Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 5 contracts
Samples: Loan and Security Agreement (Encision Inc), Loan and Security Agreement (Encision Inc), Loan and Security Agreement (Procera Networks Inc)
Due Organization, Authorization; Power and Authority. Borrower is and each of its Subsidiaries are duly existing and in good standing standing, as a Registered Organization in its jurisdiction of formation and each is qualified and licensed to do business and each is in good standing in any jurisdiction in which the conduct of each 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 have a material adverse effect on Borrower’s business, taken as a whole. In connection with this Agreement, Borrower has delivered to Bank a completed certificate certificates signed by Borrowereach Borrower and Guarantor, respectively, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) except as set forth in the Perfection Certificate, Borrower (and each of its predecessors) has not, in the past five (5) yearsyears immediately preceding the Effective Date, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted the event of change reflected in such updated Perfection Certificate is not prohibited by one or more specific provisions in this Agreement, and upon written notification by Borrower to Bank of such event or change, the Perfection Certificate shall be deemed to have been updated to include such information). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable material order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) effect or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business, taken as a whole.
Appears in 5 contracts
Samples: Loan and Security Agreement (Mavenir Systems Inc), Subordinated Loan and Security Agreement (Mavenir Systems Inc), Senior Loan and Security Agreement (Mavenir Systems Inc)
Due Organization, Authorization; Power and Authority. Borrower is (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any other jurisdiction in which the conduct of its their respective business or its ownership of property requires require that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Bank Lender a completed certificate signed by Borrower, Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower represents Representative has provided notice of a legal name change to Lender in accordance with Section 7.2, (i) each Loan Party’s and warrants to Bank that (a) Borrowereach Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (bii) Borrower each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (ciii) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s and each Subsidiary’s organizational identification number or accurately states that Borrower such Loan Party has none; (div) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as Borrowersuch Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office); (ev) Borrower except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (fvi) all other information set forth on the Perfection Certificate pertaining to Borrower each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower such Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Effective Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.
(b) The execution, delivery and performance by Borrower each Loan Party of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Loan Party’s Operating Documents or other organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate violate, in any material respect, any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Loan Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower such Loan Party is bound. Borrower No Loan Party is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Effect. No Subsidiary which is not a Loan Party owns any material adverse effect on Borrower’s businessIntellectual Property.
Appears in 4 contracts
Samples: Loan and Security Agreement (Pulmonx Corp), Loan and Security Agreement (Pulmonx Corp), Loan and Security Agreement (Pulmonx Corp)
Due Organization, Authorization; Power and Authority. Borrower is (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any other jurisdiction in which the conduct of its their respective business or its ownership of property requires require that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect. In connection with this Agreement, Borrower Representative has delivered to Bank Agent a completed certificate signed by Borrower, Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower represents and warrants Representative has provided notice of a legal name change to Bank that Agent in accordance with Section 7.2, (ai) Borrowereach Loan Party’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (bii) Borrower each Loan Party is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (ciii) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s organizational identification number or accurately states that Borrower such Loan Party has none; (div) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s place of business, or, if more than one, its chief executive office as well as Borrowersuch Loan Party’s mailing address (if different than its chief executive office); (ev) Borrower except as set forth in the Perfection Certificate, each Loan Party (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (fvi) all other information set forth on the Perfection Certificate pertaining to Borrower each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower each Loan Party may from time to time update certain information in the Perfection Certificate after the Effective Closing Date to the extent permitted by one or more specific provisions in this Agreement). .
(b) The execution, delivery and performance by Borrower each Loan Party of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Loan Party’s Operating Documents or other organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Loan Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower such Loan Party is bound. Borrower No Loan Party is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect.
Appears in 4 contracts
Samples: Loan and Security Agreement (EBR Systems, Inc.), Loan and Security Agreement (Tracon Pharmaceuticals, Inc.), Loan and Security Agreement (Brilliant Earth Group, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is and each of its Subsidiaries, if any, are duly existing and in good standing as a Registered Organization Organizations in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed substantially in the form provided by Bank to Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood complete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement)provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) effect or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is Borrower or any of its Subsidiaries may be bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 3 contracts
Samples: Loan and Security Agreement (Stereotaxis, Inc.), Loan and Security Agreement (Stereotaxis, Inc.), Loan and Security Agreement (Stereotaxis, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any other jurisdiction in which the conduct of its their respective business or its ownership of property requires require that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect. In connection with this Agreement, Borrower Representative has delivered to Bank Agent a completed certificate signed by Borrower, Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower represents and warrants Representative has provided notice of a legal name change to Bank that Agent in accordance with Section 7.2, (ai) Borrowereach Loan Party’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (bii) Borrower each Loan Party is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (ciii) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s organizational identification number or accurately states that Borrower such Loan Party has none; (div) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s place of business, or, if more than one, its chief executive office as well as Borrowersuch Loan Party’s mailing address (if different than its chief executive office); (ev) Borrower except as set forth in the Perfection Certificate, each Loan Party (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; (vi) each Subsidiary that is an MSB Subsidiary is designated as such in the Perfection Certificate; and (fvii) all other information set forth on the Perfection Certificate pertaining to Borrower each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower such Loan Party may from time to time update certain information in the Perfection Certificate after the Effective Closing Date to the extent permitted by one or more specific provisions in this Agreement). .
(b) The execution, delivery and performance by Borrower each Loan Party of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Loan Party’s Operating Documents or other organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Loan Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower such Loan Party is bound. Borrower No Loan Party is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Effect. No Subsidiary which is not a Loan Party owns any material adverse effect on Borrower’s businessIntellectual Property.
Appears in 3 contracts
Samples: Loan and Security Agreement (Expensify, Inc.), Loan and Security Agreement (Expensify, Inc.), Loan and Security Agreement (Expensify, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that that, except as may have been updated by a notification to Bank pursuant to Section 7.2, (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) except as set forth in the Perfection Certificate, Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) except as may have been updated by a notification to Bank which is expressly permitted under another Section of this Agreement, all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by such information is updated in accordance with one or more specific provisions in this AgreementAgreement and that Perfection Certificate shall be deemed automatically updated by such updated information). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 3 contracts
Samples: Loan and Security Agreement (Gigamon LLC), Loan and Security Agreement (Gigamon LLC), Loan and Security Agreement (Gigamon LLC)
Due Organization, Authorization; Power and Authority. Borrower and each of its Domestic Subsidiaries is duly validly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate certificates each signed by BorrowerBorrower and Guarantor, respectively, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) effect or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 3 contracts
Samples: Loan and Security Agreement (Axcelis Technologies Inc), Loan and Security Agreement (Axcelis Technologies Inc), Loan and Security Agreement (Axcelis Technologies Inc)
Due Organization, Authorization; Power and Authority. Borrower is (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any other jurisdiction in which the conduct of its their respective business or its ownership of property requires require that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect. In connection with this Agreement, Borrower Representative has delivered to Bank Administrative Agent a completed certificate signed by Borrower, Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower represents and warrants to Bank that Representative has provided notice of a legal name change in accordance with Section 7.2, (ai) Borrowereach Loan Party’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (bii) Borrower each Loan Party is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (ciii) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s organizational identification number or accurately states that Borrower such Loan Party has none; (div) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s place of business, or, if more than one, its chief executive office as well as Borrowersuch Loan Party’s mailing address (if different than its chief executive office); (ev) Borrower except as set forth in the Perfection Certificate, each Loan Party (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (fvi) all other information set forth on the Perfection Certificate pertaining to Borrower each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower each Loan Party may from time to time update certain information in the Perfection Certificate after the Effective Closing Date to the extent permitted by one or more specific provisions in this Agreement). .
(b) The execution, delivery and performance by Borrower each Loan Party of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Loan Party’s Operating Documents or other organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Loan Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower such Loan Party is bound. Borrower No Loan Party is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect.
Appears in 3 contracts
Samples: Loan and Security Agreement (Surface Oncology, Inc.), Loan and Security Agreement (Aptinyx Inc.), Loan and Security Agreement (Surface Oncology, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). The execution, delivery and performance Bank hereby agrees that the Perfection Certificate shall be deemed to be updated to reflect information provided in any notice delivered by Borrower to Bank pursuant to the last full paragraph of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.Section 7.2
Appears in 3 contracts
Samples: Loan and Security Agreement (AltheaDx, Inc.), Loan and Security Agreement (AltheaDx, Inc.), Loan and Security Agreement (AltheaDx, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that that, as set forth on the Perfection Certificate unless changed pursuant to a notification to Bank pursuant to Section 7.2: (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate in any material respect any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) effect or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 3 contracts
Samples: Loan and Security Agreement (iRhythm Technologies, Inc.), Loan and Security Agreement (iRhythm Technologies, Inc.), Loan and Security Agreement (iRhythm Technologies, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”). Borrower represents and warrants to Bank that except in each case, as may have been updated by a notification to Bank in accordance with Section 7.2, (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) except as set forth in the Perfection Certificate dated as of the Effective Date, Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this AgreementAgreement and that the Perfection Certificate shall be deemed updated to reflect the incorporation of any such information disclosed by Borrower to Bank pursuant to Section 7). The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorizedauthorized by Borrower, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) effect and filings necessary to perfect Liens granted under the Loan Documents), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 2 contracts
Samples: Loan and Security Agreement (Livongo Health, Inc.), Loan and Security Agreement (Livongo Health, Inc.)
Due Organization, Authorization; Power and Authority. Co-Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Co-Borrower’s business. In connection with this Agreement, Co-Borrower has delivered to Bank a completed certificate signed by Co-Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”). Co-Borrower represents and warrants to Bank that (a) Co-Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Co-Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Co-Borrower’s organizational identification number or accurately states that Co-Borrower has none; (d) the Perfection Certificate accurately sets forth Co-Borrower’s place of business, or, if more than one, its chief executive office as well as Co-Borrower’s mailing address (if different than its chief executive office); (e) Co-Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Co-Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Co-Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Co-Borrower is not now a Registered Organization but later becomes one, Co-Borrower shall promptly notify Bank of such occurrence and provide Bank with Co-Borrower’s organizational identification number. The execution, delivery and performance by Co-Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Co-Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Co-Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect, or are being obtained pursuant to Section 6.1(b)) or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Co-Borrower is bound. Co-Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Co-Borrower’s business.
