Financial Feasibility Review Sample Clauses

Financial Feasibility Review. Each applicant or Loan Recipient will provide financial and business information to evaluate the applicant’s ability to manage and repay CIRM funds. CIRM may assign each Loan applicant to a Financial Services Provider or perform such diligence internally. CIRM will deduct the costs of the financial due diligence from the indirect costs awarded to the Loan Recipient. [****] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions. April 9, 2013 California Institute for Regenerative Medicine ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: Loan Agreement for CIRM Loan Number DR2A-05416 to StemCells, Inc. Ladies and Gentlemen: I am General Counsel and Corporate Secretary for StemCells, Inc., a Delaware corporation (the “Company”). This letter is in reference to the Loan Agreement dated April 9, 2013, by and between the Company and the California Institute for Regenerative Medicine (“CIRM”) that is attached as Appendix B to the Notice of Loan Award for CIRM loan number DR2A-05416 (the “Loan Agreement”). I am rendering this opinion pursuant to Section 4.12(h) of the Loan Agreement. Capitalized terms used but not defined herein have the meanings given them in the Loan Agreement. I have examined such matters of fact and questions of law as I have considered appropriate for purposes of this letter. Additionally, I have examined the Loan Agreement. Except as otherwise stated herein, as to factual matters I have, with your consent, relied upon the foregoing, and upon oral and written statements and representations of officers and other representatives of the Company and others, including the representations and warranties of CIRM. I have not independently verified such factual matters. The opinions expressed herein are limited to matters governed by the laws of the State of California, the Delaware General Corporation Law and the federal laws of the United States of America. On the basis of the foregoing, in reliance thereon, and with the qualifications set forth herein, I am of the opinion that: • The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware. • The Company has the requisite corporate power to own its property and assets and to conduct its business as it is currently being conducted. [****] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested wit...