Financial Statements, Reports, Certificates. Borrowers shall deliver the following to Bank: i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement. (a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable. (b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto. (d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 2 contracts
Samples: Loan and Security Agreement (Lyris, Inc.), Loan and Security Agreement (Lyris, Inc.)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar monthReconciliation Period, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower’s consolidated operations during such period, in a form reasonably acceptable to Bank and the period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in any the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within the indicated time framefive (5) days of filing, copies of all non-ministerial statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt (in their capacity as holders of such debt) and all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange CommissionSEC; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) or more; (v) promptly upon receiptas soon as available, each management letter prepared but no later than thirty (30) days after approval by a Borrower’s independent certified public accounting firm regarding such Board of Directors, annual financial projections for the following fiscal year approved by Borrower’s management control systems; Board of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projections, and (vi) such other budgets, sales projections, operating plans or other financial information generally prepared reasonably requested by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each monthReconciliation Period, Borrowers shall deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.B.
(c) As soon as possible Allow Bank to inspect the Collateral and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, audit and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each copy Borrower’s Accounts and appraise Collateral at Borrowers’ expense and Books, including, but not limited to, Borrower’s Accounts, upon reasonable notice to Borrower. Such inspections or audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2The foregoing inspections and audits shall be at Borrower’s expense, and Bank the charge therefor shall be entitled Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to rely reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.
(d) Upon Bank’s request, provide a written report on any Financed Receivable, where payment of such Financed Receivable does not occur by its due date and include the information contained reasons for the delay.
(e) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in form and detail acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, if applicable, a Deferred Revenue report, in form and detail acceptable to Bank.
(g) Provide Bank prompt written notice of (i) any material adverse change in the electronic filescomposition of the Intellectual Property, provided (ii) the registration of any Copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property, taken as a whole.
(h) Immediately upon a Streamline Period ceasing to be in effect, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account.
(i) Immediately upon a Streamline Period beginning, and thereafter until such Streamline Period is no longer in good faith believes that the files were delivered effect, provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a duly completed Borrowing Base Certificate signed by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 2 contracts
Samples: Loan and Security Agreement (Airgain Inc), Loan and Security Agreement (Airgain Inc)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within no later than thirty (30) days after the last day of each month, Borrowers shall deliver a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer or Borrower’s Chief Financial Officer or Controller and in a form reasonably acceptable to Bank together with aged listings by invoice date of accounts receivable and accounts payablepayable (by invoice date); (ii) as soon as available, but no later than one hundred fifty (150) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the Internet; (v) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (vi) other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts Chief Financial Officer or Controller.” and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after inserting in lieu thereof the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.following:
Appears in 2 contracts
Samples: Loan and Security Agreement (Tremor Video Inc.), Loan and Security Agreement (Tremor Video Inc.)
Financial Statements, Reports, Certificates. Borrowers (i) Borrower shall deliver the following to Bank: i:
(a) as soon as available, but in any event within thirty twenty five (3025) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower's consolidated operations during such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank and certified by a Responsible Officer; Bank;
(iib) as soon as available, but in any event within one hundred twenty (120) days after the indicated time frameend of Borrower's fiscal year, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank;
(c) within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; ;
(ivd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; ;
(v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vie) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(af) Within thirty within fifteen (3015) days after the last day of each monthmonth quarter, Borrowers shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payablereceivable.
(bg) Within thirty within twenty five (3025) days after the last day of each monthmonth quarter, Borrowers shall deliver to Bank with the monthly quarterly financial statements, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(dii) Bank shall have a right from time to time hereafter to audit each Borrower’s 's Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing dateBorrower's expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 2 contracts
Samples: Loan and Security Agreement (T/R Systems Inc), Loan and Security Agreement (T/R Systems Inc)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following Deliver to Bank: (i) as soon as available, but in any event within thirty no later than forty-five (3045) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower’s consolidated operations during such period, in a form reasonably acceptable to Bank and the period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (except for “going concern” qualifications for development stage companies) on the financial statements from an independent certified public accounting firm acceptable to Bank in any event its reasonable discretion; (iii) as soon as available, but no later than forty-five (45) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within the indicated time framefive (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt and (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivvi) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to a Borrower or any Subsidiary of Two its Subsidiaries of One Hundred Fifty Thousand Dollars ($250,000100,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed other financial information reasonably requested by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 2 contracts
Samples: Loan and Security Agreement (T2 Biosystems, Inc.), Loan and Security Agreement (T2 Biosystems, Inc.)
Financial Statements, Reports, Certificates. Borrowers (a) Each Credit Party shall deliver the following to BankAgent and each Lender: (i) as soon as available, but in any event within thirty no later than fifty-five (3055) days after the end last day of each calendar monthfiscal quarter, a company prepared consolidated and consolidating (and, at the reasonable request of Agent, consolidating) balance sheet and sheet, income statement and cash flow statement covering Borrowers’ such Credit Party’s consolidated operations during for such period, fiscal quarter certified by a Responsible Officer and in a form reasonably acceptable to Bank Agent and certified by a Responsible Officereach Lender; (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of a Credit Party’s fiscal year, audited consolidated (and, at the reasonable request of Agent, consolidating) financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent and each Lender in any event its reasonable discretion; (iii) as soon as available after approval thereof by such Credit Party’s governing board, but no later than thirty (30) days after the last day of such Credit Party’s fiscal year, and as amended and/or updated, such Credit Party’s operating plan (including financial projections) for current fiscal year; (iv) within the indicated time framefive (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrowers to its all of such Credit Party’s security holders or to any holders of Subordinated Debt and Debt; (v) within five (5) days of filing, all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; Commission (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000“SEC”) or more; (v) promptly upon receipt, each management letter prepared by a Borrowerlink thereto on such Credit Party’s independent certified public accounting firm regarding such Borrower’s management control systemsor another website on the Internet; (vi) such budgetsas soon as available, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within no later than thirty (30) days after the last day of each month, Borrowers copies of the month-end account statements for each Collateral Account maintained by any Credit Party or any of its Subsidiaries (including, for the avoidance of doubt, each Deposit Account, Securities Account and Commodity Account maintained by the Securities Subsidiary), which statements may be provided to Agent and each Lender by Borrower or directly from the applicable institution(s); (vii) promptly (and in any event within ten (10) days of any request therefor) such readily available budgets, sales projections, operating plans, financial information and other information, reports or statements regarding the Credit Parties or their respective businesses, contractors and subcontractors reasonably requested by Agent or any Lender; and (viii) within ten (10) days after any Credit Party becomes aware of any claim or adjustment proposed for any prior tax years of any Credit Party or any of their Subsidiaries which could result in additional material Taxes becoming due and payable by such Credit Party or Subsidiary, notice of such claim or adjustment, which purposes of the foregoing clause (viii), “material” shall deliver mean in excess of $50,000. Delivery of the foregoing financial statements and other items as set forth in clauses (i), (ii) and (iv) of this Section 6.2(a) may be satisfied by written notice that such financial statements or other items have been filed with the SEC or posted on the Borrower’s website, which written notice shall include an electronic link to Bank aged listings by invoice date of accounts receivable and accounts payablesuch financial statements or other items.
(b) Within thirty (30) days after the last day of each month, Borrowers Borrower shall deliver to Bank Agent and each Lender with the monthly quarterly financial statementsstatements described above, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D heretoOfficer.
(c) As soon as possible Borrower shall and shall cause each Credit Party to keep proper books of record and account in any event within three accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Upon prior written notice and during business hours (3) calendar days after becoming aware of the occurrence or existence of which such limitations shall not apply if an Event of Default hereunderhas occurred), a written statement Borrower shall allow, and cause each Credit Party to allow, Agent and Lenders to visit and inspect any properties of a Responsible Officer Credit Party, to examine and make abstracts or copies from any Credit Party’s books, to conduct a collateral audit and analysis of Parent setting forth details its operations and the Collateral to verify the amount and age of the Event accounts, the identity and credit of Defaultthe respective account debtors, to review the billing practices of the Credit Party and the action which the relevant to discuss its respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired. Borrower has taken or proposes shall reimburse Agent and each Lender for all reasonable costs and expenses associated with such visits and inspections; provided, however, that Borrower shall be required to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit reimburse Agent and each Borrower’s Accounts Lender for such costs and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted expenses for no more often than every one (1) such visit and inspection per twelve (12) months month period unless an a Default or Event of Default has occurred and is continuing during such period; provided that if Agent or Lender, upon the occurrence of a Default of Event of Default, is in the process of performing, or has incurred any costs or expenses in connection with, such reimbursable visit or inspection when such Default or Event of Default is no longer continuing. Borrowers may , such partially performed visit or inspection shall not be subject to, and shall not count against, any limitations set forth herein.
(d) Borrower shall, and shall cause each Credit Party to, deliver to Bank on an electronic basis any certificatesAgent and each Lender, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days days after the same are sent or received, copies of submission all material correspondence, reports, documents and other filings with any Governmental Authority that could reasonably be expected to have a material effect on any of the unsigned electronic copy Required Permits material to Borrower’s business or otherwise on the certification operations of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature Borrower or any of the Responsible Officerits Subsidiaries (except that reporting related to Regulatory Required Permits and/or Regulatory Reporting Events shall be governed by Section 6.16).
Appears in 2 contracts
Samples: Credit and Security Agreement, Credit and Security Agreement (Sarepta Therapeutics, Inc.)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower’s and each of its Subsidiary’s operations during such period, in a form reasonably acceptable to Bank and the period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty (150) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from Ernst & Young or another independent certified public accounting firm acceptable to Bank in any event its reasonable discretion; (iii) within the indicated time framefive (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt and (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Forms Form 1Q-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to a Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000) or more; and (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or and other financial information generally prepared reasonably requested by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with (i) aged listings of accounts receivable and accounts payable (by invoice date) and (ii) purchase order reports for the Purchase Orders, or such other Purchase Order reports as are requested by Bank in its reasonable business judgment.
(c) Within thirty (30) days after the last day of each month, deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of calculations showing compliance with the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect theretofinancial covenants set forth in this Agreement.
(d) Allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense Borrower’s expense. The first such audit will be conducted within 30 days of closing, and shall conduct such an audit no later than forty five (45) days after the closing date, provided that thereafter such audits will shall be conducted no more often than once every twelve (12) months unless a Default or an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 2 contracts
Samples: Loan and Security Agreement (Intellon Corp), Loan and Security Agreement (Intellon Corp)
Financial Statements, Reports, Certificates. Borrowers (a) Borrower shall deliver the following to Bank: (i) as soon as available, but in any event within thirty no later than twenty-five (3025) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower's consolidated operations during such period, in a form reasonably acceptable to Bank and the period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred and fifty (150) days after the last day of Borrower's fiscal year (except for Borrower's fiscal years ending December 31, 2001 and December 31, 2002, which audited consolidated financial statements shall be due July 31, 2003), audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in any the event that the Borrower's stock becomes publicly held, within the indicated time framefive (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower's security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) or more; (v) promptly upon receiptas soon as available, each management letter prepared by but not later than forty-five (45) days after the last of Borrower's fiscal year, Board approved Operating Plan (expressed on a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systemsmonthly and quarterly basis); (vi) such budgetsprompt notice of any material change in the composition of the Intellectual Property, sales projectionsor the registration of any copyright, operating plans or other financial information generally prepared by a including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the ordinary course value of business as Bank may reasonably request from time to timethe Intellectual Property; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed other financial information reasonably requested by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers Borrower shall deliver to Bank with the monthly and annual financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.EXHIBIT C.
Appears in 2 contracts
Samples: Loan and Security Agreement (Constant Contact, Inc.), Loan and Security Agreement (Constant Contact, Inc.)
Financial Statements, Reports, Certificates. Borrowers (a) Borrower shall provide Bank with the following written reports, and such other written reports with respect to Borrower (including budgets, sales projections, operating plans and other financial documentation), as Bank shall from time to time specify in its good faith business judgment:
(i) at the time of each Credit Extension, and in addition not less frequently than weekly, a Transaction Report; provided, however, that such Transaction Report shall be required on a monthly basis within fifteen (15) days after the end of each month (rather than on a weekly basis), so long as either (A) both (1) a Streamline Period is then in effect, and (2) no Event of Default has occurred and is continuing, or (B) both (1) a Streamline Period is then not in effect, and (2) no Advances are outstanding at all times within the past 30 days (and, in the case of this clause (B), as an additional condition precedent to Bank’s obligation to make the next Advance, Borrower shall deliver to Bank a current Transaction Report and written notice requesting such next Advance not less than 30 days (nor more than a number of days acceptable to Bank in its good faith business judgment) prior to the following to Bank: iFunding Date of such new Advance);
(ii) within fifteen (15) days after the end of each month:
(A) monthly accounts receivable agings, aged by invoice date;
(B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any;
(C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, and general ledger; and
(D) monthly Deferred Revenue reports;
(iii) as soon as available, but and in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all monthly unaudited financial statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; ;
(iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day end of each month a monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrowers Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall deliver reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;
(v) [intentionally omitted]
(vi) within thirty (30) days prior to Bank aged listings the end of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by invoice date month) for the upcoming fiscal year of accounts receivable Borrower, and accounts payable(B) annual financial projections for the following fiscal year (on a monthly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; and
(vii) as soon as available, and in any event within 180 days following the end of Borrower’s fiscal year, annual financial statements certified by, and with an unqualified opinion of, independent certified public accountants acceptable to Bank.
(b) Within thirty (30) days after At all times that Borrower is subject to the last day reporting requirements under the Securities Exchange Act of each month1934, Borrowers shall deliver to Bank with the monthly financial statementsas amended, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the unsigned electronic copy Securities and Exchange Commission or a link thereto on Borrower’s or another website on the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerInternet.
Appears in 2 contracts
Samples: Loan and Security Agreement (Acclarent Inc), Loan and Security Agreement (Acclarent Inc)
Financial Statements, Reports, Certificates. Borrowers (a) Borrower shall deliver the following to Bank: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, a company prepared unaudited consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower’s consolidated operations during such period, in a form reasonably acceptable to Bank and the period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred (200) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in any the event that Borrower’s stock becomes publicly held, (A) within the indicated time framefive (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (within fortyB) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (4595) days after the last day of the end Borrower’s fiscal year, copies of each fiscal quarter) and Borrowers report on Form 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) or more; and (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared reasonably requested by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers Borrower shall deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.B.
(c) As soon as possible Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and in any event within three (3) calendar days after becoming aware of accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence or existence of an Event of Default hereunderDefault, a written statement Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of a Responsible Officer of Parent setting forth details of the an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and the action which the relevant Borrower has taken or proposes to take with respect theretoaccounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Bank shall have Upon Bank’s request, provide a right from time to time hereafter to audit each Borrower’s Accounts written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five include the reasons for the delay.
(45e) Within thirty (30) days after the closing datelast day of each month, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may Borrower shall deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered a duly completed Borrowing Base Certificate signed by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank by U.S. Mailwith, reputable overnight courier serviceas soon as available, hand deliverybut no later than thirty (30) days following each Reconciliation Period, facsimile or .pdf file within five a Deferred Revenue report, in form acceptable to Bank.
(5g) Business Days Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of submission Accounts and, to the extent not previously delivered to Bank, a copy of the unsigned electronic copy the certification of monthly financial statementsinvoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officeralong with a detailed cash receipts journal.
Appears in 2 contracts
Samples: Loan and Security Agreement, Loan and Security Agreement (Bluearc Corp)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to BankLender: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower’s consolidated operations during (prepared in accordance with GAAP) for such period, in a form reasonably acceptable to Bank and month certified by a Responsible OfficerOfficer and in a form acceptable to Lender; (ii) as soon as available, but in any event no later than ninety (90) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from Pricewaterhouse Coopers or another nationally recognized independent certified public accounting firm; (iii) as soon as available, but no later than forty-five (45) days after the last day of each of Borrower’s fiscal years, Borrower’s financial projections for the current fiscal year as approved by Borrower’s Board of Directors; (iv) within the indicated time framefive (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrowers to its all of Borrower’s security holders or to any holders of Subordinated Debt and Debt; (v) within five (5) days of filing, all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivvi) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to a Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed other financial information reasonably requested by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payableLender.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank Lender with the monthly financial statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 2 contracts
Samples: Loan and Security Agreement, Loan and Security Agreement (Complete Genomics Inc)
Financial Statements, Reports, Certificates. Borrowers shall deliver Provide Bank with the following following:
(a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Bank: Borrower’s Accounts) (i) no later than Friday of each week when a Streamline Period is not in effect, and (ii) within seven (7) days after the end of each month when a Streamline Period is in effect;
(b) within seven (7) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) Deferred Revenue report, and (D) monthly reconciliations of accounts receivable agings (aged by invoice date), general ledger and customer debtor information;
(c) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within no later than thirty (30) days after the last day of each month, Borrowers shall deliver a company prepared consolidated balance sheet, income statement and cash flow covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank aged listings by invoice date of accounts receivable and accounts payable.(the “Monthly Financial Statements”);
(bd) Within within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank month and together with the monthly financial statementsMonthly Financial Statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer Officer, certifying that as of the end of such month, Borrower was in substantially full compliance with all of the form terms and conditions of Exhibit D hereto.this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checksas soon as available, and at least annually, within ten (10) days of approval by Borrower’s board of directors and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, (B) annual financial projections for the following fiscal year (on a quarterly basis), in each case as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections, and (C) a capitalization table;
(ce) As as soon as possible available, and in any event within three one hundred fifty (3150) calendar days after becoming aware following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the occurrence financial statements from an independent certified public accounting firm reasonably acceptable to Bank (provided that any firm associated with the “Big Four” accounting firms or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes affiliate thereof is deemed acceptable to take with respect thereto.Bank);
(df) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided event that Bank in good faith believes that Borrower becomes subject to the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file reporting requirements under the Exchange Act within five (5) Business Days days of submission filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the unsigned functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic copy mail) of the certification posting of monthly financial any such documents;
(g) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt;
(h) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the intellectual property reportaggregate, one hundred Thousand Dollars ($100,000) or more;
(i) promptly, from time to time, such other information regarding Borrower or compliance with the Borrowing Base Certificate and terms of any Loan Documents as reasonably requested by Bank.
(j) Provide Bank prompt written notice of (i) any material change in the Compliance Certificate, each bearing the physical signature composition of the Responsible OfficerIntellectual Property, (ii) the registration of any Copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in the IP Agreement or the ISR Debentures and UK Debenture, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property.
(k) Provide Bank with prompt written notice of any changes to the beneficial ownership information set out in items 2(d) through 2(g) of the Perfection Certificate. Borrower understands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers.
Appears in 2 contracts
Samples: Loan and Security Agreement (Tufin Software Technologies Ltd.), Loan and Security Agreement (Tufin Software Technologies Ltd.)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following Deliver to Bank: (i) as soon as available, but in any event within thirty no later than forty-five (3045) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower’s consolidated operations during such period, in a form reasonably acceptable to Bank and the period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (except for “going concern” qualifications for development stage companies) on the financial statements from an independent certified public accounting firm acceptable to Bank in any event its reasonable discretion; (iii) as soon as available, but no later than forty-five (45) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within the indicated time framefive (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt and (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivvi) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to a Borrower or any Subsidiary of Two its Subsidiaries of One Hundred Fifty Thousand Dollars ($250,000100,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of other financial information reasonably requested by Bank.” and inserting in lieu thereof the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.following:
Appears in 2 contracts
Samples: Loan and Security Agreement (T2 Biosystems, Inc.), Loan and Security Agreement (T2 Biosystems, Inc.)
Financial Statements, Reports, Certificates. Borrowers (a) Borrower shall deliver provide Bank with the following to Bank: following:
(i) within fifteen (15) days after the end of each month, (A) a Transaction Report (and any schedules related thereto) (if there are no loan balances outstanding under the Revolving Line for the preceding calendar month), (B) monthly accounts receivable agings, aged by invoice date, (C) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (D) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports and general ledger, and (E) a deferred revenue schedule;
(ii) as soon as available, but and in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; monthly unaudited financial statements;
(ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (viiiii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day end of each month a monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrowers Borrower was in full compliance with all of the terms and conditions of this Agreement, and such other information as Bank shall deliver to Bank aged listings by invoice date reasonably request, including, without limitation, a statement that at the end of accounts receivable and accounts payable.such month there were no held checks;
(biv) Within the more frequent of weekly, by Monday of the following week, or with each request for a Revolving Advance when there are loan balances outstanding under the Revolving Line for the preceding calendar month, a Transaction Report (and any schedules related thereto);
(v) within thirty (30) days after the last day beginning of each monthfiscal year of Borrower, Borrowers shall deliver to Bank with the monthly financial (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for such fiscal year of Borrower, (B) annual financial projections for such fiscal year (on a Compliance Certificate certified quarterly basis), together with any related business forecasts used in the preparation of such annual financial projections; in each case, as approved by Borrower’s board of the last day directors and provided to Borrower’s equity investors and (C) any interim updates of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.(A) or (B) above; and
(cvi) As as soon as possible available, and in any event within three (3) calendar 180 days after becoming aware following the end of the occurrence or existence of an Event of Default hereunderBorrower’s fiscal year, a written statement of a Responsible Officer of Parent setting forth details of the Event of Defaultannual financial statements certified by, and the action which the relevant Borrower has taken or proposes with an unqualified opinion of, independent certified public accountants acceptable to take with respect theretoBank.
