We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Financial Statements, Reports, Certificates Clause in Contracts

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (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 Borrower’s consolidated and consolidating 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 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) 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 acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) 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; (i) 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; (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 aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bank.

Appears in 3 contracts

Samples: Loan and Security Agreement (Marin Software Inc), Loan and Security Agreement (Marin Software Inc), Loan and Security Agreement (Marin Software Inc)

Financial Statements, Reports, Certificates. Provide Bank with Borrower shall deliver the following: following to Bank: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than in any event within thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date and a recurring revenue report; (b) 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 sheet, income statement, and income cash flow statement covering Borrower’s consolidated and consolidating operations for during such month certified by a Responsible Officer and period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and certified by a Responsible Officer, together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as Officer in substantially the form 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; Exhibit D hereto; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fc) as soon as available, but in any event within one hundred eighty (180) days after the end 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; (d) as soon as available, but in any event no later than seven the earlier to occur of thirty (730) days after following the beginning of each fiscal year or the date of approval by the Board Borrower’s board of Directorsdirectors, (A) an annual operating budgets budget and financial projections (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following such fiscal year, commensurate presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) 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 in its reasonable discretion Bank; (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (he) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (jf) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and and (kg) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested by Bankrequest from time to time.

Appears in 3 contracts

Samples: Loan and Security Agreement, Loan and Security Agreement (Everbridge, Inc.), Loan and Security Agreement (Everbridge, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with Borrower shall deliver the following: following to Bank: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than in any event within thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in a form acceptable to Bank (the “Monthly Financial Statements”); (d) any event within thirty (30) days after the last day end of each month calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as Officer in substantially the form 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; Exhibit D hereto; (ec) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fi) as soon as available, but in any event no later than seven 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (7ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by the Board Borrower’s board of Directorsdirectors, (A) an annual operating budgets budget and financial projections (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following such fiscal year, commensurate presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) 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 in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31each, 2012a “Financial Plan”), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; ; (he) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (jf) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000200,000) or more; and and (kg) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested by Bankrequest from time to time.

Appears in 3 contracts

Samples: Loan and Security Agreement, Loan and Security Agreement (EverQuote, Inc.), Loan and Security Agreement (EverQuote, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with Borrower shall deliver the following: following to Bank: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than within thirty (30) days after the end last day of each month, aged listings of accounts receivable and accounts payable, together with a month-by-month Recurring Revenue report, and (ii) B1C and B1B churn graphs, together with a Borrowing Base Certificate signed by a Responsible Officer in all other casessubstantially the form of Exhibit C-1 hereto, on a weekly basis; if such certificate is requested by Bank; (b) as soon as available, but in any event within thirty (30) days after the end of each month, (A) monthly accounts receivable agingsa Borrower prepared consolidated balance sheet, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateincome, 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) cash flow statement covering Borrower’s Deferred Revenue report consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form satisfactory acceptable to Bank along with a Compliance Certificate signed by a Responsible Officer in its sole discretion, but reasonable discretion; substantially the form of Exhibit D-1 hereto; (c) as soon as available, but no later than thirty in any event within two hundred ten (30210) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating 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 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) 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 of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion Bank; (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (hd) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (je) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more, or any commercial tort claim acquired by Borrower; and (kf) as soon as available, but in any event no later than ten (10) days prior to the beginning of Borrower’s next fiscal year, annual operating projections (including income statements, balance sheets and cash flow statements presented in a monthly format) approved by Borrower’s Board of Directors for the upcoming fiscal year, in form and substance reasonably satisfactory to Bank, and (g) such budgets, sales projections, operating plans, other financial information as Bank may reasonably requested by Bankrequest from time to time.

Appears in 3 contracts

Samples: Loan and Security Agreement (Backblaze, Inc.), Loan and Security Agreement (Backblaze, Inc.), Loan and Security Agreement (Backblaze, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with Borrowers shall deliver the following: following to Bank: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than in any event within thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date and a deferred revenue report; (b) as soon as available, but in a form acceptable to Bank (the “Monthly Financial Statements”); (d) any event within thirty (30) days after the last day end of each month calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement covering Borrowers’ operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer, together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as Officer in substantially the form 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; Exhibit D hereto; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fc) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrowers’ fiscal year, audited consolidated financial statements of Borrowers 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; (d) as soon as available, but in any event no later than seven the earlier to occur of thirty (730) days after following the beginning of each fiscal year or the date of approval by the Board such Borrowers’ board of Directorsdirectors, (A) an annual operating budgets budget and financial projections (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following such fiscal year, commensurate presented in a monthly format, approved by Borrowers’ board of directors, and in a form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) 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 in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31each, 2012a “Financial Plan”), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; ; (he) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by a Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (jf) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against a Borrower or any of its Subsidiaries Subsidiary that could 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 and (kg) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested by Bankrequest from time to time.

Appears in 2 contracts

Samples: Loan and Security Agreement (Tabula Rasa HealthCare, Inc.), Loan and Security Agreement (Tabula Rasa HealthCare, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with Borrowers shall deliver to Agent and the following: (a) a Transaction Report (and any schedules related thereto), Lenders: (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each calendar month, a GAAP compliant (other than with respect to the footnote disclosure and absence of year end audit adjustments) company prepared consolidated balance sheet, income statement, and consolidating balance sheet statement of cash flows covering Borrowers’ operations during such period, in a form reasonably acceptable to Agent and income statement covering Borrower’s consolidated the Required Lenders and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank Officer; (the “Monthly Financial Statements”); (d) 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fii) as soon as available, but no later than seven (7) in any event within 90 days after approval the end of each calendar quarter, a GAAP compliant company prepared consolidated and consolidating balance sheet, income statement, and statement of cash flows covering Borrowers’ operations during such period, in a form reasonably acceptable to Agent and the Required Lenders and certified by the Board of Directors, a Responsible Officer; (Aiii) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As as soon as available, but no later than one hundred eighty (180) in any event within 180 days after the last day end of Borrower’s Borrowers’ fiscal year, or, with respect to fiscal year 2013 only, February 15, 2014, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrowers prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion which is either unqualified, qualified only for going concern so long as Parent’s investors provide additional equity as needed, qualified as to the scheduled maturity of the Credit Extensions occurring within one year from the date such opinion is delivered or otherwise consented to in writing by Agent and the Required Lenders on the such financial statements from an independent certified public accounting firm acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) 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; (i) 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; (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 aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bank.

Appears in 2 contracts

Samples: Loan and Security Agreement (Asante Solutions, Inc.), Loan and Security Agreement (Asante Solutions, Inc.)

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (ai) a Transaction Report (and any schedules related thereto), (i) in weekly and at the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end time of each month and (ii) in all other casesrequest for an Advance; provided, on however, during a weekly basis; (b) Streamline Period, monthly within thirty (30) days after the end of each month; (ii) within fifteen (15) days after the end of each month (provided, however, during a Streamline Period, monthly 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 [omitted], (D) Borrower’s [omitted], (E) monthly Deferred Revenue report report, in form satisfactory acceptable to Bank in its sole discretion, but reasonable discretiongood faith business judgment; (ciii) as soon as available, but no later than and in any event within thirty (30) days after the last day end of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”)monthly unaudited financial statements; (div) within thirty (30) days after the last day end of each month and together with the Monthly Financial Statements, a duly completed 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; (ev) Within [omitted]; (vi) within thirty (30) days after prior to the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board fiscal year of DirectorsBorrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Borrower, and (B) Board approved annual financial projections for the following fiscal year, commensurate in form and substance with those provided to year (on a quarterly basis) as approved by Borrower’s venture capital investors (it being understood that board of directors, together with any related business forecasts used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012);preparation of such annual financial projections; and (gvii) As as soon as available, but no later than one hundred eighty (180) and in any event within 120 days after following the last day end of Borrower’s 's fiscal year, audited consolidated and consolidating annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion on the financial statements from an without a “going concern” qualification of, independent certified public accounting firm accountants acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower;good faith business judgment. (hb) in the event At all times that Borrower becomes is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended (or other similar requirements of the Toronto Stock Exchange), within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q 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 8-K filed with the SECSecurities and Exchange Commission (or other similar reports filed with the Canadian equivalent of the Securities and Exchange Commission) 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, thereto on Borrower’s or another website on the Internet at Borrower’s website address;Internet. (c) Prompt written notice of (i) within five any material change in the composition of the intellectual property, (5ii) days the registration of deliveryany copyright, copies including any subsequent ownership right of all statements, reports and notices made available to Borrower’s security holders Borrower in or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending copyright, patent 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 trademark not shown in the aggregateIP Security Agreement, Two Hundred Fifty Thousand Dollars or ($250,000iii) or more; and (k) other financial information reasonably requested by BankBorrower’s knowledge of an event that materially adversely affects the value of the intellectual property.

Appears in 2 contracts

Samples: Loan and Security Agreement (Energy & Power Solutions, Inc.), Loan and Security Agreement (Energy & Power Solutions, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with the following(a) Borrower shall deliver to Bank: (a) a Transaction Report (and any schedules related thereto), (i) as soon as available, but in the any event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (b) within thirty (30) days after the end of each calendar month, (A) monthly accounts receivable agingsa company prepared consolidated balance sheet, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, income statement 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) cash flow statement covering Borrower’s Deferred Revenue report operations during such period, in a form satisfactory reasonably acceptable to Bank in its sole discretion, but reasonable discretionand certified by a Responsible Officer; (cii) as soon as available, but in any event within forty-five (45) days after the end of each calendar quarter, a company prepared consolidated and consolidating balance sheet, income statement and cash flow statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iii) as soon as available, but in any event within one hundred eighty (180) days after the end 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 (including no later than going concern comment or qualification except with respect to a lack of liquidity for the Borrower) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm of national recognized standing or otherwise reasonably acceptable to Bank; (iv) if applicable, copies of all material statements, reports and notices sent or made available generally by Borrower to its security holders generally or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (v) promptly upon receipt of notice thereof, a report of any legal actions pending or, to the Borrower’s knowledge, threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Seven Hundred Fifty Thousand Dollars ($750,000) or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems, if prepared; (vii) as soon as available, but in any event by February 28 of each year, Borrower’s financial and business projections and budget for such year, with evidence of approval thereof by Borrower’s Board of Directors, and any revisions of such projections approved by Borrower’s Board of Directors shall be delivered to Bank within thirty (30) days after such approval; (viii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (ix) within forty-five (45) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that 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 Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any intellectual property security agreement (the “Intellectual Property Report”); (x) within forty-five (45) days of the last day of each fiscal quarter, a report of SaaS metrics, including Borrower’s monthly recurring revenue as of the last day of each month, together with the information and computations used by Borrower to prepare such report in form and substance satisfactory to Bank; (xi) within thirty (30) days after the last day of each month, a company prepared consolidated aged listings by invoice date of accounts receivable and consolidating balance sheet accounts payable, and income statement covering at such time as the Revolving Line is available to Borrower’s consolidated and consolidating 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 each month and together with the Monthly Financial Statements, a duly completed Compliance Borrowing Base Certificate signed by a Responsible Officer, certifying that as Officer in substantially the form 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 checksExhibit C hereto; (exii) Within thirty (30) days after the last day of each month, deliver to Bank with the monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) financial statements a Compliance Certificate certified as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto; and (xiii) Promptly (and in any event within three (3) Business Days) upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (b) Bank shall have a right from time to time hereafter to audit Borrower’s fiscal yearAccounts and appraise Collateral at Borrower’s expense, audited consolidated provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and consolidating financial statements prepared under GAAPis continuing. (c) Borrower may deliver to Bank on an electronic basis any certificates, consistently appliedreports or information required pursuant to this Section 6.2, together with an unqualified opinion and Bank shall be entitled to rely on the financial statements from an independent certified public accounting firm acceptable information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31by U.S. Mail, 2012)reputable overnight courier service, providedhand delivery, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act facsimile or .pdf file within five (5) days Business 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 submission of the functions 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 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; (i) 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; (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 aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by BankResponsible Officer.

Appears in 2 contracts

Samples: Loan and Security Agreement (CS Disco, Inc.), Loan and Security Agreement (CS Disco, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), Borrower shall deliver to Lender: (i) as soon as available, but in the any event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) days after the last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated operations during such period, in a form reasonably acceptable to Lender and consolidating operations for such month certified by a Responsible Officer Officer; (ii) as soon as available, but in any event within forty-five (45) days after the end of each calendar quarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank Lender and certified by a Responsible Officer; (iii) as soon as available, but in any event within one hundred eighty (180) days after the “Monthly Financial Statements”); end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (dother than for a going concern comment or qualification related solely to Borrower not having sufficient cash or financial resources to support 12 months of operation) within or otherwise consented to in writing by Lender on such financial statements of an independent certified public accounting firm reasonably acceptable to Lender; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (v) promptly upon receipt of notice thereof, a 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 One Hundred Thousand Dollars ($100,000) or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (vii) as soon as available, but in any event not later than thirty (30) days after from Borrower’s fiscal year end, Borrower’s financial and business projections and budget for the last day immediately following year, with evidence of each month approval thereof by Borrower’s board of directors; and together with (viii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that ordinary course of business 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 Lender may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;request from time to time. (ea) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank Lender with the monthly recurring revenue roll forward reports, including new monthly revenues added financial statements a Compliance and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) Collateral Certificate certified as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto. (b) Immediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (c) Lender shall have a right from time to time hereafter to audit Borrower’s fiscal yearAccounts and appraise Collateral at Borrower’s expense, audited consolidated provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and consolidating financial statements prepared under GAAPis continuing. The audit cost per annum (absent an Event of Default) shall not exceed $10,000. Borrower may deliver to Lender on an electronic basis any certificates, consistently appliedreports or information required pursuant to this Section 6.2, together with an unqualified opinion and Lender shall be entitled to rely on the financial statements from an independent certified public accounting firm acceptable to Bank information contained in its reasonable discretion (it being understood the electronic files, provided that Lender in good faith believes that the audited financial statements for the 2010 fiscal year are expected files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to be received not later than January 31Lender by U.S. Mail, 2012)reputable overnight courier service, providedhand delivery, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act facsimile or .pdf file within five (5) days Business 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 submission of the functions unsigned electronic copy the certification of monthly financial statements, and the Compliance and Collateral Certificate, each bearing the physical signature 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; (i) 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; (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 aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by BankResponsible Officer.

Appears in 2 contracts

Samples: Loan and Security Agreement (Roka BioScience, Inc.), Loan and Security Agreement (Roka BioScience, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), Deliver to Agent: (i) as soon as practicable (and in the any event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30within 30 days) days after the end of each of the first two months of each quarter, unaudited interim and year-to-date financial statements as of the end of such month (prepared on a consolidated and consolidating basis, if applicable), including balance sheet and related statements of income and cash flows accompanied by a report detailing any material contingencies (including the commencement of any material litigation by or against Borrower) or any other occurrence that would reasonably be expected to have a Material Adverse Effect, all certified by Borrower’s Chief Executive Officer, Chief Financial Officer or Corporate Controller to the effect that they have been prepared in accordance with GAAP, except (A) for the absence of footnotes, (B) that they are subject to normal year end or quarter end adjustments, and (C) they do not contain certain non-cash items that are customarily included in quarterly and annual financial statements; (ii) as soon as practicable (and in all other cases, on a weekly basis; (bany event within 45 days) within thirty (30) days after the end of each monthcalendar quarter, unaudited interim and year-to-date financial statements as of the end of such quarter (prepared on a consolidated and consolidating basis, if applicable), including balance sheet and related statements of income and cash flows accompanied by a report detailing any material contingencies (including the commencement of any material litigation by or against Borrower) or any other occurrence that would reasonably be expected to have a Material Adverse Effect, all certified by Borrower’s Chief Executive Officer, Chief Financial Officer or Corporate Controller to the effect that they have been prepared in accordance with GAAP, except (A) monthly accounts receivable agings, aged by invoice datefor the absence of footnotes, (B) monthly accounts payable agings, aged by invoice datethat they are subject to normal year end adjustments, and outstanding or held check registers, if any, (C) monthly reconciliations of accounts receivable agings they do not contain certain non-cash items that are customarily included in quarterly and annual financial statements; (aged by invoice date), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (ciii) 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 Borrower’s consolidated and consolidating 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 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty twenty (180120) 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 acceptable to Bank Agent in its reasonable discretion discretion; (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not iv) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than January 31, 2012), provided, howeverthirty (30) days after the last day of Borrower’s fiscal year, Borrower’s unqualified opinion on financial statements may contain a qualification projections for current fiscal year as to going concern typical for venture backed companies similar to approved by Borrower; ’s Board of Directors; (hv) 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 reports on Form 10-K, 10-Q 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 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on Borrower’s or another website on the Internet at Borrower’s website address; Internet; (ivi) 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; (j) 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, individually or in the aggregate, Two Hundred of Fifty Thousand Dollars ($250,00050,000) or moremore or could result in a Material Adverse Change; and and (kvii) budgets, sales projections, operating plans and other financial information reasonably requested by BankAgent. (b) Within thirty (30) days after the last day of each of the first two months of each quarter and within forty five (45) days after the last day of each calendar quarter, deliver to Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer. The executed Compliance Certificate may be sent via facsimile to Agent at (000) 000-0000 or via e-mail to xxxxxxx@xxxxxxxxxxxx.xxx. All financial statements required to be delivered pursuant to clause (a) above shall be sent via e-mail to xxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxx.xxx with a copy to xxxxxxx@xxxxxxxxxxxx.xxx provided, that if e-mail is not available or sending such financial statements via e-mail is not possible, they shall be sent via facsimile to Agent at: (000) 000-0000, attention Chief Credit 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, Agent and Lenders to visit and inspect any 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 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 shall be conducted at Borrower’s expense no more often than once every twelve (12) months unless a Default or Event of Default has occurred and is continuing. (d) Deliver to Agent an updated Schedule 5.12

Appears in 2 contracts

Samples: Loan and Security Agreement (Nupathe Inc.), Loan and Security Agreement (Nupathe Inc.)

Financial Statements, Reports, Certificates. Provide Bank with Other Notices and Information. Deliver the followingfollowing to Bank: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than within thirty (30) days after the end last day of each month month, aged listings of accounts receivable and (ii) accounts payable, together with a deferred revenue listing and a Borrowing Base Certificate signed by a Responsible Officer in all other cases, on a weekly basissubstantially the form of Exhibit C hereto; (b) as soon as available, but in any event within thirty (30) days after the end of each month, (A) monthly accounts receivable agingsa Borrower prepared consolidated balance sheet, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateincome, 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) cash flow statement covering such Borrower’s Deferred Revenue report consolidated operations during such month, prepared in accordance with GAAP, consistently applied, in a form satisfactory acceptable to Bank along with a Compliance Certificate signed by a Responsible Officer in its sole discretion, but reasonable discretionsubstantially the form of Exhibit D hereto; (c) as soon as available, but no later than in any event within one hundred twenty (120) days after the end of such Borrowers’ fiscal year, audited consolidated financial statements of such 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; (d) as a condition to requesting an Advance, and for each month thereafter, as soon as available, but in any event within thirty (30) days after the last day of each month, a company prepared consolidated Borrowing Base Certificate and consolidating balance sheet accounts receivable and income statement covering Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”)payable agings; (de) 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, bank statements for any bank in which Borrower was in full compliance with all maintains an account outside 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 checksBank; (ef) Within within thirty (30) days after the last day of such Borrower’s fiscal year, a contact and address list in form and substance reasonably acceptable to Bank; (g) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (h) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against such Borrower or any Subsidiary that could result in damages or costs to such Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000) or more, or any commercial tort claim (as defined in the Code) acquired by such Borrower; (i) as soon as available, but in any event no later than the earlier of (i) sixty (60) days after the end of each monthfiscal year and (b) ten (10) days of approval by such Borrower’s board of directors, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics annual operating projections (including Monthly Recurring Revenue income statements, balance sheets and Churn Rate reports cash flow statements presented in a monthly format) for both U.S. and UK operations) the upcoming fiscal year, approved by such Borrower’s board of directors, which shall be in form and substance reasonably satisfactory to Bank; (fj) as soon as availablesuch budgets, but no later than seven (7) days after approval by sales projections, operating plans, other financial information including information related to the Board verification of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to such Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected Accounts as Bank may reasonably request from time to be received not later than January 31, 2012); (g) 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 acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) 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; (i) 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; (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 aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or moretime; and (k) other financial information promptly (and in any event within three (3) Business Days) upon such Borrower becoming aware of the existence of any Event of Default or event described in Section 8 which, with the giving of notice or passage of time, or both, would constitute an Event of Default, such Borrower shall give written notice to Bank of such occurrence, which such notice shall include a reasonably requested by Bankdetailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

Appears in 2 contracts

Samples: Loan and Security Agreement (Journey Medical Corp), Loan and Security Agreement (Journey Medical Corp)

Financial Statements, Reports, Certificates. Provide Bank with the following: Deliver or cause to be delivered, to Banks: (a) a Transaction Report as soon as available, but in any event within ninety (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (3090) days after the end of each month fiscal year of Borrower, consolidated and (ii) separate financial statements including a balance sheet, income statement, and statement of cash flow of Borrower and its Subsidiaries or Affiliates during such period, prepared and audited by a certified public accounting firm whose identity is approved in all other cases, on a weekly basis; advance by Banks; (b) as soon as available, but in any event within thirty ninety (3090) days after the end of each monthfiscal quarter of Borrower, (A) monthly accounts receivable agingsconsolidated and separate financial statements of Borrower and its Subsidiaries or Affiliates, aged prepared by invoice date, (B) monthly accounts payable agings, aged Borrower or by invoice date, and outstanding or held check registers, if any, (C) monthly reconciliations of accounts receivable agings (aged a certified public accountant firm whose identity is approved in advance by invoice date), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; Banks; (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 Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) any event within thirty (30) days after prior to the last day commencement of each month fiscal year of Borrower, an annual financial projection for such succeeding fiscal year, including a balance sheet, income statement, and together with the Monthly Financial Statementsstatement of cash flow of Borrower and its Subsidiaries, a duly completed Compliance Certificate signed or Affiliates during such period, prepared by Borrower or by a Responsible Officer, certifying that as of the end of such month, Borrower was certified public accounting firm whose identity is approved 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; advance by Banks; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fd) as soon as available, but no later than seven in any event within fifteen (715) days after approval by filing with the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) 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 acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act within five (5) days of filingCommission, copies of all periodic and other reports, proxy statements and other materials filed filings made by Borrower under the Securities Act of 1934 and the regulations and rules promulgated thereunder, in electronic and paper form. Each of the items in subsections (a) through (d), inclusive, above shall be accompanied by a certificate, without any qualifications, by such accountants or by Borrower (as applicable to the each document) to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Banks stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants’ letter to management. In addition to the financial statements referred to above, Borrower agrees to deliver to Banks, within the specified time periods, financial statements prepared on a consolidated basis so as to present Borrower and each of Borrower’s Subsidiaries or Affiliates on a consolidated basis, and each such related entity separately. Each quarter, together with the SECfinancial statements provided pursuant to this Section 6.3, any Governmental Authority succeeding Borrower shall deliver to any Banks a Compliance Certificate signed by its chief financial officer to the effect that: (i) all financial statements delivered 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 caused to be delivered pursuant to Banks hereunder have been prepared in accordance with GAAP (except, in the terms hereof case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent any that such documents are included representations and warranties relate solely to an earlier date), (iii) Borrower is in materials otherwise filed compliance at the end of such period with the SECapplicable financial covenants contained in Section 7.19 (and demonstrating such compliance in reasonable detail), and (iv) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts of delivery of such documentscertificate to Banks there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or provides a link (iii), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Banks and to release to Banks whatever financial information concerning Borrower that Banks may request. Borrower hereby irrevocably authorizes and directs all auditors, on Borrower’s website on the Internet accountants, or other third parties to deliver to Banks, at Borrower’s website address; (i) within five (5) days of deliveryexpense, copies of all Borrower’s financial statements, reports papers related thereto, and notices made available other accounting records of any nature in their possession, and to disclose to Banks any information they may at any time have regarding Borrower’s security holders or 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 aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other business affairs and financial information reasonably requested by Bankconditions.