Appears in 2 contracts
Samples: Loan and Security Agreement (Twist Bioscience Corp), Loan and Security Agreement (Twist Bioscience Corp)
Due Organization, Authorization; Power and Authority. Borrower is The Loan Parties and each of their Subsidiaries are duly existing and and, where applicable, in good standing as a Registered Organization in its jurisdiction jurisdictions of organization or formation and the Loan Parties and each of their Subsidiaries is qualified and licensed to do business and, where applicable, and other than in respect of a UK Obligor, is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change. In connection with this Agreement, Borrower has the Loan Parties and each of its Subsidiaries have delivered to Bank Collateral Agent a completed perfection certificate signed by Borrower, entitled an officer of such Loan Party or such Subsidiary (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). Borrower Each Loan Party represents and warrants to Bank that (a) Borrower’s Borrower and each of its Subsidiaries’ exact legal name is that which is indicated on the its respective Perfection Certificate and on the signature page hereofof each Loan Document to which it is a party; (b) Borrower each Loan Party and each of their Subsidiaries is an organization of the type and is organized in the jurisdiction set forth in the on its respective Perfection Certificate; (c) the each Perfection Certificate accurately sets forth Borrowereach of the Loan Party’s and their Subsidiaries’ organizational identification number or accurately states that Borrower such Loan Party or such Subsidiary has none; (d) the each Perfection Certificate accurately sets forth Borrowereach Loan Party’s and each of its Subsidiaries’ place of business, or, if more than one, its chief executive office as well as Borrowereach Loan Party’s and each of its Subsidiaries’ mailing address (if different than its chief executive office); (e) Borrower each Loan Party and each of their Subsidiaries (and each of its respective predecessors) has have not, in the past five (5) years, changed its jurisdiction of formationorganization, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate Certificates pertaining to Borrower each Loan Party and each of its Subsidiaries their Subsidiaries, is accurate and complete in all material respects (it being understood and agreed that Borrower each Loan Party and each of their Subsidiaries may from time to time update certain information in the Perfection Certificate Certificates (including the information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions in this Agreement); such updated Perfection Certificates subject to the review and approval of Collateral Agent. If any Loan Party or any of their Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Collateral Agent of such occurrence and provide Collateral Agent with such Person’s organizational identification number within ten (10) Business Days of receiving such organizational identification number. The execution, delivery and performance by Borrower the Loan Parties and each of their Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowerthe Loan Party’s or such Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower a Loan Party or any of its Subsidiaries such Subsidiary, or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default under any material agreement by which Borrower a Loan Party or any of their Subsidiaries, or their respective properties, is bound. Borrower N Loan Party, nor any of their Subsidiaries is not in default under any agreement to which it is a party or by which it or any of its assets is bound in which the such default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change.
Appears in 2 contracts
Samples: Loan and Security Agreement (Immunocore LTD), Loan and Security Agreement (Immunocore LTD)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) other than as disclosed on the Perfection Certificate, Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate true and complete correct (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification by Borrower with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 2 contracts
Samples: Loan and Security Agreement (Zendesk, Inc.), Loan and Security Agreement (Zendesk, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is and each of its Subsidiaries are duly existing and in good standing as a Registered Organization Organizations in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any other jurisdiction in which the conduct of its their respective business or its ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s 's business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “"Perfection Certificate”" (the "Perfection Certificate"). Borrower represents and warrants to Bank that that, except as may have been updated by a notification to Bank pursuant to Section 7.2, (a) Borrower’s 's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s 's organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s 's place of business, or, if more than one, its chief executive office as well as Borrower’s 's mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s 's organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s 's business.
Appears in 2 contracts
Samples: Loan and Security Agreement (Quantenna Communications Inc), Loan and Security Agreement (Quantenna Communications Inc)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a material default under or violate any material Requirement of Law, (iii) materially contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effecteffect or which would reasonably be expected to have a material adverse effect on Borrower’s business) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 2 contracts
Samples: Loan and Security Agreement (Evoke Pharma Inc), Loan and Security Agreement (Evoke Pharma Inc)
Due Organization, Authorization; Power and Authority. Borrower is and each of its Subsidiaries are duly existing and in good standing as a Registered Organization Organizations in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any other jurisdiction in which the conduct of its their respective business or its ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s 's business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”). Borrower represents and warrants to Bank that that, except as may have been updated by a notification to Bank pursuant to Section 7.2, (a) Borrower’s 's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s 's organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s 's place of business, or, if more than one, its chief executive office as well as Borrower’s 's mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s 's organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s 's business.
Appears in 2 contracts
Samples: Mezzanine Loan and Security Agreement (Quantenna Communications Inc), Mezzanine Loan and Security Agreement (Quantenna Communications Inc)
Due Organization, Authorization; Power and Authority. Borrower Each Credit Party is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrowereach Credit Party’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereofof each Loan Document to which such Credit Party is a party; (b) Borrower the Credit Party is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrowereach Credit Party’s organizational identification number or accurately states that Borrower the applicable Credit Party has none; (d) the Perfection Certificate accurately sets forth Borrowereach Credit Party’s place of business, or, if more than one, its chief executive office as well as Borrowereach Credit Party’s mailing address (if different than its chief executive office); (e) Borrower no Credit Party (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries the Credit Parties is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted not prohibited by one or more specific provisions in this Agreement)) in all material respects. If a Credit Party is not now a Registered Organization but later becomes one, Borrower shall within fifteen (15) days notify Bank of such occurrence and provide Bank with such Credit Party’s organizational identification number. The execution, delivery and performance by Borrower each Credit Party of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowerthe Credit Party’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any material applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries Credit Party or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) effect or will be obtained on the Effective Date), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower a Credit Party is bound. Borrower No Credit Party is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 2 contracts
Samples: Loan and Security Agreement, Loan and Security Agreement (Tenable Holdings, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate” and a completed schedule of exceptions signed by the Borrower and approved by the Bank, entitled “Schedule of Exceptions”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate and in the Schedule of Exceptions pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate and in the Schedule of Exceptions after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 2 contracts
Samples: Loan and Security Agreement (Corium International, Inc.), Loan and Security Agreement (Corium International, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is duly organized, validly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any other jurisdiction in which the conduct of its business or its ownership of property and other assets or business which it is engaged in requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized or is incorporated in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) except as indicated on the Perfection Certificate, Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) filings and registrations contemplated by this Agreement, or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 2 contracts
Samples: Loan and Security Agreement (Ziprecruiter, Inc.), Loan and Security Agreement (Ziprecruiter, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank Collateral Agent and the Lenders a completed certificate signed by Borrower, Borrower entitled “Perfection Certificate”” dated as of the Effective Date pursuant to which Borrower made certain representations and warranties to Collateral Agent and the Lenders. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) except as set forth in such Perfection Certificates, Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except (1) such Governmental Approvals which have already been obtained and are in full force and effecteffect and (2) any filings required by the Loan Documents in connection with the security interests granted herein), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 2 contracts
Samples: Loan and Security Agreement (Nalu Medical, Inc.), Loan and Security Agreement (Nalu Medical, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any other jurisdiction in which the conduct of its their respective business or its ownership of property requires require that it they be qualified except where the failure to do so could would not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect. In connection with this Agreement, Borrower Representative has delivered to Bank Administrative Agent a completed certificate signed by Borrower, Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower represents and warrants to Bank that Representative has provided notice of a legal name change in accordance with Section 7.2, (ai) Borrowereach Loan Party’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (bii) Borrower each Loan Party is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (ciii) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s organizational identification number or accurately states that Borrower such Loan Party has none; (div) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s place of business, or, if more than one, its chief executive office as well as Borrowersuch Loan Party’s mailing address (if different than its chief executive office); (ev) Borrower except as set forth in the Perfection Certificate, each Loan Party (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (fvi) all other information set forth on the Perfection Certificate pertaining to Borrower each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower each Loan Party may from time to time update certain information in the Perfection Certificate after the Effective Closing Date to the extent permitted by one or more specific provisions in this Agreement). .
(b) The execution, delivery and performance by Borrower each Loan Party of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Loan Party’s Operating Documents or other organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any material applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Loan Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower such Loan Party is bound. Borrower No Loan Party is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect.
Appears in 2 contracts
Samples: Loan and Security Agreement (Metacrine, Inc.), Loan and Security Agreement (Metacrine, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in its jurisdiction of formation and each is qualified and licensed to do business and each is in good standing in any jurisdiction in which the conduct of each of its business or its ownership of property requires that it be qualified except where the failure to do so could would not reasonably be expected to have a material adverse effect on Borrower’s businessbusiness taken as a whole. In connection with this Agreement, Borrower has delivered to Bank a completed certificate certificates each signed by Borrower, each entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction jurisdictions set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth each Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) except as set forth in the Perfection Certificate, Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date Date, and such information is deemed automatically updated, to the extent changes are permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documentsdocuments (except where Borrower has obtained any necessary consents), (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is boundbound (after giving effect to any consents or amendments obtained concurrently herewith). Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could would reasonably be expected to have a material adverse effect on Borrower’s businessbusiness taken as a whole.
Appears in 2 contracts
Samples: Loan and Security Agreement (NxStage Medical, Inc.), Loan and Security Agreement (NxStage Medical, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is and each of its Subsidiaries are duly existing and in good standing as a Registered Organization Organizations only in its jurisdiction the State of formation Delaware, and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate certificates substantially in the form attached hereto as Exhibit G each signed by BorrowerBorrower and each Guarantor, respectively, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction state of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) effect or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 2 contracts
Samples: Loan and Security Agreement, Loan and Security Agreement (Motricity Inc)
Due Organization, Authorization; Power and Authority. Borrower (a) Each Loan Party and each of its Subsidiaries is duly existing and (in such jurisdictions where applicable) in good standing as a Registered Organization in its respective jurisdiction of formation formation, ISR Guarantor is not a “breaching company” (as such term is defined under the Israeli Companies Law 1999) and each Loan Party and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any other jurisdiction in which the conduct of its respective business or its ownership of property requires that it be is qualified except where the failure to do so could not reasonably be expected to have a material adverse effect Material Adverse Effect. ISR Guarantor is a limited liability company, duly organized and validly existing and is not in a status of a “breaching company” (as such term is defined under the Israeli Companies Law, 5759-1999), under the laws of the State of Israel and has the power to carry on Borrower’s businessits business as it is now being conducted and to owns its property and other assets. In connection with this Agreement, Borrower Representative has delivered to Bank Administrative Agent a completed certificate signed by Borrower, a Responsible Officer of Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower represents and warrants to Bank that Representative has provided notice of a legal name change in accordance with Section 7.2, (ai) Borrowereach Loan Party’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (bii) Borrower each Loan Party is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (ciii) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s organizational identification number or accurately states that Borrower such Loan Party has none; (div) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s place of business, or, if more than one, its chief executive office as well as Borrowersuch Loan Party’s mailing address (if different than its chief executive office); (ev) Borrower except as set forth in the Perfection Certificate, each Loan Party (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (fvi) all other information set forth on the Perfection Certificate pertaining to Borrower each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower each Loan Party may from time to time update certain information in the Perfection Certificate after the Effective Closing Date to the extent permitted by one or more specific provisions in this Agreement). .
(b) The execution, delivery and performance by Borrower each Loan Party of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Loan Party’s Operating Documents or other organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Loan Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower such Loan Party is bound. Borrower No Loan Party is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect.