(db) Bank shall have a right from time In the event that Borrower becomes subject to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing datereporting requirements under the Securities Exchange Act of 1934, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificatesas amended, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the unsigned electronic copy Securities and Exchange Commission or a link thereto on Borrower’s or another website on the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerInternet.
Appears in 2 contracts
Samples: Loan and Security Agreement (Advanced BioHealing Inc), Loan and Security Agreement (Advanced BioHealing Inc)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar monthReconciliation Period, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower’s consolidated operations during such period, in a form reasonably acceptable to Bank and the period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred seventy (270) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in any the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within the indicated time framefive (5) Business Days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K and 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10reports on form 8-K (within ninety (90) days of the end of each fiscal year) including an earnings release filed with the Securities and Exchange CommissionSEC; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) or more; (v) promptly upon receiptas soon as available, each management letter prepared by a but no later than sixty (60) days after the last day of Borrower’s independent certified public accounting firm regarding such fiscal year, annual financial projections for the following fiscal year approved by Borrower’s management control systemsBoard of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) such budgets, sales projections, operating plans or other financial information generally prepared reasonably requested by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each monthReconciliation Period, Borrowers shall deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.B.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence At all times that Borrower is not Borrowing Base Eligible or existence of an Event of Default hereunderhas occurred and is continuing, a written statement of a Responsible Officer of Parent setting forth details of allow Bank to inspect the Event of Default, Collateral and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each and copy Borrower’s Accounts and appraise Collateral at Borrowers’ expense and Books, including, but not limited to, Borrower’s Accounts, upon reasonable notice to Borrower. Such inspections or audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, The foregoing inspections and Bank audits shall be entitled at Borrower’s expense. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to rely and authorization from Borrower.
(d) Upon Bank’s request, provide a written report on any Financed Receivable, where payment of such Financed Receivable does not occur by its due date and include the information contained reasons for the delay to the extent known by Borrower.
(e) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report and an aged listing of accounts receivable and accounts payable by invoice date, in form and detail acceptable to Bank.
(f) If Borrower is Borrowing Base Eligible, provide Bank within thirty (30) days after the electronic fileslast day of each month, provided that Bank in good faith believes that the files were delivered a Borrowing Base Certificate signed by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days Officer of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerBorrower.
Appears in 2 contracts
Samples: Loan and Security Agreement (Mobitv Inc), Loan and Security Agreement (Mobitv Inc)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to BankCollateral Agent: (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within no later than forty five (45) days of after the last day of each fiscal quarter, a report signed company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such quarter certified by Borrowers, a Responsible Officer and in a form reasonably acceptable to BankCollateral Agent; (ii) no later than ten (10) Business Days after the last day of each month, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in company prepared cash report certified by a Responsible Officer showing Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right cash balances as of the end of such Borrower in or to any Trademarkmonth; (iii) as soon as available, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within but no later than thirty (30) days after the last day of each month, Borrowers copies of the bank statements for each bank account maintained by Borrower; (iv) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year (commencing with Borrower’s fiscal year ended December 31, 2009), audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion (which shall deliver include KPMG, the accounting firm utilized by the Borrower on the Effective Date); (v) as soon as available after approval thereof by Borrower’s Board of Directors, Borrower’s operating and capital budgets as approved by Borrower’s Board of Directors; (vi) within five (5) days of delivery, copies of all statements, reports and notices made available to Bank aged listings all of Borrower’s security holders or to any holders of Subordinated Debt; (vii) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the Internet; (vi) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; and (viii) other financial information reasonably requested by invoice date of accounts receivable and accounts payableCollateral Agent.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statementsCollateral Agent, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 2 contracts
Samples: Loan and Security Agreement (PTC Therapeutics, Inc.), Loan and Security Agreement (PTC Therapeutics, Inc.)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to BankAgent: (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within no later than thirty (30) days after the last day of each month, Borrowers shall deliver a company prepared consolidated balance sheet, income statement and cash flow statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank aged listings Agent; (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (iii) as soon as available after approval thereof by invoice date Borrower’s Board of accounts receivable Directors, but no later than thirty (30) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and accounts payablenotices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the Internet; (vi) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more or could result in a Material Adverse Change; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Agent.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank Agent with the monthly financial statementsstatements described above, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D heretoOfficer.
(c) As soon as possible Keep proper books of record and account in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall allow, at the sole cost of Borrower, Agent and Lenders to visit and inspect any event within three (3) calendar days after becoming aware of its properties, to examine and make abstracts or copies from any of Borrower’s books and records, to conduct a collateral audit and analysis of its operations and the Collateral to verify the amount and age of the accounts, the identity and credit of the respective account debtors (but not to contact any account debtors without the consent of the Borrower except upon the occurrence and during the continuance of a Default or existence of an Event of Default hereunderDefault), a written statement to review the billing practices of a Responsible Officer of Parent setting forth details of Borrower and to discuss its respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired. Notwithstanding the Event of Defaultforegoing, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank such audits shall have a right from time to time hereafter to audit each be conducted at Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve six (126) months unless an a Default or Event of Default has occurred and is continuing. Borrowers may .
(d) At such time and together with each Compliance Certificate required to be delivered pursuant to Section 6.2(b), deliver to Bank Agent an updated Schedule 5.2(d) reflecting any new Intellectual Property and all license agreements, sublicenses, or other rights of any Loan Party to use Intellectual Property (including all such in-bound license or sublicense agreements, but excluding over-the-counter software that is commercially available to the public) and any change in Borrower’s Material Intellectual Property listed on an electronic basis Schedule 5.2(d). Borrower shall take such steps as Agent requests to obtain the consent of, or waiver by, any certificatesperson whose consent or waiver is necessary for (x) all licenses, reports sublicenses or information required pursuant agreements to this Section 6.2be deemed “Collateral” and for Agent to have a security interest in it that might otherwise be restricted or prohibited by Law or by the terms of any such license, sublicense or agreement, whether now existing or entered into in the future, and Bank shall be entitled (y) Agent to rely on have the information contained ability in the electronic filesevent of a liquidation of any Collateral to dispose of such Collateral in accordance with Agent’s rights and remedies under this Agreement and the other Loan Documents.
(e) If, provided that Bank in good faith believes that after the files were delivered Closing Date, Borrower determines to manufacture, sell, develop, test or market any new Product, Borrower shall give prior written notice to Agent of such determination (which shall include a brief description of such Product, plus a list of all Required Permits relating to such new Product (and a copy of such Required Permits if requested by a Responsible Officer. If Borrowers deliver this information electronicallyAgent) and/or Borrower’s manufacture, it shall also deliver to Bank by U.S. Mailsale, reputable overnight courier servicedevelopment, hand delivery, facsimile testing or .pdf file within five (5) Business Days of submission marketing thereof issued or outstanding as of the unsigned electronic date of such notice), along with a copy of an updated Schedule 5.11; provided, however, that if Borrower shall at any time obtain any new or additional Required Permits from the certification of monthly financial statementsFDA, the intellectual property reportDEA, the Borrowing Base Certificate and the Compliance Certificateor parallel state or local authorities, each bearing the physical signature or foreign counterparts of the Responsible OfficerFDA, DEA, or parallel state or local authorities, with respect to any Product which has previously been disclosed to Agent, Borrower shall promptly give written notice to Agent of such new or additional Required Permits (along with a copy thereof if requested by Agent).
Appears in 2 contracts
Samples: Loan and Security Agreement (Regado Biosciences Inc), Loan and Security Agreement (Regado Biosciences Inc)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within no later than thirty (30) days after the last day of each month, Borrowers shall deliver a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer or Borrower’s Chief Financial Officer or Controller and in a form reasonably acceptable to Bank together with aged listings by invoice date of accounts receivable and accounts payablepayable (by invoice date); (ii) as soon as available, but no later than one hundred fifty (150) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in its reasonable discretion; ( iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the Internet; ( v) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (vi) other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports Chief Financial Officer or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerController.
Appears in 2 contracts
Samples: Loan and Security Agreement (Tremor Video Inc.), Loan and Security Agreement (Tremor Video Inc.)
Financial Statements, Reports, Certificates. Borrowers shall deliver Provide Bank with the following to Bank: following:
(a) a Transaction Report (and any schedules related thereto) (i) as soon as availablewith each request for an Advance, but in any event and (ii) within thirty (30) days after the end of each calendar month;
(b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, and general ledger and (D) monthly recurring revenue reports including income statements and calculation of the Annualized Churn Rate and MRR;
(c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower’s and each of its Subsidiary’s operations during for such period, in a form reasonably acceptable to Bank and month certified by a Responsible Officer; Officer and in a form acceptable to Bank (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q “Monthly Financial Statements”);
(within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (viid) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrowers shall deliver to Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank aged listings by invoice date may reasonably request, including, without limitation, a statement that at the end of accounts receivable and accounts payable.such month there were no held checks;
(be) Within as soon as available, but no later than the earlier of (i) January 31st of each fiscal year of Borrower or (ii) within fifteen (15) days of approval of the same by Borrower’s board of directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections;
(f) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank;
(g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents;
(h) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt;
(i) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, One Hundred Thousand Dollars ($100,000) or more;
(j) as soon as available, but no later than thirty (30) days after the last day same are completed, copies of each monthany 409A valuation reports together with any reports, Borrowers summaries and other documents accompanying such report; provided that the foregoing requirement shall deliver be automatically waived by Bank at all times after Borrower completes the IPO and continues to Bank with be traded on a major United States stock exchange;
(k) other financial information reasonably requested by Bank. Notwithstanding the monthly financial statementsforegoing, a Compliance Certificate certified as upon consummation of the last day of the applicable month IPO and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon so long as possible and in any event no Advances are outstanding, all monthly reporting requirements shall be due quarterly within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification end of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officercalendar quarter.
Appears in 2 contracts
Samples: Loan and Security Agreement (Instructure Inc), Loan and Security Agreement (Instructure Inc)
Financial Statements, Reports, Certificates. Borrowers shall deliver Provide Bank with the following to Bank: following:
(a) a Transaction Report (and any schedules related thereto) (i) as soon as availablewith each request for an Advance, but (ii) no later than Friday of each week when a Streamline Period is not in any event effect and there are outstanding Obligations in connection with Advances, and (iii) within thirty (30) days after the end of each calendar month (1) when a Streamline Period is in effect or (2) when a Streamline Period is not in effect and there are no outstanding Obligations in connection with Advances;
(b) within thirty (30) days after the end of each month, on a consolidated and consolidating basis with respect to Borrower and its Subsidiaries, (i) monthly accounts receivable agings, aged by invoice date, (ii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (iii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, Deferred Revenue report (on a consolidated basis only), and general ledger;
(c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower's and each of its Subsidiary's operations during for such period, in a form reasonably acceptable to Bank and month certified by a Responsible Officer; Officer and in a form acceptable to Bank (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q "Monthly Financial Statements");
(within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (viid) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrowers shall deliver Borrower was in full compliance with all of the terms and conditions of this Agreement, and such other information as Bank may reasonably request, including, without limitation, if requested by Bank in writing, a statement that at the end of such month there were no held checks;
(e) as soon as available, but no later than thirty (30) days after approval by Borrower's Board, and at least annually, annual financial projections for the following fiscal year approved by Borrower's Board and commensurate in form and substance with those provided to Borrower's venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projections;
(f) as soon as available, but no later than two hundred seventy (270) days after the last day of Borrower's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank aged listings by invoice date of accounts receivable and accounts payable.in its reasonable discretion;
(bg) Within in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower's website on the Internet at Borrower's website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents;
(h) provide Bank within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank month and with the monthly financial statementseach request for an Advance, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D heretoPurchase Order report.
(ci) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Defaultat least annually, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
within thirty (d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (4530) days after Board approval, any 409A valuation report prepared by or at the closing date, provided that such audits will be conducted no more often than every twelve direction of Borrower;
(12j) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days days of submission delivery, copies of the unsigned electronic copy the certification of monthly financial all statements, reports and notices made available to all of Borrower's security holders or to any holders of Subordinated Debt;
(k) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the intellectual property reportaggregate, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerFive Hundred Thousand Dollars ($500,000.00) or more; and
(l) other financial information reasonably requested by Bank.
Appears in 2 contracts
Samples: Loan and Security Agreement (Quantenna Communications Inc), Loan and Security Agreement (Quantenna Communications Inc)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within thirty no later than the earlier of (30A) five (5) days after filing with the Securities Exchange Commission or (B) fifty (50) days after the end of each calendar monthfiscal quarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officerthe Borrower’s 10Q; (ii) as soon as available, but in any event within no later than the indicated time frame, copies earlier of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-A) five (455) days of after filing with the end of each fiscal quarterSecurities Exchange Commission or (B) and 10-K (within ninety (90) days of after the end of each fiscal year, the Borrower’s 10K and an unqualified opinion of the financial statements prepared by an independent certified public accounting firm reasonably acceptable to Bank; (iii) filed as soon as available, but no later than five (5) days after filing with the Securities and Exchange Commission, the Borrower’s 8K reports; (iv) promptly upon receipt within 45 days after the end of notice thereofeach fiscal year, annual financial projections (which shall include projected balance sheets, income statements and cash flow statements) for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (v) a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 1,000,000 or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; and (vi) such budgets, sales projections, operating plans or other financial information generally prepared Bank reasonably requests. Borrower’s 10K, 10Q, and 8K reports required to be delivered pursuant to Section 6.2(a) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website on the Internet; provided, that Borrower shall provide paper copies to Bank of the Compliance Certificates required by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and Section 6.2(d).
(viib) within forty five (45) Within 30 days of after the last day of each fiscal quartermonth, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered will deliver to Bank by such Borrower in connection with this Agreementa cash balance report detailing investment type and maturity dates.
(ac) Within When the outstanding Obligations under Section 2.1 are equal to or greater than $3,000,000 for longer than 3 consecutive Business Days during any calendar month, within thirty (30) days after the last day of each such month, Borrowers shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings by invoice date of accounts receivable and accounts payablepayable (by invoice date).
(bd) Within thirty five (305) days after filing the 10Q and 10K, as applicable, with the Securities Exchange Commission or (B) fifty (50) days after the last day end of each monthfiscal quarter, Borrowers shall deliver to Bank with the monthly quarterly financial statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in substantially the form of Exhibit D heretothis Agreement.
(ce) As soon as possible and in any event The initial field examination shall be completed within three (3) calendar 60 days after becoming aware of the occurrence or existence of an Event of Default hereunderEffective Date. Thereafter, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and Borrower’s expense. Such audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve (12) months unless a Default or an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate notify Borrower when such expenses reach $2,500 and the Compliance Certificate, each bearing the physical signature of the Responsible Officermultiple thereof.
Appears in 2 contracts
Samples: Loan and Security Agreement (Rae Systems Inc), Loan and Security Agreement (Rae Systems Inc)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within no later than thirty (30) days after the last day of each month, Borrowers shall deliver a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from Ernst & Young LLP or another independent certified public accounting firm acceptable to Bank aged listings in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (v) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Thousand Dollars ($100,000.00) or more; (vi) annually, no later than the earlier of (A) ten (10) days after approval thereof by invoice date the Board, or (B) forty-five (45) days after the last day of accounts receivable Borrower’s fiscal year, and accounts payablecontemporaneously with any updates thereto, Board-approved annual financial budget; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form Officer, together with a summary of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officerclinical trials.
Appears in 2 contracts
Samples: Loan and Security Agreement (Fate Therapeutics Inc), Loan and Security Agreement (Fate Therapeutics Inc)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within no later than thirty (30) days after the last day of each month, Borrowers shall deliver a company prepared consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from KPMG LLP or another independent certified public accounting firm acceptable to Bank aged listings in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (v) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (vi) as soon as available, but no later than thirty (30) days after the last day of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by invoice date of accounts receivable and accounts payableBank.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days after the last day of each month, deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of calculations showing compliance with the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect theretofinancial covenants set forth in this Agreement.
(d) Allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after Borrower’s expense. Without including the closing dateInitial Audit, provided that such audits will shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers The charge for each audit shall not exceed Eight Hundred Fifty Dollars ($850.00) (or such higher amount as shall represent Bank’s then-current standard charge for the same), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank on an electronic basis any certificatesa Lease Certificate, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered signed by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days in the form of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.Exhibit E.
Appears in 2 contracts
Samples: Loan and Security Agreement (Eloqua, Inc.), Loan and Security Agreement (Eloqua, Inc.)
Financial Statements, Reports, Certificates. Borrowers shall (a) Borrower will deliver the following to Bank: (i) as soon as available, but in any event within not later than thirty (30) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower’s consolidated operations during such period, in a form reasonably acceptable to Bank and the period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q no later than one hundred twenty (within forty-five (45120) days after the last day of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each Borrower’s fiscal year) filed , audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the Securities and Exchange Commissionfinancial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iviii) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 100,000 or more; and (viv) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and requests.
(viib) within forty five Within twenty (4520) days of after the last day of each fiscal quartermonth, Borrower will deliver to Bank a report Borrowing Base Certificate signed by Borrowers, a Responsible Officer in the form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks Exhibit C with aged listings of accounts receivable and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreementaccounts payable.
(ac) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall Borrower will deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.D.
(d) Allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such Borrower’s expense. Such audits will be conducted no more often than every twelve six (126) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 2 contracts
Samples: Loan and Security Agreement (Sirf Technology Holdings Inc), Loan and Security Agreement (Sirf Technology Holdings Inc)
Financial Statements, Reports, Certificates. Borrowers shall (a) Borrower will deliver the following to Bank: (i) as soon as available, but in any event within thirty no later than five (305) days after filing with the end Securities and Exchange Commission, Borrower's 10-Q quarterly report and a Compliance Certificate in the form of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officerthe attached Exhibit C; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-no later than five (455) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed after filing with the Securities and Exchange CommissionCommission Borrower's annual 10-K report and a Compliance Certificate in the form of the attached Exhibit C for the quarterly period then ending; (iii) as soon as available, but no later than 120 days after the last day of Borrower's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 100,000 or more; and (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payablerequests.
(b) Within thirty (30) days after If the last day of each monthBorrowing Base applies pursuant to Section 2.1.1, Borrowers shall Borrower will deliver to Bank with the monthly financial statements, a Compliance Certificate certified as within 20 days of the last day end of the applicable each month and signed by (i) a Responsible Officer Borrowing Base Certificate in substantially the form of Exhibit D heretoattached, (ii) an accounts receivable aging, (iii) an accounts payable aging, and (iv) within 20 days after the end of each month, Borrower shall deliver to Bank a deferred revenue listing.
(c) As soon as possible and in If more than $500,000 is outstanding under the Committed Revolving Line at any event within three (3) calendar days after becoming aware of one time, Bank shall have the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes right to take with respect theretoaudit Borrower's Collateral annually at Borrower's expense.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within Within five (5) Business Days days of submission filing with the Securities and Exchange Commission, Borrower shall deliver copies of any filings with the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate Securities and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerExchange Commission not listed in 6.2(a) above.
Appears in 2 contracts
Samples: Loan and Security Agreement (Corillian Corp), Loan and Security Agreement (Corillian Corp)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to BankAgent: (i) as soon as available, but in any event within thirty no later than forty-five (3045) days after the end last day of each calendar month, a company prepared unaudited consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower’s consolidated operations during for such period, in a form reasonably acceptable to Bank and month certified by a Responsible OfficerOfficer and in a form acceptable to Agent; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q no later than one hundred twenty (within forty-five (45120) days after the last day of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (or, with respect to the fiscal year ended December 31, 2009, an opinion qualified only for going concern) filed with on the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s financial statements from an independent certified public accounting firm regarding such acceptable to Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s management control systems; (vi) such budgetsBoard of Directors, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within no later than thirty (30) days after the last day of each monthBorrower’s fiscal year, Borrowers shall deliver Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) in the event that Borrower becomes subject to Bank aged listings the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the Internet; (v) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more or could result in a Material Adverse Change; and (vi) budgets, sales projections, operating plans and other financial information reasonably requested by invoice date of accounts receivable and accounts payableAgent.
(b) Within thirty forty-five (3045) days after the last day of each month, Borrowers shall deliver to Bank Agent with the monthly financial statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D heretoOfficer.
(c) As soon as possible Keep proper books of record and account in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall allow, at the sole cost of Borrower, Agent and Lenders to visit and inspect any event within three (3) calendar days after becoming aware of its properties, to examine and make abstracts or copies from any of its books and records, to conduct a collateral audit and analysis of its operations and the Collateral, to verify the amount and age of the occurrence or existence of an Event of Default hereunderaccounts, a written statement of a Responsible Officer of Parent setting forth details the identity and credit of the Event respective account debtors, to review the billing practices of DefaultBorrower and to discuss its respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired. Notwithstanding the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank foregoing, such audits shall have a right from time to time hereafter to audit each be conducted at Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve (12) months unless an a Default or Event of Default has occurred and is continuing. Borrowers may deliver .