Appears in 2 contracts

Samples: Loan Agreement (Prospect Acquisition Corp), Loan Agreement (Prospect Acquisition Corp)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), Scynexis shall deliver to Sanofi: (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each calendar month, a company prepared consolidated and consolidating balance sheet sheet, income statement, and income statement of cash flows covering BorrowerScynexis’s consolidated operations during such period, in a form and consolidating operations for such month substance reasonably acceptable to Sanofi and certified by a Responsible Officer and in a form acceptable to Bank Officer; (the “Monthly Financial Statements”); ii) (d) 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fa) as soon as available, but no later than seven in any event within 45 days of the end of each fiscal quarter the consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of Scynexis and its subsidiaries as of the end of and for such fiscal quarter, each prepared in accordance with GAAP, and (7b) days after approval in the case of the financial statements referred to in the foregoing clause (a), a certification by the Board chief financial officer of DirectorsScynexis to the effect that such consolidated financial statements present fairly in all material respects the financial conditions and results of operations of Scynexis and its subsidiaries on a consolidated basis in accordance with GAAP, consistently applied (subject to normal year-end adjustments); (iii) as applicable, (Aa) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As as soon as available, but no later than one hundred eighty in any event within 60 days of the end of each fiscal semi-annual period the consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of Scynexis and its subsidiaries as of the end of and for such fiscal semi-annual period, each prepared in accordance with GAAP, and (180b) in the case of the financial statements referred to in the foregoing clause (a), a certification by the chief financial officer of Scynexis to the effect that such consolidated financial statements present fairly in all material respects the financial conditions and results of operations of Scynexis and its subsidiaries on a consolidated basis in accordance with GAAP, consistently applied (subject to normal year-end adjustments); (iv) as soon as available, but in any event within 150 days after the last day end of BorrowerScynexis’s fiscal year, audited consolidated and consolidating financial statements of Scynexis prepared under GAAPin accordance with generally acceptable accounting principles, consistently applied; (v) an annual budget, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received approved by Scynexis’s Board of Directors, as soon as available but not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; 15 days after the beginning of each fiscal year of Scynexis during the term of this Agreement; (hvi) 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; (i) within five (5) days of deliveryapplicable, copies of all statements, reports and notices sent or made available to Borrower’s security holders or by Scynexis to any holders of Subordinated Debt; ; (jvii) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower Scynexis or any of its Subsidiaries subsidiary that could reasonably be expected to result in damages or costs to Borrower Scynexis or any subsidiary of its Subsidiaries of, individually or $300,000 in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) aggregate or more; and (kviii) promptly upon receipt, each management letter prepared by Scynexis’s independent certified public accounting firm regarding Scynexis’s management control systems; and (ix) such budgets, sales projections, operating plans or other financial information generally prepared by Scynexis in the ordinary course of business as Sanofi may reasonably requested request from time to time. a. In addition, Scynexis shall also furnish to Sanofi any other material information pertaining to: (i) the financial condition or prospects of Scynexis; (ii) the ability of Scynexis to service the HSBC credit under the Facility as amended from time to time; (iii) the terms of the Credit Agreement; (iv) the Collateral (as defined in the Security Agreement) granted to Sanofi by Bankthe Security Agreement; (v) the terms of the Security Agreement, (vi) the terms of the Guarantee, or (vii) any change in the status of items (i)-(vi) above. b. At the same time as the financial statements required above for Scynexis are delivered, Scynexis shall deliver to Sanofi a certificate signed by Scynexis’ chief financial officer to the effect that, with reference to the circumstances and facts then prevailing, no GEA EOD (as defined below), no Event of Default as defined in Section 12 of the Security Agreement, no failure to comply with the terms of the Addendum thereof dated 9 April 2010, no Event of Default as defined in Section 7 of the Amended Facility, and no event which, with the giving of notice or the lapse of time, or both, would constitute such an event of default, has occurred and is continuing (any such event of default or default, a “Credit Event”). c. As soon as possible, and in any event within three (3) calendar days after becoming aware of the occurrence of a Credit Event, Scynexis shall deliver to Sanofi a written statement of a Responsible Officer satisfactory to Sanofi setting forth details of the Credit Event, and the action which Scynexis has taken or proposes to take with respect thereto.

Appears in 2 contracts

Samples: Guarantee Extension Agreement (Scynexis Inc), Guarantee Extension Agreement (Scynexis Inc)

Financial Statements, Reports, Certificates. Provide Bank with Deliver to the followingLender: (a) a Transaction Report (and as soon as available, but in any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) within 50 days after the end of each month of Borrower’s fiscal quarters (other than the fourth fiscal quarter), (i) an unaudited consolidated balance sheet, income statement, and statement of cash flow covering Borrower and its Subsidiaries’ operations during such period, and (ii) in all other cases, on a weekly basis;Compliance Certificate, (b) as soon as available, but in any event within thirty (30) 90 days after the end of each monthof Borrower’s fiscal years, (i) Consolidated financial statements of Borrower and its Subsidiaries for each such fiscal year, audited by an Approved Accounting Firm and certified, without any qualifications, (including any (A) monthly accounts receivable agings“going concern” or like qualification or exception, aged by invoice date, or (B) monthly accounts payable agingsqualification or exception as to the scope of such audit), aged by invoice datesuch accountants (other than with respect to the Consolidated nature of such financial statements) to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and outstanding or held check registersstatement of cash flow and, if anyprepared, such accountants’ letter to management), (Cii) monthly reconciliations of accounts receivable agings (aged by invoice date)a Compliance Certificate, transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion;and (c) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each monthmonth (other than a month that is the end of one of Borrower’s fiscal quarters), a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”)Compliance Certificate; (d) promptly, but in any event within thirty (30) 5 days after the last day any Credit Party has knowledge of each month any event or condition that constitutes a Default or an Event of Default, notice thereof and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as statement of the end of such month, curative action that Borrower was in full compliance proposes to take 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;respect thereto, (e) Within thirty (30) promptly after the commencement thereof, but in any event within 5 days after the last day service of each monthprocess with respect thereto on any Credit Party, deliver notice of all actions, suits, or proceedings brought by or against any Credit Party before any Governmental Authority in which there is a reasonable probability of an adverse decision which, if determined adversely to Bank monthly recurring revenue roll forward reportssuch Credit Party or such Subsidiary, including new monthly revenues added and revenues lost for each monthreasonably could be expected to result in a Material Adverse Change, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank;and (f) as soon as availableupon the request of the Lender, but no later than seven (7) days after approval by any other information reasonably requested relating to the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) 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 Collateral or the financial statements from an independent certified public accounting firm acceptable to Bank in condition of Borrower or its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) 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 beSubsidiaries. Documents required to be delivered pursuant to the terms hereof Section 6.2(a) or (to the extent any such documents are included in materials otherwise filed with the SECb) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower files such documents with the SEC and such documents are publicly available on the SEC’s XXXXX filing system or any successor thereto, or (ii) on which the Borrower posts such documents, or provides a link thereto, thereto on the Borrower’s website on the Internet at Borrower’s website address; (i) 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; (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 aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bankwebsite.

Appears in 2 contracts

Samples: Loan and Security Agreement (Atlanticus Holdings Corp), Loan and Security Agreement (Atlanticus Holdings Corp)

Financial Statements, Reports, Certificates. Provide Bank with Borrower shall deliver the followingfollowing to Bank: (a) a Transaction Report within fifteen (and any schedules related thereto)15) days after the last day of each month, (i) in the event that Borrower is Streamline Eligible aged listings of accounts receivable and provided no Event of Default has occurred and is continuingaccounts payable, no later than thirty (30) days after the end of each month and (ii) a sales journal, (iii) a collections journal, (iv) an inventory listing, (v) a deferred revenue listing, if applicable, and (vi) a Borrowing Base Certificate signed by a Responsible Officer in all other cases, on a weekly basissubstantially the form of Exhibit C hereto; (b) as soon as available, but in any event within thirty (30) days after the end of each month, (A) monthly accounts receivable agingsa Borrower prepared consolidated balance sheet, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateincome statement, 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) cash flow statement covering Borrower’s Deferred Revenue report consolidated operations during such month, prepared in accordance with GAAP, consistently applied, in a form satisfactory acceptable to Bank along with a Compliance Certificate signed by a Responsible Officer in its sole discretion, but reasonable discretionsubstantially the form of Exhibit D hereto; (c) as soon as available, but no later than thirty in any event within one hundred fifty (30150) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating 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 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) 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 of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to BorrowerBank; (hd) as soon as available, but in the any event that Borrower becomes subject to the reporting requirements under the Exchange Act within five fifteen (515) days of after 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 addresstax returns, with schedules, prepared by an independent certified public accounting firm reasonably acceptable to Bank; (ie) within five as soon as available, but in any event no later than January 31 of each year, annual operating projections (5including income statements, balance sheets and cash flow statements presented in a monthly format) days for such fiscal year, approved by Borrower’s board of deliverydirectors, and in form and substance reasonably satisfactory to Bank (each, a “Financial Plan”); (f) copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated DebtDebt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (jg) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,00050,000) or more, or any commercial tort claim (as defined in the Code) acquired by Borrower; (h) such budgets, sales projections, operating plans, other financial information including information related to the verification of Borrower’s Accounts as Bank may reasonably request from time to time; and (ki) other financial information promptly (and in any event within three (3) Business Days) upon Borrower becoming aware of the existence of any Event of Default or event described in Section 8 (including Section 8.6) which, with the giving of notice or passage of time, or both, would constitute an Event of Default, Borrower shall give written notice to Bank of such occurrence, which such notice shall include a reasonably requested by Bankdetailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

Appears in 2 contracts

Samples: Loan and Security Agreement (MR2 Group, Inc.), Loan Agreement (MR2 Group, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Borrowing Base Report (and any schedules related thereto), thereto and including any other information reasonably requested by Bank with respect to Borrower’s Accounts) (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuingupon each request for an Advance, no later than (ii) within thirty (30) days after the end last day of each month month, and (iiiii) at Bank’s option in all other casesits sole discretion while there are outstanding Advances, on a weekly basiswithin five (5) days after the last day of each week; (b) within thirty (30) days after the end last day of each month, (Ai) monthly accounts receivable agings, aged by invoice date, (Bii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (Ciii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports reports, and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company company-prepared consolidated and consolidating balance sheet and income statement (including, without limitation, a profit and loss statement) covering Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank in its reasonable discretion (the “Monthly Financial Statements”); (d) 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, 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 may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within thirty as soon as available but no later than sixty (3060) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each monthfiscal year of Borrower, and SaaS metrics within thirty (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (730) days after approval by the Board of Directorsany updates or amendments thereto, (A1) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Borrower, and (B2) Board approved annual financial projections for the following upcoming fiscal yearyear (on a quarterly basis, commensurate in form and substance with those provided to that Borrower’s venture capital investors (it being understood that revenue schedule is prepared on a monthly basis), in each case as approved by the budgets and projections set forth Board, together with any related business forecasts used in this Section for the 2012 fiscal year are expected to be received not later than January 31preparation of such annual financial projections, 2012)prepared under GAAP; (gf) As commencing with the 2017 fiscal year (other than fiscal years for which the Board does not require Borrower to prepare audited financial statements), as soon as available, but no later than one and in any event within two hundred eighty seventy (180270) 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 acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later other than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; provided, however, for any fiscal year for which the Board does not require Borrower to prepare audited financial statements, Borrower shall instead deliver to Bank, as soon as available, but no later than thirty (30) days after the last day of Borrower’s fiscal year, a company- prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during such fiscal year certified by a Responsible Officer and in a form acceptable to Bank; (hg) 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 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 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; (ih) within five (5) days Business Days of delivery, copies of all material statements, reports and notices generally made available to Borrower’s security holders or to any holders of Subordinated Debt; (ji) 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 aggregate, Two Five Hundred Fifty Thousand Dollars ($250,000500,000) or more; and (kj) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank.

Appears in 2 contracts

Samples: Loan and Security Agreement (10x Genomics, Inc.), Loan and Security Agreement (10X Genomics, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (Deliver to Agent, with copies to each Lender, each of the financial statements, reports, and any schedules related thereto), other items set forth on Schedule 5.1 no later than the times specified therein. Parent agrees that it shall (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month not change its fiscal year and (ii) maintain a system of accounting that enables Parent to produce financial statements in all other cases, on a weekly basis;accordance with GAAP. (b) within thirty (30) days after Not later than 1:00 p.m. on the end last Business Day of each monthcalendar week, the Borrowers shall deliver to Agent and each Lender a report (Aeach, a “Weekly Report”) monthly accounts receivable agingssetting forth the actual cash flows for the immediately preceding calendar week with respect to each line item in the Approved Budget; provided, aged by invoice datethat each Weekly Report delivered during the week after a Test Date shall also set forth such cash flows for the Test Period most recently ended, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registerstogether with the percentage, if any, (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report which such actual cash flows for each line item exceeded or were less than the cash flows set forth in form satisfactory to Bank in its sole discretion, but reasonable discretion;the Approved Budget for such Test Period. (c) as As soon as available, but no available and in any event not later than thirty (30) days after the last day Business Day of each monthcalendar week, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and an update to the Approved Budget then in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statementseffect, 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 shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as availablethe Required Lenders, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the subsequent 13-week period following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors such Business Day (it being understood that such update to the budgets and projections set forth Approved Budget then in this Section for effect shall contain no differences to the 2012 fiscal year are expected to be received not later than January 31, 2012subsequent 12-week period from the Approved Budget then in effect); (g) 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 acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), ; provided, however, Borrower’s unqualified opinion that commencing with the last Business Day of the fourth full calendar week after the Closing Date and on financial statements every the last Business Day of the fourth calendar week thereafter, the Borrower may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject provide an update to the reporting requirements under Approved Budget then in effect which reforecasts the Exchange Act within five subsequent 13-week period), which proposed updated reforecasted budget (5once approved by the Required Lenders) days shall be deemed the Approved Budget then in effect; provided, that no approval of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower the Required Lenders shall be required with the SEC, any Governmental Authority succeeding respect 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 proposed update to the terms hereof (Approved Budget 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 previously approved line items therein remain unchanged for 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; (i) 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; (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 same period set forth in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by BankApproved Budget then in effect.

Appears in 2 contracts

Samples: Senior Secured Superpriority Debtor in Possession Term Loan Agreement (Colt Finance Corp.), Term Loan Agreement (Colt Finance Corp.)

Financial Statements, Reports, Certificates. Provide Bank with the following: Deliver to Foothill: (a) a Transaction Report (and as soon as available, but in any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) within 30 days after the end of each month of the first, second, fourth, fifth, seventh, eighth, tenth, and eleventh months during each of the Obligors' fiscal years, a company prepared balance sheet, income statement, and statement of cash flow covering the Obligors' operations (iiincluding the overall radio network of the Obligors) in all other cases, on a weekly basis; during such period; (b) as soon as available, but in any event within thirty (30) 45 days after the end of each monthof the third, (A) monthly accounts receivable agingssixth, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateninth, and outstanding or held check registerstwelfth months during each of the Obligors' fiscal years, if anya company prepared balance sheet, (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports and general ledgerincome statement, and statement of cash flow covering the Obligors' operations (Dincluding the overall radio network of the Obligors) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; for the fiscal quarter then ended; and (c) as soon as available, but no later than thirty (30) in any event within 90 days after the last day end of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating 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 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 monthObligors' fiscal years, Borrower was in full compliance with all financial statements 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost Obligors for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s such fiscal year, audited consolidated by independent certified public accountants reasonably acceptable to Foothill and consolidating certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow on a per Communications System basis as well as on the basis of the overall radio network of the Obligors, and, if prepared, such accountants' letter to management. In addition to the financial statements referred to above, Borrower agrees to deliver balance sheet information in form reasonably acceptable to Foothill and prepared on a consolidating, per Obligor basis AND per Communications System basis, so as to present Borrower and each such related entity separately and to present each Communications System separately, and financial statements prepared under GAAPon a consolidated basis. Together with the above, consistently appliedBorrower also shall deliver to Foothill Borrower's Form 10-Q Quarterly Reports, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31Form 10-K Annual Reports, 2012)and Form 8-K Current Reports, provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) 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 any other reports, proxy statements and other materials filed filings made by Borrower with the SECSecurities and Exchange Commission, if any, as soon as the same are filed, or any Governmental Authority succeeding other information that is provided by Borrower to its securitiesholders, and any other report reasonably requested by Foothill relating to the financial condition of Borrower or all any of the functions of other Obligors. Each month, together with the SEC financial statements provided pursuant to SECTION 6.3(a) or with any national securities exchange, or distributed to its shareholdersSECTION 6.3(b), as the case may be. Documents required , Borrower shall deliver to Foothill a certificate signed by its chief financial officer to the effect that: (i) all financial statements delivered or caused to be delivered pursuant to Foothill hereunder have been prepared in accordance with GAAP (except, in the terms hereof case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and fairly present the financial condition of Borrower, its Subsidiaries, and each of their respective Communications Systems, (ii) the representations and warranties of the Obligors contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent any that such documents are included in materials otherwise filed with the SECrepresentations and warranties relate solely to an earlier date), (iii) may be delivered electronically and if so delivered, shall be deemed to have been delivered on for each month that also is the date on which Borrower posts a financial covenant in SECTION 7.20 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such documentsperiod with the applicable financial covenants contained in SECTION 7.20, and (iv) on the date of delivery of such certificate to Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or provides (iii), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action the relevant Obligor has taken, is taking, or proposes to take with respect thereto). Borrower (and, if required, each of the other Obligors) shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Foothill and to release to Foothill whatever financial information concerning the Obligors that Foothill may request. Borrower hereby irrevocably authorizes and directs (and hereby agrees to cause promptly each of the other Obligors to irrevocably authorize and direct, and, by its execution and delivery of the Guaranty or a link joinder thereto, on Borrower’s website on each of the Internet Guarantors hereby irrevocably authorizes and directs) all auditors, accountants, or other third parties to deliver to Foothill, at Borrower’s website address; (i) within five (5) days of delivery's expense, copies of all the Obligors' financial statements, reports papers related thereto, and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report other accounting records of any legal actions pending nature in their possession, and to disclose to Foothill any information they may have regarding the Obligors' business affairs and financial conditions. Deliver to Foothill not less than 10 Business Days prior to the closing of any proposed Permitted Acquisition each of the following (a) a detailed description of the assets or threatened stock that are the subject of such proposed Permitted Acquisition, (b) a term sheet or other description setting forth the essential terms and basic structure of the proposed Permitted Acquisition (including, purchase consideration and method and structure of payment; in writing against this regard, if the purchase price includes a seller note, non-compete agreement, or other right to payment, Borrower shall detail the economic terms thereof), (c) projected statements of income for the Person or any assets that are proposed to be acquired for at least a 1 year period following such proposed Permitted Acquisition (including a summary of its Subsidiaries that could result assumptions or PRO FORMA adjustments for such projections), and (d) a sources and uses calculation showing the proposed amount of Indebtedness, if any, to be utilized in damages or costs to Borrower or any connection with the consummation of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bankproposed Permitted Acquisition.

Appears in 2 contracts

Samples: Loan and Security Agreement (Childrens Broadcasting Corp), Loan and Security Agreement (Childrens Broadcasting Corp)

Financial Statements, Reports, Certificates. Provide Bank with Borrowers shall deliver the following: following to Bank: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than in any event within thirty (30) days after the last day of each month, a company prepared consolidated with aged listings of accounts receivable and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations accounts payable by invoice date, along with due date aging for such month certified by a Responsible Officer and export related accounts receivable; (b) as soon as available, but in a form acceptable to Bank (the “Monthly Financial Statements”); (d) any event 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, 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; (e) Within thirty (30) days after the last day of each month, deliver an EXIM Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto and a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) as soon as available, but in any event within forty five (45) days after the end of each calendar quarter, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrowers’ consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank monthly recurring revenue roll forward reportsand certified by a Responsible Officer, including new monthly revenues added and revenues lost for together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (d) as soon as available, but in any event within one hundred eighty (180) days after the end of each monthBorrower’s fiscal year, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) audited consolidated financial statements of each Borrower prepared in form and substance accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably satisfactory acceptable to Bank; ; (e) as soon as available, but in any event within five (5) days of filing, Borrowers’ tax returns with schedules, prepared by an independent certified public accounting firm reasonably acceptable to Bank; (f) as soon as available, but in any event no later than seven (71) the earlier to occur of thirty (30) days after approval following the beginning of each fiscal year or the date of review by the Board such Borrower’s board of Directorsdirectors/managers, (A) an annual operating budgets budget and financial projections (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following such fiscal year, commensurate presented in a monthly format, reviewed by such Borrower’s board of directors/managers, and in form and substance with those provided acceptable to Borrower’s venture capital investors Bank (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31each, 2012a “Financial Plan”); ; (g) 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 acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by a Borrower to Borrower’s security holders its members or stockholders or to any holders of Subordinated Debt; Debt and, if applicable, all reports on Forms 10-Q and 10-K filed with the Securities and Exchange Commission (jacknowledging that Bank’s timely receipt of Borrower’s Form 10-Q and Form 10-K shall satisfy Borrower’s obligation to deliver financial statements under Section 6.3(c) prompt and Section 6.3(d), respectively); (h) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against a Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two One Hundred Fifty Twenty Five Thousand Dollars ($250,000125,000) or more; and (i) upon Bank’s request (but no more frequently than quarterly), a report of Borrowers’ adjusted EBITDA; (j) copies of any financial statements or other reporting with respect to the JV Entity when such is available; and (k) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested by Bankrequest from time to time.

Appears in 2 contracts

Samples: Loan and Security Agreement (Uni-Pixel), Loan and Security Agreement (Uni-Pixel)

Financial Statements, Reports, Certificates. Provide Bank with The Borrower shall deliver the followingfollowing to the Administrative Agent: (a) as soon as available, but in any event within forty-five (45) days after the last day of each calendar quarter, a Transaction Report company prepared consolidated balance sheet, income statement and cash flow statement covering the Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to the Administrative Agent and certified by a Responsible Officer; (and b) as soon as available, but in any schedules related thereto), event within forty-five (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (3045) days after the end of each month and (ii) in all other casescalendar quarter, on a weekly basis; (b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, an aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) monthly reconciliations listings of accounts receivable agings (aged and accounts payable by invoice date), transaction reports date and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretiona deferred revenue report; (c) as soon as available, but no later than thirty in any event within ninety (3090) days after the last day end of each month, a company prepared consolidated and consolidating balance sheet and income statement covering the Borrower’s fiscal year, audited consolidated and consolidating operations for financial statements of the Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such month certified by a Responsible Officer and in a form financial statements of an independent registered public accounting firm reasonably acceptable to Bank the Administrative Agent (it being understood and agreed that the “Monthly Financial Statements”independent registered public accounting firm of the Borrower as of the Closing Date is acceptable to the Administrative Agent); (d) 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but in any event no later than seven the earlier to occur of thirty (730) days after following the beginning of each fiscal year or the date of approval by the Board Borrower’s board of Directorsdirectors (or equivalent control group), (A) an annual operating budgets budget and financial projections (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following such fiscal year, commensurate presented in a monthly format, approved by the Borrower’s board of directors (or equivalent control group), and in a form and substance with those provided reasonably acceptable to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)Administrative Agent; (ge) 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 acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days Business Days of filing, copies of all periodic material statements, reports and other reportsnotices sent or made available generally by the Borrower to its security holders or to any holders of Subordinated Debt and, proxy statements if applicable, copies of the Form 10-K and other materials 10-Q 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 Securities and Exchange Commission; documents required to be delivered pursuant to the terms hereof clauses (a) and (b) above (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 the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet internet at the Borrower’s publically-available website address; (if) within five promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against the Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to the Borrower or any Subsidiary of Five Million Dollars (5$5,000,000) days of deliveryor more; and (g) such budgets, sales projections, operating plans or other financial information as the Administrative Agent may reasonably request from time to time. The Administrative Agent shall, promptly upon receipt, make available to the Lenders copies of all statements, reports and notices made available received from the Borrower pursuant to Borrower’s security holders or this Agreement. The Borrower shall deliver to any holders the Administrative Agent with the quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form 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 aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by BankExhibit C hereto.