Appears in 2 contracts
Samples: Loan and Security Agreement (89bio, Inc.), Loan and Security Agreement (89bio, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in its jurisdiction of formation and each is qualified and licensed to do business and each is in good standing in any jurisdiction in which the conduct of each 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 have a material adverse effect on Borrower’s business; provided, however, that Borrower shall not be required to be in good standing in the State of Delaware until the date that is thirty (30) days after the Effective Date. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Perfection. Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and provided that the Perfection Certificate shall be deemed to be updated to reflect the information provided in any notice delivered by Borrower to Bank pursuant to Section 7.2 of this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, authorized and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 2 contracts
Samples: Loan and Security Agreement (Adaptive Insights Inc), Loan and Security Agreement (Adaptive Insights Inc)
Due Organization, Authorization; Power and Authority. (a) (i) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in its their respective jurisdiction of formation and is (ii) Borrower and each of its Subsidiaries are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except except, in each case under their clause (ii), where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; business or operations.
(b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate true and complete (it being understood and agreed correct. Without limiting any other representations, covenants, or terms in this Agreement, Bank agrees that Borrower may from time to time update certain the information in the Perfection Certificate after by delivering to Bank via email a document, in form reasonably satisfactory to Bank, listing the specific sections of the Perfection Certificate to be updated and the updates to each such section in detail reasonably satisfactory to Bank. Bank and Borrower acknowledge and agree that any such document shall be deemed to be a part of the Perfection Certificate for purposes of this Agreement. Xxxxxxxx further acknowledges and agrees that it will deliver a new completed and fully-executed certificate in the form of the “Perfection Certificate” delivered on the Effective Date (or such other form as is requested by Bank) to the extent permitted Bank (i) at least annually and (ii) within ten (10) days of a request therefor by one or more specific provisions in this Agreement). Bank at any time.
(c) The execution, delivery and performance by Borrower Xxxxxxxx and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorizedauthorized by Borrower, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be are bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) effect and filings necessary to perfect Bank’s Liens granted by Borrower under the Loan Documents), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessor any of its Subsidiary’s business or operations.
Appears in 2 contracts
Samples: Loan and Security Agreement (Ibotta, Inc.), Loan and Security Agreement (Ibotta, Inc.)
Due Organization, Authorization; Power and Authority. Borrower (a) Each Credit Party is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. .
(b) In connection with this Agreement, Borrower has delivered delivered, or caused to be delivered, to Bank a completed certificate certificates signed by BorrowerBorrower or one of its Subsidiaries, respectively, entitled “Perfection Certificate”” (unless otherwise specified, references in this Agreement to “Perfection Certificate” or “Perfection Certificates” shall include all Perfection Certificates delivered to Bank by Borrower or any of its Subsidiaries). Borrower represents and warrants to Bank that that, as of the Effective Date, with respect to the Perfection Certificate delivered by Borrower on the Effective Date, (ai) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (bii) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (ciii) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (div) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (ev) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (fvi) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number.
(c) The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documentsOperating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, or (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect).
(d) or (v) The execution, delivery and performance by Borrower of the Loan Documents to which it is a party do not constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 2 contracts
Samples: Loan and Security Agreement (Mindspeed Technologies, Inc), Loan and Security Agreement (Mindspeed Technologies, Inc)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that that, except to the extent Borrower has provided notice to Bank under one or more provisions contained in this Agreement specifically contemplating such notices (each such notice shall be deemed to automatically update such disclosure in the Perfection Certificate), (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, which contravention, conflict or violation could reasonably be expected to have a material adverse effect on Borrower’s business, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 2 contracts
Samples: Loan and Security Agreement (Aerohive Networks, Inc), Loan and Security Agreement (Aerohive Networks, Inc)
Due Organization, Authorization; Power and Authority. i. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s businessqualified.
ii. In connection with this Agreement, Borrower has delivered to Bank Originator a completed certificate loan application in the form required by Ex-Im Bank, signed by BorrowerBorrower and Guarantors, entitled together with any supplementary information or materials appended thereto or furnished in connection therewith (collectively with all attachments and supplements, the “Perfection CertificateApplication”. Borrower represents and warrants to Bank that ).
(aA) Borrower’s exact legal name is that indicated on the Perfection Certificate Application and on the signature page hereof; (bB) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection CertificateApplication; (cC) the Perfection Certificate Application accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (dD) the Perfection Certificate Application accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (eE) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; jurisdiction and (fF) all other information set forth on in the Perfection Certificate Application and the certifications therein pertaining to Borrower and each of its Subsidiaries is Guarantors, including with respect to Borrower’s export-related activities, are accurate and complete (it being understood and agreed that Borrower may from time to time update certain information such representations and certifications contained in the Perfection Certificate after the Effective Date to the extent permitted Application are hereby incorporated by one or more specific provisions in this Agreement)reference herein as if fully set forth herein.
iv. Borrower is an Eligible Person.
v. The execution, delivery and performance by Borrower and each Guarantor of the Loan Documents to which it is a party have been duly authorized, and do not (iA) conflict with any of Borrower’s or any Guarantor’s organizational documents, (iiB) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iiiC) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries Guarantor or any of their property or assets may be bound or affected, (ivD) require any action by, filing, registration, or qualification with, or Governmental Approval approval from, any Governmental Authority (except such Governmental Approvals approvals which have already been obtained and are in full force and effect) ), or (vE) constitute an event of a default under any material agreement by which Borrower or Guarantor is bound.
vi. Each Loan Document to which Borrower and each Guarantor is a party constitutes a valid and legally binding obligation of Borrower and each Guarantor enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditor’s rights and to general principles of equity.
vii. Borrower is not in default under any agreement to which it is a party or by which it is bound in bound, which the default could reasonably be expected to have a material adverse effect on Borrower’s businessresult in any Material Adverse Effect.
Appears in 2 contracts
Samples: Loan, Security and Guarantee Agreement (Ener-Core Inc.), Loan Agreement (Ener-Core Inc.)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s businessMaterial Adverse Change. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) effect or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 2 contracts
Samples: Loan and Security Agreement (Yodlee Inc), Loan and Security Agreement (Yodlee Inc)
Due Organization, Authorization; Power and Authority. Borrower is and each of its Subsidiaries (other than Immaterial Subsidiaries) are duly existing and in good standing as a Registered Organization Organizations in its their jurisdiction of formation and is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their business or its ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have result in a material adverse effect on Borrower’s businessMaterial Adverse Change. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled Borrower on behalf of itself and each Guarantor (the “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s and each Guarantor’s organizational identification number or accurately states that Borrower or such Guarantor has none; (d) the Perfection Certificate accurately sets forth Borrower’s and each Guarantor’s place of business, or, if more than one, its chief executive office as well as Borrower’s and each Guarantor’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) and each Guarantor has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respects taken as a whole (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower or any Guarantor is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s or such Guarantor’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate in any material respect any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) constitute an a material event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could would reasonably be expected to have result in a material adverse effect on Borrower’s businessMaterial Adverse Change.
Appears in 2 contracts
Samples: Loan and Security Agreement (Enernoc Inc), Loan and Security Agreement (Enernoc Inc)
Due Organization, Authorization; Power and Authority. Borrower is (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any other jurisdiction in which the conduct of its their respective business or its ownership of property requires require that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect. In connection with this Agreement, Borrower Representative has delivered to Bank Administrative Agent a completed certificate signed by Borrower, Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower represents and warrants to Bank that Representative has provided notice of a legal name change in accordance with Section 7.2, (ai) Borrowereach Loan Party’s exact legal name is that the name indicated on the Perfection Certificate and on the signature page hereof; (bii) Borrower each Loan Party is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (ciii) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s organizational identification number or accurately states that Borrower such Loan Party has none; (div) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s place of business, or, if more than one, its chief executive office as well as Borrowersuch Loan Party’s mailing address (if different than its chief executive office); (ev) Borrower except as set forth in the Perfection Certificate, each Loan Party (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (fvi) all other information set forth on the Perfection Certificate pertaining to Borrower each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower each Loan Party may from time to time update certain information in the Perfection Certificate after the Effective Closing Date to the extent permitted by one or more specific provisions in this Agreement). .
(b) The execution, delivery and performance by Borrower each Loan Party of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Loan Party’s Operating Documents or other organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Loan Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) effect and filings and registrations contemplated by this Agreement), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower such Loan Party is bound. Borrower No Loan Party is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect.
Appears in 2 contracts
Samples: Loan and Security Agreement (Alto Neuroscience, Inc.), Loan and Security Agreement (Alto Neuroscience, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s businessMaterial Adverse Change. In connection with this Agreement, each Borrower has delivered to Bank a completed certificate signed by Borrower, Borrower entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) effect or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change.
Appears in 2 contracts
Samples: Loan and Security Agreement (Relypsa Inc), Loan and Security Agreement (Relypsa Inc)
Due Organization, Authorization; Power and Authority. Borrower is and each of its Subsidiaries are duly existing and in good standing as a Registered Organization Organizations in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed substantially in the form provided by Bank to Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood in all material respects. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement)provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is Borrower or any of its Subsidiaries may be bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 2 contracts
Samples: Loan and Security Agreement (Caliper Life Sciences Inc), Loan and Security Agreement (Caliper Life Sciences Inc)
Due Organization, Authorization; Power and Authority. Borrower and each of its Subsidiaries is duly existing and (to the extent such concept exists in its jurisdiction of organization) in good standing as a Registered Organization in its jurisdiction jurisdictions of organization or formation and Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change. In connection with this Agreement, Borrower and each of its Subsidiaries has delivered to Bank Collateral Agent a completed perfection certificate signed by Borrower, entitled an officer of Borrower or such Subsidiary (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). Borrower represents and warrants to Bank that (a) Borrower’s Borrower and each of its Subsidiaries’ exact legal name is that which is indicated on the its respective Perfection Certificate and on the signature page hereofof each Loan Document to which it is a party; (b) Borrower and each of its Subsidiaries is an organization of the type and is organized in the jurisdiction set forth in the on its respective Perfection Certificate; (c) the each Perfection Certificate accurately sets forth each of Borrower’s and its Subsidiaries’ organizational identification number or accurately states that Borrower or such Subsidiary has none; (d) the each Perfection Certificate accurately sets forth Borrower’s and each of its Subsidiaries’ place of business, or, if more than one, its chief executive office as well as Borrower’s and each of its Subsidiaries’ mailing address (if different than its chief executive office); (e) except as may be set forth on its Perfection Certificate, Borrower and each of its Subsidiaries (and each of its respective predecessors) has have not, in the past five (5) years, changed its jurisdiction of formationorganization, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate Certificates pertaining to Borrower and each of its Subsidiaries Subsidiaries, is accurate and complete (it being understood and agreed that Borrower and each of its Subsidiaries may from time to time update certain information in the Perfection Certificate Certificates (including the information set forth in clause (d) above) after the Effective Date to the extent Borrower is permitted to take such action resulting in the applicable update by one or more specific provisions in this Agreement); such updated Perfection Certificates subject to the review and approval of Collateral Agent unless such facts, events or circumstances being updated first arose or occurred after the Effective Date and do not constitute a breach, default, or Event of Default under this Agreement or any other Loan Document. If Borrower or any of its Subsidiaries is not now a Registered Organization but later becomes one, Borrower shall notify Collateral Agent of such occurrence and provide Collateral Agent with such Person’s organizational identification number within five (5) Business Days of receiving such organizational identification number. The execution, delivery and performance by Borrower Xxxxxxxx and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or such Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries such Subsidiary, or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except for filings with the Securities and Exchange Commission such Governmental Approvals which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default under any material agreement by which Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Borrower nor any of its Subsidiaries is not in default under any agreement to which it is a party or by which it or any of its assets is bound in which the such default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change.