(d) Deliver to Bank Agent an updated Schedule 5.12
(b) promptly upon Borrower’s acquisition or development of any Material Intellectual Property not already listed on an electronic basis Schedule 5.12(b) and upon any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely other material change in Borrower’s Material Intellectual Property from that listed on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerSchedule 5.12(b).
Appears in 2 contracts
Samples: Loan and Security Agreement (Nupathe Inc.), Loan and Security Agreement (Nupathe Inc.)
Financial Statements, Reports, Certificates. Borrowers (a) Borrower shall deliver the following to Bank: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower's consolidated operations during such period, in a form reasonably acceptable to Bank and the period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but no later than forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the previous quarter certified by a Responsible Officer and in any event a form acceptable to Bank; (iii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iv) within the indicated time framefive (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower's security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could is reasonably likely to result in damages or costs to a awarded against Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) or more; and (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared reasonably requested by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month (during any month in which Borrower has outstanding Advances or is seeking an Advance), Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of EXHIBIT C, with aged listings of accounts receivable (by invoice date).
(c) Within thirty (30) days after the last day of each month, Borrowers Borrower shall deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.EXHIBIT D.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty Within forty-five (45) days after the closing datelast day of each fiscal quarter, provided that such Borrower shall deliver to Bank with the quarterly financial statements a Compliance Certificate signed by a Responsible Officer in the form of EXHIBIT D.
(e) Within one hundred twenty (120) days after the last day of Borrower's fiscal year, Borrower shall deliver to Bank with the audit annual financial statements a Compliance Certificate signed by a Responsible Officer in the form of EXHIBIT D.
(f) Borrower shall allow Bank to audit Borrower's Collateral at Borrower's expense. Such audits will shall be conducted no more often than once every twelve six (126) months unless an Event of Default has occurred and is continuing. Borrowers may deliver Borrower shall provide Bank with reasonable access to Bank on an electronic basis any certificates, reports or all its records and financial information required pursuant to this Section 6.2, and Bank so that the next such audit (the "Initial Audit") of Borrower's Collateral shall be entitled completed by Bank prior to rely on the information contained in initial Advance under the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerCommitted Revolving Line.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event no later than the earlier of (A) five (5) days after filing with the Securities Exchange Commission (“SEC”) or (B) if no such filing is made, 50 days after each fiscal quarter end and 95 days after each fiscal year end; financial statements; (ii) a Compliance Certificate together with delivery of the 10K and 10Q reports; (iii) within thirty (30) 45 days after the end of each calendar monthfiscal year, annual financial projections for the following fiscal year (on a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iiquarterly basis) as soon as availableapproved by Borrower’s board of directors, but together with any related business forecasts used in any event within the indicated time frame, copies preparation of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commissionsuch annual financial projections; (iv) promptly upon receipt of notice after Borrower obtains actual knowledge thereof, a prompt report of any legal actions pending or threatened in writing against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 250,000 or more; and (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by Bank reasonably requests. Borrower’s 10K, 10Q, and 8K reports required to be delivered pursuant to Section 6.2(a)(i) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website on the Internet; provided, that Borrower in the ordinary course of business as shall provide paper copies to Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed Compliance Certificates required by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this AgreementSection 6.2(a)(ii).
(ab) Within When the total amount of Advances plus the face amount of outstanding Letters of Credit is greater than $1,500,000, and within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank a (i) duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings by invoice date of accounts receivable and accounts payablepayable (by invoice date) and (ii) a deferred revenue report.
(bc) Within thirty (30) Monthly financial statements, within 30 days after the last day of each month, Borrowers shall and as soon as available, and in any event within 150 days following the end of Borrower’s fiscal year, annual financial statements certified by, and with an unqualified opinion of, independent certified public accountants acceptable to Bank.
(d) Together with delivery of financial statements pursuant to Section 6.2(a) and (c) above, deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in substantially the form of Exhibit D heretothis Agreement.
(ce) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and Borrower’s expense. Such audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve (12) months at Borrower’s expense unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Samples: Loan and Security Agreement (Financial Engines, Inc.)
Financial Statements, Reports, Certificates. Borrowers shall (a) Borrower will deliver the following to Bank: (i) as soon as available, but in any event within thirty (30) no later than 30 days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower's consolidated operations during such period, in a form reasonably acceptable to Bank and the period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but in any event within no later than five days after the indicated time frame, copies earlier to occur of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders the date each of Subordinated Debt and all reports on Forms the Reports 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) I-Flow Corporation is filed or required to be filed with the Securities and Exchange Commission, each of such 10-Q and 10-K Reports and all other documents and information filed in connection therewith; (iviii) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 250,000 or more, on a joint basis for all such entities; (viv) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to timerequests; and (viiv) within forty five (45) days prompt notice of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s the composition of the Intellectual Property Collateral, including but not limited to any subsequent ownership right or knowledge of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C an event that materially adversely affects the value of any the Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this AgreementProperty.
(ab) Within thirty (30) 20 days after the last day of each month, Borrowers shall Borrower will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings by invoice date of accounts receivable and accounts payablepayable together with an inventory report in form acceptable to Bank.
(bc) Within thirty (30) 30 days after the last day of each month, Borrowers shall Borrower will deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.D.
(d) Borrower shall allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise 's Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such Borrower's expense. Such audits will be conducted no more often than every twelve (12) 12 months unless a Default or an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as availablewithin five (5) days of filing with the Securities and Exchange Commission, but in any event within thirty no later than forty-five (3045) days after the end last day of each calendar monthits fiscal year, a company audited consolidated financial statements prepared consolidated under GAAP on Form 10-K as filed with the Securities and consolidating balance sheet and income statement covering Borrowers’ operations during such periodExchange Commission, in a form reasonably consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank and certified by a Responsible Officerin its reasonable discretion; (ii) as soon as available, but in any event within the indicated time framefive (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt Debt; (iii) within five (5) days of filing with the Securities and Exchange Commission, all reports on Forms 10Form 8-Q K as filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (iv) within five (5) days of filing with the Securities and Exchange Commission, but in any event no later than forty-five (45) days of after the end last day of each fiscal quarter) , a company prepared consolidating balance sheet and income statement covering Borrower’s consolidated operations for such quarter on Form 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange CommissionQ; (ivv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or or, to Borrower’s knowledge, threatened against a Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000250,000.00) or more; (vvi) promptly upon receipt, each management letter prepared as soon as available and no later than forty-five (45) days after approval by a Borrower’s independent certified public accounting firm regarding such board of directors, but at least annually, Borrower’s management control systemsfinancial projections for current fiscal year as approved by Borrower’s board of directors; and (vivii) such budgets, sales projections, operating plans or and other financial information generally prepared reasonably requested by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each monthmonth in which Credit Extensions made pursuant to Section 2.1.1 are outstanding or in which any such Credit Extensions have been requested, Borrowers shall deliver to Bank with the monthly financial statements, a Compliance duly completed Borrowing Base Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form Officer, with aged listings of Exhibit D heretoaccounts receivable and accounts payable (by invoice date).
(c) As soon as possible Within five (5) days of filing its 10-Q or 10-K with the Securities and Exchange Commission, but in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty forty-five (45) days after the closing datelast day of each quarter (including the final quarter of each fiscal year), provided that such a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement.
(d) Upon the occurrence of the first request for an Advance pursuant to Section 2.1.1, allow Bank to audit Borrower’s Collateral at Borrower’s expense. Such audits will shall be conducted no more often than every twelve once
1. The charge for each audit shall not exceed Eight Hundred Fifty Dollars (12$850.00) months unless an Event (or such higher amount as shall represent Bank’s then-current standard charge for the same), per person per day, plus out of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officerpocket expenses.
Appears in 1 contract
Samples: Loan and Security Agreement (Soundbite Communications Inc)
Financial Statements, Reports, Certificates. Borrowers shall (a) Borrower will deliver the following to Bank: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower's consolidated operations during such the period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event no later than ninety (90) days after the end of Borrower's fiscal year, audited, consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank; (iii) within the indicated time framefive (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower's security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ONE HUNDRED THOUSAND and 00/100 DOLLARS ($250,000100,000.00) or more; and (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business Bank reasonably requests.
(b) At such times as Bank may reasonably request from time to time; and no Advances are outstanding, within twenty (vii) within forty five (4520) days of after the last day of each fiscal quartermonth and at all other times, within ten (10) days after the last day of each month, Borrower will deliver to Bank a report Borrowing Base Certificate signed by Borrowersa Responsible Officer in the form of EXHIBIT C, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect with aged listings of any Patents, Copyrights or Trademarks accounts --------- receivable and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreementaccounts payable.
(ac) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall Borrower will deliver to Bank with the monthly financial statementsstatements required under Section 6.2 (a)(i) above, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.EXHIBIT D. ---------
(d) Bank shall have a has the right from time to time hereafter to audit each Borrower’s 's Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after Borrower's expense, but the closing date, provided that such audits will be conducted no more often than once every twelve (12) months if no Advances are outstanding under the Committed Revolving Line, once every six (6) months at all other times, unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Samples: Loan and Security Agreement (Bio Imaging Technologies Inc)
Financial Statements, Reports, Certificates. Borrowers (a) Borrower shall deliver the following to Bank: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower's consolidated operations during such period, in a form reasonably acceptable to Bank and the period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but in any event no later than one hundred twenty (120) days after the last day of Borrower's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) within the indicated time framefive (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower's security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) or more, or Two Million ($2,000,000.00) in the aggregate; and (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared reasonably requested by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings of accounts receivable (by invoice date).
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.D.
(d) Allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise 's Collateral at Borrowers’ expense and Borrower's expense. Such audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Samples: Loan and Security Agreement (Speechworks International Inc)
Financial Statements, Reports, Certificates. Borrowers (a) Borrower shall deliver the following deliver, or shall cause Quotient Limited to Bankdeliver, to Agent and each Lender: (i) as soon as available, but in any event within thirty no later than forty-five (3045) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and sheet, income statement and cash flow statement covering Borrowersthe Credit Parties’ consolidated operations during for such period, in a form reasonably acceptable to Bank and month certified by a Responsible OfficerOfficer and in a form acceptable to Agent; (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of the Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in any event its reasonable discretion; (iii) as soon as available after approval thereof by such Credit Party’s governing board, but no later than sixty (60) days after the last day of such Credit Party’s fiscal year, and as amended and/or updated, such Credit Party’s financial projections for current fiscal year; (iv) within the indicated time framefive (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrowers to its all of such Credit Party’s security holders or to any holders of Subordinated Debt and Debt; (v) within five (5) days of filing, all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) 8‑K, filed with the Securities and Exchange Commission; Commission (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000“SEC”) or more; (v) promptly upon receipt, each management letter prepared by a Borrowerlink thereto on such Credit Party’s independent certified public accounting firm regarding such Borrower’s management control systemsor another website on the Internet; (vi) such budgets, sales projections, operating plans or and other financial information generally prepared reasonably requested by a Borrower in the ordinary course of business as Bank may reasonably request from time to timeAgent or any Lender; and (vii) within forty as soon as available, but no later than forty-five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver copies of the month-end account statements for each Collateral Account maintained by a Credit Party, which statements may be provided to Bank aged listings Agent by invoice date of accounts receivable Borrower or directly from the applicable institution(s); and accounts payable(viii) such additional information, reports or statements regarding the Credit Parties or their respective businesses, contractors and subcontractors as Agent or any Lender may from time to time reasonably request.
(b) Within thirty Notwithstanding the foregoing, the obligations in Section 6.2(a)(i) and (30ii) may be satisfied by furnishing: (i) the Borrower’s (or such direct or indirect parent thereof) Form 10-K or 10-Q, as applicable, filed with the SEC, in each case within the time frames specified in Section 6.2(a) above and (ii) as soon as available, but no later than forty-five (45) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a Compliance Certificate certified as company prepared calculation of the last day consolidated cash and cash equivalents of the applicable month Credit Parties and signed a company prepared consolidated and consolidating income statement, provided that (x) to the extent such financial statements relate to a parent or indirect parent of Borrower, such financial statements will be accompanied by consolidating information that describes Borrower standing alone, certified by a Responsible Officer Officer, and (y) to the extent such financial statements are provided in substantially lieu of statements required by clause (a)(ii) above, such statements will be accompanied by a report and opinion of an independent registered public accounting firm and be in form and content acceptable to the form of Exhibit D hereto.Agent in its reasonable discretion. Midcap / Quotient / Amended and Restated Credit Agreement 10
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty Within forty-five (45) days after the closing datelast day of each month, provided that Borrower shall deliver, or cause Quotient Limited to deliver, to Agent and each Lender, with the monthly financial statements described above, a duly completed Compliance Certificate signed by a Responsible Officer.
(d) Each Credit Party shall keep proper books of record and account in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Upon prior written notice and during business hours (which such audits will be conducted no more often than every twelve (12) months unless an limitations shall not apply if a Default or Event of Default has occurred and is continuing), each Credit Party shall allow Agent and Lenders to visit and inspect any properties of such Credit Party, to examine and make abstracts or copies from such Credit Party’s books, to conduct a collateral audit and analysis of its operations and the Collateral to verify the amount and age of the accounts, the identity and credit of the respective account debtors, to review the billing practices of such Credit Party and to discuss its respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired. Borrowers may The Credit Parties shall reimburse Agent and each Lender for all reasonable costs and expenses associated with such visits and inspections; provided, however, that the Credit Parties shall be required to reimburse Agent and each Lender for such costs and expenses for no more than two (2) such visits and inspections per twelve (12) month period unless a Default or Event of Default has occurred during such period.
(e) Each Credit Party shall deliver to Bank on an electronic basis any certificatesAgent and each Lender, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days days after the same are sent or received, copies of submission all material correspondence, reports, documents and other filings with any Governmental Authority that could reasonably be expected to have a material effect on any of the unsigned electronic copy Required Permits material to the certification of monthly financial statements, Credit Parties’ business or otherwise on the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature operations of the Responsible OfficerCredit Parties.
Appears in 1 contract
Samples: Credit, Security and Guaranty Agreement (Quotient LTD)
Financial Statements, Reports, Certificates. Borrowers (i) Borrower shall ------------------------------------------- deliver the following to Bank: i:
(a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower's consolidated operations during such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank and certified by a Responsible Officer; Bank;
(iib) as soon as available, but in any event within ninety (90) days after the indicated time frameend of Borrower's fiscal year, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank;
(c) within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10- Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; ;
(ivd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could reasonably be likely to result in damages or costs to a Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000150,000) or more; ;
(v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vie) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and .
(viif) (i) prior to any Credit Extensions at a time when no Credit Extensions are outstanding, (ii) within forty five thirty (4530) days of after the last day of each fiscal quartermonth in which any Credit Extensions are outstanding, and (iii) within thirty (30) days after the fifteenth day of each month in which total outstanding Credit Extensions exceed sixty percent (60%) of the Borrowing Base, a report Borrowing Base Certificate signed by Borrowersa Responsible Officer in substantially the form of Exhibit C hereto, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect together with aged listings of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreementaccounts --------- receivable.
(ag) Within within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable with the monthly financial statements, and accounts payable.
(b) Within within thirty (30) days after the last fifteenth day of each month, Borrowers shall deliver to Bank with month in which total outstanding Credit Extensions exceed sixty percent (60%) of the monthly financial statementsBorrowing Base, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.. ---------
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(dii) Bank shall have a right from time to time hereafter hereafter, upon reasonable prior notice, to audit each Borrower’s 's Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing dateBorrower's expense, provided that such audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to BankAgent: (i) as soon as available, but in any event within no later than thirty (30) days after the end approval thereof by Borrower’s Board of Directors, but no later than March 31st of each calendar monthyear, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible OfficerBorrower’s financial projections for the current fiscal year; (ii) as soon as available, but in any event within the indicated time framefive (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrowers delivered to its all of Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iii) within five (5) days of filing, all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange CommissionCommission (“SEC Reports”) or a link thereto on Borrower’s or another website on the Internet; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to a Borrower or any Subsidiary of Two its Subsidiaries of One Hundred Fifty Thousand Dollars ($250,000150,000) or moremore or would reasonably be expected to have a material adverse effect on Borrower’s business; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings copies of all monthly bank statements together with a Compliance Certificate signed by invoice date of accounts receivable a Responsible Officer; and accounts payable(vi) budgets, sales projections, operating plans and other financial information as reasonably requested in writing by Agent.
(b) Within Deliver to Agent, within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.updated Schedule 5.2
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to BankAgent: (i) as soon as available, but in any event within thirty no later than forty-five (3045) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and sheet, income statement and cash flow statement covering Borrowers’ Borrower’s consolidated operations during for such period, in a form reasonably acceptable to Bank and month certified by a Responsible OfficerOfficer and in a form acceptable to Agent; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q no later than one hundred twenty (within forty-five (45120) days after the last day of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each Borrower’s fiscal year) filed , audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s financial statements from an independent certified public accounting firm regarding such acceptable to Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s management control systems; (vi) such budgetsBoard of Directors, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within no later than thirty (30) days after the last day of each monthBorrower’s fiscal year, Borrowers shall deliver Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Bank aged listings all of Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8 K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the Internet; (vi) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of Three Hundred Thousand Dollars ($300,000) or more or could result in a Material Adverse Change; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by invoice date of accounts receivable and accounts payableAgent.
(b) Within thirty forty-five (3045) days after the last day of each month, Borrowers shall deliver to Bank Agent with the monthly financial statementsstatements described above, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D heretoOfficer.
(c) As soon as possible Keep proper books of record and account in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall allow, at the sole cost of Borrower, Agent and Lenders to visit and inspect any event within three (3) calendar days after becoming aware of its properties, to examine and make abstracts or copies from any of Borrower’s Books, to conduct a collateral audit and analysis of its operations and the Collateral to verify the amount and age of the occurrence or existence of an Event of Default hereunderaccounts, a written statement of a Responsible Officer of Parent setting forth details the identity and credit of the Event respective account debtors, to review the billing practices of DefaultBorrower and to discuss its respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired. Notwithstanding the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank foregoing, such audits shall have a right from time to time hereafter to audit each be conducted at Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve six (126) months unless an a Default or Event of Default has occurred and is continuing. Borrowers may .
(d) Within ten (10) days of (i) acquiring and/or developing any new material Intellectual Property, or (ii) entering or becoming bound by any additional material license or sublicense agreement or other material agreement with respect to rights in Intellectual Property (other than over-the-counter software that is commercially available to the public), deliver to Bank on Agent an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.updated Schedule 5.2
Appears in 1 contract
Samples: Loan and Security Agreement (Kalobios Pharmaceuticals Inc)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (iv) within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (v) as soon as available, but in any event within thirty (30) days after prior to the end last day of each calendar monthBorrower’s fiscal year, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified Borrower’s financial projections for coming fiscal year as approved by a Responsible OfficerBorrower’s Board of Directors; (iivi) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to a Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000) or more; and (vvii) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or and other financial information generally prepared reasonably requested by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, together with (i) aged listings of accounts receivable (including merchant services balances) and accounts payable (by invoice date), (ii) a statement listing all Collateral Accounts maintained by Borrower and the balances/investments therein, and (iii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment.
(c) Within thirty (30) days after the last day of each month, deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of calculations showing compliance with the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect theretofinancial covenants set forth in this Agreement.
(d) Allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and Borrower’s expense. Such audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within no later than thirty (30) days after the last day of each monthmonth (except for the last month of the calendar quarter), Borrowers shall deliver a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank aged listings Bank; (ii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (iii) within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the Internet; (iv) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Thousand Dollars ($100,000.00) or more; (v) prompt notice of an event that materially and adversely affects the value of the intellectual property; (vi) Board approved projections, on or before September 30th for each year; and (vii) other financial information reasonably requested by invoice date of accounts receivable and accounts payableBank.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days after the last day of each month, deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of calculations showing compliance with the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect theretofinancial covenants set forth in this Agreement.
(d) Allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and Borrower’s expense. Such audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve (12) months unless a Default or an Event of Default has occurred and is continuing. Borrowers Notwithstanding the foregoing, no Advances in excess of One Million Dollars ($1,000,000.00) may deliver be requested prior to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerInitial Audit.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall deliver the following to Bank: (i) as soon as available, but in any event within thirty Within five (305) days after the end of each calendar monthfiling, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable Borrower will deliver to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower's security holders or to any holders of Subordinated Debt Debt, and all reports on Forms Form 10-K and 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (viiii) within forty five (455) days of filing a report on Form 10-Q (or a report on Form 10-K for the last day of fourth quarter) each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall will deliver to Bank aged listings a Compliance Certificate signed by invoice date a Responsible Officer in the form of accounts receivable and accounts payable.Exhibit D.
(b) Within thirty (30) days after the last day of each month, Borrowers shall month Borrower will deliver to Bank with (i) a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the monthly financial statementsperiod certified by a Responsible Officer and in a form acceptable to Bank, and (ii) a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.D.