Appears in 2 contracts

Samples: Loan and Security Agreement (TechTarget Inc), Loan and Security Agreement (TechTarget Inc)

Financial Statements, Reports, Certificates. Provide Bank with Borrower shall deliver the following: following to Bank: (a) a Transaction Report as soon as available, but in any event within forty-five (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (3045) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement (for months that are the last month of a fiscal quarter) covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP (except for the absence of footnotes and (ii) subject to year-end audit adjustments), consistently applied, in all other cases, on a weekly basis; form reasonably acceptable to Bank and certified by a Responsible Officer; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty in any event within one hundred eighty (30180) days after the last day end of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s fiscal year, audited consolidated and consolidating operations for financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such month financial statements of PricewaterhouseCoopers LLP or another independent certified by a Responsible Officer and in a form public accounting firm reasonably acceptable to Bank Bank; (c) copies of all statements, reports and notices sent or made WEST\291919990.7 available generally by Borrower to its security holders or to any holders of Subordinated Debt in their capacities as such and, if applicable, all reports on Forms 10-K and 10-Q filed with the “Monthly Financial Statements”); Securities and Exchange Commission; (d) within thirty (30) days after the last day promptly upon receipt of each month and together with the Monthly Financial Statementsnotice thereof, a duly completed Compliance Certificate signed by a Responsible Officer, certifying report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that as could reasonably be expected to result in damages or costs to Borrower or any Subsidiary 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; Five Hundred Thousand Dollars ($500,000) or more; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as availablemade available to Borrower’s board of directors, but no later than seven (7) days after approval in any event by the Board March 15 of Directorseach year, (Ai) annual operating budgets (including income statements, balance sheets and cash flow statements, by monthquarter) for the following upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (Bii) Board approved annual financial projections for the (x) current fiscal year as approved by Borrower’s board of directors and (y) following fiscal year, commensurate in form and substance with those provided to year as reviewed by Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day board of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applieddirectors, together with an unqualified opinion on any related business forecasts used in the preparation of such annual financial projections; and (f) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Notwithstanding the foregoing, financial statements from an independent certified public accounting firm acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) 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 reports required to be delivered pursuant to the terms hereof foregoing provisions of this Section 6.3 (to the extent any such documents are included in materials otherwise filed with the SECi) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Bank receives such reports from the Borrower posts through electronic mail and (ii) shall be deemed to be delivered on the date such documentsdocuments are filed for public availability on the Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System. Within forty-five (45) days after the last day of each fiscal quarter, or provides Borrower shall deliver to Bank a link theretocertificate signed by a Responsible Officer providing aged listings of accounts receivable and accounts payable, on and a KPI Report. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto. Bank shall have a right from time to time hereafter, upon reasonable prior notice, from time to time during Borrower’s website on the Internet usual business hours, to audit Borrower’s Accounts and appraise Collateral at Borrower’s website address; expense, provided that such audits will be conducted no more often than every twelve (i12) within five (5) days months unless an Event of delivery, copies of all statements, reports Default has occurred and notices made available to Borrower’s security holders or 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 aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bankis continuing.

Appears in 2 contracts

Samples: Loan and Security Agreement (Silk Road Medical Inc), Loan and Security Agreement (Silk Road Medical Inc)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) At all times while any Advances are outstanding, a Transaction Report (including sales, credit memos, collections journals, other Collateral adjustments, and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basisno later than Friday of each week (for the avoidance of doubt, no Transaction Report shall be required if no Advances are outstanding); (b) within 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 a Deferred Revenue report, if requested by invoice date), transaction reports and general ledgerBank, and (D) Borrower’s Deferred Revenue report monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in form satisfactory to accordance with GAAP) or such other inventory reports as are requested by Bank in its sole discretion, but reasonable discretiongood faith business judgment; (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 Borrower’s consolidated and consolidating 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 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, 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 may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board March 31 of Directors, (A) each calendar year annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, year as approved by Borrower’s board of directors and commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)investors; (gf) As as soon as available, but no later than and in any event within one hundred eighty (180) days after following the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, 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 (it being understood that notwithstanding the requirements of this Section 6.2(f) to the contrary, Borrower shall deliver to Bank the audited financial statements for the 2010 2013 fiscal year are expected to be received not no later than January December 31, 20122014), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (hg) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act Act, (i) Borrower’s annual report on form 10-K, as soon as available, and in any event within (A) one hundred eighty (180) days following the end of Borrower’s fiscal year or (B) in the event that Borrower has been granted an extension by the SEC with respect to any fiscal year of Borrower permitting the late filing by Borrower of any annual report on form 10-K, the earlier of (x) one hundred eighty (180) days following the end of Borrower’s fiscal year and (y) the last day of such extension period, (ii) Borrower’s quarterly reports on form 10-Q, as soon as available, and in any event within fifty (50) days following the end of each of the fiscal quarterly periods of each fiscal year of Borrower, and (iii) within five (5) days of filing, copies of all periodic (other than with respect to such reports delivered to Bank pursuant to these clauses (i) and (ii)) and other reports, proxy statements 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 ; provided, 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; As to any information contained in the materials furnished pursuant to this clause (g), Borrower shall not be required separately to furnish such information under clauses (c) and (f). (h) as soon as available, but no later than thirty (30) days after the last day of each month, monthly merchant services processing statements; (i) 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; (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 aggregate, Two One Hundred Fifty Thousand Dollars ($250,000150,000) or more; and (k) other financial information reasonably requested by Bank.

Appears in 2 contracts

Samples: Loan and Security Agreement (Roku, Inc), Loan and Security Agreement (Roku, Inc)

Financial Statements, Reports, Certificates. Provide Bank with the following(a) Deliver to each Lender: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (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 sheet, income statement and cash flow statement covering Borrower’s the consolidated operations of Borrower and consolidating operations its Subsidiaries for such month certified by a Responsible Officer as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP (except (i) that financial statements provided for periods prior to 2015 are not prepared in conformity with GAAP, and (ii) unaudited financial statements for periods from and after 2015 will not contain GAAP footnotes and will be subject to year-end adjustments; however such financial statements do fairly and accurately state all information regarding cash in accordance with GAAP), and in a form reasonably acceptable to Bank (the “Monthly Financial Statements”)Collateral Agent and each Lender; (d) 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fii) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal yearyear or within five (5) days of filing with the SEC, 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 Collateral Agent and each Lender in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), discretion; provided, however, that notwithstanding the foregoing, audited consolidated financial statements for Borrower’s unqualified opinion on financial statements fiscal year ended December 31, 2013 may contain a qualification as to going concern typical for venture backed companies similar to Borrowerbe delivered by, but no later than, March 31, 2015; (hiii) within seven (7) days after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of each of Borrower’s fiscal years, Borrower’s annual financial projections for the entire current fiscal year as approved by Borrower’s Board of Directors, which such annual financial projections shall be set forth in a quarterly format (such annual financial projections as originally delivered to Collateral Agent and the Lenders are referred to herein as the “Annual Projections”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available generally to Borrower’s security holders or 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, (vi) prompt notice (i) of any amendments of the Operating Documents of Borrower or any of its Subsidiaries and (ii) any material amendments or other material changes to the capitalization table of Borrower or any of its Subsidiaries, together with any copies reflecting such amendments or changes with respect thereto; (vii) prompt notice of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (viii) written notice to Collateral Agent and each Lender within ten (10) Business Days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or material agreement with respect to which Borrower or any Subsidiary is the licensee of Intellectual Property (other than open source, over-the-counter software, prepackaged software and other software that is commercially available to the public); (ix) as soon as available, but no later than thirty (30) days after the last day of each month, copies of all periodic and other reports, proxy the month-end account statements and other materials filed for each Collateral Account maintained by Borrower with or its Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the SECapplicable institution(s); and (x) other information as reasonably requested by Collateral Agent or any Lender. Notwithstanding the foregoing, 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 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 internet at Borrower’s website address;. (ib) within five Concurrently with the delivery of the financial statements specified in Section 6.2(a)(i) above but no later than thirty (530) days after the last day of deliveryeach month, copies deliver to each Lender, a duly completed Compliance Certificate signed by a Responsible Officer, and, upon request of any Lender, aged listings by invoice date of accounts receivable and accounts payable. (c) Keep proper books of record and account in accordance with GAAP in all material respects (except books of record and account for periods prior to 2015 may not be prepared in conformity with GAAP in all respects; however such records and accounts will fairly and accurately state all information regarding cash in accordance with GAAP), in which full, true and correct entries shall be made of all statementsdealings and transactions in relation to its business and activities. Borrower shall, reports and notices made available shall cause each of its Subsidiaries to, allow Collateral Agent or any Lender, at the sole cost of Borrower, during regular business hours upon reasonable prior notice (provided that no notice shall be required when an Event of Default has occurred and is continuing), to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or visit and inspect any of its Subsidiaries that could result in damages properties, to examine and make abstracts or costs to Borrower or copies from any of its Subsidiaries ofbooks and records, individually or in and to conduct a collateral audit and analysis of its operations and the aggregate, Two Hundred Fifty Thousand Dollars Collateral. Such audits shall be conducted no more often than once every year unless ($250,000and more frequently if) or more; and (k) other financial information reasonably requested by Bankan Event of Default has occurred and is continuing.

Appears in 2 contracts

Samples: Loan and Security Agreement (Visterra, Inc.), Loan and Security Agreement (Visterra, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with the following: Borrower shall deliver to Collateral Agent: (a) a Transaction Report (and as soon as available, but in any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agingsa company prepared balance sheet, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, income statement 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) cash flow statement covering Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretionoperations during such period, certified by Borrower’s president, treasurer or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but reasonable discretion; in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year, audited financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lenders; provided that, such audited financial statements for the fiscal years ending 2012 and 2013 shall not be required until December 31, 2014; and (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 Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) any event within thirty (30) days after the last day first to occur of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of (1) the end of borrower’s fiscal year or (2) the date of Borrower’s board of directors’ adoption, Borrower’s operating budget and plan for the next fiscal year; and (d) such monthother financial information as any Lender may reasonably request from time to time. From and after such time as Borrower becomes a publicly reporting company, Borrower was promptly as they are available and in full compliance with all any event: (x) at the time of the terms and conditions filing of this Agreement, and setting forth calculations showing compliance Borrower’s Form 10-K with the financial covenants set forth in this Agreement Securities and such other information as Bank shall reasonably request, including, without limitation, a statement that at Exchange Commission after the end of such month there were no held checks; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year of Borrower, the financial statements of Borrower filed with such Form 10-K; and (By) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day at tl1e time of filing of Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal yearquarters of Borrower, 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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that of 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 deliveredsuch Form 10-Q. In addition, Borrower shall be deemed deliver 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; Lenders (i) within five (5) days of deliverypromptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders holders; and (ii) immediately upon receipt of Subordinated Debt; (j) prompt notice thereof, a report of any material legal actions pending or threatened in writing against Borrower or the commencement of any of its Subsidiaries action, proceeding or governmental investigation involving Borrower is commenced that could is reasonably expected to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two One Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bank150,000).

Appears in 2 contracts

Samples: Venture Loan and Security Agreement (eASIC Corp), Venture Loan and Security Agreement (eASIC Corp)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (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 Borrower’s consolidated 's and consolidating each of its Subsidiary's operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (db) 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, 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 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) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fc) as soon as available, but no later than seven thirty (730) days after approval by the Board of DirectorsBorrower's Board, (A) and at least annually, annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, year approved by Borrower's Board and commensurate in form and substance with those provided to Borrower’s 's venture capital investors (it being understood that investors, together with any related business forecasts used in the budgets preparation of such annual financial plans and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)projections; (gd) As as soon as available, but no later than one two hundred eighty seventy (180270) days after the last day of Borrower’s '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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrowerdiscretion; (he) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act 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 's website on the Internet at Borrower’s '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; (if) at least annually, and within thirty (30) days after Board approval, any 409A valuation report prepared by or at the direction of Borrower; (g) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s 's security holders or to any holders of Subordinated Debt; (jh) 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 aggregate, Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) or more; and (ki) other financial information reasonably requested by Bank.

Appears in 2 contracts

Samples: Mezzanine Loan and Security Agreement (Quantenna Communications Inc), Mezzanine Loan and Security Agreement (Quantenna Communications Inc)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), Borrower will deliver to Bank: (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after with respect to the end of each month of the first three fiscal quarters of Borrower, as soon as available, but in any event no later than 5 days after the required due date for filing of Borrower's Form 10-Q with the Securities and Exchange Commission, such Form 10-Q report including all financial statements of Borrower filed therewith; and (ii) in all other cases, on a weekly basis; (b) within thirty (30) days after with respect to the end of each monthfiscal year of Borrower, (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) 5 days after the last day required due date for the filing of Borrower's Form 10-K with the Securities and Exchange Commission, such 10-K report including all financial statements of Borrower filed therewith. (b) Together with and at the time of the delivery of each set of financial statements by Borrower to Bank under clause (a) above, Borrower will deliver to Bank (i) a completed compliance certificate in the form of Exhibit C attached hereto. (c) Within 15 days of the end of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable Borrower shall deliver to Bank (a statement regarding the “Monthly Financial Statements”); (d) within thirty (30) days after aggregate amount of cash of Borrower and a specific listing, on an account by account basis, of the last day maturity of each month all banking and investment accounts of Borrower that are at institutions other than the Bank together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as name and address of the end each of such monthinstitutions, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) listing in form and substance reasonably satisfactory to Bank; (f) containing such information as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) 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 is acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected good faith business judgment, all certified to be received not later than January 31, 2012), provided, however, true and correct by a Responsible Officer of the Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower;. (hd) in Borrower is to allow Bank to inspect the event that Borrower becomes subject Collateral during normal business hours and upon reasonable notice to the reporting requirements under the Exchange Act within five Borrower relating thereto. (5e) days Without limitation 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 foregoing provisions, Borrower shall provide to Bank its annual projections at the end of January of each year during the SEC or with any national securities exchangeterm hereof for such year, 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, which projections shall be deemed acceptable 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; (i) 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; (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 aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bank.

Appears in 1 contract

Samples: Loan and Security Agreement (Applied Molecular Evolution Inc)

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (ai) a Transaction Report (and any schedules related thereto)) as follows: (A) if a Streamline Period is not in effect, weekly and at the time of each request for an Advance; (iB) if a Streamline Period is in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuingeffect, no later than thirty within fifteen (3015) days after the end of each month and at the time of each request for an Advance; (ii) in all other cases, on a weekly basis; within fifteen (b) within thirty (3015) 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 reports, and general ledger, and , (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion[omitted]; (ciii) as soon as available, but no later than and in any event within thirty (30) days after the last day end of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”)monthly unaudited financial statements; (div) within thirty (30) days after the last day end of each month and together with the Monthly Financial Statements, a duly completed 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; (ev) Within thirty [Omitted]; (30vi) within forty-five (45) days after the last day beginning of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board fiscal year of DirectorsBorrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following such fiscal year of Borrower, and (B) Board approved annual financial projections for the following fiscal year, commensurate in form and substance with those provided to year (on a quarterly basis) as approved by Borrower’s venture capital investors (it being understood that board of directors, together with any related business forecasts used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012);preparation of such annual financial projections; and (gvii) As as soon as available, but no later than one hundred eighty (180) and in any event within 180 days after following the last day end of Borrower’s fiscal year, audited consolidated and consolidating annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion on the financial statements from an of, independent certified public accounting firm accountants acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower;Bank; and (hviii) within 15 days following the end of each fiscal quarter, Borrower shall cause such other Account Debtors as Bank shall from time to time request, to provide Bank with reports in form satisfactory to Bank, addressed to Bank, and signed by an authorized signatory on behalf of such Account Debtor, indicating the event amount of inventory purchased by such Account Debtor from Borrower which such Account Debtor has not re-sold, or otherwise holds, as of the end of such month. (b) At all times that Borrower becomes is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q 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 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on Borrower’s or another website on the Internet at Borrower’s website address;Internet. (c) Prompt written notice of (i) within five any material change in the composition of the intellectual property, (5ii) days the registration of deliveryany copyright, copies including any subsequent ownership right of all statements, reports and notices made available to Borrower’s security holders Borrower in or to any holders copyright, patent or trademark not previously disclosed to Bank in writing, or (iii) Borrower’s knowledge of Subordinated Debt; (j) prompt report an event that materially adversely affects the value 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, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bankintellectual property.

Appears in 1 contract

Samples: Loan and Security Agreement (Ocz Technology Group Inc)

Financial Statements, Reports, Certificates. Provide Bank with Borrowers shall deliver the followingfollowing to Bank: (a) as soon as available, but in any event on a Transaction Report (and any schedules related thereto)weekly basis on the Friday of each week, (i) a Borrowing Base Certificate signed by a Responsible Officer in substantially the event that Borrower is Streamline Eligible and provided no Event form of Default has occurred and is continuingExhibit C hereto, no later than thirty (30) days after the end of each month and (ii) in all other casesa sales journal, on (iii) a weekly basiscollections journal, (iv) a purchases journal and (v) a non-cash charges journal; (b) as soon as available, but in any event within twenty (20) days after the last day of each month, (i) aged listings of accounts receivable and accounts payable by invoice date, (ii) an inventory report and (iii) a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) as soon as available, but in any event 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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) days after the last day of each calendar month, a company prepared consolidated and consolidating balance sheet sheet, income statement, and income cash flow statement covering Borrower’s Borrowers’ consolidated and consolidating operations for during such month certified by period, prepared on a Responsible Officer and consistent basis from period to period (which may not be in accordance with GAAP), in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and certified by a Responsible Officer, together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as Officer in substantially the form 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 checksExhibit D hereto; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fd) as soon as available, but in any event within one hundred eighty (180) days after the end of a Borrower’s fiscal year, audited consolidated financial statements of Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm (other than any qualification with respect to internal controls as previously identified in Borrower’s 2015 audited financial statements); (e) as soon as available, but in any event no later than seven thirty (730) days after approval by prior to the Board beginning of Directorseach fiscal year, (A) an annual operating budgets budget and financial projections (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following upcoming fiscal year, commensurate presented in a quarterly format, approved by Parent’s board of directors, and in a form and substance with those provided acceptable to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)Bank; (gf) 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 acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by a Borrower to Borrower’s its security holders or to any holders of Subordinated Debt, including reports filed publicly with the Securities and Exchange Commission (on Form 10K, 10Q or otherwise), which shall deemed as delivered to Bank once such reports are made available via posting and/or links on Borrower’s website; (jg) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against a Borrower or any of its Subsidiaries Subsidiary that could 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; (h) as soon as possible and in any event within three (3) Business Days after becoming aware of the occurrence or existence of an Event of Default or event described in Section 8 which, with the giving of notice or passage of time, or both, would constitute an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which a Borrower has taken or proposes to take with respect thereto; (i) if a Borrower shall acquire a commercial tort claim (as defined in the Code), in an amount in excess of Two Hundred Fifty Thousand Dollars ($250,000), such Borrower shall promptly notify Bank in writing of the general details thereof (including the case name and docket number and the court in which such case has been filed) and such notice shall be deemed as Borrower’s grant of a security interest therein and in the proceeds thereof; and (kj) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.3, 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 Banka Responsible Officer. If a Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf or other image file within 5 Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical or imaged signature of the Responsible Officer.

Appears in 1 contract

Samples: Loan and Security Agreement (Identiv, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with Borrower shall deliver the following: following to Bank: (a) a Transaction Report (and as soon as available, but in any schedules related thereto), event within (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each calendar month if Borrower maintains unrestricted cash at Bank in an amount less than Twenty Million Dollars ($20,000,000), and (ii) in all other cases, on a weekly basis; forty five (b) within thirty (3045) 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, calendar quarter if any, (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Borrower maintains unrestricted cash at Bank in its sole discretion, but reasonable discretion; an amount equal to at least Twenty Million Dollars (c) as soon as available, but no later than thirty (30) days after the last day of each month$20,000,000), a company prepared consolidated and consolidating balance sheet sheet, income statement, and income cash flow statement covering Borrower’s consolidated and consolidating operations for during such month certified by a Responsible Officer and period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed certified 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; ; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fb) as soon as available, but in any event within two hundred seventy (270) days after the end 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; provided, however, Borrower shall deliver to Bank such audited financial statements for fiscal year 2019 by no later than seven June 30, 2021; (7c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a 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 One Hundred Thousand Dollars ($100,000) or more; (e) as soon as available, but in any event no later than the earlier to occur of ninety (90) days after following the beginning of each fiscal year or the date of approval by the Board Borrower’s board of Directorsdirectors, (A) an annual operating budgets budget and financial projections (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following such fiscal year, commensurate presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance acceptable to Bank; and (f) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within (i) thirty (30) days after the end of each calendar month if Borrower maintains unrestricted cash at Bank in an amount less than Twenty Million Dollars ($20,000,000), and (ii) forty five (45) days after the end of each calendar quarter if Borrower maintains unrestricted cash at Bank in an amount equal to at least Twenty Million Dollars ($20,000,000), Borrower shall deliver to Bank an MRR schedule, signed by a Responsible Officer, together with aged listings of accounts receivable and accounts payable, all in form and substance with those provided satisfactory to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected Bank. Borrower shall deliver to be received not later than January 31, 2012); (g) 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 appliedBank, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank delivered in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012accordance with Section 6.3(a), provided, however, a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) 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 Accounts 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 appraise Collateral at Borrower’s website address;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. (i) within five (5) days Section 6.7 of delivery, copies of all statements, reports the Loan Agreement is amended and notices made available to Borrower’s security holders or 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 aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bank.restated as follows:

Appears in 1 contract

Samples: Loan and Security Agreement (UserTesting, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with Borrower shall deliver the following: following to Bank: (a) a Transaction Report (and as soon as available, but in any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (b) within thirty (30) days after the end of each calendar month, (A) monthly accounts receivable agingsa company prepared consolidated balance sheet, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateincome statement, 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) cash flow statement covering Borrower’s Deferred Revenue report consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form satisfactory acceptable to Bank and certified by a Responsible Officer, along with a Compliance Certificate signed by a Responsible Officer in its sole discretion, but reasonable discretion; substantially the form of Exhibit D; (c) as soon as available, but no later than thirty within five (305) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable Borrower shall deliver to Bank (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day aged listings of each month accounts receivable and accounts payable, and a statement of deferred revenues together with the Monthly Financial Statements, a duly completed Compliance Borrowing Base Certificate signed by a Responsible OfficerOfficer in substantially the form of Exhibit C hereto, certifying that as of the end of if such month, Borrower was certificate is requested by Bank 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; writing; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fd) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than any event within one hundred eighty (180) days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank Bank; (e) as soon as available, but in its reasonable discretion any event no later than thirty (it being understood that 30) days prior to the audited financial beginning of Borrower’s next fiscal year, annual operating projections (including income statements, balance sheets and cash flow statements presented in a monthly format) for the 2010 upcoming fiscal year are expected year, in form and substance reasonably satisfactory to be received not later than January 31Bank, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (hf) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; Debt and all reports on Forms 8-K, 10-K and 10-Q filed with the Securities and Exchange Commission; (jg) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; and and (kh) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested by Bankrequest from time to time.

