laws, (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 has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than legally. Borrower and each Subsidiary has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP. Borrower and each Subsidiary has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all government authorities that are necessary to continue its business as currently conducted except where the failure to obtain or make such consents, declarations, notices or filings would not reasonably be expected to cause a Material Adverse Change. Borrower is in compliance for with the period ending with all required financial covenants except as noted below, (2) there are no Events set forth in Section 6.7 of Default, (3) all the Agreement. All representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms represents that there is no existing Event of Section 5.8 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. 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 Annual financial statement (CPA Audited) FYE within 180 days Yes No Board approved projections FYE within 60 days Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to noteDefault.”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: 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. 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. BANK: SILICON VALLEY BANK By /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Vice President BORROWER: BANK: T2 BIOSYSTEMSICAD, INC. SILICON VALLEY BANK By: /s/ [ILLEGIBLE] Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: XOFT, INC. By: /s/ [ILLEGIBLE] Xxxxxxx X. Xxxxx Name: [ILLEGIBLE] Xxxxxxx X. Xxxxx Title: XOFT SOLUTIONS, LLC By: /s/ Xxxxxxx X. Xxxxx Name: [ILLEGIBLE] Xxxxxxx X. Xxxxx Title: CEO Title: Relationship Manager Schedule 1 EXHIBIT A B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMSICAD, INC., XOFT, INC. and XOFT SOLUTIONS, LLC The undersigned authorized officer of T2 BIOSYSTEMSICAD, INC., XOFT INC. and XOFT SOLUTIONS, LLC (individually and collectively, jointly and severally, “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any Borrower, and each of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Covenants Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement Form 10-Q Quarterly within 45 days (CPA Auditedfor first 3 quarters of a fiscal year) FYE Yes No Form 10-K Annually within 180 90 days of the last quarter of a fiscal year Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC (if not previously delivered) Yes No A/R & A/P Agings, Deferred Revenue report and Account Debtor listing Monthly within 30 days Yes No Borrowing Base Reports (i) with each request for an Advance and (ii) monthly within 30 days Yes No Board approved projections FYE within 60 Projections Within the earlier of 30 days Yes No The following are the exceptions of (i) Board approval or (ii) fiscal year end, together with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: any period updates 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. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: T2 BIOSYSTEMSIMPRIVATA, INC. SILICON VALLEY BANK By: /s/ [ILLEGIBLE] Xxxx Xxxxxxxx By: /s/ [ILLEGIBLE] Xxxxxx Xxxxxx Name: [ILLEGIBLE] Xxxx Xxxxxxxx Name: [ILLEGIBLE] Xxxxxx Xxxxxx Title: CEO CFO Title: Relationship Manager Director Schedule 1 EXHIBIT A D - COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMSIMPRIVATA, INC. The undersigned authorized officer of T2 BIOSYSTEMSIMPRIVATA, INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”), (1) Borrower is in 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 5.8 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days (waived for Yes No Compliance Certificate any month for which no Advance was outstanding or requested during the period commencing on the first day of such month through and including the date that is 30 days from the end of such month); within 45 days of the end of each quarter in which the monthly financial statements and compliance certificates were not required to be delivered for any month in such quarter Annual financial statement (CPA Audited) FYE within 180 210 days Yes No Board approved projections 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Borrowing Base Certificate (with A/R & A/P Agings and a Monthly within 30 days at all times Yes No deferred revenue report) when any Advance is outstanding or requested and together with each request for an Advance if at such time there are no Advances outstanding Operating Budgets and Projections FYE within 60 30 days Yes No Financial Covenant Required Actual Complies Maintain at all times, to be tested on a monthly basis (provided that, for the first and second months in each calendar quarter, testing shall be waived if there are no Obligations outstanding during any such months through and including the date on which Bank receives the applicable financial reporting): Adjusted Quick Ratio 1.25:1.0 :1.0 Yes No The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) T2 BIOSYSTEMSIMPRIVATA, INC. BANK USE ONLY Received by: By: AUTHORIZED SIGNER By: Date: Name: Title: Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: 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. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: T2 BIOSYSTEMSJIVE SOFTWARE, INC. SILICON VALLEY BANK By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE] Name: [ILLEGIBLE] Name: [ILLEGIBLE] Title: CEO Title: Relationship Manager Schedule 1 EXHIBIT A D COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMSJIVE SOFTWARE, INC. The undersigned authorized officer of T2 BIOSYSTEMSJive Software, INC. Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 150 days Yes No Board approved projections FYE 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Borrowing Base Certificate A/R & A/P Agings with Deferred Revenue report Monthly within 60 30 days Yes No Quarterly consolidating financial statements Quarterly within 30 days Yes No Financial Covenants Required Actual Complies Minimum Liquidity Ratio (tested monthly) :1.0* :1.0 Yes No Adjusted EBITDA (tested quarterly) $ ** $ Yes No * See Section 6.7(a) of the Agreement. ** See Section 6.7(b) of the Agreement. Performance Pricing Required Actual Eligible for Reduction Minimum Adjusted Quick Ratio 2.0:1.0 :1.0 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.”) T2 BIOSYSTEMSJive Software, INC. Inc. BANK USE ONLY By: Received by: Name: AUTHORIZED SIGNER ByTitle: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No
Appears in 1 contract
Samples: Sixth Loan Modification Agreement (Jive Software, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BANK: SILICON VALLEY BANK By /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: VP BORROWER: BANK: T2 BIOSYSTEMSICAD, INC. SILICON VALLEY BANK By: /s/ [ILLEGIBLE] Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: CEO XOFT, INC. By: /s/ [ILLEGIBLE] Xxxxxxx Xxxxx Name: [ILLEGIBLE] Name: [ILLEGIBLE] Xxxxxxx Xxxxx Title: CEO XOFT SOLUTIONS, LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Relationship Manager CEO Schedule 1 EXHIBIT A B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMSICAD, INC., XOFT, INC. and XOFT SOLUTIONS, LLC The undersigned authorized officer of T2 BIOSYSTEMSICAD, INC., XOFT INC. and XOFT SOLUTIONS, LLC (individually and collectively, jointly and severally, “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any Borrower, and each of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Covenants Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement Form 10-Q Quarterly within 45 days (CPA Auditedfor first 3 quarters of a fiscal year) FYE Yes No Form 10-K Annually within 180 90 days of the last quarter of a fiscal year Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC (if not previously delivered) Yes No A/R & A/P Agings, Deferred Revenue report and Account Debtor listing Monthly within 30 days Yes No Borrowing Base Reports (i) with each request for an Advance and (ii) monthly within 30 days Yes No Board approved projections FYE within 60 Projections Within the earlier of 30 days Yes No The following are the exceptions of (i) Board approval or (ii) fiscal year end, together with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: any period updates Yes No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth State of Massachusetts California as of the date first First written above. BORROWER: BANK: T2 BIOSYSTEMS, INC. FINISAR CORPORATION SILICON VALLEY BANK ByBY: /s/ [ILLEGIBLE] ByX. X. Xxxxxxx BY: /s/ [ILLEGIBLE] Xxxx Xxxxxxxx Name: [ILLEGIBLE] X. X. Xxxxxxx Name: [ILLEGIBLE] Xxxx Xxxxxxxx Title: CEO CFO Title: Relationship Manager OPTIUM CORPORATION BY: /s/ X. X. Xxxxxxx Name: X. X. Xxxxxxx Title: CFO SCHEDULE 1 EXHIBIT A B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMS, INC. FINISAR CORPORATION and OPTIUM CORPORATION The undersigned authorized officer of T2 BIOSYSTEMS, INC. FINISAR CORPORATION and OPTIUM CORPORATION (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”), (1) Borrower is in complete compliance for the period ending __________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Financial Statements and Compliance Certificate Monthly within 30 days Yes No Annual financial statement statements (CPA Audited) on 10-K Annually, upon the earlier of 5 days after filing Form 10-K with SEC or 90 days after FYE within 180 days Yes No Board approved projections