(c) As soon as possible and in any event within three Within twenty (320) calendar days after becoming aware the last day of each month or, if no Advance is outstanding, within thirty (30) days after the occurrence or existence last day of an Event of Default hereundereach month, Borrower will deliver to Bank a written statement of Borrowing Base Certificate showing Eligible Accounts signed by a Responsible Officer in the form of Parent setting forth details Exhibit C, with aged listings of the Event of Default, accounts receivable and the action which the relevant Borrower has taken or proposes accounts payable in a format reasonably acceptable to take with respect theretoBank.
(d) Borrower will allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise 's Collateral at Borrowers’ Borrower's expense and shall conduct such an audit no later than forty five (45) days after the closing dateas reasonably determined by Bank, provided it being agreed that such audits will be conducted no more often than at least once every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officerreasonable.
Appears in 1 contract
Samples: Loan and Security Agreement (Ramtron International Corp)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower’s and each of its Subsidiary’s operations during for such period, in a form reasonably acceptable to Bank and month certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in any event its reasonable discretion; (iii) within the indicated time framefive (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred its Subsidiaries of Fifty Thousand Dollars ($250,00050,000) or more; (vvi) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systemsprompt notice of an event that materially and adversely affects the value of the intellectual property; (vivii) such a prompt report of any complaints filed with the Texas Workforce Commission (“TWC”) against Borrower in die aggregate of Twenty-Five Thousand Dollars ($25,000) or more; and (viii) budgets, sales projections, operating plans or and other financial information generally prepared reasonably requested by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a Compliance Certificate certified as an aged listings of the last day of the applicable month accounts receivable and signed accounts payable (by a Responsible Officer in substantially the form of Exhibit D heretoinvoice date).
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerBorrower’s expense.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall (a) Borrower will deliver the following to Bank: (i) as soon as available, but in any event within thirty (30) no later than 30 days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower’s consolidated operations during such the period, in a form reasonably acceptable to Bank and certified by a Responsible OfficerOfficer acceptable to Bank; (ii) as soon as available, but in any event no later than 120 days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) within the indicated time frame5 days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission (other than those reports on Form 10-K, 10-Q or 8-K (relating to certification) that are otherwise publicly available through the Securities and Exchange Commission’s EXXXX system); (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 500,000 or more; and (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or any other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and requests.
(viib) within forty five (45) Within 20 days of after the last day of each fiscal quartermonth until the Revolving Maturity Date, Borrower will deliver to Bank a report Borrowing Base Certificate signed by Borrowersa Responsible Officer in the form of Exhibit C, in form reasonably acceptable to Bankwith aged listings of accounts receivable, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks accounts payable and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this AgreementDeferred Revenue aging.
(ac) Within thirty (30) 30 days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall Borrower will deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.D.
(d) Until the Revolving Maturity Date, Bank shall have a has the right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after Borrower’s expense, but the closing date, provided that such audits will be conducted no more often than once every twelve (12) six months unless an Event of Default has occurred and is continuing. Borrowers may deliver continuing at such reasonable times during normal business hours and upon reasonable advance notice to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerBorrower.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers (a) Borrower shall deliver the following to Bank: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower's consolidated operations during such period, in a form reasonably acceptable to Bank and the period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred and twenty (120) days after the last day of Borrower's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in any the event that the Borrower's stock becomes publicly held, within the indicated time framefive (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower's security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or overtly threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000250,000.00) or more; and (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other vi)other financial information generally prepared reasonably requested by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each monthmonth in which Advances were outstanding under the Revolving Line, Borrowers or Credit Extensions other than Advances are issued or outstanding in excess of Five Hundred Thousand Dollars ($500,000.00), Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of EXHIBIT C, with aged listings of accounts receivable (by invoice date).
(c) Borrower shall also deliver to Bank with the monthly and annual financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.EXHIBIT D.
(d) Allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise 's Collateral at Borrowers’ expense and Borrower's expense. Such audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on Notwithstanding the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statementsforegoing, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officerinitial audit shall occur before any Advances are made.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall (a) Borrower will deliver the following to Bank: (i) as soon as available, but in any event within thirty no later than twenty-five (3025) days after the end last day of each calendar month (except that subsequent to an IPO: (A) for months in which no Obligations are outstanding or Credit Extensions were made, within twenty-five (25) days after the last day of each quarter, and (B) for months in which Obligations are outstanding or Credit Extensions were made, within twenty-five (25) days after the last day of each month), a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower's consolidated operations during such the period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event no later than ninety (90) days after the end of Borrower's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank; (iii) within the indicated time framefive (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower's security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 100,000 or more; and (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and request.
(viib) within forty Within twenty-five (4525) days of after the last day of each fiscal quartermonth in which either
(i) Obligations under the Committed Revolving Line are outstanding, or (ii) Advances were made, Borrower will deliver to Bank a report Borrowing Base Certificate signed by Borrowersa Responsible Officer in the form of Exhibit C, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect with aged listings of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreementaccounts receivable.
(ac) Within thirty twenty-five (3025) days after the last day of each month (except that subsequent to an IPO: (i) for months in which no Obligations are outstanding or Credit Extensions were made, within twenty-five (25) days after the last day of each quarter, and (ii) for months in which Obligations are outstanding or Credit Extensions were made, within twenty-five (25) days after the last day of each month), Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall Borrower will deliver to Bank with the monthly and/or quarterly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.D.
(d) Bank shall have a has the right from time to time hereafter to audit each Borrower’s 's Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after Borrower's expense, but the closing date, provided that such audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers Borrower shall deliver the following to Bank: i(a) as soon as available, but in any event within thirty twenty five (3025) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower's consolidated operations during such period, in a form certified by an officer of Borrower reasonably acceptable to Bank and certified by a Responsible OfficerBank; (iib) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of after the end of each Borrower's fiscal year) filed , audited consolidated financial statements of Borrower prepared in accordance with the Securities and Exchange CommissionGAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (ivc) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vid) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and . Within fifteen (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (3015) days after the last day of each month, Borrowers Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of EXHIBIT C hereto, together with aged listings by invoice date of accounts receivable and accounts payable.
. Within twenty (b) Within thirty (3025) days after the last day of each month, Borrowers Borrower shall deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit EXHIBIT D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) . Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise examine the Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing dateBorrower's expense, provided that such audits examinations will be conducted no more often than every twelve six (126) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall (a) Borrower will deliver the following to Bank: (i) as soon as available, but in any event within thirty (30) no later than 30 days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower’s consolidated operations during such the period, in a form reasonably acceptable to Bank and certified by a Responsible OfficerOfficer acceptable to Bank; (ii) as soon as available, but in any event no later than 120 days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) within the indicated time frame5 days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission (other than those reports on Form 10-K, 10-Q or 8-K (relating to certification) that are otherwise publicly available through the Securities and Exchange Commission’s XXXXX system); (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 500,000 or more; and (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or any other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and requests.
(viib) within forty five (45) Within 20 days of after the last day of each fiscal quartermonth until the Revolving Maturity Date, Borrower will deliver to Bank a report Borrowing Base Certificate signed by Borrowersa Responsible Officer in the form of Exhibit C, in form reasonably acceptable to Bankwith aged listings of accounts receivable, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks accounts payable and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this AgreementDeferred Revenue aging.
(ac) Within thirty (30) 30 days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall Borrower will deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.D.
(d) Until the Revolving Maturity Date, Bank shall have a has the right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after Borrower’s expense, but the closing date, provided that such audits will be conducted no more often than once every twelve (12) six months unless an Event of Default has occurred and is continuing. Borrowers may deliver continuing at such reasonable times during normal business hours and upon reasonable advance notice to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerBorrower.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall deliver to the following to Bank: i(a) as soon as available, but in any event within thirty (30) 25 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ the consolidated operations of MC and its Subsidiaries including without limitation MPL and MIPL, during such period, in a form reasonably acceptable to Bank and certified by a Responsible OfficerOfficer of MC; (iib) as soon as available, but in any event within 120 days after the indicated time frameend of Borrowers' fiscal year, audited consolidated financial statements of MC and its Subsidiaries prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to the Bank; (c) within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to its their security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-Q (within forty-five (45) days of the end of each fiscal quarter) and K, 10-Q, 8-K (within ninety (90) days of the end of each fiscal year) or similar forms filed with the U.S. Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a any Borrower or any Subsidiary that could result in damages or costs to a any Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vie) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in as the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) . Within thirty (30) 25 days after the last day of each month, Borrowers MC shall deliver to the Bank a Domestic Borrowing Base Certificate in the form of EXHIBIT B and a Foreign Borrowing Base Certificate in the form of EXHIBIT C signed by a Responsible Officer, together with aged listings by invoice date of accounts receivable and accounts payable.
(b) receivable. Within thirty (30) 25 days after the last day of each month, Borrowers MC shall deliver to the Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit EXHIBIT D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) . The Bank shall have a right from time to time hereafter to audit each Borrower’s Borrowers' Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date' expense, provided that such audits will be conducted no more often than every twelve six (126) months unless an Event of Default has occurred and is continuing. Notwithstanding the foregoing, Borrowers may deliver shall not be required to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of furnish monthly financial statements, the intellectual property report, the Borrowing Base Certificate Certificates and Compliance Certificates until such time as there is a request for an Advance and the Compliance Certificate, each bearing the physical signature of the Responsible Officerrequirement to continue to furnish such documentation shall be suspended when there are no outstanding Obligations hereunder.
Appears in 1 contract
Samples: Loan Agreement (Moldflow Corp)
Financial Statements, Reports, Certificates. Borrowers shall (a) Borrower will deliver the following to BankLenders: (i) as soon as available, but in any event within thirty (30) no later than 30 days after the end last day of each calendar month, a company company-prepared unaudited financial statements consisting of a consolidated and consolidating balance sheet and sheet, an income statement and a cash-flow statement covering Borrowers’ Borrower's consolidated operations during such the period, in a form reasonably acceptable to Bank Lenders and certified by a Responsible Officer; (ii) as soon as available, but in any event no later than 90 days after the end of Borrower's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Lenders; (iii) within the indicated time frame5 days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower's security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission, if any; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 100,000 or more, any order, judgment or decree being entered against Borrower or any of its properties or assets involving a sum, together with the sum of all other orders, judgments or decrees, of $100,000 or more; (v) promptly upon receiptprompt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding and in all events within 10 days after Borrower becomes aware of such Borrower’s management control systemscircumstance, notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Lenders or knowledge of an event that materially adversely affects the value of the Intellectual Property; (vi) prompt, and in all events within 10 days after Borrower becomes aware of such circumstance, notice of any actual or prospective change, development or event which has had or could reasonably be expected to have a Material Adverse Change; (vii) prompt, and in all events within 10 days after Borrower becomes aware of such circumstance, notice of the existence and nature of a Default or an Event of Default, stating that such notice is a "Notice of Default"; and (viii) budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may Lenders reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreementrequest.
(ab) Within thirty (30) 30 days after the last day of each month, Borrowers shall Borrower will deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank Lenders with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.C.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall deliver Provide Bank with the following following:
(a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Bank: Borrower’s Accounts) (i) as soon as available, but no later than Friday of each week when a Streamline Period is not in any event effect and (ii) within thirty (30) days after the end of each calendar monthmonth when a Streamline Period is in effect;
(b) within twenty (20) days after the end of each month with regard to all Borrowers, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such periodexcept RMG Ltd., in a form reasonably acceptable to Bank and certified (i) monthly accounts receivable agings, aged by a Responsible Officer; invoice date, (ii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (iii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, Deferred Revenue report, and general ledger;
(c) within twenty (20) days after the end of each month with regard to RMG Ltd., (i) monthly accounts receivable agings, aged by invoice date, (ii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (iii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, Deferred Revenue report, and general ledger;
(d) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within no later than thirty (30) days after the last day of each month, Borrowers shall deliver a company prepared consolidated and, upon Bank’s request, consolidating balance sheet and income statement covering Borrower’s consolidated operations and Borrower’s and each of its Subsidiaries operations (subject to the absence of footnotes and subject to year-end adjustments) for such month certified by a Responsible Officer and in a form acceptable to Bank aged listings by invoice date of accounts receivable and accounts payable.(the “Monthly Financial Statements”);
(be) Within within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank month and together with the monthly financial statementsMonthly Financial Statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer Officer, certifying that as of the end of such month, Borrower was in substantially full compliance with all of the form terms and conditions of Exhibit D hereto.this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;
(cf) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty forty-five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event end of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2each fiscal year of Borrower, and Bank shall be entitled to rely promptly upon any subsequent modification thereof, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections;
(g) as soon as available, and in any event within one hundred fifty (150) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver financial statements from an independent certified public accounting firm acceptable to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file Bank;
(h) within five (5) Business Days days of submission filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the unsigned functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic copy mail) of the certification posting of monthly financial any such documents;
(i) within five (5) days of delivery, copies of all statements, reports and notices made available to any holders of Subordinated Debt;
(j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the intellectual property reportaggregate, One Hundred Thousand Dollars ($100,000) or more;
(k) a prompt report of any complaints filed with the Borrowing Base Certificate and Texas Workforce Commission against Borrower in the Compliance Certificateaggregate of Twenty-Five Thousand Dollars ($25,000) or more; and
(l) promptly, each bearing from time to time, such other information regarding Borrower or compliance with the physical signature terms of the Responsible Officerany Loan Documents as reasonably requested by Bank.
Appears in 1 contract
Samples: Loan and Security Agreement (RMG Networks Holding Corp)
Financial Statements, Reports, Certificates. Borrowers shall deliver Provide Lender with the following to Bank: following:
(a) (i) as soon as availableat all times prior to an IPO, but in any event within thirty (30) days after the end last day of each calendar monthmonth and (ii) at all times after an IPO, within forty-five (45) days after the last day each quarter, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, a detailed Account Debtor listing, and general ledger, each in a form acceptable to Lender and (D) SaaS metrics reports in the format set forth in Borrower’s S-1;
(b) (i) at all times prior to an IPO, as soon as available, but no later than thirty (30) days after the last day of each month and (ii) at all times after an IPO, as soon as available, but no later than forty-five (45) days after the last day of each quarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower’s and each of its Subsidiary’s operations during for such period, in a form reasonably acceptable to Bank and month certified by a Responsible Officer; Officer and in a form acceptable to Lender (the “Financial Statements”);
(c) (i) at all times prior to an IPO, as soon as available, but no later than thirty (30) days after the last day of each month and (ii) at all times after an IPO, as soon as available, but no later than forty-five (45) days after the last day each quarter, and together with the Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Lender may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;
(d) within thirty (30) days prior to the end of each fiscal year of Borrower, and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month), and (B) annual financial projections (on a quarterly basis), in each case as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections;
(e) as soon as available, but and in any event within one hundred eighty (180) days following the indicated time frameend of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Lender;
(f) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) Business Days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify Lender in writing (which may be by electronic mail) of the posting of any such documents;
(g) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt and Debt;
(h) at all reports on Forms 10-Q times prior to an IPO, as soon as available, but no later than thirty (within forty-five (4530) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereofafter completion, a any 409A valuation report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a or at the direction of Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; ;
(vii) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time at all times prior to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrationsan IPO, as well soon as any material change in a Borrower’s Intellectual Property Collateralavailable, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within no later than thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings a monthly Board pack, including budgets, sales projections, operating plans and other financial information reasonably requested by invoice date of accounts receivable and accounts payable.Lender;
(bj) Within thirty (30) days after prompt written notice of any changes to the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a Compliance Certificate certified as beneficial ownership information set out in Section 14 of the last day Perfection Certificate. Borrower understands and acknowledges that Lender relies on such true, accurate and up-to-date beneficial ownership information to meet Lender’s regulatory obligations to obtain, verify and record information about the beneficial owners of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.its legal entity customers;
(ck) As soon as possible and prompt report of any legal actions pending or threatened in writing against Borrower or any event within three of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, One Hundred Thousand Dollars (3$100,000.00) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.more; and
(dl) Bank shall have a right promptly, from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct time, such an audit no later than forty five (45) days after other information regarding Borrower or compliance with the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event terms of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered Loan Documents as reasonably requested by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerLender.
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (BigCommerce Holdings, Inc.)
Financial Statements, Reports, Certificates. Borrowers shall (a) Borrower will deliver the following to Bank: (i) as soon as available, but in any event within thirty (30) no later than 15 days after the end last day of each calendar month, a company prepared consolidated copies of all of Borrower's statements relating to deposit accounts and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officerinvestment accounts; (ii) as soon as available, but in any event no later than 120 days after the last day of Borrower's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) within 45 days after the indicated time frameend of each of Borrower's fiscal quarters but not later than 5 days after filing with the Securities and Exchange Commission, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower's security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 100,000 or more; and (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreementrequests.
(ab) Within thirty (30) 45 days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall Borrower will deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.C.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of Bank has the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise 's Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after Borrower's expense, but the closing date, provided that such audits will be conducted no more often than every twelve (12) six months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Samples: Loan and Security Agreement (Vitria Technology Inc)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: :
(i) as soon as available, but in any event within thirty no later than five (305) days Business Days after filing with the end of each calendar monthSecurities Exchange Commission (the “SEC”), a company prepared consolidated SFE’s 10-K, 10-Q and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; 8-K reports,
(ii) as soon as availabletogether with SFE’s 10-K filing, but in any event within its consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the indicated time frame, copies of all statements, reports financial statements from an independent certified public accounting firm,
(iii) a Compliance Certificate (delivered with the 10-K and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q reports (as applicable));
(iv) within forty-five (45) days of after the end of each fiscal quarteryear and upon any material amendment, cash projections for the following fiscal year (on a quarterly basis) and 10-K as presented to SFE’s board of directors (within ninety the “SFE Board”);
(90v) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; and (vi) such budgets, sales projections, operating plans or other financial information generally prepared Bank reasonably requests. Borrower’s 10-K, 10-Q, and 8-K reports and financial statements required to be delivered pursuant to Sections 6.2(a)(i) and (ii) shall be deemed to have been delivered on the date on which Borrower files such report with the SEC or provides a link thereto on Borrower’s or another website on the Internet.
(b) With each Advance request (and if any Advance has been taken and has not been repaid by Borrower in full, with the filing of SFE’s 10-K and 10-Q reports), deliver to Bank a duly completed Borrowing Base Certificate signed by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and Responsible Officer.
(viic) within forty Within forty-five (45) days of after the last day of each fiscal quarter, a report signed by Borrowers(i) quarterly cash flow projection reports, in form reasonably and substance acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks its reasonable discretion; and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(aii) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect theretoquarterly Net Asset Value Reports.
(d) Allow Bank shall have a right from time to time hereafter to audit each the location and the composition of Borrower’s Accounts and appraise Collateral Collateral, at Borrowers’ expense and Borrower’s expense. Such audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to ; provided, however, Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall agrees that such audits will only be entitled to rely on conducted while there are outstanding Advances under the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerRevolving Line.
Appears in 1 contract
Samples: Loan and Security Agreement (Safeguard Scientifics Inc)
Financial Statements, Reports, Certificates. Borrowers (a) Borrower shall deliver the following to Bank: (i) as soon as available, but in any event within thirty no later than forty five (3045) days after the end last day of each calendar monthquarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower's consolidated operations during such the period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event no later than ninety (90) days after the end of Borrower's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank; (iii) within the indicated time framefive (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower's security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange CommissionCommission ("SEC"); (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) or more; and (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreementrequests.
(ab) Within thirty twenty (3020) days after the last day of each month, Borrowers Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings by invoice date of accounts receivable and accounts payablereceivable.
(bc) Within thirty forty five (3045) days after the last day of each monthquarter, Borrowers Borrower shall deliver to Bank with the monthly quarterly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.D.
(d) Bank shall have a has the right from time to time hereafter to audit each Borrower’s 's Accounts and appraise Collateral at Borrowers’ expense and Borrower's expense, but the audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers Borrower shall deliver the following to BankServicing Agent: i(a) as soon as available, but in any event within thirty fifteen (3015) days after the end of each calendar month, a company prepared consolidated agings of accounts receivable and consolidating balance sheet and income statement covering Borrowers’ operations during such periodaccounts payable, in a form reasonably acceptable to Bank Servicing Agent and certified by a Responsible Officer; (iib) as soon as available, but in any event within the indicated time framefifteen (15) days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and Form 10-K (within ninety including audited annual financial statements and an unqualified opinion (90except for a "going concern" exception) days of the end of each fiscal yearfrom Borrower's independent certified public accountants), l0-Q (including quarterly financial statements) and 8-K filed with the Securities and Exchange Commission; (ivc) as soon as available, but in any event within sixty (60) days of the last day of each fiscal quarter, Guarantor's quarterly financial statements; (d) as soon as available, but in any event within one hundred twenty (120) days of the last day of each fiscal year, audited annual financial statements of Guarantor and an unqualified opinion from Guarantor's independent certified public accountants; (e) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vif) such budgets, sales projectionsfinancial forecasts, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank Lenders may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a . Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank Servicing Agent with the monthly quarterly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Samples: Loan and Security Agreement (Integrated Packaging Assembly Corp)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: :
(i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar monthReconciliation Period, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower’s consolidated operations during such periodthe fiscal month ending on or near the last day of the Reconciliation Period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; Officer and in a form acceptable to Bank;
(ii) as soon as available, but in any event no later than thirty (30) days after the last day of each fiscal quarter, a company prepared consolidating balance sheet and income statement covering Borrower’s and its Subsidiaries’ operations during the fiscal quarter, and for the fourth fiscal quarter, covering Borrower’s and its Subsidiaries’ operations during the fiscal year, certified by a Responsible Officer;
(iii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank;
(iv) within five (5) days of filing, notice of and links to all reports on Form 10-K, 10-Q and 8-K filed with the indicated time frameSEC, and copies or links to public filings of all statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q Debt;
(within forty-five (45v) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; ;
(vi) as soon as available (and more frequently if updated), annual financial projections for the following fiscal year approved by Borrower’s Board of Directors, together with any related business forecasts used in the preparation of such annual financial plans and projections, and
(vii) budgets, sales projections, operating plans or other financial information generally prepared reasonably requested by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each monthReconciliation Period, Borrowers shall deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.B.