Appears in 2 contracts
Samples: Loan and Security Agreement (Syros Pharmaceuticals, Inc.), Loan and Security Agreement (Syros Pharmaceuticals, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in its jurisdiction of formation and each is qualified and licensed to do business and each is in good standing in any jurisdiction in which the conduct of each 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 2 contracts
Samples: Loan and Security Agreement, Loan and Security Agreement (Sonic Foundry Inc)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower ‘s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s Borrower ‘s business.
Appears in 2 contracts
Samples: Loan and Security Agreement (Sensus Healthcare, Inc.), Loan and Security Agreement (Sensus Healthcare, LLC)
Due Organization, Authorization; Power and Authority. Borrower is and each of its Subsidiaries are duly existing and in good standing standing, if applicable, as a Registered Organization Organizations in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any other jurisdiction in which the conduct of its their respective business or its ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, each Borrower has delivered to Bank a completed certificate signed by such Borrower, entitled Perfection Certificate (collectively, the “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 2 contracts
Samples: Loan and Security Agreement (Alvarion LTD), Loan and Security Agreement (Alvarion LTD)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) effect or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 2 contracts
Samples: Loan and Security Agreement, Loan and Security Agreement (Impinj Inc)
Due Organization, Authorization; Power and Authority. Borrower is Borrower, Guarantor and each of their respective Subsidiaries are duly existing and in good standing as a Registered Organization in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their respective business or its ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s, Guarantor’s or each of their respective Subsidiaries’ business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate certificates signed by BorrowerBorrower and Guarantor, respectively, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) each of Borrower’s and Guarantor’s exact legal name is that indicated on the Perfection Certificate and and, with respect to the Borrower, on the signature page hereof; (b) each of Borrower and Guarantor is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth each of Borrower’s and Guarantor’s organizational identification number or accurately states that Borrower or Guarantor has none; (d) the Perfection Certificate accurately sets forth each of Borrower’s and Guarantor’s place of business, or, if more than one, its chief executive office as well as each of Borrower’s and Guarantor’s mailing address (if different than its chief executive office); (e) Borrower and Guarantor (and each of its their respective predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational corporate structure or organizational type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower Borrower, Guarantor and each of its their respective Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower and Guarantor may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). The execution, delivery and performance by Borrower and Guarantor of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or Guarantor’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower Borrower, Guarantor or any of its their respective Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effecteffect (or are being obtained pursuant to Section 6.1(b))) or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or Guarantor is bound. Neither of Borrower nor Guarantor is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s or Guarantor’s business.
Appears in 2 contracts
Samples: Loan Agreement (Aquinox Pharmaceuticals, Inc), Loan Agreement (Aquinox Pharmaceuticals (Usa) Inc)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and provided that the Perfection Certificate shall be deemed to be updated to reflect the information provided in any notice delivered by Borrower to Bank pursuant to Section 7.2 of this Agreement). The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 2 contracts
Samples: Loan and Security Agreement (Roku, Inc), Loan and Security Agreement (Roku, Inc)
Due Organization, Authorization; Power and Authority. Borrower is and each of its Subsidiaries, if any, are duly existing and in good standing as a Registered Organization Organizations in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank Agent and Lenders a completed certificate signed by Borrower, Borrower entitled “Perfection Certificate” in form and substance acceptable to Agent and Lenders (the “Perfection Certificate”). Borrower represents and warrants to Bank Agent and each Lender that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Agent of such occurrence and provide Agent with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documentsOperating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 2 contracts
Samples: Loan and Security Agreement (Chimerix Inc), Loan and Security Agreement (Chimerix Inc)
Due Organization, Authorization; Power and Authority. Co-Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Co-Borrower’s business. In connection with this Agreement, Co-Borrower has delivered to Bank a completed certificate signed by Co-Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”). Co-Borrower represents and warrants to Bank that (a) Co-Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Co-Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Co-Borrower’s organizational identification number or accurately states that Co-Borrower has none; (d) the Perfection Certificate accurately sets forth Co-Borrower’s place of business, or, if more than one, its chief executive office as well as Co-Borrower’s mailing address (if different than its chief executive office); (e) except as set forth in the Perfection Certificate, Co-Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Co-Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Co-Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Co-Borrower is not now a Registered Organization but later becomes one, Co-Borrower shall promptly notify Bank of such occurrence and provide Bank with Co-Borrower’s organizational identification number. The execution, delivery and performance by Co-Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Co-Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Co-Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Co-Borrower is bound. Co-Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Co-Borrower’s business.
Appears in 2 contracts
Samples: Loan and Security Agreement (Upstart Holdings, Inc.), Loan and Security Agreement (Upstart Holdings, Inc.)
Due Organization, Authorization; Power and Authority. Borrower (a) Each Loan Party and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdiction respective jurisdictions of formation and is qualified and licensed to do business and is are in good standing in any other jurisdiction in which the conduct of its respective business or its ownership of property requires require that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect. In connection Except to the extent Borrower Representative has provided notice of a legal name change to Bank in accordance with Section 7.2 or as may be updated from time to time pursuant to the terms of this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (ai) Borrowereach Loan Party’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (bii) Borrower each Loan Party is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (ciii) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s organizational identification number or accurately states that Borrower such Loan Party has none; (div) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s place of business, or, if more than one, its chief executive office as well as Borrowersuch Loan Party’s mailing address (if different than its chief executive officeoffice ); (ev) Borrower except as set forth in the Perfection Certificate, each Loan Party (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (fvi) all other information set forth on the Perfection Certificate pertaining to Borrower each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower such Loan Party may from time to time update certain information in the Perfection Certificate after the Effective Closing Date to the extent permitted by one or more specific provisions in this AgreementAgreement and the Perfection Certificate shall be deemed updated to the extent such notice and is provided to Bank of such permitted update, together with a copy of such updated perfection certificate). .
(b) The execution, delivery and performance by Borrower each Loan Party of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Loan Party’s Operating Documents or other organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Loan Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower such Loan Party is bound, in each case except as could not reasonably be expected to result in a Material Adverse Effect. Borrower No Loan Party is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect.
Appears in 1 contract
Samples: Loan and Security Agreement (PROCEPT BioRobotics Corp)
Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries (if any) are duly existing Ontario corporations and in good standing as a Registered Organization in its jurisdiction of formation and is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”Material Adverse Change. Borrower represents and warrants to Bank that (ai) Borrower’s exact legal name is that indicated on the Perfection Certificate Schedule 5.1 and on the signature page hereof; (bii) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificateon Schedule 5.1; (ciii) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate Schedule 5.1 accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); and
(ev) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, formation or organizational structure or type. Further, or any organizational number assigned in connection with this Agreement, Borrower has delivered to Agent a completed Perfection Certificate signed by its jurisdiction; and Borrower (f) all the “Perfection Certificate”). All other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date Closing Date, to the extent permitted by one or more specific provisions in this Agreement). .
(b) The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, Operating Documents; (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, ; (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, ; (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ); or (v) constitute an event of default under any material agreement by which Borrower or any of its Subsidiaries or their respective properties is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change.
Appears in 1 contract
Samples: Loan and Security Agreement (Tribute Pharmaceuticals Canada Inc.)
Due Organization, Authorization; Power and Authority. Co-Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Co-Borrower’s business. In connection with this the Senior Loan Agreement, Co-Borrower has delivered to Bank a completed certificate signed by Co-Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”). Co-Borrower represents and warrants to Bank that (a) Co-Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Co-Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Co-Borrower’s organizational identification number or accurately states that Co-Borrower has none; (d) the Perfection Certificate accurately sets forth Co-Borrower’s place of business, or, if more than one, its chief executive office as well as Co-Borrower’s mailing address (if different than its chief executive office); (e) except as set forth in the Perfection Certificate, Co-Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Co-Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Co-Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Co-Borrower is not now a Registered Organization but later becomes one, Co-Borrower shall promptly notify Bank of such occurrence and provide Bank with Co-Borrower’s organizational identification number. The execution, delivery and performance by Co-Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Co-Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Co-Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Co-Borrower is bound. Co-Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Co-Borrower’s business.
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (Upstart Holdings, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any other jurisdiction in which the conduct of its their respective business or its ownership of property requires require that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect. In connection with this Agreement, Borrower Representative has delivered to Bank Administrative Agent a completed certificate signed by Borrower, Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower represents and warrants to Bank that Representative has provided notice of a legal name change in accordance with Section 7.2, (ai) Borrowereach Loan Party’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (bii) Borrower each Loan Party is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (ciii) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s organizational identification number or accurately states that Borrower such Loan Party has none; (div) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s place of business, or, if more than one, its chief executive office office, domicile (for Quebec purposes) or principal place of business as well as Borrowersuch Loan Party’s mailing address (if different than its chief executive officeoffice or principal place of business); (ev) Borrower except as set forth in the Perfection Certificate, each Loan Party (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (fvi) all other information set forth on the Perfection Certificate pertaining to Borrower each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower Representative may from time to time update certain information in the Perfection Certificate after the Effective Closing Date to the extent permitted by one or more specific provisions in this Agreement). .
(b) The execution, delivery and performance by Borrower each Loan Party of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Loan Party’s Operating Documents or other organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Loan Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower such Loan Party is bound. Borrower No Loan Party is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Effect.
(c) No order, ruling or decision granted by a securities commission, court of competent jurisdiction or regulatory or administrative body or other Governmental Authority having jurisdiction is in effect, pending or threatened that restricts any trades in any securities of Parent including any cease trade orders and, to the knowledge of Parent, no facts or circumstances exist which would reasonably be expected to give rise to any such order, ruling or decision or other similar claims or investigations. Parent has authorized share capital consisting of an unlimited number of shares of Common Stock, of which, as of the date hereof, there are 230,648,396 shares of Common Stock issued and outstanding. The currently issued and outstanding shares of Common Stock are listed and posted for trading on the Nasdaq Capital Market and Parent is in compliance in all material adverse effect respects with all of the listing conditions on Borrowerthe Nasdaq Capital Market. At all times prior to the full exercise of the conversion rights pursuant to the Conversion Election Notice, Parent will be in a position to issue such number of shares of Common Stock in accordance with the terms of the Conversion Election and will be permitted to do so under applicable rules and regulations of the Nasdaq Stock Market.