Appears in 1 contract

Samples: Loan and Security Agreement (Vuzix Corp)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report Borrower shall deliver to Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and any schedules related thereto)such other statements, reports, certificates and records as Bank may reasonably request from time to time. (i) As soon as available, but in the any event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty within twenty (3020) days after the end of each fiscal month, other than the last fiscal month in each fiscal quarter, the timing for which shall coincide with Borrower’s delivery of the Compliance Certificate, Borrower shall deliver to Bank an unaudited consolidated balance sheet and a statement of income and retained earnings prepared in accordance with GAAP on a basis consistent with Borrower’s quarterly consolidated financial statements, but excluding notes thereto, covering Borrower’s consolidated operations during such period, in a form reasonably acceptable to Bank and certified by Chief Financial Officer of Borrower or such other officer approved by Bank. (ii) Beginning with the fiscal year ending July 2, 2004, as soon as available, but in all other cases, on a weekly basis; any event within one hundred twenty (b) within thirty (30120) days after the end of Borrower’s fiscal year, Borrower shall deliver to Bank audited consolidated financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each monthwith the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with an opinion on such financial statements that is unqualified or qualified in a manner acceptable to Bank from an independent certified public accounting firm reasonably acceptable to Bank, together with (A) monthly accounts receivable agingsa certificate of the chief financial officer of Borrower, aged or other officer approved by invoice dateBank, stating that no default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that Borrower has taken and proposes to take with respect thereto, (B) monthly accounts payable agingsin the event of any change from GAAP in the generally accepted accounting principles used in the preparation of such financial statements, aged by invoice date, a statement of reconciliation conforming such financial statements to GAAP and outstanding or held check registers, if any, (C) monthly reconciliations notes to the consolidated financial statements.. (iii) If applicable, Borrower shall deliver to Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission. (iv) Promptly upon receipt of notice thereof, Borrower shall deliver to Bank a 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 Fifty Thousand Dollars ($50,000) or more. (v) Borrower shall deliver to Bank such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time. (vi) Within twenty (20) days after the last day of each fiscal quarter, Borrower shall deliver to Bank a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that 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 change in Borrower’s Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. (vii) Upon the reasonable request by the Bank, which shall not be unreasonably denied, Borrower shall deliver to Bank copies of written communications from, to or of the Borrower’s board of directors or, if there is no written record, a written summary of such communications. (b) On or before the twentieth (20th) calendar day of each fiscal month, Borrower shall deliver to Bank a Borrowing Base Certificate dated and signed by a Responsible Officer (acceptable to the Bank) in substantially the form of Exhibit D hereto (or such other form as shall be reasonably required by the Bank) that provides the required information that is current as of the prior month end, together with a report showing the aged listings of accounts receivable agings (aged by invoice date), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion;accounts payable as of the prior month end. (c) as soon as available, but no later than Within the earlier of (i) thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank fiscal quarter or (the “Monthly Financial Statements”); ii) five (d) within thirty (305) days after any scheduled quarterly earnings release of Borrower, Borrower shall deliver to Bank for the last day of fiscal month in each month and together with the Monthly Financial Statements, fiscal quarter a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as Officer (acceptable to the Bank) in substantially the form of Exhibit E hereto. (d) On or prior to the end beginning of such montheach fiscal year of Borrower, 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 shall deliver to Bank shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;detailed annual budget. (e) Within thirty (30) days after the last day of each monthBorrower shall permit Bank directly and through another person on Bank’s behalf and Bank shall have a right from time to time hereafter, deliver directly and through another person on Bank’s behalf, to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to audit Borrower’s venture capital investors (it being understood that the budgets Accounts and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of appraise Collateral at 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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), expense; provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days if there has been no Event of filing, copies of all periodic and other reports, proxy statements and other materials filed Default 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; (i) 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; (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 aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by BankBank my exercise this right no more than once per year.

Appears in 1 contract

Samples: Loan and Security Agreement (Verilink Corp)

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) as soon as available, but in any event within 30 days (45 days in the case of a Transaction Report month that is the end of one of Borrower's fiscal quarters) after the end of each month during each of Borrower's fiscal years, (i) a company prepared consolidated balance sheet, income statement, and statement of cash flow covering Borrower's and the Restricted Subsidiaries' operations during such period, (ii) a certificate signed by the chief financial officer of Borrower to the effect that: (A) the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present in all material respects the consolidated financial condition of Borrower and the Restricted Subsidiaries, (B) there does not exist any schedules related condition or event that constitutes a Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto), and (iiii) for each month that is the date on which a financial covenant in Section 7.18 is to be tested, a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.18, (b) as soon as available, but in any event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) within 90 days after the end of each month of Borrower's fiscal years, consolidated and consolidating financial statements of Borrower and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (ii) in all other casessuch audited financial statements to include a balance sheet, on a weekly basis; (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 dateincome statement, and outstanding or held check registersstatement of cash flow and, if anyprepared, (C) monthly reconciliations of accounts receivable agings (aged by invoice datesuch accountants' letter to management), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion;, (c) as soon as available, but no later than thirty (30) days after in any event prior to the last day start of each of Borrower's fiscal years, copies of Borrower's Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, in its sole discretion, for the forthcoming fiscal year, month by month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”);chief financial officer of Borrower as being such officer's good faith best estimate of the financial performance of Borrower during the period covered thereby, (d) within thirty if and when filed by Borrower, (30i) days after the last day of each month Form 10-Q quarterly reports, Form 10-K annual reports, and together Form 8-K current reports, (ii) any other filings made by Borrower with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as SEC, (iii) copies of the end of such month, Borrower was in full compliance with all of the terms and conditions of this AgreementBorrower's federal income tax returns, and setting forth calculations showing compliance any amendments thereto, filed with the financial covenants set forth in this Agreement and such Internal Revenue Service, and (iv) any other information as Bank shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;is provided by Borrower to its shareholders generally, (e) Within thirty if and when filed by Borrower or its Subsidiaries and as requested by Agent, satisfactory evidence of payment of applicable excise taxes in each jurisdiction in which (30i) days after Borrower or its Subsidiaries conducts business or is required to pay any such excise tax, (ii) where Borrower's or its Subsidiaries' failure to pay any such applicable excise tax would result in a Lien on the last day properties or assets of each monthBorrower or its Subsidiaries, deliver or (iii) where Borrower's or its Subsidiaries' failure to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) pay any such applicable excise tax reasonably could be expected to result in form and substance reasonably satisfactory to Bank;a Material Adverse Change, (f) as soon as availableBorrower has knowledge of any event or condition that constitutes a Default or an Event of Default, but no later than seven (7) days after approval by notice thereof and a statement of the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance curative action that Borrower proposes to take with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012);respect thereto, (g) As soon as availablepromptly after the commencement thereof, but no later than one hundred eighty (180) in any event within 5 days after the last day service of Borrower’s fiscal yearprocess with respect thereto on Borrower or any of its Subsidiaries, 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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies notice of all periodic and other reportsactions, 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 exchangesuits, 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, proceedings brought by or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; (i) 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; (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 before any Governmental Authority which, if determined adversely to Borrower or such Subsidiary, reasonably could be expected to result in a Material Adverse Change, (h) promptly after receipt thereof, any notices, complaints, orders, or other communications from the U.S. Food and Drug Administration with respect to any material violation of or non-compliance with regulations applicable to Borrower or its Subsidiaries ofor permits or licenses held by Borrower or its Subsidiaries, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (ki) upon the request of Agent, any other report reasonably requested relating to the financial condition of Borrower or its Subsidiaries. In addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on both a consolidated and consolidating basis and agrees that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. Borrower agrees to cooperate with Agent to allow Agent to consult with its independent certified public accountants if Agent reasonably requests the right to do so and that, in such connection, its independent certified public accountants are authorized to communicate with Agent and to release to Agent whatever financial information concerning Borrower or its Subsidiaries Agent reasonably requested by Bankmay request, provided, in all cases, that Borrower shall have received notice of any such proposed consultation and have the right to be present at such consultation.

Appears in 1 contract

Samples: Loan and Security Agreement (Hudson Respiratory Care Inc)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Borrowing Base Report (and any schedules related thereto)thereto and including any other information reasonably requested by Bank with respect to Borrower’s Accounts, including without limitation, a detailed accounts receivable ledger) (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than Friday of each week when a Streamline Period is not in effect, and (ii) within thirty (30) days after the end of each month and (ii) when a Streamline Period is in all other cases, on a weekly basiseffect; (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, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports and reports, Deferred Revenue report, general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretiondetailed debtor listing; (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 Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank in its reasonable discretion (the “Monthly Financial Statements”); (d) 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven the earlier of (7i) ninety (90) days after approval the last day of each fiscal quarter of Borrower, or (ii) Borrower’s 10-Q filing date, 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 in its reasonable discretion; (f) within the later of sixty (60) days after (i) Board approval, or (ii) the end of Directorseach fiscal year of Borrower, and within ten (10) days after any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Borrower, and (B) Board approved annual financial projections for the following fiscal yearyear (on a quarterly basis), commensurate in form and substance each case as approved by the Board, together with those provided to Borrower’s venture capital investors (it being understood that any related business forecasts used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)preparation of such annual financial projections; (g) As as soon as available, but no later than the earlier of (i) one hundred eighty twenty (180120) days after the last day of each fiscal year of Borrower, or (ii) Borrower’s fiscal year10-K filing date, 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 in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to BorrowerBank; (h) 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 or other information required to be delivered pursuant to the terms hereof (to the extent any such documents and information 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 documentsdocuments or information, or provides a link thereto, on Borrower’s website on the Internet 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 statements, reports and notices made available to Borrower’s security holders or 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 aggregate, Two Hundred Fifty Thousand [***] Dollars ($250,000[***]) or more; and (k) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank.

Appears in 1 contract

Samples: Loan and Security Agreement (Calix, Inc)

Financial Statements, Reports, Certificates. Provide Bank Lender with the following: (a) a Transaction Report (and any schedules related thereto)as soon as available, (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, but no later than thirty (30) days after the end last day of each month, (i) a company prepared consolidated balance sheet and income statement covering Borrower Representative and its Subsidiaries’ consolidated operations for such month in a form acceptable to Lender, certified by a Responsible Officer as having been prepared in accordance with GAAP, consistently applied, except for the absence of footnotes, and subject to normal year-end adjustments, (ii) an updated 13-week cash flow budget in a form reasonably satisfactory to Lender, and (iii) a management summary prepared by the chief executive officer or chief financial officer of Borrower Representative (which management summary should not customarily exceed two type-written pages in length) setting forth in narrative form all other cases, on a weekly basissignificant operational and financial events and activities affecting Borrower Representative and its Subsidiaries during such month; (b) within thirty the earlier to occur of (30i) fifteen (15) days after the end from Board approval, or (ii) February 15 of each monthfiscal year of Borrower Representative, and contemporaneously with any updates or amendments thereto, (A1) monthly accounts receivable agingsannual operating budgets (including income statements, aged balance sheets and cash flow statements, by invoice date, (Bmonth) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) monthly reconciliations for the current fiscal year of accounts receivable agings (aged by invoice date), transaction reports and general ledgerBorrower Representative, and (D2) Borrower’s Deferred Revenue report annual financial projections for the current fiscal year (on a quarterly basis), in form satisfactory to Bank each case as approved by the Board, together with any related business forecasts used in its sole discretion, but reasonable discretionthe preparation of such annual financial projections; (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 Borrower’s consolidated and consolidating 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 each month and together with the Monthly Financial Statementsmonthly 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 shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; ; (ed) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fi) as soon as available, but no later than seven ten (710) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal yeareach month a copy of each account statement, audited consolidated and consolidating financial statements prepared under GAAPwith transaction detail, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in for each Deposit Account or Securities Account of a Borrower or any of its reasonable discretion (it being understood Subsidiaries; provided that the audited financial statements for same may be provided as part of any Control Agreement with respect to each such each Deposit Account or Securities Account delivered to Lender in connection herewith; and (ii) within three (3) Business Days of Lender’s request, evidence satisfactory to Lender of the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrowerbalance maintained in any such Deposit Account or Securities Account; (he) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days Business Days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower Representative 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 Representative posts such documents, or provides a link thereto, on BorrowerBorrower Representative’s website on the Internet internet at BorrowerBorrower Representative’s website address; provided, however, Borrower Representative shall promptly notify Lender in writing (which may be by electronic mail) of the posting of any such documents; (if) within five (5) days Business Days of delivery, copies of all statements, reports and notices made available to a Borrower’s 's security holders or to any holders of Subordinated Debt; (jg) prompt report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of, individually or in the aggregate, Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) or more; (h) promptly, from time to time, such other information regarding any Borrower or any of its Subsidiaries or compliance with the terms of any Loan Documents as reasonably requested by Xxxxxx; and (ki) immediate notice of the occurrence of any Default or Event of Default. Any submission by Borrower Representative of any financial statement submitted to the Lender pursuant to this Section 6.2 or otherwise submitted to Lender shall be deemed to be a representation by Borrower Representative that (i) as of the date of such financial statement, the information and calculations set forth therein are true, accurate and correct in all material respects, (ii) as of the end of the compliance period set forth in such submission, Borrowers are in complete compliance with all required covenants except as noted in such financial statement, as applicable, (iii) as of the date of such submission, no Default or Event of Default has occurred and is is continuing, and (iv) all representations and warranties other than any representations or warranties that are made as of a specific date remain true and correct in all material respects as of the date of such submission except as noted in such financial information reasonably requested by Bankstatement, as applicable.

Appears in 1 contract

Samples: Loan and Security Agreement (Zovio Inc)

Financial Statements, Reports, Certificates. Provide Bank with the following: Borrower shall deliver to Bank: (a) a Transaction Report when there are Advances outstanding under the Committed Revolving Line or the Committed Equipment Line, as soon as available, but in any event within fifteen (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (3015) days after the end of each month month, a company prepared consolidated balance sheet and (ii) income statement covering Borrower's consolidated operations during such period, in all other cases, on a weekly basis; form and certified by an officer of Borrower reasonably acceptable to Bank; (b) when there are no Advances outstanding under the Committed Revolving Line or the Committed Equipment Line, as soon as available, but in any event within thirty (30) days after the end of each monthquarter, (A) monthly accounts receivable agingsa company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, aged in a form and certified by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) monthly reconciliations an officer of accounts receivable agings (aged by invoice date), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory Borrower reasonably acceptable to Bank in its sole discretion, but reasonable discretion; Bank; (c) as soon as available, but no later than thirty in any event within ninety (3090) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating 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 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s 's fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP), consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion Bank; (it being understood that d) from and after the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31Initial Public Offering, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (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 aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bank.

Appears in 1 contract

Samples: Loan and Security Agreement (MMC Networks Inc)

Financial Statements, Reports, Certificates. Provide Bank with Borrower shall deliver the following: following to Bank: (a) a Transaction Report (and as soon as available, but in any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (b) within thirty (30) days after the end of each calendar month, (A) monthly accounts receivable agingsa company prepared consolidated balance sheet, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateincome, and outstanding or held check registerscash flow statement covering Borrower’s consolidated operations during such period, if anyprepared in accordance with GAAP, consistently applied (C) monthly reconciliations with the exception of accounts receivable agings (aged by invoice datenon-cash items), transaction reports in a form acceptable to Bank and general ledgercertified by a Responsible Officer, and (D) together with a comparison of Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; financial results for such month with Borrower’s budget; (cb) as soon as available, but no later than thirty in any event within one hundred twenty (30120) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating 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 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) 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 of Borrower prepared under in accordance with GAAP, consistently appliedapplied (with the exception of non-cash items), together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion Bank; (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (hc) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (jd) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; and and (ke) such budgets, sales projections, operating plans, other financial information including information related to the verification of Borrower’s Accounts as Bank may reasonably requested request from time to time. Within twenty (20) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by Banka Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Appears in 1 contract

Samples: Loan and Security Agreement (Procera Networks Inc)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report Borrower shall deliver the following to Agent by email to the address specified pursuant to Article 11 (and any schedules related theretoAgent shall deliver same to Lenders immediately upon receipt thereof), and Agent and Lenders shall be entitled to rely on the information contained therein: (i) as soon as available, but in any event within the event that Borrower is Streamline Eligible earlier of (x) forty-five (45) days after the end of each calendar quarter and provided no (y) the date on which delivered to the SEC, Parent’s consolidated financial statements including a cash flow statement, income statement and balance sheet for the period reported, and certified by a Responsible Officer of Parent; (ii) if a Default or Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) as soon as available, but in all other cases, on a weekly basis; (b) any event within thirty (30) days after the end of each monthcalendar month (in form and substance satisfactory to the Required Lenders), (A) monthly accounts receivable agingsPxxxxx’s consolidated financial statements including a cash flow statement, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateincome statement and balance sheet for the period reported, and outstanding or held check registers, if any, certified by a Responsible Officer of Parent; (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (ciii) as soon as available, but no later than thirty in any event within the earlier of (30x) one hundred and twenty (120) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating 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 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following Parent’s fiscal year and (By) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided date on which delivered to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal yearSEC, audited consolidated and consolidating financial statements prepared under of Parent in accordance with GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable the Initial Lenders; (iv) as soon as available, but in any event within thirty (30) days prior to the end of Parent’s fiscal year, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a quarterly format reasonably acceptable to Bank in its reasonable discretion (it being understood the Required Lenders, provided that the audited financial statements with respect to Borrower’s annual operating budget for the 2010 fiscal year are expected 2023, the Borrower may deliver such annual operating budget to be received not Agent by no later than the earlier of (x) January 3110, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification 2023 and (y) one Business Day prior to the closing of Heartland Disposition (as to going concern typical for venture backed companies similar to Borrower; (h) defined in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five Heartland Consent); (5v) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by any Loan Party to its security holders and debt holders, when made available to Borrower’s security holders or to any holders such holders; (vi) promptly upon receipt of Subordinated Debt; (j) prompt written notice thereof, a report of any legal actions pending or threatened against any Loan Party that could reasonably be deemed to result in writing against Borrower damages, fines, penalties or other sanctions by any Governmental Authority payable by any Loan Party exceeding the Threshold Amount, or claims for injunctive or equitable relief; (vii) promptly upon receipt thereof (but in any event no more than three (3) Business Days thereafter), (A) copies of any amendments, waivers, consents or other modifications to any Intermediation Facility Documents or any other documents relating to Indebtedness in excess of its Subsidiaries that could result in damages or costs the Threshold Amount, as applicable, (B) notices of default required to Borrower be delivered pursuant to any Intermediation Facility Documents, or any other documents relating to Indebtedness in excess of its Subsidiaries ofthe Threshold Amount, individually or in the aggregateas applicable, Two Hundred Fifty Thousand Dollars ($250,000C) or morenotices of material adverse changes, and (D) notice of any Change of Control; and (kviii) other financial information as Agent or any Lender may reasonably request from time to time promptly after such request; (ix) environmental, social and corporate governance related materials reasonably requested by Bankthe Lenders, including the BlackRock ESG Questionnaire within seventy-five (75) days after request therefor by the requesting Lenders, which in the case of the BlackRock ESG Questionnaire, shall be completed by the Loan Parties, for direct delivery to the BlackRock Lenders, within seventy-five (75) days after request through the e-Front system without any additional request by such BlackRock Lenders and (x) no later than Tuesday of each calendar week (commencing in January 16, 2024), (1) a reasonably detailed summary as of the last day of the preceding week of the Loan Parties’ RFS Assets and RFS Liabilities and (2) a reasonably detailed summary of (x) all obligations for the purchase of RINs that have not been paid and (y) RINs that the Loan Parties must purchase in order to satisfy its RVOs; provided, that if requested by Agent, the Borrower shall make its management and advisors available to Required Lenders and their advisors from time to time during normal business hours with reasonable advance notice to address questions from Agent and its advisors in respect of the foregoing items in clause (x). Notwithstanding the foregoing, any Lender may request to not receive any information that may constitute material non-public information from the Agent, pursuant to this paragraph (a), it being acknowledged that such documents or information may include amendments or requests for amendment that have been designated as “private side” information by the Borrower.

Appears in 1 contract

Samples: Loan and Security Agreement (Vertex Energy Inc.)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), Bank shall receive: (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuingfrom Borrower, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) 60 days after the last day of each monthfiscal quarter (except the 4th quarter), a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month during the period certified by a Responsible Officer and in a form reasonably acceptable to Bank (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together Bank; provided, however, that Tailwind shall not have to provide such financial statements prior to December 31, 2004, with the Monthly Financial Statementsfirst financial statements of Tailwind delivered under this clause being with respect to the first fiscal quarter of 2005; (ii) from Partners Group, 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 shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) 60 days after approval the last day of each fiscal quarter (except the 4th quarter), a company prepared consolidated balance sheet and income statement covering Partners Group’s consolidated operations during the period certified by the Board of Directorsa Responsible Officer and in a form reasonably acceptable to Bank; (iii) from Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As as soon as available, but no later than one hundred eighty (180) 120 days after the last day of Borrower’s fiscal year, company prepared balance sheet and income statement covering Borrower’s operations during such fiscal year certified by a Responsible Officer and in a form reasonably acceptable to Bank; (iv) from Partners Group, as soon as available, but no later than 120 days after the last day of Partners Group’s fiscal year, company prepared consolidated balance sheet and income statement covering Partners Group’s consolidated operations during such fiscal year certified by a Responsible Officer and in a form reasonably acceptable to Bank; (v) from Borrower, as soon as available, but no later than 120 days after the last day of the applicable fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, for each Principal Fund evidencing such Principal Fund’s payment to Borrower of the Management Fees, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion Bank; (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31vi) from Borrower, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) 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; (i) 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; (j) 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 aggregate, Two Hundred Fifty Thousand Dollars ($250,000) 100,000 or more; and and (kvii) from Borrower, budgets, sales projections, operating plans or other financial information Bank reasonably requested requests. (b) Within 60 days after the last day of each fiscal quarter (except the 4th quarter), Borrower will deliver to Bank a Compliance Certificate signed by Banka Responsible Officer in the form of Exhibit C. (c) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Such audits will be conducted only when an Event of Default exists.