FYE within 60 days Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: T2 BIOSYSTEMSNETWORK ENGINES, INC. SILICON VALLEY BANK By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE] Name: [ILLEGIBLE] Name: [ILLEGIBLE] Title: CEO Title: Relationship Manager ALLIANCE SYSTEMS, INC. By: Name: Title: Schedule 1 EXHIBIT A C Intentionally Deleted. Schedule 2 EXHIBIT D COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMSNETWORK ENGINES, INC. and ALLIANCE SYSTEMS, INC. The undersigned authorized officer of T2 BIOSYSTEMSNetwork Engines, INC. Inc. and Alliance Systems, Inc. (individually and collectively, jointly and severally, “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days days* Yes No Annual financial statement 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R Agings Monthly within 30 days (CPA Audited) FYE within 180 days if Obligations are outstanding on last day of such month)* Yes No Board approved projections Projections Annually 45 days after FYE within 60 days Yes No The following are *See Section 6.2 of the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes NoLoan and Security Agreement
Appears in 1 contract
Samples: First Loan Modification Agreement (Network Engines Inc)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: T2 BIOSYSTEMSNMT MEDICAL, INC. By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Operating Officer NMT HEART, INC. By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President BANK: SILICON VALLEY BANK By: By /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE] Xxxxxxx Xxxxx Name: [ILLEGIBLE] Name: [ILLEGIBLE] Xxxxxxx Xxxxx Title: CEO Title: Relationship Manager Vice President EXHIBIT A TO FIRST LOAN MODIFICATION AGREEMENT EXHIBIT B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMSNMT MEDICAL, INC. AND NMT HEART, INC. The undersigned authorized officer of T2 BIOSYSTEMSNMT Medical, INC. Inc. and NMT Heart, Inc. (collectively, jointly and severally, the “Borrower”) certifies certifies, in such capacity, that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned Responsible Officer in such capacity certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned Responsible Officer in such capacity acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. 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 Annual financial statement (CPA Audited) FYE + XX XXX within 180 150 days Yes No Board approved projections FYE A/R & A/P Agings (including EXIM), Deferred Revenue report and Inventory report Monthly within 60 15 days Yes No Transaction Reports Weekly, on the last Business Day of each week (monthly, within 30 days when no outstanding Credit Extensions) and with each request for a Credit Extension Yes No Projections 30 days prior to FYE and as amended, in each case as approved by Borrower’s board of directors Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) Financial Covenant Required Actual Complies Maintain at all times: Minimum Liquidity $ 3,750,000 $ Yes No Profitability * $ Yes No * See Section 6.9(b) 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.”) T2 BIOSYSTEMSNMT Medical, INC. Inc. BANK USE ONLY NMT Heart, Inc. Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes NoNo Schedule 1 to Compliance Certificate
Appears in 1 contract
Samples: First Loan Modification Agreement (NMT Medical Inc)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: T2 BIOSYSTEMS, AXS-ONE INC. SILICON VALLEY BANK By: /s/ [ILLEGIBLE] Xxxxxx X. Xxxxx By: /s/ [ILLEGIBLE] Xxxxxxxxx Xxxxxx Name: [ILLEGIBLE] Xxxxxx X. Xxxxx Name: [ILLEGIBLE] Xxxxxxxxx Xxxxxx Title: CEO CFO Title: Relationship Manager VP Schedule 1 EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMSB SPECIALTY FINANCE DIVISION Compliance Certificate I, INC. The undersigned an authorized officer of T2 BIOSYSTEMS, AXS-ONE INC. (“Borrower”) certifies that certify under the terms Second Amended and conditions of the Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”) between Borrower and Silicon Valley Bank (“Bank”) as follows (all capitalized terms used herein shall have the meaning set forth in the Agreement): Borrower represents and warrants for each Financed Receivable: Each Financed Receivable is an Eligible Account. Borrower is the owner with legal right to sell, transfer, assign and encumber such Financed Receivable; The correct amount is on the Invoice Transmittal and is not disputed; Except with respect to Deferred Revenue to the extent that it is not offset in accordance with the definition of Advance Rate, payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal date; Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; It reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; It