(d) Parent is a reporting issuer in each of the Provinces of Canada with the exception of the Province of Québec. Parent is in compliance in all material respects with applicable securities laws and is not on the list of defaulting reporting issuers maintained by the Canadian securities regulatory authorities of the relevant Canadian jurisdictions. Parent is in compliance in all material respects with its continuous disclosure obligations under Canadian securities laws, and, without limiting the generality of the foregoing, there has been no material change that has occurred which has not been publicly disclosed. The information and statements in Parent’s businesspublicly available documents were true and correct in all material respects as of the respective dates of such information and statements and at the time that any such documents were filed on System for Electronic Document Analysis and Retrieval and, as of the respective dates filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), did not contain an untrue statement of a material fact and did not omit to state any material fact that was required to be stated or necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made. Parent has not filed any confidential material change reports which remain confidential as at the date hereof.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Each Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on such Borrower’s business. In connection with this Agreement, Borrower has Borrowers have delivered to Bank a completed certificate certificates each signed by Borrower, a Borrower entitled “Perfection Certificate” (collectively, the “Perfection Certificate”). Each Borrower represents and warrants to Bank that (a) each Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) each Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth each Borrower’s organizational identification number or accurately states that such Borrower has none; (d) the Perfection Certificate accurately sets forth each Borrower’s place of business, or, if more than one, its chief executive office as well as each Borrower’s mailing address (if different than its chief executive office); (e) each Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower Borrowers and each of its their Subsidiaries is accurate and complete (it being understood and agreed that Borrower Borrowers may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If either Borrower is not now a Registered Organization but later becomes one, such Borrower shall promptly notify Bank of such occurrence and provide Bank with such Borrower’s organizational identification number. The execution, delivery and performance by each Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of either Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which either Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which either Borrower is bound. Neither Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on such Borrower’s business.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Borrower is a private limited company, duly incorporated and validly existing under the laws of England and in good standing as a Registered Organization in its jurisdiction of formation Wales and is qualified and licensed has the power to do business and is in good standing in any jurisdiction in which the conduct of carry on its business or as it is now being conducted and to own its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessand other assets. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) except as disclosed in the Perfection Certificate, Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (except for changes thereto that are permitted hereunder and it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessthe business of Parent and its Subsidiaries, taken as a whole.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Borrower is and each of its Subsidiaries are duly existing and in good standing standing, if applicable, as a Registered Organization Organizations in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this AgreementAgreement and any representations referring to the Perfection Certificate shall be deemed to refer to the Perfection Certificate as updated by such information). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Borrower is (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any other jurisdiction in which the conduct of its their respective business or its ownership of property requires require that it they be qualified except where the failure to do so could would not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect. In connection with this Agreement, Borrower Representative has delivered to Bank Administrative Agent a completed certificate signed by Borrower, Borrower Representative entitled “Perfection Certificate”” (it being understood and agreed that the Loan Parties may from time to time update certain information in the Perfection Certificate after the Closing Date by delivering a new Perfection Certificate or by disclosing such updates on a Compliance Certificate to the extent such updates are resulting from actions, transactions, circumstances or events not prohibited by or that do not require the consent of Administrative Agent pursuant to the terms of this Agreement, and all references in this Agreement to “Perfection Certificate” shall hereinafter be deemed to be a reference to the new Perfection Certificate). Except to the extent Borrower represents and warrants to Bank that Representative has provided notice of a legal name change in accordance with Section 7.2, (ai) Borrowereach Loan Party’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (bii) Borrower each Loan Party is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (ciii) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s organizational identification number or accurately states that Borrower such Loan Party has none; (div) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s place of business, or, if more than one, its chief executive office as well as Borrowersuch Loan Party’s mailing address (if different than its chief executive office); (ev) Borrower except as set forth in the Perfection Certificate, each Loan Party (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (fvi) all other information set forth on the Perfection Certificate pertaining to Borrower each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower each Loan Party may from time to time update certain information in the Perfection Certificate after the Effective Closing Date to the extent permitted by one or more specific provisions in this Agreement). .
(b) The execution, delivery and performance by Borrower each Loan Party of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Loan Party’s Operating Documents or other organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any material applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Loan Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower such Loan Party is bound. Borrower No Loan Party is not in default under any agreement to which it is a party or by which it is bound in which the default could would reasonably be expected to have a material adverse effect on Borrower’s business.Material Adverse Effect. 205707600 v10
Appears in 1 contract
Samples: Loan and Security Agreement (Evelo Biosciences, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any other jurisdiction in which the conduct of its their respective business or its ownership of property requires require that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect. In connection with this Agreement, Borrower Representative has delivered to Bank Administrative Agent a completed certificate signed by Borrower, Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower represents and warrants to Bank that Representative has provided notice of a legal name change in accordance with Section 7.2, (ai) Borrowereach Loan Party’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (bii) Borrower each Loan Party is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (ciii) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s organizational identification number or accurately states that Borrower such Loan Party has none; (div) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s place of business, or, if more than one, its chief executive office as well as Borrowersuch Loan Party’s mailing address (if different than its chief executive office); (ev) Borrower except as set forth in the Perfection Certificate, each Loan Party (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (fvi) all other information set forth on the Perfection Certificate pertaining to Borrower each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower each Loan Party may from time to time update certain information in the Perfection Certificate after the Effective Closing Date to the extent permitted the change does not arise from an action, event or circumstance restricted by one or more specific provisions in this Agreement). .
(b) The execution, delivery and performance by Borrower each Loan Party of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Loan Party’s Operating Documents or other organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable material order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Loan Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower such Loan Party is bound. Borrower No Loan Party is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect.
Appears in 1 contract
Samples: Loan and Security Agreement (Molecular Templates, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate completed certificates each signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the such default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Borrower (a) Each Loan Party and each of its Subsidiaries is duly existing and in good standing as a Registered Organization (except for any Foreign Subsidiary) in its respective jurisdiction of formation and is qualified and licensed to do business and is in good standing in any other jurisdiction in which the conduct of its respective business or its ownership of property requires that it be qualified is qualified, except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect. In connection with this Agreement, Borrower Representative has delivered to Bank Administrative Agent a completed certificate signed by Borrower, a Responsible Officer of Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower represents and warrants to Bank that Representative has provided notice of a legal name change in accordance with Section 7.2, (ai) Borrowereach Loan Party’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (bii) Borrower each Loan Party is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (ciii) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s organizational identification number or accurately states that Borrower such Loan Party has none; (div) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s place of business, or, if more than one, its chief executive office as well as Borrowersuch Loan Party’s mailing address (if different than its chief executive office); (ev) Borrower except as set forth in the Perfection Certificate, each Loan Party (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (fvi) all other information set forth on the Perfection Certificate pertaining to Borrower each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower each Loan Party may from time to time update certain information in the Perfection Certificate after the Effective Closing Date to the extent permitted by one or more specific provisions in this Agreement). .
(b) The execution, delivery and performance by Borrower each Loan Party of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Loan Party’s Operating Documents or other organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Loan Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except for such filings with the Securities and Exchange Commission which do not require consent by any Governmental Authority and such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower such Loan Party is bound. Borrower No Loan Party is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect.
(c) The agreements with respect to Lender Conversion and Equity Repayment do not, and assuming exercise of either right and to the fullest extent permitted by this Agreement and issuance of Conversion Shares or Equity Repayment Shares, as applicable, subject to the limitations set forth in Section 2.2(g)(i) and (ii), (i) does not require approval from the Board or stockholders of Borrower Representative (except to the extent such approval has been obtained as of the Closing Date, a copy of which has been delivered to Administrative Agent), (ii) does not require any approval of any Governmental Authority, and (iii) will not result in a right of any stockholder to adjust the exercise, conversion, exchange or other applicable share price and will not result in any other adjustments (automatic or otherwise) under any securities of Borrower Representative.
Appears in 1 contract
Samples: Loan and Security Agreement (TScan Therapeutics, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank the Agent, with a copy to each Lender, a completed certificate in the form provided by the Agent signed by Borrower, entitled “Perfection Certificate”. .” Borrower represents and warrants to Bank the Lenders that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify the Agent, with a copy to each Lender, of such occurrence and provide the Agent, with a copy to each Lender, with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.,
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s businessMaterial Adverse Effect. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound, except in the case of the foregoing clauses (ii), (iv) and (v) where the same could not reasonably be expected to have a Material Adverse Effect. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect.
Appears in 1 contract
Samples: Loan and Security Agreement (RMG Networks Holding Corp)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type type, and is organized in the jurisdiction jurisdiction, set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which that have already been obtained and are in full force and effect) or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documentsOperating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) , or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could [reasonably be expected to to] have a material adverse effect on Borrower’s business.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Borrower is and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in its jurisdiction of formation and each is qualified and licensed to do business and each is in good standing in any jurisdiction in which the conduct of each 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 have a material adverse effect on Borrower’s business, taken as a whole. In connection with this the Prior Loan Agreement, Borrower has delivered to Bank a completed certificate certificates each signed by each Borrower, respectively, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) each Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) each Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth on such Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth each Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) except as disclosed in the Perfection Certificate, each Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to each Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) effect or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business, taken a whole.
Appears in 1 contract
Samples: Loan and Security Agreement (Global Telecom & Technology, Inc.)
Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries (excepting and excluding the UK Subsidiary), if any, are duly existing and in good standing standing, as a Registered Organization Organizations in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank Agent a completed perfection certificate signed by Borrower, entitled Borrower (the “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) except as set forth in the Perfection Certificate, Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Agent of such occurrence and provide Agent with Borrower’s organizational identification number.
(b) The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) constitute an event of default under any material agreement by which Borrower or any of its Subsidiaries or their respective properties is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 1 contract
Samples: Loan and Security Agreement (Celldex Therapeutics, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, Borrower entitled “Perfection Certificate” (as may be replaced by any new Perfection Certificate delivered to and accepted by Bank, the “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) except with respect to the change of jurisdiction of formation from Nevada to Delaware by Parent Borrower in June 2016, Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date (by delivering a new Perfection Certificate or by disclosing such updates on a Compliance Certificate) to the extent permitted such updates are resulting from actions, transactions, circumstances or events not prohibited by one or more specific provisions in the terms of this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 1 contract
Samples: Loan and Security Agreement (Corindus Vascular Robotics, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by each Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) effect or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Borrower is and each of its Subsidiaries are duly existing and in good standing as a Registered Organization Organizations in its jurisdiction their respective jurisdictions of formation and each is qualified and licensed to do business and each is in good standing in any jurisdiction in which the conduct of each 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate certificates each signed by Borrower, each entitled “Perfection Certificate” (the “Perfection Certificate”). Borrower represents and warrants to Bank that that, as of the date hereof: (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) except as set forth in the Perfection Certificate, Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could would reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization corporation in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank Lender that (a) Borrower’s exact legal name is that indicated on in the Perfection Certificate preamble hereto and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificatepreamble hereto; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has noneis E0780542007-8; (d) the Perfection Certificate Section 11 accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate Schedules hereto pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate Schedules after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) effect or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Each Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on such Borrower’s business. In connection with this Agreement, each Borrower has delivered to Bank a completed certificate signed by Borrowercertificate, entitled “Perfection Certificate”. Each Borrower represents and warrants to Bank that (a) 5.
2.1.1 such Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) 5.
2.1.2 such Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) 5.
2.1.3 the Perfection Certificate accurately sets forth such Borrower’s organizational identification number or accurately states that such Borrower has none; (d) 5.