(c) As soon as possible Allow Bank to inspect the Collateral and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, audit and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each copy Borrower’s Accounts and appraise Collateral at Borrowers’ expense and Books, including, but not limited to, Borrower’s Accounts, upon reasonable notice to Borrower. Such inspections or audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve six (126) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2The foregoing inspections and audits shall be at Borrower’s expense, and Bank the charge therefor shall be entitled $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to rely reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.
(d) Upon Bank’s request, provide a written report on any Financed Receivable for which payment has not occurred by its due date and include the information contained reasons for the delay.
(e) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in form and detail acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, and an inventory report, each in form and detail acceptable to Bank, and a copy of the statement(s) for Borrower’s accounts maintained at Xxxxx Fargo Bank.
(g) Provide Bank prompt written notice of (i) any material change in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission composition of the unsigned electronic copy Intellectual Property, (ii) the certification registration of monthly financial statementsany Copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in the intellectual property reportIP Agreement, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature value of the Responsible OfficerIntellectual Property.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within thirty no later than forty-five (3045) days after the end last day of each calendar monthquarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Caliper’s consolidated (including each Borrower and any other Subsidiary of Caliper) operations during such period, in a form reasonably acceptable to Bank and the period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of Caliper’s fiscal year, Caliper’s audited consolidated (including each Borrower and any other Subsidiary of Caliper) financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in any event its reasonable discretion; (iii) within the indicated time framefive (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt and (iv) within five (5) days of filing, all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange CommissionCommission or a link thereto on Caliper’s or another website on the Internet; (ivv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand its Subsidiaries of One Million Dollars ($250,0001,000,000.00) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgetsannually, sales projectionsCaliper’s consolidated (including each Borrower and any other Subsidiary of Caliper) annual operating budget, operating plans or other financial information generally prepared by a Borrower in substantially as presented to the ordinary course of business as Bank may reasonably request from time to timeBoard; and (vii) within forty five as soon as available, but no later than fifteen (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (3015) days after the last day of each month, Borrowers shall deliver to Bank aged listings a monthly cash report; and (viii) other financial information reasonably requested by invoice date of accounts receivable and accounts payableBank.
(b) Within thirty (30) days after the last day of each monthmonth in which the Borrower’s Unrestricted Cash is less than Twenty Million Dollars ($20,000,000.00), Borrowers shall and Advances are outstanding or an Advance request has been made, deliver to Bank with the monthly financial statements, a Compliance duly completed Borrowing Base Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form Officer, with aged listings of Exhibit D heretoaccounts receivable (by invoice date).
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty Within forty-five (45) days after the closing datelast day of each quarter, provided that such deliver to Bank with the quarterly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Such audits will shall be conducted no more often than once every twelve (12) months unless a Default or an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Samples: Loan and Security Agreement (Caliper Life Sciences Inc)
Financial Statements, Reports, Certificates. Borrowers shall (a) Borrower will deliver the following to Bank: (i) as soon as available, but in any event within thirty (30) 5 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed filing with the Securities and Exchange CommissionCommission ("SEC"), its quarterly Form 10Q report; (ivii) promptly upon receipt of notice thereofwithin 5 days after filing with the Sec, its annual 10K report; (iii) a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 100,000 or more; (viv) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to timerequests; and (viiv) within forty five (45) 30 days after the end of each month, the monthly statement for its securities account at Xxxxxx Xxxxxxx XX Inc., including any replacement securities account if the Borrower's securities are moved to another broker. If Borrower has obtained any Advance under the Committed Revolving Line, Borrower will deliver to Bank as soon as available, but no later than 45 days after the last day of each fiscal quartermonth thereafter, a report signed company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the period certified by Borrowers, a Responsible Officer and in a form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(ab) Within thirty (30) In the event the outstanding Advances under the Committed Revolving Line exceed $500,000 or if Borrower has failed to comply with any terms or conditions of this Agreement or an Event of Default has occurred, then within 20 days after the last day of each month, Borrowers shall Borrower will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) , and within 45 days after the last day of each month, Borrowers shall Borrower will deliver to Bank an inventory report.
(c) Borrower will deliver to Bank with the Form 10-Q and Form 10-K reports and, when required hereunder, the monthly financial statements, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.D.
(cd) As soon as possible and in In the event the outstanding Advances under the Committed Revolving Line exceed $500,000 or if Borrower has failed to comply with any event within three (3) calendar days after becoming aware terms or conditions of the occurrence this Agreement or existence of an Event of Default hereunderhas occurred, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) will allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise 's Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such Borrower's expense. Such audits will be conducted no more often than every twelve (12) 12 months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis The inclusion of any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained raw material Inventory in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature is subject to a satisfactory audit of the Responsible Officerraw material Inventory by Bank.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers (a) Borrower shall deliver the following to Bank: (i) as soon as available, but in any event within no later than thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any if there are Advances outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within then no later than thirty (30) days after the last day of each month, Borrowers shall deliver a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank aged listings by invoice date of accounts receivable Bank; (ii) as soon as available, but no later than one hundred and accounts payable.
twenty (b) Within thirty (30120) days after the last day of each monthBorrower's fiscal year, Borrowers audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower's security holders and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) or more, in the aggregate; and (v) or other financial information reasonably requested by Bank.
(b) Borrower shall deliver to Bank with the monthly financial statements, a Compliance Borrowing Base Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
EXHIBIT B, with aged listings of accounts receivable (cby invoice date): (i) As soon as possible and in any event within three twenty-five (325) calendar days after becoming aware of the occurrence or existence last day of an Event of Default hereundereach month in which Advances were outstanding, a written statement of a Responsible Officer of Parent setting forth details and (ii) within twenty-five (25) days of the Event last day of Default, each quarter. and inserting in lieu thereof the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.following:
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers (a) Borrower shall deliver the following to Bank: (i) as soon as available, but in any event within thirty no later than twenty-five (3025) days after the end last day of each calendar month, a company prepared unaudited consolidated and consolidating balance sheet and unaudited income statement covering Borrowers’ Borrower's consolidated operations during such period, the period certified by a Responsible Officer and in a form reasonably acceptable to Bank and certified by a Responsible Officersuch financial statements shall not include notes and shall be subject to year-end and quarterly adjustments; (ii) on or before the earlier of: (A) forty-five (45) days after the last day of each quarter or (B) five (5) days after filing with the Securities and Exchange Commission, a copy of Borrower's Form 10-Q as filed with the Securities and Exchange Commission; (iii) on or before the earlier of: (A) one hundred twenty (120) days after the last day of Borrower's fiscal year or (B) five (5) days after filing with the Securities and Exchange Commission, a copy of Borrower's Form 10-K as filed with the Securities and Exchange Commission, together with an unqualified opinion on the financial statements from an independent certified public accounting firm; (iv) within five (5) days of filing with the Securities and Exchange Commission, a copy of Borrower's Form 8-K as filed with the Securities and Exchange Commission; (v) as soon as available, but in no later than forty-five (45) days after the end of Borrower's fiscal year (and upon any event revisions to same which are approved by Borrower's Board of Directors), a balance sheet, income statement and cash flow projections for the then current fiscal year; (vi) within the indicated time framefive (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower's security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange CommissionDebt; (ivvii) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) or more; and (vviii) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared reasonably requested by Bank.
(b) If Borrower's Tangible Net Worth as at the last day of a month is below the TNW Threshold, Borrower in the ordinary course of business as Bank may reasonably request from time shall deliver to time; and (vii) Bank, within forty twenty-five (4525) days of after the last day of each fiscal quartermonth thereafter in which Advances were requested by Borrower or Obligations under the Committed Revolving Line were outstanding, a report Borrowing Base Certificate signed by Borrowersa Responsible Officer in the form of EXHIBIT C, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect with aged listings of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreementaccounts receivable.
(ac) Within thirty twenty-five (3025) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers Borrower shall deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.EXHIBIT D.
(d) Allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise 's Collateral at Borrowers’ expense and Borrower's expense. Such audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver The Borrower shall provide the Bank with access to Bank on an electronic basis any certificates, reports or all its records and financial information required pursuant to this Section 6.2, and Bank so that the first such audit (the "Initial Audit") of Borrower's Accounts shall be entitled completed by Bank prior to rely on the information contained in initial Advance under the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerCommitted Revolving Line.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall a) Borrower will deliver the following to Bank: (i) at such times as outstanding Advances exist, as soon as available, but in any event within thirty (30) no later than 35 days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower's consolidated operations during such the period, in a form reasonably acceptable to Bank and certified by a Responsible OfficerOfficer acceptable to Bank; (ii) as soon as available, but in any event no later than 120 days after the last day of Borrower's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank; (iii) at such times as no outstanding Advances exist, within the indicated time frame5 days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower's security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 100,000 or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to timerequests; and (viivi) within forty five (45) days prompt notice of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s the composition of the Intellectual Property CollateralProperty, including but not limited to any subsequent ownership right of such Borrower in or to any TrademarkCopyright, Patent or Copyright Trademark not specified shown in Exhibits A, B, any intellectual property security agreement between Borrower and C Bank or knowledge of any an event that materially adversely affects the value of the Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this AgreementProperty.
(ab) Within thirty (30) At such times as outstanding Advances exist and prior to the initial Advance, within 25 days after the last day of each month, Borrowers shall Borrower will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings by invoice date of accounts receivable and accounts payable.
(bc) Within thirty (30) days after the last day of each month, Borrowers shall Borrower will deliver to Bank with the monthly financial statements, statements and with the quarterly 10-Q report a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.D.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a has the right from time to time hereafter to audit each Borrower’s Accounts and appraise 's Collateral at Borrowers’ Borrower's expense and shall conduct at such an audit no later than forty five (45) days after times as outstanding Advances exist, but the closing date, provided that such audits will be conducted no more often than annually (or every twelve (126 months if the aggregate outstanding Advances exceed 25% of the Committed Revolving Line) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within no later than thirty (30) days after the last day of each month, Borrowers shall deliver a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty (150) days after the last day of Borrower's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank aged listings in its reasonable discretion; (iii) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower's or another website on the Internet; (iv) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Thousand Dollars ($100,000) or more; and (v) other financial information reasonably requested by invoice date of accounts receivable and accounts payableBank.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days after the last day of each month, deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of calculations showing compliance with the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect theretofinancial covenants set forth in this Agreement.
(d) Allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral 's collateral at Borrowers’ expense and Borrower's expense. Such audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve six (126) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2The foregoing inspections and audits shall be at Borrower's expense, and Bank the charge therefor shall be entitled to rely on the information contained in the electronic files$750 per person per day, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officerplus reasonable out-of-pocket expenses.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall Borrower will deliver the following to Bank: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, a company Borrower prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower's consolidated operations during such the period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) beginning with fiscal year 2001, as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q no later than one hundred twenty (within forty-five (45120) days of after the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each Borrower's fiscal year) filed , audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the Securities and Exchange Commissionfinancial statements from an independent certified public accounting firm acceptable to Bank; (iviii) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) or more; and (viv) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) requests. Within thirty (30) days after the last day of each month, Borrowers shall Borrower will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of EXHIBIT C, with aged listings by invoice date of accounts receivable and accounts payable.
(b) receivable. Within thirty (30) days after the last day of each month, Borrowers shall Borrower will deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of EXHIBIT D. Bank has the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s 's Accounts and appraise Collateral at Borrowers’ Borrower's expense and shall conduct such an audit no later than forty five (45) days after not to exceed $5,000 per audit, but the closing date, provided that such audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Samples: Loan and Security Agreement (Synchronoss Technologies Inc)
Financial Statements, Reports, Certificates. Borrowers Borrower shall deliver the following to Bank: i(a) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower's consolidated operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iib) as soon as available, but in any event within 90 days after the indicated time frameend of Borrower's fiscal year commencing December 31, 2001, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (c) if applicable, copies of all statements, reports and notices sent or made available generally by Borrowers Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) K and 10-K (within ninety (90) days of the end of each fiscal year) Q filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 100,000 or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vie) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time, including the minutes from Borrower's board of directors; and (viif) within forty five (45) 30 days of the last day of each fiscal quarter, a report signed by BorrowersBorrower, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s 's Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any the Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) 30 days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers Borrower shall deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(cb) As soon as possible Within 20 days after the last day of each month, and in any event within three (3) calendar days after becoming aware addition, in connection with each request of the occurrence or existence of an Event of Default hereundera Borrowing Base Advance, Borrower shall deliver to Bank a written statement of Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Parent setting forth details Exhibit E hereto, together with aged listings of the Event of Default, accounts receivable and the action which the relevant Borrower has taken or proposes to take with respect theretoaccounts payable.
(dc) Bank shall have a right from time to time hereafter to audit each Borrower’s 's Accounts and appraise Collateral during normal business hours at Borrowers’ expense Borrower's expense.
(d) Borrower shall immediately provide Bank with a detailed schedule of all equipment purchases and associated expenses in connection with each Equipment Advance.
(e) On the fifth (5th) and twentieth (20th) day of every month, Borrower shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificatesa cash flow report, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered signed by a Responsible Officer. If Borrowers , in form reasonably acceptable to Bank, which cash flow report shall include 3 weeks trailing (actual) cash flow and 6 weeks forward (projected) cash flow.
(f) On or before November 30, 2002, Borrower shall deliver this information electronically, it shall also deliver the Plan Projections to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerBank.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers Borrower shall deliver the following to Bank: i:
(a) within forty five (45) days after the end of each calendar quarter, aged listings of accounts receivable and accounts payable;
(b) as soon as available, but in any event within forty five (45) days after the end of each calendar quarter, a Borrower prepared consolidated balance sheet, income, and cash flow statement covering Borrower’s consolidated operations during such month, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank along with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto;
(c) as soon as available, but in any event within five (5) days after the filing thereof, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission;
(d) as soon as available, but in any event within thirty (30) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such periodcopies of all bank statements with respect to any depository, in a form reasonably acceptable to Bank and certified by a Responsible Officer; operating or investment accounts not maintained at Bank;
(iie) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q Debt;
(within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (ivf) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; , or any commercial tort claim (vas defined in the Code) promptly upon receipt, each management letter prepared acquired by a Borrower;
(g) as soon as provided to Borrower’s independent certified public accounting firm regarding such board of directors, but in any event no later than sixty (60) days after the beginning of each fiscal year of Borrower’s management control systems; ’s, annual operating projections (viincluding income statements, balance sheets and cash flow statements presented in a monthly format) for the upcoming fiscal year, in form and substance reasonably satisfactory to Bank, and
(h) such other budgets, sales projections, operating plans or plans, other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Samples: Loan and Security Agreement (Quicklogic Corporation)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-no later than five (455) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed Business Days after filing with the Securities and Exchange Commission, the Borrower’s 10K, 10Q, and 8K reports; (ivii) promptly upon receipt a Compliance Certificate together with delivery of notice thereof, the 10K and 10Q reports; (iii) a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 500,000 or more; and (viv) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by Bank reasonably requests. Borrower’s 10K, 10Q, and 8K reports required to be delivered pursuant to Section 6.2(a)(i) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website on the Internet; provided, that Borrower in the ordinary course of business as shall provide paper copies to Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed Compliance Certificates required by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payableSection 6.2(a)(ii).
(b) Within thirty (30) days after the last day of each monthof the first two (2) months of each calendar quarter, Borrowers shall deliver to Bank Borrower-prepared monthly unaudited financial statements together with the monthly financial statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in substantially the form of Exhibit D heretothis Agreement.
(c) As soon as possible and in At any event time Advances are outstanding, within three twenty (320) calendar days after becoming aware the last day of the occurrence or existence of an Event of Default hereundereach month, deliver to Bank a written statement of duly completed Borrowing Base Certificate signed by a Responsible Officer Officer, with aged listings of Parent setting forth details of the Event of Default, accounts receivable and the action which the relevant Borrower has taken or proposes to take with respect theretoaccounts payable (by invoice date).
(d) Allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and Borrower’s expense, up to a maximum of $850 per day, per person, excluding out of pocket expenses. Such audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve (12) 12 months unless a Default or an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Samples: Loan and Security Agreement (Ista Pharmaceuticals Inc)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to BankAgent: (i) as soon as available, but in any event within thirty no later than forty-five (3045) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and sheet, income statement and cash flow statement covering Borrowers’ Borrower’s consolidated operations during for such period, in a form reasonably acceptable to Bank and month certified by a Responsible OfficerOfficer and in a form acceptable to Agent; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q no later than one hundred twenty (within forty-five (45120) days after the last day of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each Borrower’s fiscal year) filed , audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s financial statements from an independent certified public accounting firm regarding such acceptable to Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s management control systems; (vi) such budgetsBoard of Directors, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within no later than thirty (30) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Act (Ontario), as amended, the Securities Exchange Act of 1934, as amended, or any other securities legislation, within five (5) days of filing, all material reports and filings (including, but not limited to, on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission) or a link thereto on Borrower’s or another website on the Internet; (vi) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more or could result in a Material Adverse Change; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Agent; provided that, notwithstanding the foregoing, until September 30, 2012, Borrower shall be permitted to deliver the financial statements described in subpart (i) above as of the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date quarter so long as Borrower delivers company prepared consolidated statements of accounts receivable total revenue and accounts payable.
consolidated cash balance for each month within forty-five (b) Within thirty (3045) days after the last day of each month, Borrowers shall deliver to Bank beginning with the monthly financial statementsmonth ending April 30, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto2012.
(cb) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty Within forty-five (45) days after the closing datelast day of each month, provided that deliver to Agent with the monthly financial statements described above, a duly completed Compliance Certificate signed by a Responsible Officer.
(c) Keep proper books of record and account in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall allow, at the sole cost of Borrower during normal business hours and upon reasonable notice (except in Exigent Circumstances), Agent and Lenders to visit and inspect any of its properties, to examine and make abstracts or copies from any of Borrower’s Books, to conduct a collateral audit and analysis of its operations and the Collateral to verify the amount and age of the accounts, the identity and credit of the respective account debtors, to review the billing practices of Borrower and to discuss its respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired. Notwithstanding the foregoing, such audits will shall be conducted at Borrower’s expense no more often than once every twelve six (126) months unless an a Default or Event of Default has occurred and is continuing. Borrowers may .
(d) Within twenty (20) days of (i) acquiring and/or developing any new Intellectual Property, or (ii) entering or becoming bound by any additional license or sublicense agreement or other agreement with respect to rights in Intellectual Property (other than over-the-counter software that is commercially available to the public), deliver to Bank on Agent an electronic basis any certificates, reports or information required pursuant to this Section 6.2updated Schedule 5.2(d) reflecting same, and Bank upon any other material change in Borrower’s Material Intellectual Property from that listed on Schedule 5.2(d). Borrower shall use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all licenses or agreements to be entitled deemed “Collateral” and for Agent to rely on have a security interest in it that might otherwise be restricted or prohibited by Law or by the information contained terms of any such license or agreement, whether now existing or entered into in the electronic filesfuture, provided that Bank and (y) Agent to have the ability in good faith believes that the files were delivered event of a liquidation of any Collateral to dispose of such Collateral in accordance with Agent’s rights and remedies under this Agreement and the other Loan Documents.
(e) If, after the Closing Date, Borrower determines to manufacture, sell, develop, test or market any new Product, Borrower shall give prior written notice to Agent of such determination (which shall include a brief description of such Product, plus a list of all Required Permits relating to such new Product (and a copy of such Required Permits if requested by a Responsible Officer. If Borrowers deliver this information electronicallyAgent) and/or Borrower’s manufacture, it shall also deliver to Bank by U.S. Mailsale, reputable overnight courier servicedevelopment, hand delivery, facsimile testing or .pdf file within five (5) Business Days of submission marketing thereof issued or outstanding as of the unsigned electronic date of such notice), along with a copy of an updated Schedule 5.11; provided, however, that if Borrower shall at any time obtain any new or additional Required Permits from the certification of monthly financial statementsFDA, the intellectual property reportDEA, the Borrowing Base Certificate and the Compliance CertificateHealth Canada or parallel state, each bearing the physical signature provincial, territorial or local authorities, or foreign counterparts of the Responsible OfficerFDA, DEA, Health Canada or parallel state, provincial, territorial or local authorities, with respect to any Product which has previously been disclosed to Agent, Borrower shall promptly give written notice to Agent of such new or additional Required Permits (along with a copy thereof if requested by Agent).