Appears in 1 contract

Samples: Loan and Security Agreement (Thomas Weisel Partners Group, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report Deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to Agent: as soon as available, but in any schedules related thereto), event within 45 days after the end of Parent’s fiscal quarters (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) or within 21 days after the end of each fiscal month ending during an Increased Financial Reporting Period) during each of Parent’s fiscal years, (a)an unaudited consolidated and consolidating balance sheet, income statement, statement of cash flow, and statement of shareholder’s equity covering Parent’s and its Subsidiaries’ operations during such period and compared to the plan, and (ii) in all other casesb)a Compliance Certificate along with the underlying calculations, including the calculations to arrive at the Fixed Charge Coverage Ratio (calculated on a weekly trailing four fiscal quarters basis; (b) , unless an Increased Financial Reporting Period exists, in which case, the Fixed Charge Coverage Ratio would be calculated on a trailing 12 fiscal months basis and, in each case, regardless of whether the Fixed Charge Coverage Ratio is then required to be tested under Section 7 of the Agreement). as soon as available, but in any event within thirty (30) 90 days after the end of each monthof Parent’s fiscal years, (c)consolidated and consolidating financial statements of Parent and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (A) monthly accounts receivable agings, aged by invoice date“going concern” or like qualification or exception, (B) monthly accounts payable agingsqualification or exception as to the scope of such audit, aged by invoice date, and outstanding or held check registers, if any, (C) monthly reconciliations qualification which relates to the treatment or classification of accounts receivable agings (aged by invoice dateany item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7 of the Agreement), transaction reports by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, statement of cash flow, and general ledgerstatement of shareholder’s equity, and, if prepared, such accountants’ letter to management), and (D) Borrower’s Deferred Revenue report d)a Compliance Certificate along with the underlying calculations, including the calculations to arrive at the Fixed Charge Coverage Ratio (calculated on a trailing four fiscal quarters basis, unless an Increased Financial Reporting Period exists, in form satisfactory which case, the Fixed Charge Coverage Ratio would be calculated on a trailing 12 fiscal months basis and, in each, case, regardless of whether the Fixed Charge Coverage Ratio is then required to Bank in its sole discretion, but reasonable discretion; (c) be tested under Section 7 of the Agreement). as soon as available, but no later than thirty (30) in any event within 45 days after the last day start of each of Parent’s fiscal years, (e)copies of the Loan Parties’ Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, in its Permitted Discretion, for such fiscal year and the forthcoming 2 years, year by year, and for such fiscal year, month by month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified by the chief financial officer, Treasurer, CEO, or President of Parent as being such officer’s good faith estimate of the financial performance of the Loan Parties during the period covered thereby. if and when filed by Parent, (f)Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (g)any other filings made by Parent with the SEC, and (h)any other information that is provided by Parent to its shareholders generally. promptly, but in any event within 5 days after any Borrower has knowledge of any event or condition that constitutes a Responsible Officer Default or an Event of Default, (i)notice of such event or condition and a statement of the curative action that Xxxxxxxxx propose to take with respect thereto. promptly after the commencement thereof, but in a form acceptable to Bank (the “Monthly Financial Statements”); (d) any event within thirty (30) 5 days after the last day service of each month process with respect thereto on Parent or any of its Subsidiaries, (j)notice of all actions, suits, or proceedings brought by or against Parent or any of its Subsidiaries before any Governmental Authority which reasonably could be expected to result in a Material Adverse Effect. upon the request of Agent, (k)any other information reasonably requested relating to the financial condition of Parent or its Subsidiaries. promptly after any reasonable request therefor from Agent or any Lender, (l)information and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as documentation for purposes of the end of such month, Borrower was in full compliance with all of the terms applicable “know your customer” and conditions of this Agreement, anti-money-laundering rules and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably requestregulations, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within thirty (30) days after PATRIOT Act and the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) 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 acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) 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 beBeneficial Ownership Regulation. Documents Information required to be delivered pursuant to the terms hereof clauses (a) (as to the extent any such documents are included in materials otherwise filed with the SECfiscal quarters only), (b), (f), (g) may be delivered electronically and if so delivered, (h) shall be deemed to have been delivered on the date on which Borrower posts if such documentsinformation, or provides a link theretoone or more annual, quarterly or other reports containing such information, shall have been posted on BorrowerParent’s website on the Internet internet (currently xxxx://xxx.xxxxx.xxx) or by Agent on SyndTrak or a similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at Borrower’s website address; (i) within five (5) days of delivery, xxxx://xxx.xxx.xxx; provided that Administrative Borrower shall deliver paper copies of all statements, reports and notices made available such information to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower Agent or any Lender that reasonably requests such delivery; and provided further that such information shall only be deemed to have been delivered when posted on any such website upon notification by Administrative Borrower to Agent of its Subsidiaries that could result in damages or costs such posting (which notification, notwithstanding the terms of Section 11 of the Agreement, may be given by electronic mail without requirement of Administrative Xxxxxxxx’s receipt of an acknowledgment from Agent as to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bankdelivery).

Appears in 1 contract

Samples: Credit Agreement (Unifi Inc)

Financial Statements, Reports, Certificates. Provide Bank with Borrower shall deliver the following: following to Bank: (a) a Transaction Report (and as soon as available, but in any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (b) within thirty (30) days after the end of each calendar month, (A) monthly accounts receivable agingsa company prepared consolidated balance sheet, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateincome, 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) cash flow statement covering Borrower’s Deferred Revenue report consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form satisfactory reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer of Borrower in its sole discretion, but reasonable discretion; substantially the form of Exhibit C hereto; (cb) as soon as available, but no later than in any event within one hundred eighty (180) days after the end 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) copies (which may be in electronic form) of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly after any officer of any Credit Party obtains knowledge thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that would reasonably be expected to result in damages or costs to Borrower or any Subsidiary to the extent the amount in controversy exceeds $100,000 individually or $150,000 in the aggregate; (e) as soon as available, but in any event within thirty (30) days after the start of Borrower’s fiscal year, an operating budget in a form reasonably acceptable to Bank and approved by Borrower’s board of directors; (f) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (g) within ten (10) Business Days after the reasonable request of Bank, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any active or pending material United States Patent, Copyright or Trademark applications or registrations; and (h) within thirty (30) days after the last day of each month, a company prepared consolidated deferred revenue schedule along with aged listings of accounts receivable and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating 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 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day accounts payable 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 acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) 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; (i) 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; (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 aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bank.

Appears in 1 contract

Samples: Loan Agreement (Evolving Systems Inc)

Financial Statements, Reports, Certificates. Provide Bank with Borrower shall deliver the followingfollowing to Bank: (a) on the 15th and last day of each month (or the next following Business Day if the 15th or last day is a Transaction Report (and any schedules related theretonon-Business Day), (i) aged listings of accounts receivable and accounts payable, (ii) a deferred revenue listing, (iii) sales journals, (iv) cash receipts journal, and (v) a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto; provided, that the Borrower may redact such personal information of its customers as is required by its customer contracts while preparing the reports required by this Section 6.3(a); (b) as soon as available, but in any event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty within forty-five (3045) days after the end of each month and (ii) in all other casesquarter, on a weekly basis; (b) within thirty (30) days after the end of each monthBorrower prepared consolidated balance sheet, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateincome, 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) cash flow statement covering Borrower’s Deferred Revenue report consolidated operations during such quarter, prepared in accordance with GAAP, consistently applied, in a form satisfactory acceptable to Bank along with a Compliance Certificate signed by a Responsible Officer in its sole discretion, but reasonable discretionsubstantially the form of Exhibit D hereto; (c) as soon as available, but no later than thirty in any event within one hundred twenty (30120) days after the last day end of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s fiscal year, audited consolidated and consolidating operations financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (except for qualifications relating to the term of this Agreement) on such month financial statements of an independent certified by a Responsible Officer and in a form public accounting firm reasonably acceptable to Bank (the “Monthly Financial Statements”)Bank; (d) within thirty (30) days after the last day copies of each month all statements, reports and together notices sent or made available generally by Borrower to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed 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 Securities 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 checksExchange Commission; (e) Within thirty promptly upon receipt of notice thereof (30but in any event no later than the date that the next financial statements are required to be delivered pursuant to clause (b) days after above), a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $100,000 or more, or any commercial tort claim (as defined in the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operationsCode) in form and substance reasonably satisfactory to Bankacquired by Borrower; (f) as soon as available, but in any event no later than seven thirty (730) days after approval by the Board beginning of DirectorsBorrower’s next fiscal year, (A) annual operating budgets projections (including income statements, balance sheets and cash flow statements, by monthstatements presented in a monthly format) for the following fiscal year and (B) Board approved financial projections for the following upcoming fiscal year, commensurate in form and substance with those provided reasonably satisfactory to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012);Bank; and (g) As soon as availablesuch budgets, but no later than one hundred eighty (180) days after sales projections, operating plans, other financial information including information related to the last day verification 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 Accounts as Bank may reasonably request from an independent certified public accounting firm acceptable time to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) 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; (i) 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; (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 aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Banktime.

Appears in 1 contract

Samples: Loan Agreement (Lime Energy Co.)

Financial Statements, Reports, Certificates. Provide Bank with Borrower shall deliver the following: following to Bank: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than within thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable, and an Inventory listing; (b) as soon as available but in a form acceptable to Bank (the “Monthly Financial Statements”); (d) any event within thirty (30) days after the last day end of the first two calendar months of each month calendar quarter, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP (other than the lack of footnotes and the fact that such company prepared financial statements will be subject to normal year end adjustments), consistently applied, in a form acceptable to Bank and certified by a Responsible Officer, together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that Officer in substantially the form of Exhibit D hereto; (c) as of the end of such month, Borrower was soon as available but 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; any event within forty five (e) Within thirty (3045) days after the last day end of the third calendar month of each monthcalendar quarter, deliver a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP (other than the lack of footnotes and the fact that such company prepared financial statements will be subject to normal year end adjustments), consistently applied, in a form acceptable to Bank monthly recurring revenue roll forward reportsand certified by a Responsible Officer, including new monthly revenues added and revenues lost for each month, and SaaS metrics together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fd) as soon as available, but no later than seven in any event within ninety five (795) days after approval by the Board end of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following Borrower’s fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance beginning with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January ended December 31, 2012); (g) 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 of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of the Borrower’s current certified public accounting firm or of an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion Bank; (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not d) as soon as available but no later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) 30 days of filing, copies of all periodic and other reportsBorrower’s federal tax returns prepared by the Borrower’s current certified public accounting firm or of an independent certified public accounting firm reasonably acceptable to Bank; (e) as soon as available, proxy statements and other materials filed by Borrower with the SEC, but in 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 event no later than thirty (30) days prior 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 beginning of Borrower’s website on next fiscal year, annual operating projections (including income statements, balance sheets and cash flow statements presented in a monthly format) for the Internet at Borrower’s website address; upcoming fiscal year, in form and substance reasonably satisfactory to Bank; (if) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission, provided, that a statement, report or notice filed by the Borrower with the U.S. Securities and Exchange Commission XXXXX filing system will be deemed to have been delivered to the Bank for the purposes of this Agreement; (jg) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and and (kh) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested by Bankrequest from time to time.

Appears in 1 contract

Samples: Loan and Security Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with Borrower shall deliver the following: following to Bank: (a) a Transaction Report (and as soon as available, but in any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (b) within thirty (30) days after the end of each calendar month, (A) monthly accounts receivable agingsa company prepared balance sheet, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateincome, and outstanding or held check registerscash flow statement covering Borrower’s operations during such period, if anyprepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer; (Cb) monthly reconciliations as soon as available, but in any event within thirty (30) days after the end of accounts receivable agings (aged by invoice date)each calendar month, transaction reports a company prepared consolidated and general ledgerconsolidating balance sheet, income, and (D) Borrowercash flow statement covering Guarantor’s Deferred Revenue report operations during such period, prepared in accordance with GAAP, consistently applied, in a form satisfactory acceptable to Bank in its sole discretion, but reasonable discretion; and certified by a Responsible Officer; (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 Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) any event within thirty (30) days after the last day end of each month and together with the Monthly Financial Statementscalendar quarter, a duly completed Compliance Certificate signed balance sheet, income, and cash flow statement covering Borrower’s operations during such period, compiled by a certified public accounting firm reasonably acceptable to Bank (limited review opinion), prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified 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; ; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fd) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) any event within 180 days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank Bank; (e) as soon as available, but in its reasonable discretion (it being understood that any event within 180 days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements for the 2010 fiscal year are expected to be received not later than January 31of Guarantor prepared in accordance with GAAP, 2012)consistently applied, provided, however, Borrower’s together with an unqualified opinion on such financial statements may contain a qualification as of an independent certified public accounting firm reasonably acceptable to going concern typical for venture backed companies similar to Borrower; Bank; (hf) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (jg) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower Borrower, Guarantor or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; and (kh) at least 30 days before the first day of each fiscal year, an annual budget (including balance sheet, income statement and statement of cash flows, the consolidating financial statements of Borrower and consolidated financial statements of Guarantor and its Subsidiaries) approved by Borrower’s Board of Directors; and (i) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time. Within 30 days after the last day of each month, Borrower shall deliver to Bank (i) a Borrowing Base Certificate signed by Banka Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable, aged by invoice date, to include customer name, balance outstanding and current payment status, and a statement of deferred revenue, and (ii) copies of related customer invoices (limited to the top 10 customers) uploaded to the Virtual Data Room. Within 30 days after the last day of each month, Borrower shall deliver to Bank a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Within 30 days after the last day of each fiscal quarter, Borrower shall upload the Audit Documents to the Virtual Data Room, provided that if the Asset Coverage Ratio at any time is less than 1.35:1.0, then Borrower thereafter shall upload the Audit Documents to the Virtual Data Room monthly within 10 days after the earlier to occur of Borrower’s delivery to Bank of the Compliance Certificate or the date that such delivery is due. Borrower may upload documents into the Virtual Data Room and view such documents, but may not edit, delete or withdraw any documents or data from the Virtual Data Room.

Appears in 1 contract

Samples: Loan and Security Agreement (Globant S.A.)

Financial Statements, Reports, Certificates. Provide Bank with Borrowers shall deliver the following: following to Bank: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than within thirty (30) days after the end last day of each month month, aged listings of accounts receivable and (ii) accounts payable, together with a deferred revenue listing and a Borrowing Base Certificate signed by a Responsible Officer in all other cases, on a weekly basis; substantially the form of Exhibit C hereto; (b) as soon as available, but in any event within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged a Compliance Certificate signed by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) monthly reconciliations a Responsible Officer in substantially the form of accounts receivable agings (aged by invoice date), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; Exhibit D hereto; (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 Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) any event 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reportsa Borrower prepared consolidated and consolidating balance sheet, including new monthly revenues added and revenues lost for each monthincome, and SaaS metrics (including Monthly Recurring Revenue cash flow statement covering each Borrower’s consolidated and Churn Rate reports for both U.S. and UK operations) consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form and substance reasonably satisfactory acceptable to Bank; ; (fd) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than any event within one hundred eighty twenty (180120) days after the last day end of a Borrower’s fiscal year, audited consolidated and consolidating financial statements of such Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion (it being understood Bank; provided, however that the audited filing of such financial statements for and opinion of an independent certified public accounting firm with the 2010 fiscal year are expected Securities and Exchange Commission through EXXXX will satisfy such Borrower’s delivery obligations hereunder upon notice to be received not Bank of such filings; (e) as soon as available, but in any event no later than January 31, 2012), provided, however, thirty (30) days following the beginning of a Borrower’s unqualified opinion on financial next fiscal year, annual operating projections (including income statements, balance sheets and cash flow statements may contain presented in a qualification as quarterly format) for such fiscal year, approved by such Borrower’s board of directors and in form and substance reasonably satisfactory to going concern typical for venture backed companies similar to Borrower; Bank; (hf) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, unless complete 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 following are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered not available 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; (i) within five (5) days of deliveryEXXXX, copies of all statements, reports and notices sent or made available generally by a Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; ; (jg) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against a Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to such Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more, or any commercial tort claim (as defined in the Code) acquired by a Borrower; (h) within 30 days following the end of each month, copies of all bank statements with respect to all accounts of Borrowers or any Subsidiary maintained outside of Bank; and (i) such budgets, sales projections, operating plans, other financial information including information related to the verification of a Borrower’s Accounts as Bank may reasonably request from time to time. For the avoidance of doubt, all information disclosed by a Borrower, or any of its Subsidiaries ofSubsidiaries, individually or to Bank pursuant to this Section 6.3, shall be kept confidential by Bank in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bankaccordance with Section 12.9.

Appears in 1 contract

Samples: Loan and Security Agreement (Lightpath Technologies Inc)

Financial Statements, Reports, Certificates. Provide Bank with Other Notices and Information. Parent shall deliver the followingfollowing to Bank: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than in any event within thirty (30) days after the last day of each month, (i) aged listings of accounts receivable and accounts payable in detailed and summary format, (ii) recurring revenue metrics reports, including customer churn, recurring revenue (and annualized recurring revenue calculated for the upcoming twelve month period), revenue booking reports (license and maintenance), and (iii) a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified Borrowing Base Certificate signed by a Responsible Officer and in a substantially the form acceptable to Bank (the “Monthly Financial Statements”)of Exhibit C hereto; (db) as soon as available, but in any event within thirty (30) days after the last day end of each month and together with the Monthly Financial Statementscalendar month, a duly completed company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement covering Parent’s consolidated and consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank, accompanied by a Compliance Certificate signed by a Responsible Officer, certifying that as in substantially the form 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 checksExhibit D hereto; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fc) as soon as available, but in any event no later than seven fifteen (715) days after approval by prior to the Board beginning of DirectorsParent’s next fiscal year, (A) annual operating budgets plan (including income statements, balance sheets and cash flow statements, by monthstatements presented in a quarterly format) for the following fiscal year and (B) Board approved financial projections for the following upcoming fiscal year, commensurate approved by Parent’s board of directors, which shall be in a form and substance with those provided reasonably satisfactory to Borrower’s venture capital investors Bank (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31each, 2012a “Financial Plan”); (gd) As as soon as available, but no later than in any event within one hundred eighty (180) days after the last day end of BorrowerParent’s fiscal year, audited consolidated and consolidating financial statements of Parent prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank; (e) such budgets, sales projections, operating plans, other financial information including information related to the verification of Borrowers’ Accounts as Bank may reasonably request from time to time; (f) promptly (and in any event within three (3) Business Days) upon any Borrower becoming aware of the existence of any Event of Default or event described in Section 8 which, with the giving of notice or passage of time, or both, would constitute an Event of Default, such Borrower shall give written notice to Bank of such occurrence, which such notice shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default; (g) promptly (and in any event within three (3) Business Days) following a Borrower’s creation or acquisition of any commercial tort claim (as defined in the Code), such Borrower shall promptly notify Bank in its reasonable discretion writing of the general details thereof (it with such written notice being understood that deemed as such Xxxxxxxx’s grant to Bank of a security interest therein and in the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012proceeds thereof), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days promptly upon receipt of filingnotice thereof, 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; (i) 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; (j) prompt report of any legal actions pending or threatened in writing against either Borrower or any of its Subsidiaries Subsidiary arising after the Closing Date that could result in damages or costs to such Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more, or any terminations of customer agreements or customer disputes/claims, where the termination, dispute or claim involves more than Two Hundred Fifty Thousand Dollars ($250,000); (i) periodic updates on pending litigation matters, promptly following any material developments in such pending litigation, along with copies of any court filings; and (kj) other financial promptly following any request therefor, Borrower shall provide to Bank any information and documentation reasonably requested by Bank for purposes of compliance with applicable “know your customer” requirements under the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “Patriot Act”), the Beneficial Ownership Regulation or other applicable anti-money laundering laws, including but not limited to a Beneficial Ownership Certification form acceptable to Bank; and immediate notice if a Borrower or any Subsidiary has knowledge that a Borrower, or any Subsidiary or Affiliate of a Borrower, is listed on the OFAC Lists or (i) is convicted on, (ii) pleads nolo contendere to, (iii) is indicted on, or (iv) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.3, 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.

Appears in 1 contract

Samples: Loan and Security Agreement (Silvaco Group, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), Borrower will deliver to Bank: (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuingas soon as available, but no later than thirty five (305) days after filing with the end of each month Securities Exchange Commission (the “SEC”), the Borrower’s 10K and 10Q reports, if Borrower is a reporting company; (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) days after the last day of each monthmonth and each quarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank and prepared consistently with prior interim period statements; (the “Monthly Financial Statements”); (d) 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fiii) as soon as available, but no later than seven ninety (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (18090) 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 in its reasonable discretion Bank; (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not iv) as soon as available, but no later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; sixty (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (560) days after the end of filingeach fiscal year, copies of all periodic annual financial projections in form and other reports, proxy statements and other materials filed by Borrower substance commensurate 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; (i) within five (5) days of delivery, copies of all statements, reports and notices made available those provided to Borrower’s security holders board of directors or utilized by Borrower’s executive management, in form and substance satisfactory to any holders of Subordinated Debt; Bank; (jv) a prompt report of (A) any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of$500,000 or more and (B) any event that has occurred or is expected to occur that is likely to lead to a material breach of any Material License; and (vi) budgets, individually sales projections, operating plans or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information Bank reasonably requested requests. (b) Borrower will also deliver to Bank a Compliance Certificate with delivery of the balance sheets and income statements required by Section 6.3(a)(ii) above. (c) Within thirty (30) days after the last day of each month and concurrently with the delivery of a Payment/Advance Form when obtaining an Advance, Borrower will deliver to Bank a Borrowing Base Certificate, with aged listings of accounts receivable and accounts payable, deferred revenue schedule and other reports reasonably satisfactory to Bank to support Advances against Eligible Scheduled Contract Accounts and Eligible Estimated Contract Accounts. (d) Borrower will allow Bank to audit Borrower’s Collateral at Borrower’s expense (not to exceed $5,000 per audit so long as no Event of Default shall have occurred), and such audit will be satisfactory to Bank. Such audits will be conducted no more often than once in every six-month period unless an Event of Default shall have occurred.

Appears in 1 contract

Samples: Loan and Security Agreement (Palmsource Inc)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), ) (i) in the event that Borrower is Streamline Eligible with each request for an Advance, and provided no Event of Default has occurred and is continuing, no later than (ii) within thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basismonth; (b) within thirty (30) days after the end of each month, (Ai) monthly accounts receivable agings, aged by invoice date, (Bii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (Ciii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports reports, Deferred Revenue report and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (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 Borrower’s consolidated and consolidating 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 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, 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 may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within within thirty (30) days after the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each monthfiscal year of Borrower, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) more frequently as soon as available, but no later than seven (7) days after approval by the Board of Directorsupdated, (Ai) annual operating budgets (including income statements, balance sheets and cash flow statements, by monthquarter) for the following upcoming fiscal year of Borrower, and (Bii) Board approved annual financial projections for the following fiscal year, commensurate in form and substance with those provided to year (on a quarterly basis) as approved by Borrower’s venture capital investors (it being understood that Board of Directors, together with any related business forecasts used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)preparation of such annual financial projections; (gf) As as soon as available, but no later than and in any event within one hundred eighty fifty (180150) days after following the last day end 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 acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower;discretion. (hg) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act Act, within five thirty (530) days after the last day of filingeach month, 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 notify Bank in the monthly Compliance Certificate of the posting of any such documents; (ih) 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; (ji) 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, Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (kj) other financial information reasonably requested by Bank.

Appears in 1 contract

Samples: Loan and Security Agreement (Sensus Healthcare, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with Such Borrower shall deliver the followingfollowing to Bank: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than in any event within thirty (30) days after the last day of each month, (i) a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, including Eligible Subscription Revenue and Net Revenue Retention Rate calculations, together with (ii) aged listings of accounts receivable and accounts payable, (iii) a subscription revenue report and a renewable rate report each in a substantially the form acceptable presented to Bank (as of the “Monthly Financial Statements”)Closing Date; (db) as soon as available, but in any event within thirty (30) days after the last day end of each month calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer, together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as Officer in substantially the form 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 checksExhibit D hereto; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fc) as soon as available, but in any event within one hundred eighty (180) days after the end of Barkbox’s fiscal year, commencing with the fiscal year ending December 31, 2017, audited consolidated financial statements of Barkbox prepared in accordance with GAAP, consistently applied, together with an unqualified opinion, other than (i) any qualification arising as a result of the Obligations being characterized as short term debt, or (ii) other going concern qualification, on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than seven the earlier to occur of thirty (730) days after approval following the (i) beginning of each fiscal year and (ii) end of the second fiscal quarter, the Borrowers’ rolling twelve (12) month forecast in form then used by Borrowers’ for their internal financial planning; (e) as soon as available, but in any event no later than sixty (60) days following the Board beginning of Directorseach fiscal year, (A) an annual operating budgets budget and financial projections (including income statements, balance sheets and cash flow statements), by month) for the following fiscal year and (B) Board approved financial projections for the following such fiscal year, commensurate presented in a monthly format, in form and substance reasonably acceptable to Bank, and including the same details with those provided respect to Borrower’s venture budgeted capital investors (it being understood that the budgets and projections expenditures as set forth in this Section for the 2012 fiscal year are expected budget delivered to be received not later than January 31, 2012)Bank as of the Closing Date; (gf) 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 acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) 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; (i) within five (5) days of delivery, copies of all material statements, reports and notices sent or made available generally on a periodic basis by a Borrower to Borrower’s its security holders or to any holders of Subordinated DebtDebt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (jg) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against a Borrower or any of its Subsidiaries Subsidiary that could reasonably be expected result in damages or costs to Borrower or any Subsidiary in excess of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand One Million Dollars ($250,0001,000,000) or morethat could reasonably be expected to have a Material Adverse Effect; and (kh) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested by Bankrequest from time to time.