2.1.4 the Perfection Certificate accurately sets forth such Borrower’s place of business, or, if more than one, its chief executive office as well as such Borrower’s mailing address (if different than its chief executive office); (e) 5.
2.1.5 except as set forth in the Perfection Certificate, such Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) 5.
2.1.6 all other information set forth on the Perfection Certificate pertaining to such Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that each Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). The executionIf any Borrower is not now a Registered Organization but later becomes one, delivery such Borrower shall promptly notify Bank of such occurrence and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) provide Bank with such Borrower’s organizational identification number.
2.1.6.1 conflict with any of any Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business5.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Borrower (a) Each Note Party is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have cause a material adverse effect on Borrower’s businessMaterial Adverse Change. In connection with this Agreement, Borrower each Issuer has delivered to Bank Note Agent a completed certificate signed by Borrowercertificate, entitled “Perfection Certificate”. Borrower Each Issuer represents and warrants to Bank Note Agent that (ai) Borrowereach Issuer’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereofhereof and each Guarantor’s exact legal name is on Schedule 1; (bii) Borrower each Note Party is an organization of the type and is organized organized, incorporated or formed, as applicable, in the jurisdiction set forth (A) with respect to each Issuer, in the Perfection CertificateCertificate and (B) with respect to each Guarantor’s, on Schedule 1; (ciii) the Perfection Certificate accurately sets forth Borrowersuch Issuer’s organizational identification number or accurately states that Borrower such Issuer has none; (div) the Perfection Certificate accurately sets forth Borrowersuch Issuer’s (and Schedule 1 accurately set forth each Guarantor’s) principal place of business, or, if more than one, its chief executive office as well as Borrowersuch Issuer’s mailing address (if different than its principal place of business or chief executive office); (ev) Borrower except as set forth in the Perfection Certificate, such Issuer (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (fvi) all other information set forth on the Perfection Certificate pertaining to Borrower such Issuer and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower each Issuer may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If any Issuer is not now a Registered Organization but later becomes one, such Issuer shall promptly notify Note Agent of such occurrence and provide Note Agent with such Issuer’s organizational identification number, to the extent applicable.
(b) The execution, delivery and performance by Borrower each Note Party of the Loan Note Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowerany Note Party’s organizational documentsOperating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable material order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower any Note Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower any Note Party is bound. Borrower No Note Party is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have cause a material adverse effect on Borrower’s businessMaterial Adverse Change (other than defaults (1) which are being forborne pursuant to the Forbearance Agreement by and among the Issuers and Grace Bay dated as of the date hereof, or (2) expressly set forth in the SVB Forbearance Agreement).
Appears in 1 contract
Samples: Note Purchase and Security Agreement (Comverge, Inc.)
Due Organization, Authorization; Power and Authority. Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdiction jurisdictions of organization or formation and Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change. In connection with this Agreement, Borrower and each of its Subsidiaries has delivered to Bank Collateral Agent a completed perfection certificate signed by Borrower, entitled an officer of Borrower or such Subsidiary (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). Borrower represents and warrants to Bank that (a) Borrower’s Borrower and each of its Subsidiaries’ exact legal name is that which is indicated on the its respective Perfection Certificate and on the signature page hereofof each Loan Document to which it is a party; (b) Borrower and each of its Subsidiaries is an organization of the type and is organized in the jurisdiction set forth in the on its respective Perfection Certificate; (c) the each Perfection Certificate accurately sets forth each of Borrower’s and its Subsidiaries’ organizational identification number or accurately states that Borrower or such Subsidiary has none; (d) the each Perfection Certificate accurately sets forth Borrower’s and each of its Subsidiaries’ place of business, or, if more than one, its chief executive office as well as Borrower’s and each of its Subsidiaries’ mailing address (if different than its chief executive office); (e) Borrower and each of its Subsidiaries (and each of its respective predecessors) has have not, in the past five (5) years, changed its jurisdiction of formationorganization, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate Certificates pertaining to Borrower and each of its Subsidiaries Subsidiaries, is accurate and complete (it being understood and agreed that Borrower and each of its Subsidiaries may from time to time update certain information in the Perfection Certificate Certificates (including the information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions in this Agreement); such updated Perfection Certificates subject to the review and approval of Collateral Agent. If Borrower or any of its Subsidiaries is not now a Registered Organization but later becomes one, Borrower shall notify Collateral Agent of such occurrence and provide Collateral Agent with such Person’s organizational identification number within five (5) Business Days of receiving such organizational identification number. The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or such Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries such Subsidiary, or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default under any material agreement by which Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Borrower nor any of its Subsidiaries is not in default under any agreement to which it is a party or by which it or any of its assets is bound in which the such default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s businessMaterial Adverse Change. In connection with this Agreement, Borrower has delivered to Bank Lender a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank Lender that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its Borrower’s chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each none of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Closing Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) after giving effect to compliance with Section 3.3, constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change.
Appears in 1 contract
Samples: Loan and Security Agreement (WaferGen Bio-Systems, Inc.)
Due Organization, Authorization; Power and Authority. Each Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on such Borrower’s business. In connection with this Agreement, Borrower Parent has delivered to Bank a completed certificate signed by BorrowerParent, entitled “Perfection Certificate”. Borrower Parent represents and warrants to Bank that (a) Parent’s and each other Borrower’s exact legal name is that indicated on the Perfection Certificate and Parent’s exact legal name is listed on the signature page hereofthereof; (b) each Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth each Borrower’s organizational identification number or accurately states that Borrower has nonenumber; (d) the Perfection Certificate accurately sets forth each Borrower’s place of business, or, if more than one, its chief executive office as well as each Borrower’s mailing address (if different than its chief executive office); (e) except as set forth in the Perfection Certificate, each Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to each Borrower and each of its their Subsidiaries is accurate and complete (it being understood and agreed that Borrower Borrowers may from time to time update certain information in the Perfection Certificate Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If any Borrower is not now a Registered Organization but later becomes one, such Borrower shall promptly notify Bank of such occurrence and provide Bank with such Borrower’s organizational identification number. The execution, delivery and performance by Borrower Borrowers of the Loan Documents to which it is they are a party have been duly authorized, and do not (i) conflict with any of Borrower’s Borrowers’ organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which any Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which any Borrower is bound. No Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on such Borrower’s businessbusiness taken as a whole.
Appears in 1 contract
Samples: Loan and Security Agreement (Internet Brands, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effecteffect or filings required in connection with perfection of the security interest in the Collateral in favor of Bank) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Borrower is (1) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any other jurisdiction in which the conduct of its their respective business or its ownership of property requires require that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect. In connection with this Agreement, Borrower Representative has delivered to Bank Agent a completed certificate signed by Borrower, Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower represents and warrants Representative has provided notice of a legal name change to Bank that Agent in accordance with Section 7.2, (ai) Borrowereach Loan Party’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (bii) Borrower each Loan Party is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (ciii) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s organizational identification number or accurately states that Borrower such Loan Party has none; (div) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s place of business, or, if more than one, its chief executive office as well as Borrowersuch Loan Party’s mailing address (if different than its chief executive office); (ev) Borrower except as set forth in the Perfection Certificate, each Loan Party (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; (vi) each Subsidiary that is an MSB Subsidiary is designated as such in the Perfection Certificate; and (fvii) all other information set forth on the Perfection Certificate pertaining to Borrower each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower such Loan Party may from time to time update certain information in the Perfection Certificate after the Effective Closing Date to the extent permitted by one or more specific provisions in this Agreement). .
(2) The execution, delivery and performance by Borrower each Loan Party of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Loan Party’s Operating Documents or other organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Loan Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower such Loan Party is bound. Borrower No Loan Party is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Effect. No Subsidiary which is not a Loan Party owns any material adverse effect on Borrower’s businessIntellectual Property.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) effect or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 1 contract
Samples: Loan and Security Agreement (Crossroads Systems Inc)
Due Organization, Authorization; Power and Authority. Borrower is and each of its Domestic Subsidiaries are duly existing and in good standing as a Registered Organization in its jurisdiction of formation and each is qualified and licensed to do business and each is in good standing in any jurisdiction in which the conduct of each 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 have a material adverse effect on Borrower’s business, taken as a whole. In connection with this Agreement, Borrower has delivered to Bank a completed certificate certificates each signed by BorrowerBorrower and Guarantor, respectively, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business, taken as a whole.
Appears in 1 contract
Samples: Loan and Security Agreement (Global Telecom & Technology, Inc.)
Due Organization, Authorization; Power and Authority. Borrower Each Credit Party is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have result in a material adverse effect on Borrower’s businessMaterial Adverse Change. In connection with this AgreementAgreement Borrower, Borrower has Scient’x, S.A., Scient’x Groupe, S.A., Surgiview, S.A.S. and Scient’x (UK) Limited have delivered to Bank a completed certificate signed by Borrower, entitled “Lender Perfection Certificate”Certificates. Borrower represents and warrants to Bank Lender that (a) Borrowereach Credit Party’s exact legal name is that indicated on the Perfection Certificate Certificates and on the signature page hereofhereof with respect to those Credit Parties signing or acknowledging the Agreement; (b) Borrower each Credit Party is an organization of the type and is organized in the jurisdiction set forth in on the Perfection CertificateCertificates; (c) the Perfection Certificate Certificates accurately sets set forth Borrowereach Credit Party’s organizational identification number or accurately states that Borrower such Credit Party has none; (d) the Perfection Certificate Certificates accurately sets set forth Borrowereach Credit Party’s place of business, or, if more than one, its such Credit Party’s chief executive office as well as Borrowereach Credit Party’s mailing address (if different than its chief executive office); (e) Borrower except as set forth in the Perfection Certificates, no Credit Party (and each none of its predecessors) has nothas, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate Certificates pertaining to Borrower each Credit Party and each of its their Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate Certificates after the Effective Closing Date to the extent permitted by one or more specific provisions in this Agreement). If a Credit Party is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with such Credit Party’s organizational identification number. The execution, delivery and performance by Borrower each Credit Party of the Loan Documents to which it is a party have been duly authorized, and do not not, except as set forth on the Perfection Certificates, (i) conflict with any of Borrowersuch Credit Party’s organizational documents, (ii) contravene, conflict with, constitute a default in any material respect, under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower any Credit Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower any Credit Party is bound. Borrower No Credit Party is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have result in a material adverse effect on Borrower’s businessMaterial Adverse Change.
Appears in 1 contract
Samples: Loan and Security Agreement (Alphatec Holdings, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have cause a material adverse effect on Borrower’s businessMaterial Adverse Change. Each other Credit Party is duly existing and in good standing in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, Borrower entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate Certificates and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction jurisdictions set forth in the Perfection CertificateCertificates; (c) the Perfection Certificate Certificates accurately sets set forth Borrower’s organizational identification number numbers or accurately states that state whether Borrower has none; (d) except as set forth in written notice provided to Bank, as specified in Section 7.2(b) hereof, after the date of this Agreement, the Perfection Certificate Certificates accurately sets set forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate Certificates pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it Borrower is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational or constitutional documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Borrower’s Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except (A) such Governmental Approvals which have already been obtained and are in full force and effecteffect and (B) that the Singapore Share Charge and Singapore Debenture are required to be stamped with the Inland Revenue Authority of Singapore and a statement containing particulars of the Singapore Debenture is required to be filed with the Accounting and Corporate Regulatory Authority of Stamping) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have cause a material adverse effect on Borrower’s businessMaterial Adverse Change.