Appears in 1 contract
Samples: Loan and Security Agreement (Tribute Pharmaceuticals Canada Inc.)
Financial Statements, Reports, Certificates. (a) Borrowers shall deliver provide Lenders with the following following:
(i) within two (2) Business Days after the end of each week, a reconciliation, in form and substance consistent with Borrowers’ practices prior to Bank: ithe Petition Date, or as otherwise acceptable to the Lenders in their reasonable discretion, and substantially consistent with the Budget, of the actual cash receipts and disbursements of the Borrowers and existing Credit Extensions under this Agreement for such week to the budgeted line item amounts set forth in the Budget for such week;
(ii) within fifteen (15) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, deferred revenue report and general ledger;
(iii) within two (2) Business Days after the end of each week, the management weekly operational report (evidencing weekly circuit connects and disconnect] for such week;
(iv) as soon as available, but and in any event within thirty (30) days after the end of each calendar month, a company prepared monthly unaudited financial statements (including, without limitation, projections, forecasts and consolidated balance sheets, statements of income and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; of cash flows);
(iiv) as soon as available, but and in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day end of each monthquarter, Borrowers shall deliver to Bank aged listings by invoice date quarterly unaudited financial statements (including, without limitation, projections, forecasts and consolidated balance sheets, statements of accounts receivable income and accounts payable.statement of cash flows);
(bvi) Within within thirty (30) days after the last day end of each month a monthly Compliance Certificate signed by a Responsible Officer, (A) setting forth a schedule of all checks and disbursements and (B) certifying that as of the end of such month, Borrowers were in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Lenders shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;
(vii) within twenty (20) days after the end of each month, an analysis of all capital expenditures for such month;
(viii) prompt written notice of significant changes to material contracts with customers, suppliers, contractors, utility providers, governmental authorities, merchant builders and any material contract (including lot, unit and parcel purchasers), including new material contracts and contract renewals or cancellation or reduction of any existing customer agreements;
(ix) within thirty (30) days prior to the end of each fiscal year of Borrowers, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrowers, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrowers’ board of directors, together with any related business forecasts used in the preparation of such annual financial projections;
(x) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrowers’ fiscal year, annual financial statements certified by an independent certified public accountants reasonably acceptable to Lenders;
(xi) on an as-requested basis, all other information reasonably requested by the Lenders.
(b) In the event that Borrowers shall deliver are or become subject to Bank the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the monthly financial statements, Securities and Exchange Commission or a Compliance Certificate certified as of link thereto on Borrowers’ or another website on the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D heretoInternet.
(c) As soon as possible and Prompt written notice of (i) any material change in any event within three (3) calendar days after becoming aware the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrowers in or to any copyright, patent or trademark not previously disclosed to Lenders, (iii) the occurrence of any Default or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of and the action(s) the Borrowers proposes to take to remedy such Default or Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(div) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such knowledge of an audit no later than forty five (45) days after event that materially adversely affects the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission value of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerIntellectual Property.
Appears in 1 contract
Samples: Debtor in Possession Loan and Security Agreement (Capital Growth Systems Inc /Fl/)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar monthReconciliation Period, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower’s and its Subsidiaries consolidated and consolidating operations during such period, in a form reasonably acceptable to Bank and the period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but in any event no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) within the indicated time framefive (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) 8‑K filed with the Securities and Exchange CommissionSEC; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Three Hundred Fifty Thousand Dollars ($250,000350,000.00) or more; (v) promptly upon receiptas soon as available, each management letter prepared by a but no later than thirty (30) days after the last day of Borrower’s independent certified public accounting firm regarding such fiscal year, and contemporaneously with any updates or amendments thereto, annual financial projections approved by Borrower’s management control systemsboard of directors, together with any related business forecasts used in the preparation of such annual financial plans and projections; and (vivii) such budgets, sales projections, operating plans or other financial information generally prepared reasonably requested by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each monthReconciliation Period, Borrowers shall deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.B.
(c) As soon as possible Allow Bank to inspect the Collateral and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, audit and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each copy Borrower’s Accounts and appraise Collateral at Borrowers’ expense and Books, including, but not limited to, Borrower’s Accounts, upon reasonable notice to Borrower. Such inspections or audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to In addition, so long as no Event of Default has occurred, Bank on an electronic basis any certificates, reports agrees that it shall not conduct the first such inspection or information required pursuant to this Section 6.2audit until after Borrower makes its first annual 10-K filing after the Effective Date. The foregoing inspections and audits shall be at Borrower’s expense, and Bank the charge therefor shall be entitled (i) on or prior to rely the date that is two (2) years from the Effective Date, Eight Hundred Fifty Dollars ($850.00) per person per day, plus reasonable out-of-pocket expenses, and (ii) after the date that is two (2) years from the Effective Date, One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.
(d) Upon Bank’s request, provide a written report on any Financed Receivable, where payment of such Financed Receivable does not occur by its due date and include the information contained reasons for the delay.
(e) Provide Bank with, (i) as soon as available, but no later than thirty (30) days following each Reconciliation Period, and (ii) together with each request for an Advance, an aged listing of accounts receivable and accounts payable by invoice date, in the electronic filesform and detail acceptable to Bank.
(f) Provide Bank with, provided that as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form and detail acceptable to Bank.
(g) Immediately upon Borrower becoming Streamline Facility Eligible, and thereafter until Borrower is no longer Streamline Facility Eligible, provide Bank in good faith believes that the files were delivered with (i) as soon as available, but no later than thirty (30) days following each Reconciliation Period, (ii) together with each request for an Advance based upon Aggregate Eligible Accounts, and (iii) as required by Section 2.1.1(i), a duly completed Borrowing Base Certificate signed by a Responsible Officer. If Borrowers deliver this information electronically.
(h) Immediately upon Borrower ceasing to be Streamline Facility Eligible, it shall also deliver provide Bank with a current aging of Accounts in form and detail acceptable to Bank by U.S. Mailand, reputable overnight courier serviceto the extent not previously delivered to Bank, hand deliverya copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account.
(i) Provide Bank prompt written notice of (i) any material change in the composition of the Intellectual Property, facsimile (ii) the registration of any Copyright, including any subsequent ownership right of Borrower in or .pdf file to any Copyright, Patent or Trademark not shown in the IP Agreement, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property.
(j) Provide Bank with, within five one (51) Business Days Day of submission filing, a copy of the unsigned electronic copy the certification any certificate of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature amendment or equivalent document filed with Borrower’s or any Subsidiary’s jurisdiction of the Responsible Officerformation in connection with any Excepted Name Change.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall (a) Borrower will deliver the following to Bank: (i) as soon as available, but in any event within thirty (30) no later than 30 days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower's consolidated operations during such the period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event no later than 90 days after the end of Borrower's fiscal year, audited, consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank; (iii) within the indicated time frame5 days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower's security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) 8_K filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that in which an adverse result could reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 100,000 or more; and (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreementrequests.
(ab) Within thirty (30) 20 days after the last day of each month, Borrowers shall Borrower will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of EXHIBIT C, with aged listings by invoice date of accounts receivable and accounts payablepayable (by invoice date).
(bc) Within thirty (30) By December 5, 2002 and, thereafter, within 30 days after the last day of each month, Borrowers shall and within 90 days after the end of each of Borrower's fiscal years, Borrower will deliver to Bank with the monthly or annual financial statements, statements (as the case may be) a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.EXHIBIT D.
(cd) As soon as possible Borrower will allow Bank to audit Borrower's Accounts at Borrower's expense, provided, however, Borrower's obligation to pay or reimburse Bank for audit fees and in any event within three (3) calendar days after becoming aware of the occurrence or existence of expenses shall be limited to $2,000 for each audit, except that said limitation shall not apply if an Event of Default hereunderor an event which, a written statement with notice or passage of a Responsible Officer of Parent setting forth details of the time or both would constitute an Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts occurred and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such be continuing. Such audits will be conducted no more often than once every twelve (12) 6 months unless an Event of Default has occurred and is continuing. Borrowers may deliver .
(e) On or before December 31, 2002, Borrower shall furnish Bank a copy of Borrower's financial plan for 2003, which plan shall have been approved by Borrower's board of directors and which plan must be acceptable to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officerall aspects.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within no later than thirty (30) days after the last day of each month, Borrowers shall deliver a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred and twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank aged listings in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt (iv) within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the Internet; (v) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Thousand Dollars ($100,000) or more; and (vi) budgets, sales projections, operating plans and other financial information reasonably requested by invoice date of accounts receivable and accounts payableBank.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in substantially this Agreement, and, in the form event that any information in the Perfection Certificate relating to the matters set forth in Section 7.2 hereof shall no longer be accurate, a notice setting forth an update to such information (in which event, upon the receipt by Bank of Exhibit D heretosuch notice, the Perfection Certificate shall be deemed updated to reflect the information contained in such notice).
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty Within forty-five (45) days after the closing dateend of each fiscal year, provided that annual financial budget for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial budget as reasonably requested by Bank.
(d) Allow Bank to audit Borrower’s Collateral (and Borrower agrees to reimburse Bank for its reasonable documented expenses (including bank’s customary per diem charges) incurred in any such audit). Such audits will shall be conducted no more often than once in every twelve (12) months 12 months, unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall continuing (in which case there will be entitled to rely no limit on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days number of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officersuch audits).
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower's consolidated operations during such period, in a form reasonably acceptable to Bank and the period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in any event its reasonable discretion; (iii) within the indicated time framefive (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower's security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower's or another website on the Internet; (ivv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or or, to Borrower's knowledge, threatened against a Borrower or any Subsidiary of its Subsidiaries that could would reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000250,000.00) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; and (vi) such budgets, sales projections, operating plans or and other financial information generally prepared reasonably requested by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and Bank.
(viib) within forty five Within twenty (4530) days of after the last day of each fiscal quartermonth, deliver to Bank a report duly completed Borrowing Base Certificate signed by Borrowersa Responsible Officer, in form reasonably acceptable to Bank, listing any applications or registrations that with (i) aged listings of accounts receivable and accounts payable (by invoice date) and a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, Bdeferred revenue report, and C (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of any Intellectual Property Security Agreement delivered to cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank by such Borrower in connection with this Agreementits good faith business judgment.
(ac) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of calculations showing compliance with the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect theretofinancial covenants set forth in this Agreement.
(d) Allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise 's Collateral at Borrowers’ expense and Borrower's expense. Such audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve (12) months unless a Default or an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower’s and each of its Subsidiary’s operations during for such period, in a form reasonably acceptable to Bank and month certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty (150) days after the last day of Borrower’s fiscal year (on or before August 15, 2009 with respect Borrower’s fiscal year ending December 31, 2007 and on or before September 30, 2009 with respect Borrower’s fiscal year ending December 31, 2008), audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in any event its reasonable discretion; (iii) within the indicated time framefive (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to a Borrower or any Subsidiary of Two its Subsidiaries of One Hundred Fifty Thousand Dollars ($250,000150,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in prompt notice of an event that materially and adversely affects the ordinary course value of business as Bank may reasonably request from time to timethe intellectual property; and (vii) annually, within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each monthBorrower’s fiscal year end, Borrowers shall deliver to Bank aged listings Board approved projections; and (viii) other financial information reasonably requested by invoice date of accounts receivable and accounts payableBank.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with (i) aged listings of accounts receivable and accounts payable (by invoice date) and (ii) deferred revenue report.
(c) Within thirty (30) days after the last day of each month, deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of calculations showing compliance with the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect theretofinancial covenants set forth in this Agreement.
(d) Allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and Borrower’s expense. Such audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Samples: Loan and Security Agreement (Trustwave Holdings, Inc.)
Financial Statements, Reports, Certificates. Borrowers (a) Each Credit Party shall deliver the following to BankAgent and each Lender: (i) as soon as available, but in any event within thirty no later than (30x) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of after the last day of each fiscal quarterof March, a report signed by BorrowersJune, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks September and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, BDecember, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(ay) Within thirty (30) days after the last day of each other month, Borrowers shall deliver a company prepared consolidated (and upon Agent’s reasonable request, consolidating) balance sheet, income statement and cash flow statement covering such Credit Party’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank aged listings by invoice date Agent and each Lender; (ii) as soon as available, but no later than ninety (90) days after the last day of accounts receivable a Credit Party’s fiscal year, audited consolidated (and accounts payable.upon Agent’s reasonable request, consolidating) financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a going
(b) Within (x) forty-five (45) days after the last day of each of March, June, September and December, and (y) thirty (30) days after the last day of each other month, Borrowers Borrower shall deliver to Bank Agent and each Lender with the monthly financial statementsstatements described above, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially Officer. The Compliance Certificate shall include, without limitation, (i) a statement and report, on a form approved by Agent, detailing Borrower’s calculations of compliance with Article 9 (to the form extent applicable), (ii) the monthly cash and Cash Equivalents of Exhibit D heretoBorrower and Borrower and its consolidated Subsidiaries and, if requested by Agent, bank statements and (iii) if reasonably requested by Agent, back-up documentation (including, without limitation, invoices, receipts and other evidence of costs incurred during such quarter as Agent shall reasonably require) evidencing the propriety of the calculations.
(c) As soon as possible Borrower shall cause each Credit Party to keep proper books of record and account in any event within accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Upon at least three (3) calendar days after becoming aware of the occurrence Business Days prior written notice and during normal business hours (which such limitations shall not apply if a Default or existence of an Event of Default hereunderhas occurred and is continuing), a written statement Borrower shall allow, and cause each Credit Party to allow, Agent and the Lenders to visit and inspect any properties of a Responsible Officer Credit Party, to examine and make abstracts or copies from any Credit Party’s books, to conduct a collateral audit and analysis of Parent setting forth details its operations and the Collateral to verify the amount and age of the Event accounts, the identity and credit of Defaultthe respective account debtors, to review the billing practices of the Credit Party and the action which the relevant Borrower has taken or proposes to take discuss its respective affairs, finances and accounts with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts their respective officers, employees and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months independent public accountants once per fiscal year unless an Event of Default has occurred and is continuing. Borrowers may Borrower shall reimburse Agent and each Lender for all reasonable costs and expenses associated with such visits and inspections; provided, however, that Borrower shall be required to reimburse Agent and each Lender for such costs and expenses for no more than one (1) such visits and inspections per twelve (12) month period unless an Event of Default has occurred and is continuing at the time such an inspection or visit occurs.
(d) Borrower shall, and shall cause each Credit Party to, deliver to Bank Agent and each Lender, within ten (10) Business Days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority that could reasonably be expected to have a material adverse effect on an electronic basis any certificates, reports of the Required Permits material to Borrower’s business or information required pursuant to this Section 6.2otherwise on the operations of Borrower or any of its Subsidiaries.
(e) Borrower shall, and Bank shall be entitled to rely on the information contained cause each Credit Party to, promptly, but in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file any event within five (5) Business Days Days, after any Responsible Officer of submission any Borrower obtains knowledge of the unsigned electronic copy occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the certification aggregate, a Material Adverse Change, a certificate of monthly financial statementsa Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto.
(f) Borrower shall, and shall cause each Credit Party to, promptly after the request by any Lender, provide all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerUSA PATRIOT Act.
Appears in 1 contract
Samples: Credit and Security Agreement (Rigel Pharmaceuticals Inc)
Financial Statements, Reports, Certificates. Borrowers (a) Borrower shall deliver the following to BankAgent: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower’s consolidated operations during such period, in a form reasonably acceptable to Bank and the period certified by a Responsible OfficerOfficer and in a form acceptable to Agent; (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year , audited consolidated financial statements of Borrower prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Agent (provided, however, Borrower may deliver its FYE 2004 financial statements to Agent on or before December 31, 2005); (iii) in any the event that Borrower’s stock becomes publicly held, within five (5) Business Days after filing but no later than fifty (50) days after the indicated time framerelevant reporting period, Borrower shall provide to Agent copies of or electronic notice of links to all statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding Board approved financial projections within thirty (30) days after such Borrower’s management control systemsapproval; and (vi) such budgets, sales projections, operating plans or other financial information generally prepared reasonably requested by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payableAgent.
(b) Within thirty (30) days after the last day of each month, Borrowers Borrower shall deliver to Bank Agent with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.C.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers (a) Borrower shall deliver the following to Bank: (i) as soon as available, but in any event within thirty no later than:(A) twenty five (3025) days after the end last day of the first two months of each calendar monthfiscal quarter, and (B) forty five (45) days after the last day of the third month of each fiscal quarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower's consolidated operations during such period, in a form reasonably acceptable to Bank and the period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but no later than forty five (45) days after the last day of each fiscal quarter, a company prepared consolidating balance sheet and income statement covering Borrower's, and all of Borrower's Subsidiaries', consolidated operations during the period certified by a Responsible Officer and in any event a form acceptable to Bank; (iii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iv) within the indicated time framefive (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower's security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (ivv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; and (vi) such budgets, sales projections, operating plans or other financial information generally prepared reasonably requested by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(ab) Within thirty twenty five (3025) days after the last day of each month, Borrowers Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of EXHIBIT C, with aged listings by invoice date of accounts receivable and accounts payable(by invoice date).
(bc) Within thirty (30i) twenty five (25) days after the last day of the first two months of each monthfiscal quarter, Borrowers and (ii) forty five (45) days after the last day of the third month of each fiscal quarter, Borrower shall deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.EXHIBIT D.
(d) Allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise 's Collateral at Borrowers’ expense and Borrower's expense. Such audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver The Borrower shall provide the Bank with access to Bank on an electronic basis any certificates, reports or all its records and financial information required pursuant to this Section 6.2, and Bank so that the next such audit (the "Initial Audit") of Borrower's Collateral shall be entitled completed by Bank prior to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver initial Credit Extension under this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerAgreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Onesource Information Services Inc)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: i(1) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar monthReconciliation Period, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower’s consolidated operations during such period, the period certified by a Responsible Officer and in a form reasonably acceptable to Bank and certified by a Responsible OfficerBank; (ii2) as soon as available, but in any event within the indicated time framefive (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange CommissionSEC; (iv3) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) or more; (v4) promptly upon receiptas soon as available, each management letter prepared but no later than seven (7) days after approval by a Borrower’s independent certified public accounting firm regarding such Board of Directors, annual financial projections for the following fiscal year approved by Borrower’s management control systemsBoard of Directors, together with any related business forecasts used in the preparation of such annual financial plans and projections; and (vi5) such budgets, sales projections, operating plans or other financial information generally prepared reasonably requested by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each monthReconciliation Period, Borrowers shall deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.B.
(c) As soon as possible Allow Bank to inspect the Collateral and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, audit and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each copy Borrower’s Accounts Books, including, but not limited to, Borrower’s Accounts, prior to the initial Advance and appraise Collateral at Borrowers’ expense and upon reasonable notice to Borrower. Such inspections or audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2The foregoing inspections and audits shall be at Borrower’s expense, and Bank the charge therefor shall be entitled Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to rely reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.
(d) Upon Bank’s request, provide a written report on any Financed Receivable, where payment of such Financed Receivable does not occur by its due date and include the information contained reasons for the delay.
(e) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in form and detail acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, if applicable, and a distributor sell-through report, in form and detail acceptable to Bank.
(g) Provide Bank prompt written notice of (i) any material change in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission composition of the unsigned electronic copy Intellectual Property, (ii) the certification registration of monthly financial statementsany Copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in the intellectual property reportIP Agreement, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature value of the Responsible OfficerIntellectual Property.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall (a) Company will deliver the following to Bank: (i) at any times that the aggregate of Borrowers’ outstanding Obligations averages in excess of $500,000 during any calendar month, Company will deliver to Bank as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar such month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Company’s consolidated operations during such period, in a form reasonably acceptable to Bank and the period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-no later than forty five (45) days after the last day of the end first, second and third quarters, respectively, of each fiscal quarter) and year, the Company’s 10-K Q filings for such fiscal quarter, covering Company’s consolidated operations during the period certified by a Responsible Officer of Company; (within iii) as soon as available, but no later than ninety (90) days after the last day of the end of each Company’s fiscal year) filed with , the Securities and Exchange CommissionCompany’s 10-K filing; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a any Borrower or any Subsidiary that could result in damages or costs to a any Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 500,000 or more; (v) promptly upon receipt, each management letter prepared by a notify Bank of any material changes to any Borrower’s independent certified public accounting firm regarding such Borrower’s management control systemsbusiness plan and/or financial projections; and (vi) such budgets, sales projections, operating plans or other financial information generally prepared Bank reasonably requests. Bank agrees that information received by a Borrower Bank pursuant to this Section will be kept confidential in the ordinary course accordance with Section 12.8 of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(ab) Within So long as any Obligations are outstanding, within thirty (30) days after the last day of each month, Borrowers shall Company will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer of Company in the form of Exhibit C, with aged listings by invoice date of accounts receivable and accounts payablereceivable.
(bc) Within So long as any Obligations are outstanding, within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing datelast day of each fiscal quarter, provided that such Company will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer of Company in the form of Exhibit D.