Appears in 1 contract

Samples: Loan and Security Agreement (Northern Star Acquisition Corp.)

Financial Statements, Reports, Certificates. Provide Bank with Borrowers shall deliver the followingfollowing to Bank: (a) a Transaction Report semi-monthly (and any schedules related thereto), twice per month) within five (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (305) days after of the end 15th day and last day of each month and (ii) month, aged listings of accounts receivable, together with a Borrowing Base Certificate signed by a Responsible Officer in all other cases, on a weekly basissubstantially the form of Exhibit C hereto; (b) within thirty ten (3010) days after the end last day 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 listings of accounts receivable agings (aged by invoice date)payable, transaction reports together with a deferred revenue listing and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretionInventory report; (c) as soon as available, but no later than thirty in any event within forty-five (3045) days after the last day end of each monthquarter, a company Borrower prepared consolidated and consolidating balance sheet sheet, income, and income cash flow statement covering Borrower’s Borrowers’ consolidated and consolidating operations for during such month certified by a Responsible Officer and quarter (“Financial Statements”), prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together along with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible OfficerOfficer in substantially the form of Exhibit D hereto; (d) as soon as available, certifying that as of but in any event within one hundred twenty (120) days after the end of Borrowers’ fiscal year, audited consolidated and consolidating financial statements of Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such month, Borrower was in full compliance with all financial statements 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 an independent certified public accounting firm reasonably request, including, without limitation, a statement that at the end of such month there were no held checksacceptable to Bank; (e) Within thirty as soon as available, but in any event within fifteen (3015) days after the last day of each monthfiling, deliver to Bank monthly recurring revenue roll forward reports, Borrowers’ annual federal tax returns including new monthly revenues added all schedules and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bankexhibits thereto; (f) as soon as available, but in any event no later than seven thirty (730) days after approval by prior to the Board beginning of DirectorsBorrowers’ next fiscal year, (A) annual operating budgets projections (including income statements, balance sheets and cash flow statements, by monthstatements presented in a monthly format) for the following fiscal year and (B) Board approved financial projections for the following upcoming fiscal year, commensurate in form and substance with those provided reasonably satisfactory to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012);Bank, (g) 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 acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by a Borrower to Borrower’s its security holders or to any holders of Subordinated DebtDebt a; (jh) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against a Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to such Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,00050,000) or more, or any commercial tort claim (as defined in the Code) acquired by any Borrower; (i) within ten (10) days after the last day of each month, bank statements listing the balances and activity in Borrowers’ Xxxxx Fargo Accounts; (j) as soon as available, but in any event within 45 days after the end of each quarter, a list of Offsite Inventory; and (k) such budgets, sales projections, operating plans, other financial information including information related to the verification of Borrowers’ Accounts as Bank may reasonably requested by Bankrequest from time to time.

Appears in 1 contract

Samples: Loan and Security Agreement (Telkonet Inc)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), ) (i) with each request for an Advance, (ii) on the 15th day (or the immediately preceding Business Day if the 15th is not a Business Day) and on the last Business Day of each month when a Streamline Period is not in the event that Borrower is Streamline Eligible effect, and provided no Event of Default has occurred and is continuing, no later than (iii) within thirty (30) days after the end of each month and (ii) when a Streamline Period is in all other cases, on a weekly basiseffect; (b) within thirty (30) days after the end of each month, (Ai) monthly accounts receivable agings, aged by invoice date, (Bii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (Ciii) monthly reconciliations of accounts receivable agings (aged by invoice date), ) and transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretionreports; (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 Borrower’s consolidated operations and consolidating Borrower’s and each of its Subsidiaries’ 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 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, 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 may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within thirty within ten (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (710) days after approval by the Board of DirectorsBorrower’s Board, but at least annually, (Ai) annual operating budgets (including income statements, balance sheets and cash flow statements, by monthconsistent with the requirements of Borrower’s Board) for the following upcoming fiscal year of Borrower, and (Bii) Board approved annual financial projections for the following fiscal yearyear (on a quarterly basis) as approved by Borrower’s Board, commensurate together with any related business forecasts used in form and substance the preparation of such annual financial projections; (f) with those provided respect to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January ending December 31, 2012); (g) As 2013, as soon as available, but no later than and with respect to each of Borrower’s fiscal year ends thereafter, as soon as available and in any event within one hundred eighty (180) days after following the last day end 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 in its reasonable discretion (it being understood Bank acknowledges that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification current independent certified public accounting firm as of the Effective Date, any of the “big four” accounting firms, is acceptable to going concern typical for venture backed companies similar to Bank as of the Effective Date); (g) within fifteen (15) days after compilation, but at least annually, any 409A valuation report prepared by or at the direction of Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five ten (510) days of filing, copies of all periodic and other reports, proxy statements and other similar 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 all of its shareholdersshareholders (or required to be distributed), 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, or are available at xxx.xxx.xxx (or any successor site maintained by the SEC for similar purposes); 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 ten (510) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or 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 is reasonably likely to be adversely determined, and if adversely determined could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bank.

Appears in 1 contract

Samples: Loan and Security Agreement (MaxPoint Interactive, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), Deliver to Bank: (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) days after the last day of each monthReconciliation Period, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank Bank; (the “Monthly Financial Statements”); (d) 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fii) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty fifty (180150) 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 in its reasonable discretion Bank; (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (hiii) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act 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; (i) 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; Debt and all reports on Form 10-K, 10-Q and 8-K filed with the SEC or equivalent reporting of foreign private issuer filed with any national securities exchange; (jiv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) or more; and and (kv) budgets, sales projections, operating plans or other financial information reasonably requested by Bank, and in any event, as soon as available but no later than fifteen (15) days following approval by Borrower’s board of directors (and with respect to any updates or amendments thereto, as soon as available but no later than fifteen (15) days following approval by Borrower’s board of directors), a current operating budget and capitalization table. (b) Within thirty (30) days after the last day of each Reconciliation Period, deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B. (c) [Intentionally omitted] (d) Provide Bank with, as soon as available, but no later than five (5) Business Days after the last day of each Reconciliation Period, statements of Borrower's Eligible Collections for such month; (e) Provide Bank with, as soon as available, but no later than five (5) Business Days after the last day of each Reconciliation Period, a Borrowing Base Certificate, signed by a Responsible Officer. (f) Provide Bank with, 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) Provide Bank with, concurrently with sending the same to Borrower's board of directors, information (and any updates or amendments to such information) sent to the board of directors, provided that Borrower may exclude information that, at Borrower’s reasonable discretion, is covered by attorney-client privilege, trade secrets or such information which is reasonably determined by Borrower, at Borrower’s reasonable discretion, to be highly confidential information. (i) Provide Bank 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 or the Debentures, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property.

Appears in 1 contract

Samples: Loan and Security Agreement (Wix.com Ltd.)

Financial Statements, Reports, Certificates. Provide Bank Deliver to Collateral Agent, with the following: (a) a Transaction Report (and any schedules related thereto)copies to each Holder, (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (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 Borrower’s consolidated and consolidating 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 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 monthfinancial statements, Borrower was in full compliance with all of the terms and conditions of this Agreementreports, and setting forth calculations showing compliance with the financial covenants or other items set forth in this Agreement and such other information as Bank shall reasonably request, including, without limitation, a statement that below at the end of such month there were no held checks; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) following times in form and substance reasonably satisfactory to Bank; (f) Collateral Agent and the Holders: as soon as available, but no later than seven (7) in any event within 45 days after approval by the Board end of Directorseach of the fiscal quarters during ICD’s fiscal year (or such longer period as the Holders may agree in their sole discretion), (Aa) annual operating budgets (including an unaudited Consolidated balance sheet, income statementsstatement, balance sheets and statement of cash flow statementsand statement of shareholders’ equity of the Note Parties and their Subsidiaries as at the end of such fiscal period, by month) setting forth in each case in comparative form the figures for the following fiscal year and (B) Board approved financial projections for corresponding periods in the following previous fiscal year, commensurate all in reasonable detail, prepared in accordance with GAAP applicable to interim financial statements generally, and certified by the chief financial officer or vice president finance (or similar officer) of ICD as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; (b) a management discussion and analysis for the fiscal quarter then ended, in form and substance with those provided reasonably satisfactory to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As Holders; as soon as available, but no later than one hundred eighty (180) in any event within 90 days after the last day end of BorrowerICD’s fiscal year, (c) an audited consolidated Consolidated balance sheet, income statement, statement of cash flow and consolidating statement of shareholders’ equity of the Note Parties and their Subsidiaries as at the end of such fiscal year, setting forth in each case m comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized international standing reasonably acceptable to the Holders, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared under in conformity with GAAP, consistently appliedand that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances; (d) a Compliance Certificate from the chief financial officer or vice president-finance (or similar officer) of ICD: (i) Covenant Compliance - setting forth the information from such financial statements that is required in order to establish whether the Note Parties were in compliance with the requirements of Section 3.05(A), and reasonably detailed calculations demonstrating compliance with the financial covenants of such Section, as of the date of the financial certificates accompanying such Compliance Certificate; and (e) a management discussion and analysis for the fiscal year then ended, in form and substance reasonably satisfactory to the Holders; as soon as available, but in any event within 30 days (or, in the case of the last fiscal month of any fiscal quarter, 45 days) after the end of each of ICD’s fiscal month (or such longer period as the Holders may agree in their sole discretion), (f) an unaudited Consolidated balance sheet, income statement, statement of cash flow and statement of shareholders’ equity of the Note Parties and their Subsidiaries as at the end of any month, setting forth in each case in comparative form the figures for the corresponding month in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to interim financial statements generally, and certified by the chief financial officer or vice president finance (or similar officer) of ICD as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; annually, within 90 days after the end of each fiscal year, (g) a detailed calculation of Excess Cash Flow for such fiscal year, together with an unqualified opinion on any necessary supporting documentation, certified by the chief financial statements from an independent certified public accounting firm acceptable officer or vice president-finance (or similar officer) of ICD, in form and substance satisfactory to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31Holders; if and when filed by ICD, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports; (i) all registration statements (other than Form S-8 or any similar form) filed by ICD with the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five SEC; and (5j) days of filing, copies of all periodic financial statements, reports and other reports, proxy statements furnished to all shareholders of ICD, to the extent not otherwise required to be delivered under this Agreement; as soon as available, but in any event within 30 days before the start of each of the Note Parties’ fiscal years, (k) copies of Note Parties’ Projections for the forthcoming fiscal year on a quarterly basis, certified by the chief financial officer or vice president-finance (or similar officer) of ICD as being such officer’s good faith estimate, in light of facts and other materials filed conditions known at the time, of the financial performance of the Note Parties and their Subsidiaries during the period covered thereby; promptly, but in any event within 5 days after any Note Party has knowledge of any event or condition that constitutes a Default or an Event of Default, (l) notice of such event or condition and a statement of the curative action that the Note Parties propose to take with respect thereto; promptly, but in any event within 5 days after any Note Party has knowledge thereof or the date of the furnishing of by Borrower any Note Party, (m) notice and copies of notices, certificates, statements or reports sent to or from the Note Parties in connection 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. ABL Documents which are not otherwise required to be delivered pursuant to the terms hereof (of this Agreement or any amendment, waiver, consent supplement and other modification relating 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; (i) 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; (j) prompt report of any legal actions pending or threatened in writing against Borrower ABL Documents or any of its Subsidiaries that could result in damages or costs forbearance agreement relating to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or moreABL Documents; and (k) other financial information reasonably requested by Bank.

Appears in 1 contract

Samples: Indenture (Independence Contract Drilling, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), Borrower will deliver to Bank: (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) 30 days after the last day of each month, a company company-prepared consolidated and consolidating unaudited balance sheet sheets and income statement statements covering Borrower’s consolidated the operations of Borrower and consolidating operations for such month its Subsidiaries during the period, certified by a Responsible Officer and in a form acceptable to Bank Bank; (the “Monthly Financial Statements”); (d) 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fii) as soon as available, available but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) 180 days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements for Borrower and its Subsidiaries prepared under GAAP, consistently applied, together with an opinion which is unqualified opinion (other than a “going concern” qualification) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion Bank; (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain iii) a qualification as to going concern typical for venture backed companies similar to Borrower; (h) 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; (i) 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; (j) prompt report of any legal actions pending or or, to the knowledge of Borrower, threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) 250,000 or more; and(iv) as soon as available, but at least annually after the end of each fiscal year of Borrower and in all cases no later than 15 days following board approval, a copy of Borrower’s board-approved projections for the following year, and (v) prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of Borrower or any Subsidiary 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 could reasonably be expected to materially adversely affect the value of the Intellectual Property. (kb) other financial information reasonably requested Within 30 days after the last day of each month, Borrower will deliver to Bank a Compliance Certificate in the form attached hereto as Exhibit D, along with aged listings by Bankinvoice date of accounts receivable, all signed by a Responsible Officer. (c) Bank may audit the Collateral at Borrower’s expense at any time after an Event of Default has occurred and is continuing.

Appears in 1 contract

Samples: Loan and Security Agreement (Intraware Inc)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Borrowing Base Report (and any schedules related thereto), thereto and including any other information requested by Bank with respect to Borrowers’ Accounts) (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuingwith each request for an Advance, (ii) no later than thirty (30) days after the end Friday of each month week when a Streamline Period is not in effect, and (ii) in all other cases, on a weekly basis; (biii) within thirty (30) days after the end of each monthmonth when a Streamline Period is in effect; (b) as soon as available, and within five (A5) monthly days of filing with the SEC, but no later than forty-five (45) days after the last day of each of the first three quarters of Parent’s fiscal year, company prepared consolidated financial statements for such quarter prepared under GAAP (or IFRS, if applicable), consistently applied, certified by a Responsible Officer and in a form acceptable to Bank; (c) as soon as available, and within five (5) days of filing with the SEC, but no later than ninety (90) days after the last day of Parent’s fiscal year, audited consolidated financial statements prepared under GAAP (or IFRS, if applicable), 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; (d) included with any Borrowing Base Report required pursuant to Section 6.2(a) (i) weekly or monthly, as applicable, Domestic accounts receivable agings, aged by invoice date, (Bii) monthly weekly or monthly, as applicable, accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (Ciii) monthly weekly or monthly, as applicable, reconciliations of accounts receivable agings (aged by invoice date), transaction reports and general ledgerreports, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretionand unbilled accounts report; (ce) within thirty (30) days after the last day of each month and together with the Borrowing Base Reports, a duly completed Borrowing Base Certificate signed by a Responsible Officer; (f) within thirty (30) days after the last day of each month, a cash holdings report; (g) as soon as available, but no later than thirty (30) days after the last day of each month, together with a company prepared consolidated and consolidating balance sheet covering Borrowers’ and income statement covering Borrowereach of their Subsidiary’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”), a duly completed Compliance Certificate signed by a Responsible Officer, (i) certifying as of the end of such month (A) calculations showing compliance with the financial covenant set forth in Section 6.9(a) and (B) that Borrowers were in full compliance with all of the terms and conditions of this Agreement; provided that, with respect to the financial covenants set forth in this Agreement, Borrowers shall only be required to certify compliance with the financial covenant set forth in Section 6.9(a), and (ii) setting forth and such other information as Bank may reasonably request; (dh) within thirty (30) days after the last day of each month and together with the Monthly Financial Statementsfiscal quarter, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such monthfiscal quarter, Borrower was 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 Bank shall may reasonably request, including, without limitation, a statement that at the end of such month fiscal quarter there were no held checks; (ei) Within thirty within the earlier to occur of (30A) forty-five (45) days after the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics fiscal year of Parent or (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operationsB) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) 10 days after approval by the Parent’s Board of Directors, (A) annual operating budgets for the upcoming fiscal year of Parent (including income statements, balance sheets and sheets, cash flow statementsstatements and other annual financial projections, by month) for fiscal quarter), together with any related business forecasts used in the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)preparation of such annual operating budgets; (gj) As soon as availableprompt 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, but no later than one hundred eighty individually or in the aggregate, One Million Dollars (180$1,000,000) 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 acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borroweror more; (hk) in the event that Borrower becomes subject prompt written notice of any changes to the reporting requirements under beneficial ownership information set out in Exhibit I. 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 Exchange Act within five beneficial owners of its legal entity customers; and (5l) days of filing, copies of all periodic and other reports, proxy statements and other materials filed financial information reasonably requested 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 beBank. 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 Borrowers’ website on the Internet at Borrower’s Borrowers’ website address; (i) 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; (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 aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bank.

Appears in 1 contract

Samples: Loan and Security Agreement (Aviat Networks, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with Borrowers shall deliver the following: following to Bank: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than in any event within thirty (30) days after the last day of each month, (i) a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, (ii) aged listings of accounts receivable and accounts payable by invoice date, and (iii) a Monthly Recurring Revenue report for the trailing 12 months; (b) as soon as available, but in a form acceptable to Bank (the “Monthly Financial Statements”); (d) any event within thirty (30) days after the last day end of each month calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement covering Parent’s and its Subsidiaries’ consolidated and consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer, together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as Officer in substantially the form 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; Exhibit D hereto; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fc) as soon as available, but in any event within one hundred eighty (180) days after the end of Parent’s fiscal year, audited consolidated and consolidating financial statements of Parent 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 (it being acknowledged that MxXxxxxxx & Jxxxx LLP is acceptable to Bank); (d) as soon as available, but in any event no later than seven the earlier to occur of sixty (760) days after following the beginning of each fiscal year or the date of approval by the Board Parent’s board of Directorsdirectors, (A) an annual operating budgets budget and financial projections (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following such fiscal year, commensurate presented in a quarterly format, approved by Parent’s board of directors, and in a form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) 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 acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31each, 2012a “Financial Plan”), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; ; (he) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by a Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission, with Borrower’s posting of materials on the SEC’s EXXXX database satisfying such reporting obligation; (jf) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against a Borrower or any of its Subsidiaries Subsidiary that could 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 ($250,00050,000) or more; and and (kg) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested by Bankrequest from time to time.

Appears in 1 contract

Samples: Loan and Security Agreement (SharpSpring, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report Borrower shall deliver to Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and any schedules related thereto)such other statements, reports, certificates and records as Bank may reasonably request from time to time. (i) As soon as available, and in any event no later than the earlier of (i) the date Borrower is required by the SEC to deliver its Form 10-K for any fiscal year of Borrower (taking into account any extension of the time to file granted by the SEC) and (ii) one hundred twenty (120) days after the end of each fiscal year of Borrower, Borrower shall deliver to Bank audited consolidated and consolidating financial statements of Borrower and its Subsidiaries (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with an opinion on such financial statements that is unqualified or qualified in a manner acceptable to Bank from WithumSmith+Xxxxx, PC, Xxxxx & Xxxxx, or another independent certified public accounting firm reasonably acceptable to Bank; provided that filing with the SEC within the time period specified above of Borrower’s annual report on Form 10-K for such fiscal year (together with Borrower’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934) prepared in accordance with the requirements therefor shall be deemed to satisfy the requirements of this Section 6.4(a)(i). (ii) As soon as available, and in any event that no later than the earlier of (i) the date Borrower is Streamline Eligible required by the SEC to deliver its Form 10-Q for any fiscal quarter of Borrower (taking into account any extension of the time to file granted by the SEC) and (ii) forty-five (45) days after the end of each fiscal quarter of Borrower, Borrower shall deliver to Bank an unaudited consolidated and consolidating balance sheet and a statement of income and retained earnings prepared in accordance with GAAP, consistently applied, covering the consolidated operations of Borrower and its Subsidiaries during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; provided no Event that filing with the SEC within the time period specified above of Default has occurred Borrower’s quarterly report on Form 10-Q prepared in compliance with the requirements therefor shall be deemed to satisfy the requirements of this Section 6.4(a)(ii). (iii) Promptly after the same become publicly available, Borrower shall deliver to Bank copies of all registration statements and is continuingreports on Form 10-K, 10-Q and 8-K (or their equivalents) filed with the SEC; provided that filing with the SEC within the time period specified above (if applicable) of any of Borrower’s registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents) prepared in accordance with the requirements therefor shall be deemed to satisfy the requirements of this Section 6.4(a)(iii). (iv) As soon as available, and in any event no later than thirty (30) days following the Closing Date, Borrower shall deliver to Bank an unaudited balance sheet and a statement of income and retained earnings prepared in accordance with GAAP, consistently applied, covering the operations of SenDEC Corp. for the period commencing January 1, 2011 and ending January 21, 2011, in a form reasonably acceptable to Bank and certified by a Responsible Officer. (v) Promptly upon receipt of notice thereof, Borrower shall deliver to Bank a 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. (vi) Promptly, and in any event within five (5) Business Days after receipt thereof by Borrower or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of Borrower or any Subsidiary thereof. (vii) Borrower shall deliver to Bank such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time. (viii) Within forty-five (45) days after the end last day of each month fiscal quarter, Borrower shall deliver to Bank a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations (ii) if such status has changed), as well as any material claim of infringement against Borrower’s Intellectual Property or any change in all other casesBorrower’s Intellectual Property that would reasonably be expected to have a Material Adverse Effect, on a weekly basis;including, but not limited to, any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright application or registration not specified in the Exhibits to the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. (b) As soon as available, but in any event within thirty (30) days after the end of each calendar month, (A) monthly accounts receivable agingsBorrower shall deliver to Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto, together with aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) monthly reconciliations listings of accounts receivable agings (aged by invoice date), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue an inventory report in a form satisfactory reasonably acceptable to Bank in its sole discretion, but reasonable discretion;Bank. (c) as As soon as available, but and in any event no later than thirty the earlier of (30i) ten (10) days following Borrower’s delivery of its Form 10-Q to the SEC for any fiscal quarter of Borrower (taking into account any extension of the time to file granted by the SEC) and (ii) forty-five (45) days after the last day end of each monthfiscal quarter of Borrower, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable Borrower shall deliver to Bank (the “Monthly Financial Statements”); (d) 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 Officer in substantially the form of Exhibit E hereto. (d) No later than forty-five (45) days after the end beginning of such montheach fiscal year of Borrower, Borrower was in full compliance with all of the terms and conditions of this Agreementshall deliver to Bank a detailed annual Budget, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and Borrower shall notify Bank of each material change to or deviation from such other information as Bank shall reasonably request, including, without limitation, a statement that at the end Budget within ten (10) Business Days after Borrower’s board of directors has approved such month there were no held checks;change or deviation. (e) Within thirty Subject to any restrictions imposed by the DSS or any other Governmental Authority, Borrower shall permit Bank directly and through another Person on Bank’s behalf and Bank shall have a right from time to time hereafter, directly and through another Person on Bank’s behalf, to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense; provided, however, that, so long as no Event of Default has occurred and is continuing, Bank shall be entitled to conduct only one (301) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics such audit or appraisal during any twelve (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank;12)-month period. (f) Borrower shall provide such additional statements and information as soon as availableBank may from time to time reasonably request, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) 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 in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) 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; (i) 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; (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 aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bank.