Appears in 1 contract
Samples: Loan and Security Agreement (Ikanos Communications, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s businessMaterial Adverse Change. In connection with this Agreement, Borrower has delivered to Bank Lender a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank Lender that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its Borrower’s chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each none of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Closing Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except (a) such Governmental Approvals which have already been obtained and are in full force and effecteffect and (b) any filings required by the Loan Documents in connection with the security interests granted herein) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.this
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Borrower is (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any other jurisdiction in which the conduct of its their respective business or its ownership of property requires require that it they be qualified except where the failure to do so could would not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect. In connection with this Agreement, Borrower Representative has delivered to Bank Administrative Agent a completed certificate signed by Borrower, Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower represents and warrants to Bank that Representative has provided notice of a legal name change in accordance with Section 7.2, (ai) Borrowereach Loan Party’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (bii) Borrower each Loan Party is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (ciii) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s organizational identification number or accurately states that Borrower such Loan Party has none; (div) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s place of business, or, if more than one, its chief executive office as well as Borrowersuch Loan Party’s mailing address (if different than its chief executive office); (ev) Borrower except as set forth in the Perfection Certificate, each Loan Party (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (fvi) as of the date hereof, all other information set forth on the Perfection Certificate pertaining to Borrower each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower each Loan Party may from time to time update certain information in the Perfection Certificate after the Effective Closing Date to the extent permitted the change does not arise from an action, event or circumstance restricted by one or more specific provisions in this Agreement). .
(b) The execution, delivery and performance by Borrower each Loan Party of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Loan Party’s Operating Documents or other organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any material applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Loan Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower such Loan Party is bound. Borrower No Loan Party is not in default under any agreement to which it is a party or by which it is bound in which the default could would reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect.
Appears in 1 contract
Samples: Loan and Security Agreement (Corbus Pharmaceuticals Holdings, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). Bank hereby agrees that the Perfection Certificate shall be deemed to be updated to reflect information provided in any notice delivered by Borrower to Bank as required pursuant to Section 6.2(i) or Section 7.2 below. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) effect or are being obtained pursuant to Section 6.1(b)), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 1 contract
Samples: Loan and Security Agreement (NanoString Technologies Inc)
Due Organization, Authorization; Power and Authority. Borrower is and each of its Domestic Subsidiaries are each duly existing and in good standing as a Registered Organization in its jurisdiction of formation organization and each is qualified and licensed to do business and each is in good standing in any jurisdiction in which the conduct of each 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate” (as amended from time to time, the “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s 's place of business, or, if more than one, its chief executive office as well as Borrower’s 's mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete as of the date set forth therein (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted not prohibited by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) effect and except for filings required in connection with the execution of this Agreement), or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Each Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 would not reasonably be expected to have result in a material adverse effect on Material Adverse Change in Borrower’s business. In connection with this Agreement, each Borrower has delivered to Bank a completed certificate signed by such Borrower, entitled “Perfection Certificate”. Each Borrower represents and warrants to Bank that (a) such Borrower’s exact legal name is that indicated on the such respective Perfection Certificate and and, with respect to each Borrower, on the signature page hereof; (b) such Borrower is an organization of the type and is organized in the jurisdiction set forth in the its respective Perfection Certificate; (c) the each Perfection Certificate accurately sets forth such Borrower’s organizational identification number or accurately states that such Borrower has none; (d) the each Perfection Certificate accurately sets forth such Borrower’s place of business, or, if more than one, its chief executive office as well as such Borrower’s mailing address (if different than its chief executive office); (e) each Borrower (and each of its respective predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdictionjurisdiction except as contemplated in the Consolidation Documents; and (f) all other information set forth on the Perfection Certificate pertaining to such Borrower and each of its respective Subsidiaries is accurate and complete in all material respects (it being understood and agreed that each Borrower may from time to time update certain information in the its respective Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If any Borrower is not now a Registered Organization but later becomes one, such Borrower shall promptly notify Bank of such occurrence and provide Bank with such Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.,
Appears in 1 contract
Samples: Loan and Security Agreement (Microfluidics International Corp)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any other jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) other than as indicated in the Perfection Certificate, Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effecteffect and filings to perfect Liens in favor of Bank) or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is boundbound or for which Borrower has obtained applicable consents. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 1 contract
Samples: Loan and Security Agreement (Miragen Therapeutics, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Borrower and each of its Subsidiaries is duly existing and (to the extent such concept exists in its jurisdiction of organization) in good standing as a Registered Organization in its jurisdiction jurisdictions of organization or formation and Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change. In connection with this Agreement, Borrower and each of its Subsidiaries has delivered to Bank Collateral Agent a completed perfection certificate signed by Borrower, entitled an officer of Borrower or such Subsidiary (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). Borrower represents and warrants to Bank that (a) Borrower’s Borrower and each of its Subsidiaries’ exact legal name is that which is indicated on the its respective Perfection Certificate and on the signature page hereofof each Loan Document to which it is a party; (b) Borrower and each of its Subsidiaries is an organization of the type and is organized in the jurisdiction set forth in the on its respective Perfection Certificate; (c) the each Perfection Certificate accurately sets forth each of Borrower’s and its Subsidiaries’ organizational identification number or accurately states that Borrower or such Subsidiary has none; (d) the each Perfection Certificate accurately sets forth Borrower’s and each of its Subsidiaries’ place of business, or, if more than one, its chief executive office as well as Borrower’s and each of its Subsidiaries’ mailing address (if different than its chief executive office); (e) except as may be set forth on its Perfection Certificate, Borrower and each of its Subsidiaries (and each of its respective predecessors) has have not, in the past five (5) years, changed its jurisdiction of formationorganization, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate Certificates pertaining to Borrower and each of its Subsidiaries Subsidiaries, is accurate and complete (it being understood and agreed that Borrower and each of its Subsidiaries may from time to time update certain information in the Perfection Certificate Certificates (including the information set forth in clause (d) above) after the Effective Date to the extent Borrower is permitted to take such action resulting in the applicable update by one or more specific provisions in this Agreement); such updated Perfection Certificates subject to the review and approval of Collateral Agent unless such facts, events or circumstances being updated first arose or occurred after the Effective Date and do not constitute a breach, default, or Event of Default under this Agreement or any other Loan Document. If Borrower or any of its Subsidiaries is not now a Registered Organization but later becomes one, Borrower shall notify Collateral Agent of such occurrence and provide Collateral Agent with such Person’s organizational identification number within five (5) Business Days of receiving such organizational identification number. The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or such Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries such Subsidiary, or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except for filings with the Securities and Exchange Commission such Governmental Approvals which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default under any material agreement by which Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Borrower nor any of its Subsidiaries is not in default under any agreement to which it is a party or by which it or any of its assets is bound in which the such default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change.
Appears in 1 contract
Samples: Loan and Security Agreement (Syros Pharmaceuticals, Inc.)
Due Organization, Authorization; Power and Authority. Each Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s Borrowers’ business. In connection with this Agreement, each Borrower has delivered to Bank the Agent a completed certificate signed by such Borrower, entitled “Perfection Representations and Warranties Certificate” (the “Representations and Warranties Certificate”). Each Borrower represents and warrants to Bank the Agent that (a) such Borrower’s exact legal name is that indicated on the Perfection Representations and Warranties Certificate and on the signature page hereof; (b) such Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Representations and Warranties Certificate; (c) the Perfection Representations and Warranties Certificate accurately sets forth such Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Representations and Warranties Certificate accurately sets forth such Borrower’s place of business, or, if more than one, its chief executive office as well as such Borrower’s mailing address (if different than its chief executive office); (e) such Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Representations and Warranties Certificate pertaining to such Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that such Borrower may from time to time update certain information in the Perfection its Representations and Warranties Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). The execution, delivery and performance by each Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s Borrowers’ organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower Borrowers or any of its their Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which any Borrower is bound. No Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s Borrowers’ business.
Appears in 1 contract
Samples: Loan and Security Agreement (EnergyConnect Group Inc)
Due Organization, Authorization; Power and Authority. Borrower is and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in its jurisdiction of formation and each is qualified and licensed to do business and each is in good standing in any jurisdiction in which the conduct of each 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 have a material adverse effect on Borrower’s business, taken as a whole. In connection with this Agreement, Borrower has delivered to Bank a completed certificate certificates each signed by BorrowerBorrower and Guarantor, respectively, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business, taken as a whole.
Appears in 1 contract
Samples: Loan and Security Agreement (Global Telecom & Technology, Inc.)
Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are duly existing and in good standing standing, as a Registered Organization Organizations in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their business or its their ownership of property requires that it they be qualified except where the failure to do be so qualified could not reasonably be expected to have result in a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”Material Adverse Change. Borrower represents and warrants to Bank that (ai) Borrower’s exact legal name is that indicated on the Perfection Certificate Schedule 5.1 and on the signature page hereof; (bii) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificateon Schedule 5.1; (ciii) the Perfection Certificate Schedule 5.1 accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (div) the Perfection Certificate Schedule 5.1 accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); and
(ev) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and . Further, in connection with this Agreement, Borrower has delivered to Agent a completed Perfection Certificate signed by Borrower (f) all the “Perfection Certificate”). All other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date Closing Date, to the extent permitted by one or more specific provisions in this Agreement). .
(b) The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, Operating Documents; (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, ; (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, ; (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ); or (v) constitute an event of default under any material agreement by which Borrower or any of its Subsidiaries or their respective properties is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change.
Appears in 1 contract
Samples: Loan and Security Agreement (Furiex Pharmaceuticals, Inc.)
Due Organization, Authorization; Power and Authority. Co-Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s Co-Bmrnwer's business. In connection with this Agreement, Co-Borrower has delivered to Bank a completed certificate signed by Co-Borrower, entitled “"Perfection Certificate”". Co-Borrower represents and warrants to Bank that (a) Co-Borrower’s 's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Co-Borrower is an organization of the type and is are organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate Ce1tificate accurately sets forth Co-Borrower’s 's organizational identification number or accurately states that Co-Borrower has none; (d) the Perfection Certificate accurately sets forth fmth Co-Borrower’s 's place of business, or, if more than one, its chief executive office as well as Co-Borrower’s 's mailing address (if different than its chief executive office); (e) Co-Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure strncture or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Co-Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Co-Borrower may from time to time update certain ce1tain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Co-Borrower is not now a Registered Organization but later become one, Co-Borrower shall promptly notify Bank of such occurrence and provide Bank with Co-Borrower's organizational identification number. The execution, delivery and performance by Co-Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Co-Borrower’s 's organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Co-Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) effect or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Co-Borrower is bound. Co-Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Co-Borrower’s 's business.