(d) Allow Bank to audit Borrowers’ Collateral at Borrower’s expense. Such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate continuing and the Compliance Certificate, each bearing the physical signature of the Responsible Officerexpenses associated with such audits will be Bank’s reasonable and customary expenses.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers (a) Borrower shall deliver the following to BankAgent: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower’s consolidated operations during such period, in a form reasonably acceptable to Bank and the period certified by a Responsible OfficerOfficer and in a form acceptable to Agent; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Agent; (iii) annual financial projections approved by Borrower’s Board of Directors consistent in any form and detail with those provided to Borrower’s venture capital investors as soon as available, but no later than thirty (30) days after Board approval; (iv) in the event that the Borrower’s stock becomes publicly held, upon request by Agent (a) within the indicated time framefive (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission, and (b) budgets, sales projections, operating plans or other financial information reasonably requested by Agent; and (ivv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of Upon an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter allow Agent to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and Borrower’s expense. Such audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall (a) Borrower will deliver the following to Bank: (i) as soon as available, but in any event within thirty (30) no later than 120 days after the end last day of each calendar monthBorrower’s fiscal year, a company audited consolidated financial statements prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such periodunder GAAP, in a form consistently applied, together with an opinion which is unqualified or otherwise consented to by Bank on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank and certified by a Responsible Officer(if such financial statements are not available in XXXXX); (ii) as soon as available, but in any event within the indicated time frame5 days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange CommissionCommission (if such reports are not available on XXXXX); (iviii) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 2,500,000 or more; (iv) as soon as available but no later than 45 days after the end of each fiscal year Borrower’s financial projections for the upcoming year, approved by Borrower’s Board of Directors; and (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreementrequests.
(ab) Within thirty (30) 45 days after the last day of each month, Borrowers shall Borrower will deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.B.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of Bank has the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after Collateral, but the closing date, provided that such audits will be conducted no more often than once every twelve (12) months calendar year unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to BankAgent: (i) as soon as available, but in any event within thirty no later than forty (3040) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and sheet, income statement and cash flow statement covering Borrowers’ Borrower’s consolidated operations during for such period, in a form reasonably acceptable to Bank and month certified by a Responsible OfficerOfficer and in a form acceptable to Agent; (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in any event its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than forty (40) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within the indicated time framefive (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrowers to its all of Borrower’s security holders or to any holders of Subordinated Debt and Debt; (v) all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission, which are posted on Borrower’s website at wxx.xxxxxxxx.xxx and the SEC’s website at wxx.xxx.xxx (such access being sufficient for delivery of such reports); (ivvi)
(A) promptly upon receipt of notice thereofa prompt report or (B) a link giving Bank access to an SEC filing, contemporaneously with such filing, providing a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to a Borrower or any Subsidiary of Two its Subsidiaries of One Hundred Fifty Thousand Dollars ($250,000100,000) or moremore or could result in a Material Adverse Change; and (vvii) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or and other financial information generally prepared reasonably requested by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this AgreementAgent.
(ab) Within thirty forty (3040) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank Agent with the monthly financial statementsstatements described above, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D heretoOfficer.
(c) As soon as possible Keep proper books of record and account in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall allow, at the sole cost of Borrower, Agent and Lenders to visit and inspect any event within three (3) calendar days after becoming aware of its properties, to examine and make abstracts or copies from any of Borrower’s books and records, to conduct a collateral audit and analysis of its operations and the Collateral to verify the amount and age of the occurrence or existence of an Event of Default hereunderaccounts, a written statement of a Responsible Officer of Parent setting forth details the identity and credit of the Event respective account debtors, to review the billing practices of DefaultBorrower and to discuss its respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired. Notwithstanding the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank foregoing, such audits shall have a right from time to time hereafter to audit each be conducted at Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve six (126) months unless an a Default or Event of Default has occurred and is continuing. Borrowers may .
(d) Within thirty (30) days of (i) acquiring and/or developing any new Material Intellectual Property, or (ii) entering or becoming bound by any additional material license agreement (other than over-the-counter software that is commercially available to the public), deliver to Bank on Agent an electronic basis any certificates, reports or information required pursuant to this Section 6.2updated Schedule 5.2(d) reflecting same, and Bank upon any other material change in Borrower’s Material Intellectual Property from that listed on Schedule 5.2(d). Borrower shall take such steps as Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all licenses or agreements to be entitled deemed “Collateral” and for Agent to rely on have a security interest in it that might otherwise be restricted or prohibited by Law or by the information contained terms of any such license or agreement, whether now existing or entered into in the electronic filesfuture, provided and (y) Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Agent’s rights and remedies under this Agreement and the other Loan Documents.
(e) If, after the Closing Date, Borrower determines to manufacture, sell, develop, test or market any new Product, other than new Products that Bank are derivatives of current Products, Borrower shall give prior written notice to Agent of such determination (which notice may be in good faith believes that the files were delivered form of a press release attached to an 8-K filing and shall include a brief description of such Product), plus upon request, a list of all Required Permits relating to such new Product (and a copy of such Required Permits if requested by a Responsible Officer. If Borrowers deliver this information electronicallyAgent) and/or Borrower’s manufacture, it shall also deliver to Bank by U.S. Mailsale, reputable overnight courier servicedevelopment, hand delivery, facsimile testing or .pdf file within five (5) Business Days of submission marketing thereof issued or outstanding as of the unsigned electronic date of such notice), along with a copy of an updated Schedule 5.11; provided, however, that if Borrower shall at any time obtain any new or additional Required Permits from the certification of monthly financial statementsFDA, the intellectual property reportDEA, the Borrowing Base Certificate and the Compliance Certificateor parallel state or local authorities, each bearing the physical signature or foreign counterparts of the Responsible OfficerFDA, DEA, or parallel state or local authorities, with respect to any Product which has previously been disclosed to Agent, Borrower shall promptly give written notice to Agent of such new or additional Required Permits (along with a copy thereof if requested by Agent).
Appears in 1 contract
Samples: Loan and Security Agreement (Bacterin International Holdings, Inc.)
Financial Statements, Reports, Certificates. Borrowers (a) Borrower shall deliver the following to Bank: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower's consolidated operations during such period, in a form reasonably acceptable to Bank and the period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but in [omitted]; (iii) within five (5) days of the filing deadline (including any event within extensions) for filing the indicated time framesame with the Securities and Exchange Commission, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower's security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) or more; (v) promptly upon receiptprompt notice of any material change in the composition of the Intellectual Property Collateral, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systemsor the registration of any copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in the IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) such budgets, sales projections, operating plans or other financial information generally prepared reasonably requested by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers Borrower shall deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.EXHIBIT B.
(c) As soon as possible Borrower will allow Bank to audit Borrower's Collateral, including, but not limited to, Borrower's Accounts and in any event within three (3) calendar days after becoming aware of accounts receivable, at Borrower's expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence or existence of an Event of Default hereunderDefault, a written statement Borrower shall be obligated to pay for not more than two (2) audits per year. After the occurrence of a Responsible Officer of Parent setting forth details of the an Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to may audit each Borrower’s 's Collateral, including, but not limited to, Borrower's Accounts and appraise Collateral accounts receivable at Borrowers’ Borrower's expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred at Bank's sole and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, exclusive discretion and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate without notification and the Compliance Certificate, each bearing the physical signature of the Responsible Officerauthorization from Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Peerless Systems Corp)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within no later than thirty (30) days after the last day of each month, Borrowers a company prepared consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s operations for such month certified by a Responsible Officer and in a form consistent with past practices; (ii) as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s 10K, 10Q, and 8K reports; (iii) a Compliance Certificate together with delivery of the 10K and 10Q reports; (iii) as reasonably requested by Bank after the end of each fiscal year, annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $150,000 or more; and (v) budgets, sales projections, operating plans or other financial information Bank reasonably requests. Borrower’s 10K, 10Q, and 8K reports required to be delivered pursuant to Section 6.2(a)(ii) shall deliver be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website on the Internet; provided, that Borrower shall provide paper copies to Bank aged listings of the Compliance Certificates required by invoice date of accounts receivable and accounts payableSection 6.2(a)(iii).
(b) Within thirty (30) days after the last day of each monthmonth when borrowing or using the sublimits set forth in Sections 2.1.2, Borrowers shall 2.1.3, or 2.1.4, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with the monthly financial statements, a Compliance Certificate certified as aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days after the last day of the applicable month and each month, deliver to Bank its monthly financial statements together with a duly completed Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of calculations showing compliance with the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect theretofinancial covenants set forth in this Agreement.
(d) Allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and Borrower’s expense. Such audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificatesNotwithstanding the above, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on not require an audit of Borrower’s Collateral as long as the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days total of submission all outstanding Advances does not exceed $2,500,000 and no Event of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate Default has occurred and the Compliance Certificate, each bearing the physical signature of the Responsible Officeris continuing.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers Each Borrower shall deliver the following to Bank: i(a) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ such Borrower’s consolidated operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iib) as soon as available, but in any event within 120 days after the indicated time frameend of such Borrower’s fiscal year, audited consolidated financial statements of Borrowers prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (c) if applicable, copies of all statements, reports and notices sent or made available generally by Borrowers such Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) K and 10-K (within ninety (90) days of the end of each fiscal year) Q filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a such Borrower or any Subsidiary that could result in damages or costs to a such Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 100,000 or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vie) such budgets, sales projections, operating plans or other financial information generally prepared by a such Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (viif) within forty five (45) 30 days of any changes to the Intellectual Property Collateral and within 30 days of the last day of each fiscal quarteryear, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Borrowers’ Intellectual Property Collateral, including but not limited to any subsequent ownership right of such any Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any the Intellectual Property Security Agreement Agreements delivered to Bank by such Borrower Borrowers in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) 30 days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(db) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise the Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing datereasonable expense, provided that such audits will be conducted no more often than twice every twelve (12) 12 months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within thirty five (305) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time framedelivery, copies of all statements, reports and notices sent or made available generally by Borrowers delivered to its all of Borrower’s security holders or to any holders of Subordinated Debt and all Debt; (ii) within five (5) days of filing, reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet (“SEC Reports”); (iviii) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against a Borrower or any Subsidiary that could would result in damages or costs to a Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000150,000.00) or moremore or would reasonably be expected to have a material adverse effect on Borrower’s business; (iv) no later than thirty (30) days after approval thereof by Borrower’s Board of Directors, but no later than March 31st of each calendar year, Borrower’s financial projections for the current fiscal year; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers copies of all monthly bank statements together with a Compliance Certificate signed by a Responsible Officer; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall deliver be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(c) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(d) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, an aged listings by invoice date listing of accounts receivable and accounts payablepayable by invoice date, in form acceptable to Bank.
(be) Within Provide Bank with, as soon as available, but no later than thirty (30) days after following each Reconciliation Period in which Borrower’s balance sheet reports Deferred Revenue, a Deferred Revenue report, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, an aggregate cash report, in form acceptable to Bank.
(g) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, perpetual inventory reports for the last day Inventory valued on a first-in, first-out basis at the lower of each monthcost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment, Borrowers in form acceptable to Bank.
(h) Prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any Copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in the IP Agreement, and (iii) Borrower’s knowledge of an event that would reasonably be expected to materially and adversely affect the value of the Intellectual Property. Upon the occurrence of an IP Lien Event, Borrower shall deliver to Bank with an updated intellectual property security agreement (in form and substance reasonably acceptable to Bank in its discretion) in favor of Bank, covering all of the monthly financial statementsthen-existing IP Collateral.
(j) If after the Effective Date, Borrower determines to manufacture, sell, develop, test or market any new Iluvien Product, Borrower shall give written notice to Bank of such new Iluvien Product following such Iluvien Product’s introduction to the general marketplace (which shall include a Compliance Certificate certified brief description of such Iluvien Product, plus a list of all Required Permits relating to such new Iluvien Product (and a copy of such Required Permits if requested by Bank) and/or Borrower’s manufacture, sale, development, testing or marketing thereof issued or outstanding as of the last day date of such notice); and further, provided, that, if Borrower shall at any time obtain any new or additional Required Permits from the FDA or parallel state or local authorities, or foreign counterparts of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence FDA or existence of an Event of Default hereunderparallel state or local authorities, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank to any Iluvien Product which has previously been disclosed to Bank, Borrower shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver promptly give written notice to Bank on an electronic basis any certificates, reports of such new or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered additional Required Permits (along with a copy thereof if requested by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerBank).
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within thirty no later than thirty-five (3035) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect month before the first anniversary of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, BClosing Date, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each monthmonth thereafter, Borrowers shall deliver a company prepared consolidated balance sheet and income statement covering the consolidated operations of Borrower and its consolidated Subsidiaries during the period certified by a Responsible Officer and in a form acceptable to Bank aged listings by invoice date of accounts receivable and accounts payable.
Bank; (bii) Within thirty as soon as available, but no later than one hundred eighty (30180) days after the last day of each monthBorrower’s fiscal year, Borrowers shall deliver audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a “going concern” qualification) on the financial statements from an independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available generally to Borrower’s security holders or to any holders of Subordinated Debt, (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the monthly financial statements, Securities and Exchange Commission or a Compliance Certificate certified as link thereto on Borrower’s or another website on the Internet; (v) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Thousand Dollars ($100,000) or more; (vi) prompt notice of an event that materially and adversely affects the value of the last day intellectual property that is material to the business of Borrower; (vii) annual financial projections commensurate with those provided to the Borrower’s venture capital investors, approved by the Borrower’s board of directors promptly after approval of the applicable month same by Borrower’s board of directors but no later than February 15 of each fiscal year; and signed (viii) other financial information reasonably requested by a Responsible Officer in substantially the form of Exhibit D heretoBank.
(cb) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing dateBorrower’s expense, provided that such audits will be conducted so long as no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officernot exercise such rights more often than one time during any calendar year.
Appears in 1 contract
Samples: Loan and Security Agreement (Luca Technologies Inc)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to BankAgent: (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within no later than thirty (30) days after the last day of each month, Borrowers shall deliver a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank aged listings Agent; (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified (other than a “going concern” qualification) opinion on the financial statements from Borrower’s independent certified public accounting firm acceptable to Agent in its reasonable discretion; (iii) as soon as available after approval thereof by invoice date Borrower’s Board of accounts receivable Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and accounts payablenotices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the Internet; (vi) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Thousand Dollars ($100,000) or more or could result in a Material Adverse Change; and (vii) budgets, sales projections, operating plans and other financial information as reasonably requested in writing by Agent.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank Agent with the monthly financial statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D heretoOfficer.
(c) As soon as possible Keep proper books of record and account in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall allow, at the sole cost of Borrower, Agent and Lenders to visit and inspect any event within three (3) calendar days after becoming aware of its properties, to examine and make abstracts or copies from any of its books and records, to conduct a collateral audit and analysis of its operations and the Collateral, to verify the amount and age of the occurrence or existence of an Event of Default hereunderaccounts, a written statement of a Responsible Officer of Parent setting forth details the identity and credit of the Event respective account debtors, to review the billing practices of DefaultBorrower and to discuss its respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired. Notwithstanding the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank foregoing, such audits shall have a right from time to time hereafter to audit each be conducted at Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve six (126) months unless an a Default or Event of Default has occurred and is continuing. Borrowers may deliver .
(d) Deliver to Bank Agent an updated Schedule 5.2(f) promptly upon Borrower’s acquisition or development of any Material Intellectual Property not already listed on an electronic basis Schedule 5.2(f) and upon any certificatesother material change in Borrower’s Material Intellectual Property from that listed on Schedule 5.2(f).
(e) If after the Effective Date, reports Borrower determines to manufacture, sell, develop, test or information required pursuant market any new Product, Borrower shall give written notice to this Section 6.2Agent of such new Product following such Product’s introduction to the general marketplace (which shall include a brief description of such Product, plus a list of all Required Permits relating to such new Product (and Bank shall be entitled to rely on the information contained in the electronic filesa copy of such Required Permits if requested by Agent) and/or Borrower’s manufacture, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronicallysale, it shall also deliver to Bank by U.S. Maildevelopment, reputable overnight courier service, hand delivery, facsimile testing or .pdf file within five (5) Business Days of submission marketing thereof issued or outstanding as of the unsigned electronic date of such notice) along with a copy of an amended and restated Schedule 5.11; and further, provided, that, if Borrower shall at any time obtain any new or additional Required Permits from the certification of monthly financial statementsFDA, the intellectual property reportDEA, the Borrowing Base Certificate and the Compliance Certificateor parallel state or local authorities, each bearing the physical signature or foreign counterparts of the Responsible OfficerFDA, DEA, or parallel state or local authorities, with respect to any Product which has previously been disclosed to Agent, Borrower shall promptly give written notice to Agent of such new or additional Required Permits (along with a copy thereof if requested by Agent).
Appears in 1 contract
Samples: Loan and Security Agreement (Biolase Technology Inc)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within no later than thirty (30) days after the last day of each month, Borrowers shall deliver a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty (150) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank aged listings in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the Internet; (v) a prompt report of any legal actions pending or, to Borrower’s knowledge, threatened against Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (vi) as soon as available and no later than forty-five (45) days after approval by invoice date Borrower’s Board of accounts receivable Directors, Borrower’s Financial projections for current fiscal year as approved by Borrower’s Board of Directors; and accounts payable(vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month in which Credit Extensions made pursuant to Section 2.1.1, 2.1.2, 2.1.3, or 2.1.4 are outstanding or in which any such Credit Extensions have been requested, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable (by invoice date).
(c) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of calculations showing compliance with the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect theretofinancial covenants set forth in this Agreement.
(d) Allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and Borrower’s expense. Such audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve (12) months unless a Default or an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes Borrower hereby acknowledges that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file first such audit will be conducted within five ninety (590) Business Days of submission of days after the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerEffective Date.
Appears in 1 contract
Samples: Loan and Security Agreement (Soundbite Communications Inc)
Financial Statements, Reports, Certificates. Borrowers shall deliver Provide Bank with the following following:
(a) at all times that Borrower fails to Bank: imaintain cash at or through Bank of at least Fifteen Million Dollars ($15,000,000), within thirty (30) days after the end of each month (other than the first month of Borrower’s fiscal year, to the extent not prepared for such month), (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, and general ledger;
(b) as soon as available, but and in any event within thirty (30) days after the end of each calendar month (other than the first month of Borrower’s fiscal year, to the extent not prepared for such month), a company prepared monthly unaudited consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable financial statements;
(c) at all times that Borrower fails to maintain cash at or through Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand at least Fifteen Million Dollars ($250,000) or more; (v) promptly upon receipt15,000,000), each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings a duly completed Borrowing Base Certificate signed by invoice date of accounts receivable and accounts payable.a Responsible Officer;
(bd) Within at all times that Borrower fails to maintain cash at or through Bank of at least Fifteen Million Dollars ($15,000,000), within thirty (30) days after the last day end of each month, Borrowers shall deliver to Bank with the monthly financial statementsfiscal quarter, a schedule of Deferred Revenue;
(e) within thirty (30) days after the end of each month (other than the first month of Borrower’s fiscal year, to the extent Borrower does not prepare financial statements for such month), a monthly Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer Officer, certifying that as of the end of such month, Borrower was in substantially full compliance with all of the form terms and conditions of Exhibit D hereto.this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;
(cf) As within sixty (60) days after the first day of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for such fiscal year of Borrower, and (B) annual financial projections for such fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections;
(g) as soon as possible available, and in any event within three ninety (390) calendar days after becoming aware following the end of the occurrence or existence of an Event of Default hereunderBorrower's fiscal year, a written statement of a Responsible Officer of Parent setting forth details of the Event of Defaultannual financial statements certified by, and the action which the relevant Borrower has taken or proposes with an unqualified opinion of, independent certified public accountants acceptable to take with respect thereto.Bank;
(dh) Bank shall have a right from time prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing dateBorrower or any of its Subsidiaries of, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports individually or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic filesaggregate, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile Two Hundred Fifty Thousand Dollars ($250,000) or .pdf file more; and
(i) within five (5) Business Days of submission of days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the unsigned electronic copy Securities and Exchange Commission or a link thereto on Borrower’s or another website on the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerInternet.
Appears in 1 contract
Samples: Loan and Security Agreement (Concurrent Computer Corp/De)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and sheet, income statement and a statement of cash flow covering Borrowers’ Borrower’s consolidated operations during for such period, in a form reasonably acceptable to Bank and month certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in any event its reasonable discretion; (iii) within the indicated time framefive (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the internet; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to a Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000250,000.00) or more; (v) promptly upon receiptas soon as possible, but no later than ten (10) days after board-approval, and within thirty (30) days after the last day of each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systemsfiscal year, and contemporaneously with any updates thereto, board-approved projections; and (vi) such budgets, sales projections, operating plans or and other financial information generally prepared reasonably requested by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and Bank.
(viib) within forty five Within twenty (4520) days of the last day last day of each fiscal quartermonth, a report signed (A) monthly accounts payable agings, aged by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, Binvoice date, and C outstanding or held check registers, if any, and (B) monthly reconciliations of any Intellectual Property Security Agreement delivered to Bank accounts receivable agings (aged by such Borrower in connection with this Agreementinvoice date), transaction reports, Deferred Revenue report and general ledger.