has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral. No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading. Additionally, Borrower represents and warrants as follows: Borrower and each domestic Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change. Borrower has good title to the Collateral, free of Liens except Permitted Liens. All inventory is in all material respects of good and marketable quality, free from material defects. Borrower is not an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower has complied in all material respects with the Federal Fair Labor Standards Act. Borrower has not violated any laws, (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 has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than legally. Borrower and each Subsidiary has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP. Borrower and each Subsidiary has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all government authorities that are necessary to continue its business as currently conducted except where the failure to obtain or make such consents, declarations, notices or filings would not reasonably be expected to cause a Material Adverse Change. Borrower is in compliance for with the period ending with all required financial covenants except as noted below, (2) there are no Events set forth in Section 6.7 of Default, (3) all the Agreement. All representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms represents that there is no existing Event of Section 5.8 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. 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 Annual financial statement (CPA Audited) FYE within 180 days Yes No Board approved projections FYE within 60 days Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to noteDefault.”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: 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. 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: CHYRONHEGO CORPORATION By: /s/ Jxxxx Xxxxxxxxx Name: Jxxxx Xxxxxxxxx Title: SVP & CFO, Treasurer and Corporate Secretary BANK: T2 BIOSYSTEMS, INC. SILICON VALLEY BANK By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE] Mxxxxxx Xxxxx Name: [ILLEGIBLE] Name: [ILLEGIBLE] Mxxxxxx Xxxxx Title: CEO Title: Relationship Manager Vice President EXHIBIT A EXHIBIT D - COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMS, INC. CHYRONHEGO CORPORATION The undersigned authorized officer of T2 BIOSYSTEMSCHYRONHEGO CORPORATION (formerly known as Chyron Corporation, INC. (the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 90 days Yes No Board Transaction Reports Monthly within 30 days and with each request for an Advance Yes No A/R & A/P Agings Monthly within 20 days Yes No Board-approved projections FYE within 60 days Yes No The following are the exceptions days, and contemporaneously with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: any updates or changes thereto Yes No
Appears in 1 contract
Samples: Eighth Loan Modification and Waiver Agreement (ChyronHego Corp)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: T2 BIOSYSTEMS, BRIGHTCOVE INC. SILICON VALLEY BANK By: /s/ [ILLEGIBLE] Xxxxxxxxxxx X. Xxxxxx By: /s/ [ILLEGIBLE] Xxxx Xxxxxx Name: [ILLEGIBLE] Xxxxxxxxxxx X. Xxxxxx Name: [ILLEGIBLE] Xxxx Xxxxxx Title: CEO CFO and Treasurer Title: Relationship Manager Vice President SCHEDULE 1 EXHIBIT A COMPLIANCE CERTIFICATE TOE LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME Fax To: SILICON VALLEY BANK Date: FROMLOAN PAYMENT: T2 BIOSYSTEMS, INC. The undersigned authorized officer of T2 BIOSYSTEMS, INC. Brightcove Inc. From Account # To Account # (“Borrower”Deposit Account #) certifies that under the terms and conditions (Loan Account #) Principal $ and/or Interest Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account# (Loan and Security Agreement between Borrower and Bank Account #) (the “Agreement”), (1Deposit Account #) Borrower is in compliance for the period ending with all required covenants except as noted below, (2) there are no Events Amount of Default, (3) all Term Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true and correct in all material respects on this the date except as noted belowof the request for an advance; 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 true and complete correct in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Eastern Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (4ABA) Borrower#: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and each of its Subsidiaries, has timely filed all required tax returns agree that my (our) funds transfer request shall be processed in accordance with 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 subject to the terms of Section 5.8 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them conditions set forth in the Agreementagreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Please indicate compliance status by circling YesAuthorized Signature: 2nd Signature (if required): ____________________________________________ Print Name/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No Board approved projections FYE within 60 days Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: VerifiedPrint Name/Title: AUTHORIZED SIGNER DateTelephone #: Compliance Status: Yes NoTelephone #:
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COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth State of Massachusetts California as of the date first written above. BORROWER: BANK: T2 BIOSYSTEMS, INC. FINISAR CORPORATION SILICON VALLEY BANK By: /s/ [ILLEGIBLE] X. X. Xxxxxxx By: Name: X. X. Xxxxxxx Name: Title: CFO Title: OPTIUM CORPORATION By: /s/ [ILLEGIBLE] X. X. Xxxxxxx Name: [ILLEGIBLE] Name: [ILLEGIBLE] X. X. Xxxxxxx Title: CEO Title: Relationship Manager CFO SCHEDULE 1 EXHIBIT A B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMS, INC. FINISAR CORPORATION and OPTIUM CORPORATION The undersigned authorized officer of T2 BIOSYSTEMS, INC. FINISAR CORPORATION and OPTIUM CORPORATION (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. , Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Financial Statements and Compliance Certificate Monthly within 30 days Yes No Annual financial statement statements (CPA Audited) on 10-K Annually, upon the earlier of 5 days after filing Form 10-K with SEC or 90 days after FYE within 180 days Yes No Board approved projections FYE within 60 days Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: 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. 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: CHYRON CORPORATION By: /s/ Jxxxx Xxxxxxxxx Name: Jxxxx Xxxxxxxxx Title: SVP & CFO, Treasurer and Corporate Secretary BANK: T2 BIOSYSTEMS, INC. SILICON VALLEY BANK By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE] A. Bxxxxx Xxxx Arrante Name: [ILLEGIBLE] Name: [ILLEGIBLE] A. Bxxxxx Xxxx Arrante Title: CEO Title: Relationship Manager Vice President EXHIBIT A 1 EXHIBIT D - COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMS, INC. CHYRON CORPORATION The undersigned authorized officer of T2 BIOSYSTEMS, INC. CHYRON CORPORATION (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 90 days Yes No Board Transaction Reports Monthly within 30 days and with each request for an Advance Yes No A/R & A/P Agings Monthly within 20 days Yes No Board-approved projections FYE within 60 days Yes No The following are the exceptions days, and contemporaneously with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: any updates or changes thereto Yes No
Appears in 1 contract
Samples: Seventh Loan Modification Agreement (ChyronHego Corp)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth State of Massachusetts California as of the date first written above. BORROWER: BANK: T2 BIOSYSTEMS, INC. FINISAR CORPORATION SILICON VALLEY BANK By: /s/ [ILLEGIBLE] XXXXXXX X. XXXXXXX By: /s/ [ILLEGIBLE] XXX XXXXX Name: [ILLEGIBLE] Xxxxxxx X. Xxxxxxx Name: [ILLEGIBLE] Xxx Xxxxx Title: CEO Senior Vice President, Finance and CFO Title: Relationship Manager Managing Director SCHEDULE 1 EXHIBIT A B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMS, INC. FINISAR CORPORATION The undersigned authorized officer of T2 BIOSYSTEMS, INC. FINISAR CORPORATION (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Financial Statements and Compliance Certificate Monthly within 30 days Yes No Annual financial statement statements (CPA Audited) on 10-K FYE within 180 90 days Yes No Board approved projections FYE within 60 days Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: T2 BIOSYSTEMSLIMELIGHT NETWORKS, INC. SILICON VALLEY BANK By: /s/ [ILLEGIBLE] :____________________________________ By: /s/ [ILLEGIBLE] :____________________________________ Name: [ILLEGIBLE] :__________________________________ Name: [ILLEGIBLE] :_________________________________ Title: CEO :___________________________________ Title: Relationship Manager :___________________________________ SCHEDULE 1 EXHIBIT A B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMSLIMELIGHT NETWORKS, INC. The undersigned authorized officer of T2 BIOSYSTEMSLIMELIGHT NETWORKS, INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No Board approved projections FYE within 60 days Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No
Appears in 1 contract
Samples: Second Loan Modification Agreement (Limelight Networks, Inc.)