Appears in 1 contract
Samples: Loan and Security Agreement (Augme Technologies, Inc.)
Due Organization, Authorization; Power and Authority. Each Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdiction their respective jurisdictions of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change. In connection with this Agreement, each Borrower has delivered to Bank Lender a completed certificate signed by Borrower, such Borrower entitled “Perfection Certificate” (collectively, the “Perfection Certificate”). Except as Borrower Representative may hereafter disclose to Lender in writing in accordance with Section 7.2 below, each Borrower represents and warrants to Bank Lender that (a) such Borrower’s exact legal name is that indicated on the Perfection Certificate hereto and on the signature page hereof; (b) such Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth each Borrower’s organizational identification number or accurately states that such Borrower has none; (d) the Perfection Certificate accurately sets forth each Borrower’s place of business, or, if more than one, its chief executive office as well as Borrowersuch Xxxxxxxx’s mailing address (if different than its chief executive office); (e) except as set forth in the Perfection Certificate, each Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to each Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that each Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). The execution, delivery and performance by each Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of such Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) effect or are being obtained pursuant to Section 6.1(b)), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which such Borrower is bound. No Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Borrower Each Credit Party is duly existing and in good standing as a Registered Organization (if such concept is recognized in such Credit Party’s jurisdiction of formation) in its jurisdiction of formation and is qualified and licensed to do business and is in good standing (if such concept is recognized in such Credit Party’s jurisdiction of formation) in any jurisdiction 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 would not reasonably be expected to have a material adverse effect on Borrowersuch Credit Party’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”) covering the Credit Parties and their Subsidiaries. Borrower represents and warrants to Bank that (a) Borrower’s the exact legal name of each Credit Party and Non-guarantor Subsidiary is that indicated on the Perfection Certificate and on the signature page hereofCertificate; (b) Borrower each Credit Party and Non-guarantor Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection CertificateCertificate with respect to such Credit Party and Non-guarantor Subsidiary; (c) the Perfection Certificate accurately sets forth Borrower’s the organizational identification number of each Credit Party and Non-guarantor Subsidiary or accurately states that Borrower such Credit Party and Non-guarantor Subsidiary has none; (d) the Perfection Certificate accurately sets forth Borrower’s the place of business, or, if more than one, its the chief executive office of each Credit Party and Non-guarantor Subsidiary as well as Borrower’s the mailing address (if different than its chief executive office)) of each Credit Party and Non-guarantor Subsidiary; (e) Borrower (and each of its predecessors) has notno Credit Party or Non-guarantor Subsidiary, in the past five (5) years, has changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower the Credit Parties and each of its their Subsidiaries is accurate and complete (it being understood and agreed (i) that with respect to periods after the Effective Data (x) the Perfection Certificate shall be deemed to include information provided in writing from time to time in reports the Credit Parties are required to provide pursuant to this Agreement and the other Loan Documents (e.g., litigation reports pursuant to Section 6.2(g)) and (y) when this Agreement and the other Loan Documents provide for reporting changes in information set forth on the Perfection Certificate after the change has occurred (e.g., Section 7.2), then the information in the Perfection Certificate shall be deemed to remain accurate and complete during such period provided such information is timely delivered in accordance with this Agreement, and (ii) that Borrower may from time to time update certain the information in the Perfection Certificate after the Effective Date in connection with any Advance, delivery of any Compliance Certificate pursuant to Section 6.2(b) or to the extent otherwise permitted by one or more specific provisions in this AgreementAgreement (it being understood that with respect changes occurring (i) after the Effective Date but before the delivery of the first Compliance Certificate pursuant to Section 6.2(b) and (ii) thereafter, after the delivery of a Compliance Certificate pursuant to Section 6.2(b), the Perfection Certificate shall be deemed to remain accurate and complete (including for purposes of satisfying Section 3.2(b)) if the applicable change is disclosed no later than the date that the next Compliance Certificate for a month ending at the end of a fiscal quarter is required to be delivered pursuant to Section 6.2(b)). If any Credit Party or Non-guarantor Subsidiary is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower each Credit Party of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Credit Party’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower any Credit Party or any of its their Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) effect or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower any Credit Party or Non-guarantor Subsidiary is bound. Borrower No Credit Party or Non-guarantor Subsidiary is not in default under any agreement to which it is a party or by which it is bound in which the default could would reasonably be expected to have a material adverse effect on Borrowersuch Credit Party’s or Non-guarantor Subsidiary’s business.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, each Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate” (collectively, as amended the “Perfection Certificate”). Borrower represents and warrants to Bank that that, as amended from time to time as permitted by this Agreement, (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted that such updates are resulting from actions, transactions, circumstances or events not prohibited by one or more specific provisions in the terms of this Agreement, and each such update shall be deemed to be an amendment to the Perfection Certificate). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number, if any. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documentsOperating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement Requirements of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) ), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effecteffect or except for filings necessary for the perfection of the Liens granted pursuant to this Agreement) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 1 contract
Due Organization, Authorization; Power and Authority. Borrower (a) Each Loan Party and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its respective jurisdiction of formation and is qualified and licensed to do business and is in good standing in any other jurisdiction in which the conduct of its respective business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect. In connection with this Agreement, Borrower Representative has delivered to Bank Administrative Agent a completed certificate signed by Borrower, a Responsible Officer of Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower represents and warrants to Bank that Representative has provided notice of a legal name change in accordance with Section 7.2, (ai) Borrowereach Loan Party’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (bii) Borrower each Loan Party is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (ciii) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s organizational identification number or accurately states that Borrower such Loan Party has none; (div) the Perfection Certificate accurately sets forth Borrowereach Loan Party’s place of business, or, if more than one, its chief executive office as well as Borrowersuch Loan Party’s mailing address (if different than its chief executive office); (ev) Borrower (and except as set forth in the Perfection Certificate, each of its predecessors) Loan Party has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (fvi) all other information set forth on the Perfection Certificate pertaining to Borrower each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower (i) each Loan Party may from time to time update certain information in the Perfection Certificate after the Effective Closing Date to the extent permitted by one or more specific provisions in this Agreement, (ii) any such information reported by Borrower Representative on the Compliance Certificate from time to time shall be deemed to update such information on the Perfection Certificate after the Closing Date and (iii) no Loan Party shall be in breach of this Agreement for any changes that are reported on the next Compliance Certificate following such change to the extent such updates are resulting from actions, transactions, circumstances or events not prohibited by the terms of this Agreement or any other Loan Document; such updated Perfection Certificates subject to the review and approval of Administrative Agent unless such facts, events or circumstances being updated first arose or occurred after the Closing Date and do not constitute a breach, default, or Event of Default under this Agreement or any other Loan Document. If any Loan Party is not now a Registered Organization but later becomes one, Borrower shall notify Administrative Agent of such occurrence and provide Administrative Agent with such Person’s organizational identification number within ten (10) Business Days of receiving such organizational identification number). .
(b) The execution, delivery and performance by Borrower each Loan Party of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrowersuch Loan Party’s Operating Documents or other organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any material applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower such Loan Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except for filings with the Securities and Exchange Commission which do not require any consent by any Governmental Authority, such Governmental Approvals which have already been obtained and are in full force and effect) effect or are being obtained pursuant to Section 6.1, or filings required to perfect the security interest granted herein), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower such Loan Party is bound. Borrower No Loan Party is not in default under any agreement to which it is a party or by which it is bound in which the default could would reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect.
Appears in 1 contract
Samples: Loan and Security Agreement (Werewolf Therapeutics, Inc.)
Due Organization, Authorization; Power and Authority. Borrower is duly existing existing, incorporated and in good standing in its jurisdiction of formation or incorporation and (to the extent applicable) in good standing as a Registered Organization (as applicable) in its jurisdiction of formation or incorporation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, each Borrower has delivered to Bank Agent and each Lender a completed certificate signed by BorrowerBorrower and Guarantor, entitled “Perfection Certificate” (the “Perfection Certificate”). Borrower represents and warrants to Bank Agent and each Lender that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized or incorporated in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification or registration number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of businessregistered office (if applicable), or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formationformation or incorporation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this AgreementAgreement and that the Perfection Certificate shall be deemed to be updated to reflect the incorporation of any information disclosed by Borrower to Agent in writing pursuant to Section 7.2 hereof). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Agent of such occurrence and provide Agent with Borrower’s organizational identification or registration number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorizedauthorized by Borrower, and do not (i) conflict with any of Borrower’s organizational Operating Documents or organizational/constitutional documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority on the part of Borrower (except such Governmental Approvals which have already been obtained and are in full force and effect) , filings and registrations contemplated by this Agreement), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 1 contract
Samples: Loan and Security Agreement (Alx Oncology Holdings Inc)
Due Organization, Authorization; Power and Authority. As of the Effective Date, Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdiction jurisdictions of organization or formation and Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change. In connection with this Agreement, Borrower and each of its Subsidiaries has delivered to Bank Collateral Agent a completed perfection certificate signed by Borrower, entitled an officer of Borrower or such Subsidiary (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). As of the Effective Date, Borrower represents and warrants to Bank that (a) Borrower’s Borrower and each of its Subsidiaries’ exact legal name is that which is indicated on the its respective Perfection Certificate and on the signature page hereofof each Loan Document to which it is a party; (b) Borrower and each of its Subsidiaries is an organization of the type and is organized in the jurisdiction set forth in the on its respective Perfection Certificate; (c) the each Perfection Certificate accurately sets forth each of Borrower’s and its Subsidiaries’ organizational identification number or accurately states that Borrower or such Subsidiary has none; (d) the each Perfection Certificate accurately sets forth Borrower’s and each of its Subsidiaries’ place of business, or, if more than one, its chief executive office as well as Borrower’s and each of its Subsidiaries’ mailing address (if different than its chief executive office); (e) Borrower and each of its Subsidiaries (and each of its respective predecessors) has have not, in the past five (5) years, changed its jurisdiction of formationorganization, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate Certificates pertaining to Borrower and each of its Subsidiaries Subsidiaries, is accurate and complete (it being understood and agreed that Borrower and each of its Subsidiaries may from time to time update certain information in the Perfection Certificate Certificates (including the information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions in this Agreement); such updated Perfection Certificates subject to the review and approval of Collateral Agent. If Borrower or any of its Subsidiaries is not now a Registered Organization but later becomes one, Borrower shall notify Collateral Agent of such occurrence and provide Collateral Agent with such Person’s organizational identification number within five (5) Business Days of receiving such organizational identification number. The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or such Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries such Subsidiary, or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default under any material agreement by which Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Borrower nor any of its Subsidiaries is not in default under any agreement to which it is a party or by which it or any of its assets is bound in which the such default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change.
Appears in 1 contract
Samples: Loan and Security Agreement (Conatus Pharmaceuticals Inc)
Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction 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 have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, Borrower entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). Bank agrees that the Perfection Certificate shall be deemed to be updated to reflect information provided in any notice delivered by Borrower to Bank pursuant to Section 7.2 below. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b)) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 1 contract