(ac) (i) on the first (1st) and fifteenth (15th) day of each month (during a Streamline Period, monthly, within twenty (20) days after the last day of earch month), and (ii) upon each request for a Credit Extension, a Transaction Report.
(d) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in substantially this Agreement. In addition to the form foregoing, Borrower shall deliver such Compliance Certificate to Bank on January 15, 2013, which shall include, without limitation, calculations with respect to Borrower’s compliance with Section 6.7 as of Exhibit D heretosuch date.
(ce) As soon as possible and Allow Bank to audit Borrower’s Collateral at Borrower’s expense in any event within three (3) calendar days after becoming aware of the occurrence or existence of a manner designed to minimize disruption to Borrower’s business; provided, however, prior to an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Bank will provide Borrower has taken or proposes with notice prior to take with respect thereto.
(d) Bank completing any such audit. Such audits shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than twice every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2The foregoing inspections and audits shall be at Borrower’s expense, and Bank the charge therefor shall be entitled to rely on Eight Hundred Fifty Dollars ($850.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the information contained in the electronic filessame), provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officerplus reasonable out-of-pocket expenses.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall deliver Provide Bank with the following to Bank: following:
(a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) on the fifteenth (15th) day (if the 15th is not a Business Day, on the preceding Business Day) and last day of each month when a Streamline Period is not in effect, and (iii) within twenty (20) days after the end of each month when a Streamline Period is in effect;
(b) within twenty (20) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, Deferred Revenue report, and general ledger, and (D) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment;
(c) as soon as available, but no later than thirty (30) days after the last day of the first two (2) months of each fiscal quarter of Borrower, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”);
(d) within thirty (30) days after the last day of the first two (2) months of each fiscal quarter of Borrower and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;
(e) as soon as available, and in any event within forty-five (45) days after the end of each fiscal quarter of Borrower, (i) company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such quarter certified by a Responsible Officer and in a form acceptable to Bank, and (ii) a Compliance Certificate;
(f) within thirty (30) days after the end of each calendar fiscal year of Borrower, or more frequently as updated by Borrower’s board of directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (B) annual financial projections for the following fiscal year (on a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; annual financial projections;
(iig) as soon as available, but and in any event within one hundred fifty (150) days following the indicated time frameend of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from KPMG LLP, or such other independent certified public accounting firm reasonably acceptable to Bank;
(h) for so long as Borrower is subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents;
(i) within five (5) days of delivery, copies of all material statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q which constitutes Material Indebtedness;
(within forty-five (45j) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against a Borrower or any Subsidiary of its Subsidiaries that could would reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and
(vk) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared reasonably requested by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within no later than thirty (30) days after the last day of each month, Borrowers shall deliver a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty (150) days after the last day of Borrower's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank aged listings in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower's security holders or to any holders of Subordinated Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower's or another website on the Internet; (v) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Thousand Dollars ($100,000) or more; (vi) annually, but no later than forty-five (45) days of Board approval, annual budget and financial projections with any material changes; and (vii) other financial information reasonably requested by invoice date of accounts receivable and accounts payableBank.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of calculations showing compliance with the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect theretofinancial covenants set forth in this Agreement.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar monthReconciliation Period, a company prepared consolidated and consolidating balance sheet and income statement covering BorrowersBorrower’s and each of its Subsidiaries’ consolidated and consolidating operations during such period, in a form reasonably acceptable to Bank and the period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in any the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within the indicated time framefive (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange CommissionSEC; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) or more; (v) promptly upon receiptas soon as available, each management letter prepared by a but no later than the earlier to occur of (A) sixty (60) days after the last day of Borrower’s independent certified public accounting firm regarding such fiscal year and (B) ten (10) days after approval by Borrower’s management control systems; board of directors, and within fifteen (15) days of any updates or amendments thereto, annual financial projections for the then current fiscal year approved by Borrower’s board of directors (or the limited liability company equivalent thereof) and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projections and (vi) such budgets, sales projections, operating plans or other financial information generally prepared reasonably requested by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each monthReconciliation Period, Borrowers shall deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.B.
(c) As soon as possible and Provide Bank prompt written notice of (i) any material change in any event within three (3) calendar days after becoming aware the composition of the occurrence Intellectual Property, (ii) the registration of any Copyright, including any subsequent ownership right of Borrower in or existence to any Copyright, Patent or Trademark not shown in the IP Agreement, and (iii) Borrower’s knowledge of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details event that could reasonably be expected to materially and adversely affect the value of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect theretoIntellectual Property.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Samples: Subordinated Loan and Security Agreement (Rapid7 Inc)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following Deliver to Bank: i:
(a) Monthly, within 30 days after the last day of each month, a duly completed Transaction Report Signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date), provided that such Transaction Report shall be due weekly if (x) Borrower is below the Asset Based Threshold and (y) there is any principal or interest outstanding under the Revolving Line;
(b) monthly, within 30 days after the last day of each month, company-prepared, unaudited financial statements;
(c) monthly, within 30 days after the last day of each month, together with the monthly financial statements required pursuant to Section 6.2(b), a duly completed Compliance Certificate signed by a Responsible Officer;
(d) annually, as soon as available, but in any event case within thirty (30) 120 days after the end last day of each calendar monthBorrower’s fiscal year, a company audited consolidated financial statements prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such periodunder GAAP, in a form reasonably consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank and certified by a Responsible Officer; in its reasonable discretion;
(iie) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) no later than 5 days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed after filing with the Securities and Exchange Commission; , Borrower’s 10K, 10Q, and 8K reports (ivor a link thereto on Borrower’s or another website on the Internet);
(f) promptly upon receipt approval by Borrower’s board of notice thereofdirectors, annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections;
(g) a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 250,000 or more; and
(v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vih) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreementrequests.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers (a) Borrower shall deliver the following to Bank: (i) as soon as available, but in any event within thirty fifty (3050) days after the end of each calendar monthfiscal quarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower's operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred and twenty (120) days after the indicated time frameend of Borrower's fiscal year, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) copies of all statements, reports and notices sent or made available generally by Borrowers Borrower to its security holders or to any holders of Subordinated Debt (other than those statements, reports and notices that are otherwise publicly available through the Securities and Exchange Commission EXXXX system); (iv) if applicable, a copy of all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and Form 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission, within one hundred and twenty (120) days after the end of Borrower's fiscal year, and a copy of all reports on Form 10-Q filed with the Securities and Exchange Commission, within fifty (50) days after the end of each fiscal quarter (other than those reports that are otherwise publicly available through the Securities and Exchange Commission EXXXX system); (ivv) promptly upon receipt of written notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 5,000,000 or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.;
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers (a) Borrower shall deliver provide Bank with the following to Bank: following:
(i) bi-weekly, and upon each request for a Credit Extension, a Transaction Report;
(ii) within fifteen (15) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, and general ledger;
(iii) within thirty (30) days after the end of each month, a deferred revenue report;
(iv) as soon as available, but and in any event within thirty (30) days after the end of each calendar month, monthly unaudited financial statements;
(v) within thirty (30) days after the end of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified monthly Compliance Certificate signed by a Responsible Officer; , certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;
(iivi) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10Board-Q (within approved financial projections no later than forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a after Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgetsfiscal year end, sales projections, operating plans and immediately with respect to any amendments or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and updates thereto;
(vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day end of each month, Borrowers shall deliver a schedule of Borrower’s unbilled accounts receivable; and
(viii) as soon as available, and in any event within one hundred twenty (120) days following the end of Borrower's fiscal year, annual financial statements certified by, and with an unqualified opinion of, independent certified public accountants acceptable to Bank aged listings by invoice date of accounts receivable and accounts payableBank.
(b) Within thirty five (305) days after the last day of each monthfiling, Borrowers shall deliver to Bank all reports on Form 10-K, 10-Q and 8-K filed with the monthly financial statements, Securities and Exchange Commission or a Compliance Certificate certified as of link thereto on Borrower’s or another website on the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D heretoInternet.
(c) As soon as possible and Prompt written notice of (i) any material change in any event within three (3) calendar days after becoming aware the composition of the occurrence intellectual property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or existence to any copyright, patent or trademark not previously disclosed to Bank, or (iii) Borrower’s knowledge of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details event that materially adversely affects the value of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect theretointellectual property.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Samples: Loan and Security Agreement (Paradigm Holdings, Inc)
Financial Statements, Reports, Certificates. Borrowers shall (a) Borrower will deliver the following to Bank: (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within no later than thirty (30) days after the last day of each month, Borrowers shall deliver a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the period, a schedule of deferred revenue, all in a form and certified by a Responsible Officer acceptable to Bank; (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an opinion which is unqualified or otherwise consented to by Bank aged listings on the financial statements from an independent certified public accounting firm acceptable to Bank; (iii) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $100,000 or more; (iv) any material changes with respect to the ETB Contract, including any notices received in connection therewith; (v) budgets, sales projections, operating plans for each fiscal year, in draft form prior to fiscal year end and approved by invoice date Borrower's Board of accounts receivable Directors not later than sixty (60) days after the end of each fiscal year; and accounts payable(vi) other financial information Bank requests.
(b) Within thirty (30) days after the last day of each month, Borrowers shall Borrower will deliver to Bank an Availability Certificate signed by a Responsible Officer in the form of EXHIBIT C (an "Availability Certificate"), with aged listings of accounts receivable and accounts payable.
(c) Within thirty (30) days after the last day of each month, Borrower will deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.EXHIBIT D.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five Within thirty (4530) days after the closing datelast day of each month, provided that Borrower will deliver to Bank with the monthly financial statements an update on the ETB Contract, which shall include, without limitation, project status, implementation schedule evidence of shipment and deliverables, cash receipts, planned invoice dates and such other information as Bank may request from time to time, all certified by a Responsible Officer
(e) Allow Bank to audit Borrower's Collateral at Borrower's expense, which expense will be $750 per day per auditor, plus out of pocket expenses. Such audits will be conducted no more often than every twelve three (123) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Samples: Loan and Security Agreement (Daleen Technologies Inc)
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within thirty no later than fifteen (3015) days after filing with the Securities Exchange Commission (or, if not timely filed, not later than fifteen (15) days after the end of each calendar monthsame were due to have been filed with the Securities Exchange Commission), a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period10K, in a form reasonably acceptable to Bank 10Q, and certified by a Responsible Officer8K reports; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q sixty (within forty-five (4560) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of prior to the end of each fiscal year, an annual operating budget (which shall include a balance sheet, income statement and cash flow statement presented in monthly or quarterly format) filed for the following fiscal year, together with any related business forecasts used in the Securities preparation of such annual financial projections, and Exchange Commissionany material updates to such projections and operating budget must be delivered to the Bank within fifteen (15) days of such update; (iviii) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a either Borrower or any Subsidiary that could result in damages or costs to a either Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 100,000 or more; and (viv) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarterrequests. Borrowers’ 10K, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B10Q, and C of any Intellectual Property Security Agreement 8K reports required to be delivered pursuant to Bank by Section 6.2(a)(i) shall be deemed to have been delivered on the date on which Borrowers post such Borrower in connection with this Agreement.
(a) Within thirty (30) days after report or provides a link thereto on Borrowers’ or another website on the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payableInternet.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with (i) aged listings of accounts receivable and accounts payable (by invoice date) and (ii) perpetual inventory reports for the monthly financial statementsInventory valued on a first-in, a Compliance Certificate certified first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as of are requested by Bank in its good faith business judgment.
(c) Within thirty (30) days after the last day of the applicable month and each month, deliver to Bank its monthly financial statements together with a duly completed Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of calculations showing compliance with the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect theretofinancial covenants set forth in this Agreement.
(d) Allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Borrowers’ Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided expense. Bank anticipates that such audits will shall be conducted no more often than every twelve (12) months once annually, unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank The Initial Audit shall be entitled to rely on performed within 90 days after the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerEffective Date.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers (a) Borrower shall deliver provide Bank with the following to Bank: following:
(i) as soon as available, but in any event within thirty twenty (3020) days after the end of each calendar month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; Deferred Revenue report;
(ii) as soon as available, but and in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days after the end of each month, company-prepared, monthly unaudited financial statements;
(iii) within forty-five (45) days after the end of each month a monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;
(iv) as soon as available s, but no later than forty-five (45) days after the end of each fiscal quarteryear of Borrower, (A) a one (1) year (prepared on a quarterly basis) financial projections of Borrower on a consolidated basis, including a balance sheet and 10-K statements of income and cash flows and showing projected operating revenues, expenses and debt service of Borrower on a consolidated basis prepared under GAAP; and (within ninety (90B) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower used in the ordinary course preparation of business such financial projections reasonably requested by Bank.
(v) as Bank may reasonably request from time to time; soon as available, and in any event within one hundred twenty (vii) within forty five (45120) days following the end of the last day of each Borrower’s fiscal quarteryear, a report signed by Borrowersannual financial statements certified by, in form reasonably and with an unqualified opinion of, independent certified public accountants acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.; and
(avi) Within thirty within five (305) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the last day of each monthSecurities and Exchange Commission (other than those reports on Form 10-K, Borrowers shall deliver 10-Q or 8-K (relating to Bank aged listings by invoice date of accounts receivable certification) that are otherwise publicly available through the Securities and accounts payableExchange Commission’s XXXXX system).
(b) Within thirty (30) days 5 Business Days after the last day end of each monthweek, Borrowers Borrower shall deliver to provide Bank with the monthly financial statementsa Transaction Report, unless Borrower has exercised a Compliance Certificate certified Monthly Reporting Option (as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D heretodefined below).
(c) As soon as possible and in any event A “Monthly Reporting Option” is the option of Borrower to provide Bank with a Transaction Report on a monthly basis, within three (3) calendar 20 days after becoming aware the end of each month, instead of on a weekly basis under Section 6.2(b), which option shall be available automatically to Borrower without notice to Bank if Borrower
(a) maintains the occurrence or existence of an Minimum Liquidity Amount, and (b) no Event of Default hereunder, has occurred and is continuing; provided that (i) if the Monthly Reporting Option is in effect and (A) the Minimum Liquidity Amount ceases to exist at any time for a written statement period of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (455) consecutive days after the closing date, provided that such audits will be conducted no more often than every twelve or (12B) months unless an Event of Default has occurred and is continuing. Borrowers may deliver , then such Monthly Reporting Option shall immediately terminate and the reporting requirement for a Transaction Report shall immediately revert back to the previous reporting arrangement under this Agreement without any notice from Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, Borrower (the “Reporting Option Termination”); and Bank shall be entitled (ii) if a Reporting Option Termination arises solely because Borrower failed to rely on maintain the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by Minimum Liquidity Amount for a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within period of five (5) Business Days consecutive days, then Borrower shall be eligible for another Monthly Reporting Option (as described herein) at such time that Borrower has provided Bank (to Bank’s satisfaction) Transaction Reports showing eight (8) consecutive weeks of submission Borrower maintaining the Minimum Liquidity Amount. Regardless of whether a Monthly Reporting Option is in effect, Borrower shall continue to provide Bank with Transaction Reports in accordance with Section 3.4 hereof.
(d) As soon as practicable, and in no event later than 60 days after the unsigned electronic copy Effective Date, Borrower shall deliver a report showing all purchase accounting Deferred Revenue adjustments made by Borrower in connection with the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerCentra Acquisition.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall (a) Borrower will deliver the following to Bank: (i) as soon as available, but in any event within thirty (30) no later than 30 days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower's consolidated operations during such the period, in a form reasonably acceptable to Bank and certified by a Responsible OfficerOfficer acceptable to Bank; (ii) as soon as available, but in any event within no later than 120 days after the indicated time frame, copies last day of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each Borrower's fiscal year) filed with , preliminary audited consolidated financial statements prepared under GAAP and 150 days after the Securities and Exchange Commissionlast day of Borrower's fiscal year, Borrower's final audited consolidated financial statements prepared under GAAP, consistently applied, from an independent certified public accounting firm acceptable to Bank; (iviii) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 100,000 or more; and (viv) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreementrequests.
(ab) Within thirty (30) 30 days after the last day of each month, Borrowers shall Borrower will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings by invoice date of accounts receivable and accounts payable.
(bc) Within thirty (30) 30 days after the last day of each month, Borrowers shall Borrower will deliver to Bank with the monthly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect thereto.D.
(d) Bank shall have a has the right from time to time hereafter to audit each Borrower’s 's Accounts and appraise Collateral at Borrowers’ Borrower's expense and shall conduct such an audit no later than forty five (45) days after not to exceed $600, but the closing date, provided that such audits will be conducted no more often than every twelve (12) months year unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall deliver the following (a) Deliver to Bank: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ Borrower’s consolidated operations during for such period, in a form reasonably acceptable to Bank and month certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in any event its reasonable discretion; (iii) within the indicated time framefive (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrowers to its Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Forms Form 10-K, 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 108-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred its Subsidiaries of Fifty Thousand Dollars ($250,00050,000) or more; (vvi) promptly upon receipt, each management letter prepared by a within thirty (30) days after the last day of Borrower’s independent certified public accounting firm regarding such fiscal year, copies of all annual financial projections commensurate in form and substance with those provided to Borrower’s management control systemsventure capital investors; (vivii) such budgets, sales projections, operating plans or and other financial information generally prepared reasonably requested by a Borrower Bank; (viii) copies of all Bank Secrecy Act/Anti-Money Laundering (BSA/AML) internal and independent testing reports as requested by Bank in the ordinary course of business as Bank may reasonably request from time to timeits reasonable discretion; and (viiix) within forty five (45) days of the last day of each fiscal quarterpromptly, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect copies of any Patents, Copyrights or Trademarks communications with the Securities and Exchange Commission which relate to the status of any outstanding applications or registrations, Borrower Member Loans as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement“securities” under federal law.
(ab) Upon Bank’s request, deliver to Bank a detailed accounting of the current balances of the Clearing Account, Trust Account, and the Borrower Account.
(c) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of calculations showing compliance with the Event of Default, and the action which the relevant Borrower has taken Minimum Collateral Value Ratio set forth in this Agreement on a quarterly basis (or proposes to take with respect theretomonthly basis if requested by Bank).
(d) Allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and Borrower’s expense. Such audits shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than once every twelve (12) months unless a Default or an Event of Default has occurred and is continuing. Borrowers may .
(e) Upon Bank’s request, deliver to Bank on an electronic basis any certificatesa copy of the final, reports or information required pursuant to this Section 6.2signed loan documents evidencing Eligible Loans, including without limitation the Financed Loan Notes, and Bank shall be entitled assignments of such Eligible Loans by WebBank to rely on the information contained in the electronic filesBorrower;
(f) Upon Bank’s request, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. MailBank, reputable overnight courier servicea schedule of all Eligible Loans financed with the Advances, hand deliveryin form and substance acceptable to Bank, facsimile or .pdf file within five (5) Business Days of submission including, without limitation, the loan amounts, the loan numbers and the names of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate borrowers and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerLender Members participating in such loans.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrowers shall (a) The Company will deliver the following to Bank: (i) as soon as available, but in any event within thirty no later than fifty (3050) days after the end last day of each calendar monthof the Company's fiscal quarters (other than the fiscal quarter that ends its fiscal year), a company prepared quarterly financial statement including a consolidated and consolidating balance sheet and income statement covering Borrowers’ ' consolidated operations during such period, in a form reasonably acceptable to Bank and the period certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q no later than one hundred twenty (within forty-five (45120) days after the last day of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each Company's fiscal year) filed , audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the Securities and Exchange Commissionfinancial statements from an independent certified public accounting firm acceptable to Bank; (iviii) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a any Borrower or any Subsidiary that could result in damages or costs to a any Borrower or any Subsidiary in excess of Two Hundred Fifty Thousand Dollars $3,000,000 or which could result in a Material Adverse Change; ($250,000iv) on or morebefore Mach 15, 2003, projections for fiscal year 2004 acceptable to Bank in its reasonable discretion (the "2004 Projections"); and (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course Bank reasonably requests. In lieu of business as Bank may reasonably request from time to time; items (a)(i) and (viia)(ii) within forty five (45) days of the last day of each fiscal quarterabove, a report signed by Borrowers, in form reasonably acceptable Company may deliver to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks Company's 10-Q and 10-K along with the status of any outstanding applications or registrationsunqualified opinion described above, as well as any material change in a Borrower’s Intellectual Property Collateralapplicable, including but not limited to any subsequent ownership right of within the time frame described above for delivering such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreementfinancial statements.
(ab) Within thirty fifty (3050) days after the last day of each monthof the Company's fiscal quarters, Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrowers shall Company will deliver to Bank with the monthly quarterly financial statements, statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.B.
(c) As soon as possible Each document required to be delivered pursuant to paragraphs (a) and in any event within three (3b) calendar days after becoming aware of this Section 6.2 shall be deemed to have been delivered on the date on which the Company posts such document on the Company's website on the Internet at the website address listed on the Schedule, or when such document is posted on the Securities and Exchange Commission's website at xxx.xxx.xxx; provided that (i) if the Bank so requests, the Company shall deliver paper copies of all such documents to the Bank until the Bank requests that the Company cease delivering such paper copies and (ii) the Company shall notify the Bank by facsimile of the occurrence or existence posting of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with respect theretoeach such document.
(d) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
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