Appears in 1 contract

Samples: Loan and Security Agreement (API Technologies Corp.)

Financial Statements, Reports, Certificates. Provide Bank with the followingBorrower shall deliver to Bank: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) in any event within 45 days after the last day end of each monthcalendar month during which the aggregate outstanding Obligations owing to Bank with respect to Advances and Equipment II Advances is $9,000,000 or greater, a company prepared consolidated and consolidating financial statements (balance sheet and sheet, income statement and cash flow statement) covering Borrower’s consolidated and consolidating operations for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Bank (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed certified by a Responsible Officer, certifying that together with a Compliance Certificate certified 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added such period and revenues lost for each month, and SaaS metrics signed by a Responsible Officer in substantially the form of Exhibit E hereto; (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fii) as soon as available, but no later than seven in any event on or before the date Borrower’s report on Form 10-Q is required to be filed with the Securities Exchange Commission, quarterly consolidated and consolidating financial statements (7) days after approval by the Board of Directorsbalance sheet, (A) annual operating budgets (including income statements, balance sheets statement and cash flow statementsstatement), together with a Compliance Certificate certified as of the last day of such period and signed by montha Responsible Officer in substantially the form of Exhibit E hereto; (iii) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after in any event on or before the last day of date Borrower’s fiscal yearreport on Form 10-K is required to be filed with the Securities Exchange Commission, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion Bank; (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (hiv) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders; and (v) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time. (b) As soon as possible and in any event within three (3) Business Days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (c) Upon Bank’s request, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that 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 Borrower’s security holders Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any holders Trademark, Patent or Copyright not specified in Exhibits A, B, and C of Subordinated Debt;any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. (jd) prompt report of Borrower may deliver to Bank on an electronic basis any legal actions pending certificates, reports or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs information required pursuant to Borrower or any of its Subsidiaries ofthis Section 6.2, individually or and Bank shall be entitled to rely on the information contained in the aggregateelectronic files, Two Hundred Fifty Thousand Dollars ($250,000) or more; andprovided that Bank in good faith believes that the files were delivered by a Responsible Officer. (k) other financial information reasonably requested by Bank.7. Section 6.3 of the Agreement is amended and restated in its entirety to read as follows:

Appears in 1 contract

Samples: Loan and Security Agreement (Applied Optoelectronics, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), Borrower shall deliver to Bank: (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30thirty(30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s 's consolidated and consolidating operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank Bank; (the “Monthly Financial Statements”); (d) 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fii) as soon as available, but no later than seven ninety (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (18090) days after the last day of Borrower’s '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 in its reasonable discretion Bank; (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; iii) within ten (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (510) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt; Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (jiv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could would reasonably be expect to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Three Hundred Fifty Thousand Dollars ($250,000300,000.00) or more; and and (kv) budgets, sales projections, operating plans or other financial information reasonably requested by Bank. (b) Within thirty (30) days after the last day of each month, 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 a Compliance Certificate signed by a Responsible Officer in the form of Exhibit D. (d) Borrower shall allow Bank to audit Borrower's Collateral at Borrower's expense. Such audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing.

Appears in 1 contract

Samples: Loan and Security Agreement (Bottomline Technologies Inc /De/)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), ) (i) in the event that Borrower is Streamline Eligible with each request for an Advance, and provided no Event of Default has occurred and is continuing, no later than thirty (30ii) within twenty (20) days after the end of each month and (ii) in all other cases, on a weekly basismonth; (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 reports, Deferred Revenue report, and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion,; (c) (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared compiled, consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank Bank; (the “Monthly Financial Statements”); (d) 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, 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 may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within within thirty (30) days after the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each monthfiscal year of Borrower, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as availableamended and/or updated, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following then-current fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to of Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (gf) As as soon as available, but no later than one hundred eighty and in any event within ninety (18090) days after following the last day end 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 in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to BorrowerBank; (hg) 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; (ih) 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; (ji) 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, Two Hundred Fifty Thousand Dollars ($250,000200,000) or more; and (kj) other financial information reasonably requested by Bank, including, without limitation, outstanding or held check registers, if any.

Appears in 1 contract

Samples: Loan and Security Agreement (ChyronHego Corp)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report Borrower shall deliver the following to Agent by email to the address specified pursuant to Article 11 (and any schedules related theretoAgent shall deliver same to Lenders immediately upon receipt thereof), and Agent and Lenders shall be entitled to rely on the information contained therein: (i) as soon as available, but in any event within the event that Borrower is Streamline Eligible earlier of (x) forty-five (45) days after the end of each calendar quarter and provided no (y) the date on which delivered to the SEC, Parent’s consolidated financial statements including a cash flow statement, income statement and balance sheet for the period reported, and certified by a Responsible Officer of Parent; (ii) if a Default or Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) as soon as available, but in all other cases, on a weekly basis; (b) any event within thirty (30) days after the end of each monthcalendar month (in form and substance satisfactory to the Required Lenders), (A) monthly accounts receivable agingsPxxxxx’s consolidated financial statements including a cash flow statement, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateincome statement and balance sheet for the period reported, and outstanding or held check registers, if any, certified by a Responsible Officer of Parent; (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (ciii) as soon as available, but no later than thirty in any event within the earlier of (30x) one hundred and twenty (120) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating 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 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following Parent’s fiscal year and (By) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided date on which delivered to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal yearSEC, audited consolidated and consolidating financial statements prepared under of Parent in accordance with GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable the Initial Lenders; (iv) as soon as available, but in any event within thirty (30) days prior to the end of Parent’s fiscal year, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a quarterly format reasonably acceptable to Bank in its reasonable discretion (it being understood the Required Lenders, provided that the audited financial statements with respect to Borrower’s annual operating budget for the 2010 fiscal year are expected 2023, the Borrower may deliver such annual operating budget to be received not Agent by no later than the earlier of (x) January 3110, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification 2023 and (y) one Business Day prior to the closing of Heartland Disposition (as to going concern typical for venture backed companies similar to Borrower; (h) defined in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five Heartland Consent); (5v) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by any Loan Party to its security holders and debt holders, when made available to Borrower’s security holders or to any holders such holders; (vi) promptly upon receipt of Subordinated Debt; (j) prompt written notice thereof, a report of any legal actions pending or threatened against any Loan Party that could reasonably be deemed to result in writing against Borrower damages, fines, penalties or other sanctions by any Governmental Authority payable by any Loan Party exceeding the Threshold Amount, or claims for injunctive or equitable relief; (vii) promptly upon receipt thereof (but in any event no more than three (3) Business Days thereafter), (A) copies of any amendments, waivers, consents or other modifications to any Intermediation Facility Documents or any other documents relating to Indebtedness in excess of its Subsidiaries that could result in damages or costs the Threshold Amount, as applicable, (B) notices of default required to Borrower be delivered pursuant to any Intermediation Facility Documents, or any other documents relating to Indebtedness in excess of its Subsidiaries ofthe Threshold Amount, individually or in the aggregateas applicable, Two Hundred Fifty Thousand Dollars ($250,000C) or morenotices of material adverse changes, and (D) notice of any Change of Control; and (kviii) other financial information as Agent or any Lender may reasonably request from time to time promptly after such request; (ix) environmental, social and corporate governance related materials reasonably requested by Bankthe Lenders, including the BlackRock ESG Questionnaire within seventy-five (75) days after request therefor by the requesting Lenders, which in the case of the BlackRock ESG Questionnaire, shall be completed by the Loan Parties, for direct delivery to the BlackRock Lenders, within seventy-five (75) days after request through the e-Front system without any additional request by such BlackRock Lenders and (x) no later than Tuesday of each calendar week (commencing in January 16, 2024), (1) a reasonably detailed summary as of the last day of the preceding week of the Loan Parties’ RFS Assets and RFS Liabilities and (2) a reasonably detailed summary of (x) all obligations for the purchase of RINs that have not been paid and (y) RINs that the Loan Parties must purchase in order to satisfy its RVOs; provided, that if requested by Agent, the Borrower shall make its management and advisors available to Required Lenders and their advisors from time to time during normal business hours with reasonable advance notice to address questions from Agent and its advisors in respect of the foregoing items in clause (x).

Appears in 1 contract

Samples: Loan and Security Agreement (Vertex Energy Inc.)

Financial Statements, Reports, Certificates. Provide Bank with Borrower shall deliver the followingfollowing to Collateral Agent by email to the address specified pursuant to Section 11, and Agents and Lenders shall be entitled to rely on the information contained therein: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company company-prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating each of its Subsidiary’s operations for such month certified by a Responsible Officer and in a form reasonably acceptable to Bank Collateral Agent (the “Monthly Financial Statements”); (db) as soon as available, and in any event within thirty forty-five (3045) days after the last day of each month fiscal quarter of Borrower, company-prepared consolidated and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s operations for such quarter certified by a Responsible Officer, certifying that as of the end of such month, Borrower was Officer and 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 a form reasonably request, including, without limitation, a statement that at the end of such month there were no held checksacceptable to Bank; (ec) Within as soon as available but no later than the earlier of (i) thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval thereof by the Board or (ii) January 31st of Directorseach year, and contemporaneously with any updates or amendments thereto, (Aa) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Borrower, and (Bb) Board approved annual financial projections for the following fiscal yearyear (on a quarterly basis), commensurate in form and substance each case as approved by the Board, together with those provided to Borrower’s venture capital investors (it being understood that any related business forecasts used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)preparation of such annual financial projections; (gd) As as soon as available, but no later than and in any event within 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 in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31Senior Creditor, 2012)or if there is none, provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to BorrowerCollateral Agent; (he) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other similar 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 all of its shareholdersshareholders (or required to be distributed), as the case may bebe (other than materials filed by Borrower on a “confidential treatment” basis). 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 Equipment Loan and Security Agreement – Beyond Meat on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet internet at Borrower’s website address, or are available at xxx.xxx.xxx (or any successor site maintained by the SEC for similar purposes); provided, however, Borrower shall promptly notify Collateral Agent in writing (which may be by electronic mail) of the posting of any such documents; (if) 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 DebtIndebtedness which is subordinated to the Obligations; (g) within thirty (30) after completion thereof, a copy of each 409(a) valuation report for Borrower’s capital stock; (h) reserved; (i) within five (5) days after the occurrence thereof, written notice of a Key Person departing from or ceasing to be employed by Borrower; (j) 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 aggregate, Two Hundred Fifty Thousand Dollars ($250,000250,000.00) or more; and (k) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by BankCollateral Agent.

Appears in 1 contract

Samples: Equipment Loan and Security Agreement (Beyond Meat, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with Borrowers shall deliver the following: following to Administrative Agent: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (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 Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) any event within thirty (30) days after the last day of each month fiscal quarter, an aged listings of accounts receivable and together with the Monthly Financial Statementsaccounts payable by invoice date and a deferred revenue report; (b) as soon as available, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was but 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; (e) Within any event within thirty (30) days after the last day end of each calendar month, deliver to Bank monthly recurring revenue roll forward reportsa company prepared consolidated and consolidating balance sheet, including new monthly revenues added and revenues lost for each monthincome statement, and SaaS metrics cash flow statement covering Borrowers’ operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Administrative Agent and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fc) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrowers’ fiscal year, audited consolidated financial statements of Borrowers 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 Administrative Agent; (d) as soon as available, but in any event no later than seven the earlier to occur of thirty (730) days after following the beginning of each fiscal year or the date of approval by the Board such Borrowers’ board of Directorsdirectors, (A) an annual operating budgets budget and financial projections (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following such fiscal year, commensurate presented in a monthly format, approved by Borrowers’ board of directors, and in a form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) 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 acceptable to Bank Administrative Agent in its reasonable discretion business judgment (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31each, 2012a “Financial Plan”), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; ; (he) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by a Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission within five (j5) prompt days after such filing; (f) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against a Borrower or any of its Subsidiaries Subsidiary that could 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 Five Hundred Fifty Thousand Dollars ($250,000500,000) or more; and and (kg) such budgets, sales projections, operating plans or other financial information as Administrative Agent may reasonably requested by Bankrequest from time to time.

Appears in 1 contract

Samples: Loan and Security Agreement (Tabula Rasa HealthCare, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with the following: Borrower shall deliver to Bank: (a) a Transaction Report (and as soon as available, but in any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (b) within thirty (30) days after the end of each monthof Borrower's fiscal quarters, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, certified by a Responsible Officer; (Ab) monthly as soon as available, but in any event with thirty (30) days of the end of Borrower's fiscal quarter, a report, signed by a Responsible Officer, of aged listings of Borrower's accounts receivable agings, aged by invoice date, (B) monthly and 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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; payable; (c) as soon as available, but no later than thirty in any event within fifty (3050) days after the last day end of each monthof Advanced Polymer Systems, a company prepared consolidated Inc.'s fiscal quarters, all reports of Advanced Polymer Systems, Inc.'s Form 10-Q filed with the Securities and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); Exchange Commission; (d) 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven in any event within one hundred and twenty (7120) days after approval by the Board end of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) Borrower's fiscal year for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January ending December 31, 2012); 1995, consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied; (ge) As as soon as available, but no later than in any event within one hundred eighty and twenty (180120) days after the last day end of Borrower’s 's fiscal yearyear for each fiscal year after the fiscal year ending December 31, 1995, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank Bank; (f) as soon as available, but in its reasonable discretion any event within one hundred and twenty (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5120) days after the end of filingAdvanced Polymer System's fiscal year, copies all reports of all periodic and other reportsAdvanced Polymer Systems, 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 Inc.'s Form 10-K filed with the SEC) may be delivered electronically Securities 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; Exchange Commission; (ig) within five (5) days of deliveryupon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower and Advanced Polymer Systems, Inc. to Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Form 10-K and 10-Q filed with the Securities and Exchange Commission; (h) as soon as available, but in any event within thirty (30) days after the end of Borrower's and Advanced Polymer Systems, Inc.'s fiscal quarters, respectively, annual financial forecasts on the balance sheet, income statement, and cash flow statement for the upcoming four quarters for Borrower and Advanced Polymer Systems, Inc.; (ji) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and and (kj) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time. Borrower shall deliver to Bank with the quarterly financial statements a Compliance Certificate signed by Banka Responsible Officer in substantially the form of Exhibit C hereto. Borrower shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more than every six (6) months unless an Event of Default has occurred and is continuing.

Appears in 1 contract

Samples: Loan and Security Agreement (Advanced Polymer Systems Inc /De/)

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the following: financial statements, reports, or other items set forth below at the following times in form satisfactory to Agent: as soon as available, but in any event no later than the 45th day after the end of each Fiscal Quarter during each of Borrower’s Fiscal Years, except the fourth Fiscal Quarter, (a) an unaudited consolidated balance sheet as of the last day of Borrower’s first three Fiscal Quarters and an income statement and statement of cash flow, covering Borrower’s operations on a Transaction Report (consolidated basis for such period and any schedules related thereto)compared to the prior quarter, (ib) a reconciliation of billed Accounts and trade accounts payable of Borrower’s general ledger accounts to its quarterly financial statements including any book reserves related to each category, and (c) a Compliance Certificate. as soon as available, but in the any event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) within 30 days after the end of each month and (ii) in all other cases, on a weekly basis; (b) within thirty (30) days after the end of each calendar month, (A) monthly accounts receivable agings, aged by invoice dateor more frequently upon any material change to Borrower’s business, (Bd) 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) a detailed report regarding Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) unbilled Accounts. as soon as available, but in any event no later than thirty the 90th day after the end of each of Borrower’s Fiscal Years during the term of the Agreement, (30e) days after consolidated balance sheet as of the last day of each monthBorrower’s Fiscal Year, a company prepared consolidated and consolidating balance sheet and an income statement and statement of cash flow covering Borrower’s operations on a consolidated and consolidating operations basis for such month Fiscal Year, audited by independent certified by a Responsible Officer and in a form public accountants reasonably acceptable to Bank Agent and certified, without any of the following qualifications (including any (A) “going concern” or like qualification or exception, other than for Fiscal Year 2013 provided such “going concern” qualification is solely with respect the “Monthly Financial Statements”); pending maturities of Borrower’s existing Indebtedness, its recurring net losses and its excess of liabilities over its assets, (dB) within thirty qualification or exception as to the scope of such audit, or (30C) days after qualification which relates to the last day treatment or classification of each month any item and together which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as provisions of Section 5.07 of the end Agreement), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, statement of such month, Borrower was in full compliance with all of the terms and conditions of this Agreementcash flow, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and statement of shareholder’s equity, and, if prepared, 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; (e) Within thirty (30) days after the last day of each month, deliver accountants’ letter to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each monthmanagement), and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) a Compliance Certificate. as soon as available, but no later than seven (7) in any event within 30 days after approval by prior to the Board start of Directorseach of Borrower’s Fiscal Years, or more frequently upon any material change to Borrower’s business, (Ag) annual operating budgets copies of Borrower’s Projections (including management’s projected income statements, balance sheets and cash flow statements), by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided satisfactory to Agent, in its sole but reasonable discretion, for the forthcoming Fiscal Year, month by month, certified by the chief financial officer of Borrower as being the Borrower’s venture capital investors good faith projection of the financial performance of Borrower during the period covered thereby subject to assumptions believed by Borrower to be reasonable at the time of the delivery of such Projections to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the budgets control of the Loan Parties and their Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrower’s good faith estimate, projections set forth in this Section for the 2012 fiscal year are expected or forecasts based on methods and assumptions which Borrower believed to be received reasonable at the time such Projections were prepared, are not later than January 31, 2012); (g) 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 acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31viewed as facts, 2012)and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results. if and when filed by Borrower, provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, all within five (5) 5 days of filing, copies of all periodic and filing (i) any other reports, proxy statements and other materials filed filings made 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; (i) 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; (j) prompt report any other information that is provided by Borrower to its shareholders generally in their capacity as shareholders and not information generally provided to individuals in their capacity as employees. promptly, but in any event no later than 5 Business Days after Borrower has knowledge of any legal actions pending event or threatened condition that constitutes a Default or an Event of Default, (k) notice of such event or condition and a statement of the curative action that Borrower proposes to take with respect thereto. promptly after the commencement thereof, but in writing any (l) notice of all actions, suits, or proceedings brought by or against Borrower or any of its Subsidiaries that could result in damages or costs to before any Governmental Authority which reasonably event no later than 5 Business Days after the service of process with respect thereto on Borrower or any of its Subsidiaries ofSubsidiaries, individually or could be expected to result in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Banka Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Alion Science & Technology Corp)

Financial Statements, Reports, Certificates. Provide Bank with Borrowers shall deliver the followingfollowing to Bank: (a) a Transaction Report as soon as available, but in any event within twenty (and any schedules related thereto)20) days after the last day of each month, (i) a Borrowing Base Certificate signed by a Responsible Officer in substantially the event that Borrower is Streamline Eligible and provided no Event form of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and Exhibit C hereto (ii) aged listings of accounts receivable and accounts payable by invoice date, (iii) an inventory report and (iv) a Compliance Certificate signed by a Responsible Officer in all other cases, on a weekly basissubstantially the form of Exhibit D hereto; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, (A) monthly accounts receivable agingsa company prepared consolidated and consolidating balance sheet, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateincome statement, and outstanding or held check registerscash flow statement covering Borrowers’ consolidated and consolidating operations during such period, if any, prepared on a consistent basis from period to period (C) monthly reconciliations of accounts receivable agings (aged by invoice datewhich may not be in accordance with GAAP), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in a form satisfactory acceptable to Bank in its sole discretion, but reasonable discretionand certified by a Responsible Officer; (c) as soon as available, but in any event within one hundred eighty (180) days after the end of a Borrower’s fiscal year, audited consolidated financial statements of Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm; (d) as soon as available, but in any event no later than thirty (30) days after prior to the last day beginning of each monthfiscal year, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating 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 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) an annual operating budgets budget and financial projections (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following upcoming fiscal year, commensurate presented in a quarterly format, approved by Parent’s board of directors, and in a form and substance with those provided acceptable to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)Bank; (ge) As soon as available, but no later than one hundred eighty within thirty (18030) days after following the last day end of Borrower’s fiscal each 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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrowercontact/address list of Borrowers’ account debtors; (hf) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by a Borrower to Borrower’s its security holders or to any holders of Subordinated Debt, including reports filed publicly with the Securities and Exchange Commission (on Form 10K, 10Q or otherwise), which shall deemed as delivered to Bank once such reports are made available via posting and/or links on Borrower’s website; (jg) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against a Borrower or any of its Subsidiaries Subsidiary that could 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; (h) promptly following any request therefor, Borrower shall provide to Bank any information and documentation reasonably requested by Bank for purposes of compliance with applicable “know your customer” requirements under the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “Patriot Act”), the Beneficial Ownership Regulation or other applicable anti-money laundering laws, including but not limited to a Beneficial Ownership Certification form acceptable to Bank; (i) immediate notice if a Borrower or any Subsidiary has knowledge that a Borrower, or any Subsidiary or Affiliate of a Borrower, is listed on the OFAC Lists or (i) is convicted on, (ii) pleads nolo contendere to, (iii) is indicted on, or (iv) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. (j) as soon as possible and in any event within three (3) Business Days after becoming aware of the occurrence or existence of an Event of Default or event described in Section 8 which, with the giving of notice or passage of time, or both, would constitute an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which a Borrower has taken or proposes to take with respect thereto; (k) if a Borrower shall acquire a commercial tort claim (as defined in the Code), in an amount in excess of Two Hundred Fifty Thousand Dollars ($250,000), such Borrower shall promptly notify Bank in writing of the general details thereof (including the case name and docket number and the court in which such case has been filed) and such notice shall be deemed as Borrower’s grant of a security interest therein and in the proceeds thereof; and (kl) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.3, 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 Banka Responsible Officer. If a Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf or other image file within 5 Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical or imaged signature of the Responsible Officer.

Appears in 1 contract

Samples: Loan and Security Agreement (Identiv, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with Borrower shall deliver or, in the following: case of public securities filings, make available on the Borrower’s website, the following to Bank: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than within thirty (30) days after the end last day of each month month, (i) aged listings of accounts receivable and accounts payable, (ii) a deferred revenue schedule; (iii) a sales journal; (iv) a collections journal; and (v) a Borrowing Base Certificate signed by a Responsible Officer in all other cases, on a weekly basis; substantially the form of Exhibit C hereto; (b) as soon as available, but in any event within thirty (30) days after the end of each month, a Borrower prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during such month, prepared in accordance with GAAP, consistently applied (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 datebut subject to year-end adjustments), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in a form satisfactory acceptable to Bank along with a Compliance Certificate signed by a Responsible Officer in its sole discretion, but reasonable discretion; substantially the form of Exhibit D hereto; (c) as soon as available, but in any event within five (5) days of filing, all reports on Forms 10-Q filed with the Securities and Exchange Commission; (d) as soon as available, but in any event within five (5) days of filing, all reports on Forms 10-K filed with the Securities and Exchange Commission, including audited consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (e) as soon as available, but in any event no later than thirty (30) days after the last day October 31st of each monthcalendar year (or more frequently as Bank may reasonably request), a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating 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 each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as copies of the end of such month, Borrower was in full compliance with all personal financial statements 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; Personal Guarantor; (f) as soon as available, but in any event within five (5) days of filing but no later than seven October 31st of each calendar year, copies of Borrower’s tax returns with schedules, prepared by an independent certified public accounting firm reasonably acceptable to Bank; (7g) as soon as available, but in any event no later than the earlier of thirty (30) days after following the beginning of Borrower’s next fiscal year or the date of approval by the Borrower’s Board of Directors, (A) annual operating budgets projections (including income statements, balance sheets and cash flow statements, by monthstatements presented in a monthly format) for the following fiscal year and (B) Board approved financial projections for the following upcoming fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) 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 acceptable reasonably satisfactory to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31each, 2012a “Financial Plan”), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; ; (h) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; ; (ji) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more, or any commercial tort claim (as defined in the Code) acquired by Borrower; and and (kj) such budgets, sales projections, operating plans, other financial information including information related to the verification of Borrower’s Accounts as Bank may reasonably requested by Bankrequest from time to time.