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: T2 BIOSYSTEMS, INC. PHASE FORWARD INCORPORATED SILICON VALLEY BANK By: /s/ [ILLEGIBLE] Xxxxxxx X. Xxxxxx By: Name: Xxxxxxx X. Xxxxxx Name: Title: Vice President, Finance Title: The undersigned, PHASE FORWARD SECURITIES CORPORATION, ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unlimited Guaranty dated May 3, 1999 (the “Guaranty”) and acknowledges, confirms and agrees that the Guaranty shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith. PHASE FORWARD SECURITIES CORPORATION By: /s/ [ILLEGIBLE] Xxxxxx Xxxxxxxx Name: [ILLEGIBLE] Name: [ILLEGIBLE] Xxxxxx Xxxxxxxx Title: CEO Title: Relationship Manager Treasurer EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMS, INC. PHASE FORWARD INCORPORATED The undersigned authorized officer of T2 BIOSYSTEMS, INC. (“Borrower”) PHASE FORWARD INCORPORATED certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1i) Borrower is in complete compliance for the period ending with all required covenants except as noted below, below and (2) there are no Events of Default, (3ii) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned 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. Please .Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial Financial statements with Compliance Certificate CC Monthly within 30 days 45 days* Yes No Annual financial statement (CPA Audited) FYE within 180 120 days Yes No Board approved projections FYE within 60 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No The following are the exceptions with respect to the certification above: (If no exceptions existAnnual Projections Within 45 days of prior FYE Yes No *January 2004 and February 2004 financial statements and compliance certificate due April 15, state “No exceptions to note2004.”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No
Appears in 1 contract
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: CHYRON CORPORATION By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: SVP & CFO BANK: T2 BIOSYSTEMS, INC. SILICON VALLEY BANK By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE] Xxxxxxx Xxxxxxxx Name: [ILLEGIBLE] Name: [ILLEGIBLE] Xxxxxxx Xxxxxxxx Title: CEO Title: Relationship Manager Vice President EXHIBIT A - COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMS, INC. CHYRON CORPORATION The undersigned authorized officer of T2 BIOSYSTEMS, INC. CHYRON CORPORATION (“"Borrower”") certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “"Agreement”"), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “"Complies” " column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes No Board approved projections FYE within 60 days Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No
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COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: T2 BIOSYSTEMSATHENAHEALTH, INC. SILICON VALLEY BANK BANK, DOING BUSINESS AS SILICON VALLEY EAST By: /s/ [ILLEGIBLE] Xxxx Xxxxx By: /s/ [ILLEGIBLE] --------------------------------- ------------------------------------ Name: [ILLEGIBLE] Xxxx Xxxxx Name: [ILLEGIBLE] Title: CEO Chief Financial Officer ---------------------------------- Title: Relationship Manager --------------------------------- SILICON VALLEY BANK, By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- (signed in Santa Xxxxx County, California) EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: T2 BIOSYSTEMSATHENAHEALTH, INC. The undersigned authorized officer of T2 BIOSYSTEMSAthenahealth, INC. (“Borrower”) Inc., hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “"Agreement”"), (1i) Borrower is in complete compliance for the period ending ____________________ with all required covenants except as noted below, below and (2) there are no Events of Default, (3ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bankdate hereof. Attached herewith are the required documents supporting the certification. The undersigned Officer further certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned Officer expressly acknowledges that no borrowings may be requested by the Borrower at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that such compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the 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 Annual financial statement (CPA Audited) FYE within 180 days Yes No Board approved projections FYE within 60 days Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) T2 BIOSYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No
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