Appears in 1 contract

Samples: Loan and Security Agreement (Bridgeline Digital, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), ) (i) in the event that Borrower is Streamline Eligible with each request for an Advance, and provided no Event of Default has occurred and is continuing, no later than (ii) within thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basismonth; (bi) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, date and (B) monthly accounts payable agings, aged by invoice date, and (ii) upon request by Bank, copies of outstanding or held check registers, if any, (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports reports, and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (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 Borrower’s consolidated and consolidating 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 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, Borrower was in full compliance with all of the terms and conditions of this AgreementAgreement (except as specifically noted therein), and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within within thirty (30) days after the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each monthof Borrower’s fiscal years, and SaaS metrics contemporaneously with any updates or changes thereto, an annual operating budget and annual financial projection as to the then current fiscal year (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operationsprepared 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, in a form and substance of presentation reasonably satisfactory acceptable to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than any event within one hundred eighty (180) days after following the last day end 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 in its reasonable discretion (it being understood that Bank. Notwithstanding the foregoing, Borrower shall provide Bank, on or before September 30, 2014, with Borrower’s audited consolidated financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borroweryears ended 2012 and 2013; (hg) 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; (ih) 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; (ji) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in uninsured damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; and (kj) other financial information reasonably requested by Bank.

Appears in 1 contract

Samples: Loan and Security Agreement (Outbrain Inc.)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report Borrower shall deliver to Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and any schedules related thereto)such other statements, reports, certificates and records as Bank may reasonably request from time to time. (i) As soon as available, but in the any event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty within twenty (3020) days after the end of each fiscal month, other than the last fiscal month in each fiscal quarter, the timing for which shall coincide with Borrower’s delivery of the Compliance Certificate, Borrower shall deliver to Bank an unaudited consolidated balance sheet and a statement of income, retained earnings, and cash flow prepared in accordance with GAAP on a basis consistent with Borrower’s quarterly consolidated financial statements, but excluding notes thereto, covering Borrower’s consolidated operations during such period, in a form reasonably acceptable to Bank and certified by the chief financial officer of Borrower or such other officer approved by Bank. (ii) As soon as available, but in all other cases, on a weekly basis; any event within twenty (b) within thirty (3020) days after the end of each fiscal month, (Ai) a monthly accounts receivable agingsvariance report supplementing the monthly income statement required to be submitted, 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 ledgershowing deviations from management’s most recent financial plan, and (Dii) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretionmonthly sales forecast, but reasonable discretion;pipeline and backlog reports prepared under normal course of operations. (ciii) Beginning with the fiscal year ending July 2, 2004, as soon as available, but no later than thirty in any event within one hundred twenty (30120) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating 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 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, Borrower shall deliver to Bank audited consolidated and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements that is unqualified or qualified in a manner acceptable to Bank from an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion Bank, together with (it being understood A) a certificate of the chief financial officer of Borrower, or other officer approved by Bank, stating that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31no default has occurred and is continuing or, 2012)if a default has occurred and is continuing, provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification statement as to going concern typical for venture backed companies similar the nature thereof and the action that Borrower has taken and proposes to Borrower; take with respect thereto, (hB) in the event that Borrower becomes subject of any change from GAAP in the generally accepted accounting principles used in the preparation of such financial statements, a statement of reconciliation conforming such financial statements to GAAP and (C) notes 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;consolidated financial statements. (iiv) within five (5) days of deliveryIf applicable, Borrower shall deliver to Bank copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt;Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission. (jv) prompt Promptly upon receipt of notice thereof, Borrower shall deliver to Bank a report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; and. (kvi) Borrower shall deliver to Bank such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested request from time to time. (vii) Within twenty (20) days after the last day of each fiscal quarter, Borrower shall deliver to Bank a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that 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 change in Borrower’s Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. (viii) Upon the reasonable request by Bank, which shall not be unreasonably denied, Borrower shall deliver to Bank copies of written communications from, to or of Borrower’s board of directors or, if there is no written record, a written summary of such communications. (b) On or before the twentieth (20th) calendar day of each fiscal month, Borrower shall deliver to Bank a Borrowing Base Certificate dated and signed by a Responsible Officer (acceptable to the Bank) in substantially the form of Exhibit D hereto (or such other form as shall be reasonably required by the Bank) that provides the required information that is current as of the prior month end, together with a report showing the aged listings of accounts receivable and accounts payable as of the prior month end. (c) On or before the twentieth (20th) calendar day of each fiscal month, Borrower shall deliver to Bank for the last fiscal month a Compliance Certificate signed by a Responsible Officer (acceptable to the Bank) in substantially the form of Exhibit E hereto. (d) On or prior to the beginning of each fiscal year of Borrower, Borrower shall deliver to Bank a detailed annual budget. (e) Borrower shall permit Bank directly and through another person on Bank’s behalf and Bank shall have a right from time to time hereafter, directly and through another person on Bank’s behalf, to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense; provided, however, that if there has been no Event of Default by Borrower Bank my exercise this right no more than once per year.

Appears in 1 contract

Samples: Loan Agreement (Verilink Corp)

Financial Statements, Reports, Certificates. Provide Bank with the following: Borrower shall deliver to Bank: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) the earlier to occur of 45 days after the last day end of each monthfiscal quarter or 5 days after filing of a Form 10-Q for such quarter with the Securities and Exchange Commission, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for during such month certified by a Responsible Officer and period, in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed certified 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; ; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fb) as soon as available, but no later than seven (7) days after approval by the Board earlier to occur of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) 90 days after the last day end of Borrower’s each fiscal yearyear of Borrower or 5 days after filing of a Form 10-K for such fiscal year with the Securities and Exchange Commission, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion Bank; (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (hc) 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; (i) within five (5) days of deliveryapplicable, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (jd) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) 500,000 or more; and (ke) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested request from time to time; and (f) upon request by Bank, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that 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 Borrower’s Patents, Copyrights, or Trademarks. (a) If there are Advances or Letters of Credit outstanding, within 30 days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto, together with aged listings of accounts receivable and accounts payable. (b) No later than the earlier to occur of 45 days after the last day of each fiscal quarter or 5 days after filing of a Form 10-Q for such quarter with the Securities and Exchange Commission, Borrower shall deliver to Bank with its quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto. (c) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than once every 12 months unless an Event of Default has occurred and is continuing.

Appears in 1 contract

Samples: Loan and Security Agreement (Vastera Inc)

Financial Statements, Reports, Certificates. Provide Bank with Borrowers shall deliver the following: following to Bank: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than within thirty (30) days after the end last day of each month month, aged listings of accounts receivable and (ii) accounts payable, together with a deferred revenue listing and a Borrowing Base Certificate signed by a Responsible Officer in all other cases, on a weekly basis; substantially the form of Exhibit C hereto; (b) as soon as available, but in any event within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged a Compliance Certificate signed by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) monthly reconciliations a Responsible Officer in substantially the form of accounts receivable agings (aged by invoice date), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; Exhibit D hereto; (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 Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) any event 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reportsa Borrower prepared consolidated and consolidating balance sheet, including new monthly revenues added and revenues lost for each monthincome, and SaaS metrics (including Monthly Recurring Revenue cash flow statement covering each Borrower’s consolidated and Churn Rate reports for both U.S. and UK operations) consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form and substance reasonably satisfactory acceptable to Bank; ; (fd) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than any event within one hundred eighty twenty (180120) days after the last day end of a Borrower’s fiscal year, audited consolidated and consolidating financial statements of such Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion (it being understood Bank; provided, however that the audited filing of such financial statements for and opinion of an independent certified public accounting firm with the 2010 fiscal year are expected Securities and Exchange Commission through XXXXX will satisfy such Borrower’s delivery obligations hereunder upon notice to be received not Bank of such filings; (e) as soon as available, but in any event no later than January 31, 2012), provided, however, thirty (30) days following the beginning of a Borrower’s unqualified opinion on financial next fiscal year, annual operating projections (including income statements, balance sheets and cash flow statements may contain presented in a qualification as quarterly format) for such fiscal year, approved by such Borrower’s board of directors and in form and substance reasonably satisfactory to going concern typical for venture backed companies similar to Borrower; Bank; (hf) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, unless complete 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 following are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered not available 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; (i) within five (5) days of deliveryXXXXX, copies of all statements, reports and notices sent or made available generally by a Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; ; (jg) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against a Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to such Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more, or any commercial tort claim (as defined in the Code) acquired by a Borrower; (h) within 30 days following the end of each month, copies of all bank statements with respect to all accounts of Borrowers or any Subsidiary maintained outside of Bank; and (i) such budgets, sales projections, operating plans, other financial information including information related to the verification of a Borrower’s Accounts as Bank may reasonably request from time to time. For the avoidance of doubt, all information disclosed by a Borrower, or any of its Subsidiaries ofSubsidiaries, individually or to Bank pursuant to this Section 6.3, shall be kept confidential by Bank in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bankaccordance with Section 12.9.

Appears in 1 contract

Samples: Loan and Security Agreement

Financial Statements, Reports, Certificates. Provide Bank with Borrowers shall deliver the following: following to Bank: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated aged listings of accounts receivable and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank accounts payable; (the “Monthly Financial Statements”); (db) within thirty (30) days after the last day of each month and together during which Eligible Accounts are included in the Asset Coverage Ratio, with the Monthly Financial Statements, a duly completed Compliance Borrowing Base Certificate signed by a Responsible OfficerOfficer in substantially the form provided by Bank; (c) as soon as available, certifying that as of the end of such month, Borrower was but 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; (e) Within any event within thirty (30) days after the last day of each month, deliver copies of all bank statements with respect to any depository, operating or investment accounts not maintained at Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics a statement of Borrowers’ cash position; (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fd) as soon as available, but no later than seven in any event within forty five (745) days after approval by the Board end of Directorseach quarter, (A) annual operating budgets (including income statementsconsolidated and consolidating balance sheet, balance sheets income, and cash flow statementsstatements covering Borrowers’ consolidated and consolidating operations during such period, prepared by monthan independent certified public accounting firm acceptable to Bank and 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 B hereto; (e) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As as soon as available, but no later than in any event within one hundred eighty twenty (180120) days after the last day end of Borrower’s Borrowers’ fiscal year, audited consolidated and consolidating financial statements of Borrowers prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion Bank; (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (hf) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by a Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; Debt and within five days of filing, copies of all reports on Forms 10-K and 10-Q and 8-K filed with the Securities and Exchange Commission; (jg) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against a Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to such Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,00050,000) or more, or any commercial tort claim (as defined in the Code) acquired by any Borrower; and (kh) as soon as available, but in any event no later than thirty (30) days prior to the beginning of Borrowers’ next fiscal year, annual operating projections (including income statements, balance sheets and cash flow statements presented in a monthly format) for the upcoming fiscal year, approved by Borrowers’ board of directors, and in form and substance reasonably satisfactory to Bank (each, a “Financial Plan”), and (i) such budgets, sales projections, operating plans, other financial information including information related to the verification of Borrowers’ Accounts as Bank may reasonably requested by Bankrequest from time to time.

Appears in 1 contract

Samples: Loan and Security Agreement (True Drinks Holdings, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), ) (i) in the event that Borrower is with each request for an Advance; (ii) during a Quarterly Streamline Eligible and provided no Event of Default has occurred and is continuingPeriod, no later than quarterly, within thirty (30) days after the end of each month and quarter; (iiiii) in all other casesduring a Monthly Streamline Period, on a weekly basis; (b) monthly, within thirty (30) days after the end of each month; and (iii) weekly, on the last business Day of each week when a Streamline Period is not in effect; (b) (i) during a Quarterly Streamline Period, within thirty (30) days after the end of each quarter, and (ii) at all other times when a Quarterly Streamline Period is not in effect, monthly, 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, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports reports, Deferred Revenue report, and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) days after the last day of each monthmonth when a Quarterly Streamline Period is not in effect, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within (i) at all times when a Quarterly Streamline Period is in effect, as soon as available, but no later than thirty (30) days after the last day of each month quarter when a Quarterly Streamline Period is in effect, a company prepared consolidated balance sheet and together income statement covering Borrower’s consolidated operations for such quarter certified by a Responsible Officer and in a form acceptable to Bank (the “Quarterly Financial Statements”); provided, that such Quarterly Financial Statements shall only be required to be delivered hereunder to the extent Borrower is no longer required to file with the Monthly Financial StatementsSEC; and (ii) at all times when a Quarterly Streamline Period is in effect, as soon as available, but no later than thirty (30) days after the last day of each quarter, a company prepared consolidating balance sheet and income statement covering Borrower’s consolidated operations for such quarterly period, certified by a Responsible Officer and in a form acceptable to Bank (e) during a Quarterly Streamline Period, within thirty (30) days after the end of each quarter, and (ii) at all other times when a Quarterly Streamline Period is not in effect, monthly, within thirty (30) days after the end of each month, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such monthperiod, 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 may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ef) Within within thirty (30) days after prior to the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added fiscal year of Borrower and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directorsupdated and/or amended, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Borrower, and (B) Board approved annual financial projections for the following fiscal year, commensurate in form and substance with those provided to year (on a quarterly basis) as approved by Borrower’s venture capital investors (it being understood that board of directors, together with any related business forecasts used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)preparation of such annual financial projections; (g) As (i) as soon as available, but no later than one hundred eighty (180) and in any event within 120 days after following the last day end of each of Borrower’s fiscal yearyears in which Borrower is not required to file reports with the SEC, 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 Bank; and (ii) as soon as available, and in its reasonable discretion (it being understood that any event within 120 days following the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, end of Borrower’s unqualified opinion on financial statements may contain fiscal year, a qualification as company prepared consolidating balance sheet and income statement covering Borrower’s consolidated operations for such fiscal year, certified by a Responsible Officer and in a form acceptable to going concern typical for venture backed companies similar to BorrowerBank; (h) 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; (i) 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; (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 aggregate, Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; and (k) other financial information reasonably requested by Bank.

Appears in 1 contract

Samples: Loan and Security Agreement (Planar Systems Inc)

Financial Statements, Reports, Certificates. Provide Bank with (a) At all times when a Liquidity Trigger Reporting Period is in not effect, Borrower shall deliver the followingfollowing to Bank: (a) a Transaction Report (and any schedules related thereto), (i) as soon as available, but in the any event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) days after the last day of each calendar month, a company prepared consolidated balance sheet, income statement, and consolidating balance sheet and income cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and consolidating 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 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fii) as soon as available, but no later than seven in any event within one hundred eighty (7180) days after approval the end 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 (or an opinion qualified for going concern so long as Borrower’s investors provide additional equity as needed); (iii) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Board Securities and Exchange Commission; (iv) promptly upon receipt of Directorsnotice thereof, a report of any legal actions pending or, to Borrower’s knowledge, threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000) or more; (v) as soon as available, but in any event within forty five (45) days after the beginning of each fiscal year of Borrower, (Ai) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Borrower, and (Bii) Board approved annual financial projections for the following fiscal year, commensurate in form and substance with those provided to year as approved by Borrower’s venture capital investors (it being understood that board of directors, together with any related business forecasts used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)preparation of such annual financial projections; (gvi) As soon such budgets, sales projections, operating plans or other financial information of Borrower and/or its Subsidiaries as available, but no later than one hundred eighty Bank may reasonably request from time to time; (180vii) within thirty (30) days after the last day of Borrower’s fiscal yeareach month, audited consolidated Borrower shall deliver to Bank aged listings of accounts receivable and consolidating financial statements prepared under GAAP, consistently applied, accounts payable; (viii) together with an unqualified opinion on the Monthly Financial Statements, a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File; and (ix) such budgets, sales projections, operating plans or other financial statements information of Borrower and/or its Subsidiaries as Bank may reasonably request from an independent certified public accounting firm acceptable time to Bank time. (b) At all times when a Liquidity Trigger Reporting Period is in its reasonable discretion effect, Borrower shall deliver the following to Bank: (it being understood that i) as soon as available, but in any event within forty-five (45) days after the audited financial statements for the 2010 end of each fiscal year are expected to be received not later than January 31, 2012), provided, howeverquarter, Borrower’s unqualified opinion on financial statements may contain a qualification Form 10-Q as to going concern typical for venture backed companies similar to Borrower; (h) 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; (ii) as soon as available, but in any Governmental Authority succeeding to event within forty-five (45) days after the end of each fiscal quarter, a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File; (iii) as soon as available, but in any or all event within ninety (90) days after the end of the functions of the SEC or with any national securities exchangeBorrower’s fiscal year, or distributed to its shareholders, Borrower’s Form 10-K 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 by Borrower 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; (i) 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; (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 aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (kiv) other as soon as available, but in any event within forty five (45) days after the beginning of each fiscal year of Borrower, (i) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (ii) annual financial information reasonably requested projections for the following fiscal year as approved by BankBorrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections. (c) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’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.

Appears in 1 contract

Samples: Loan and Security Agreement (908 Devices Inc.)

Financial Statements, Reports, Certificates. Provide Bank with Borrowers shall deliver the following: following to Administrative Agent: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (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 Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) any event within thirty (30) days after the last day of each month fiscal quarter, an aged listings of accounts receivable and together with the Monthly Financial Statementsaccounts payable by invoice date and a deferred revenue report; (b) as soon as available, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was but 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; (e) Within any event within thirty (30) days after the last day of each monthfiscal quarter, deliver to Bank monthly recurring revenue roll forward reportsa company prepared consolidated and consolidating balance sheet, including new monthly revenues added and revenues lost for each monthincome statement, and SaaS metrics cash flow statement covering Borrowers’ operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Administrative Agent and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto; (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fc) as soon as available, but in any event within one twenty eighty (120) days after the end of Borrowers’ fiscal year, audited consolidated financial statements of Borrowers 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 Administrative Agent; (d) as soon as available, but in any event no later than seven the earlier to occur of thirty (730) days after following the beginning of each fiscal year or the date of approval by the Board such Borrowers’ board of Directorsdirectors, (A) an annual operating budgets budget and financial projections (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following such fiscal year, commensurate presented in a monthly format, approved by Borrowers’ board of directors, and in a form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) 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 acceptable to Bank Administrative Agent in its reasonable discretion business judgment (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31each, 2012a “Financial Plan”), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; ; (he) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by a Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission within five (j5) prompt days after such filing; (f) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against a Borrower or any of its Subsidiaries Subsidiary that could 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 Five Hundred Fifty Thousand Dollars ($250,000500,000) or more; and and (kg) such budgets, sales projections, operating plans or other financial information as Administrative Agent may reasonably requested by Bankrequest from time to time. Administrative Agent shall, promptly upon receipt, make available to the Lenders copies of all statements, reports and notices received from Borrowers pursuant to this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Tabula Rasa HealthCare, Inc.)

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the following:copies to each Lender: 137020431v13 (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) within 45 days after the end of each of the first three quarters during each of Borrower’s fiscal years, (i) an unaudited consolidated balance sheet, income statement, and statement of cash flow covering Borrower’s and its Subsidiaries’ operations during such period and for the three month period then ended, (ii) management discussion and analysis report of Borrower and its Subsidiaries, describing in reasonable detail their operations and financial condition and any construction updates for such period, and (iii) a Compliance Certificate; provided, that the foregoing clauses (i) and (ii) in all other cases, on a weekly basisshall be satisfied by filing of Borrower’s 10-Q with the SEC including such financial statements and reports (and the public filing of such report with the SEC shall constitute delivery under this Section 6.3(a)); (b) within thirty (30) 120 days after the end of each monthof Borrower’s fiscal years (for the avoidance of doubt, including Borrower’s fiscal year ended December 31, 2018), (i) consolidated financial statements of Borrower and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (A) monthly accounts receivable agings, aged by invoice date“going concern” or like qualification or exception (except to the extent that such qualification or exception is due solely to the fact that the Revolver Maturity Date or the Delayed Draw Term Loan Maturity Date at the time of such audit is scheduled to occur within twelve months of the end of such fiscal year), (B) monthly accounts payable agingsqualification or exception as to the scope of such audit, aged by invoice date, and outstanding or held check registers, if any, (C) monthly reconciliations qualification which relates to the treatment or classification of accounts receivable agings (aged by invoice dateany item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7.18), transaction reports and general ledgerby such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management) and (Dii) a Compliance Certificate; provided, that the foregoing clause (i) shall be satisfied by filing of Borrower’s Deferred Revenue 10-K with the SEC including such financial statements (and the public filing of such report in form satisfactory to Bank in its sole discretion, but reasonable discretionwith the SEC shall constitute delivery under this Section 6.3(b)); (c) as soon as available, but no later than thirty (30) within 60 days after the last day start of each of Borrower’s fiscal years, copies of Borrower’s Projections, in form (including as to scope) satisfactory to Agent, in its Permitted Discretion, for the forthcoming fiscal year, month by month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”)chief financial officer of Borrower as being such officer’s good faith estimate of the financial performance of Borrower during the period covered thereby; (d) within thirty if and when filed by Borrower, 137020431v13 (30i) days after the last day of each month Form 10-Q quarterly reports, Form 10-K annual reports, and together Form 8-K current reports, and (ii) any other filings made by Borrower 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 shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checksSEC; (e) Within thirty (30) promptly, but in any event within 5 days after a senior officer of Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the last day of each month, deliver curative action that Borrower proposes to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics take with respect thereto (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bankif any); (f) as soon as availablepromptly after the commencement thereof, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) any event within 5 days after the last day service of Borrower’s fiscal yearprocess with respect thereto on Borrower or any of its Subsidiaries, 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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies notice of all periodic and other reportsactions, 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 exchangesuits, 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, proceedings brought by or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; (i) 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; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that before any Governmental Authority which reasonably could be expected to result in damages or costs to Borrower a Material Adverse Change; (g) promptly following any request therefor, provide information and documentation reasonably requested by the Agent or any Lender for purposes of its Subsidiaries ofcompliance with applicable “know your customer” and anti-money-laundering rules and regulations, individually or in including, without limitation, the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or morePATRIOT Act and the Beneficial Ownership Regulation; and (kh) upon the request of Agent, any other financial information reasonably requested by Bankrelating to the financial condition of Borrower or its Subsidiaries. In addition, Borrower agrees that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. Borrower also agrees to cooperate with Agent to allow Agent to consult with its independent certified public accountants if Agent reasonably requests the right to do so and that, in such connection, its independent certified public accountants are authorized to communicate with Agent and to release to Agent whatever financial information concerning Borrower or its Subsidiaries that Agent reasonably may request.

Appears in 1 contract

Samples: Loan and Security Agreement (Freshpet, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with Borrowers shall deliver the following: following to Bank: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than in any event within thirty (30) days after the last day of each month, (i) a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, (ii) aged listings of accounts receivable and accounts payable by invoice date, and (iii) a Monthly Recurring Revenue report for the trailing 12 months; (b) as soon as available, but in a form acceptable to Bank (the “Monthly Financial Statements”); (d) any event within thirty (30) days after the last day end of each month calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement covering Parent’s and its Subsidiaries’ consolidated and consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer, together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as Officer in substantially the form 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; Exhibit D hereto; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fc) as soon as available, but in any event within one hundred eighty (180) days after the end of Parent’s fiscal year, audited consolidated and consolidating financial statements of Parent 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 (it being acknowledged that XxXxxxxxx & Xxxxx LLP is acceptable to Bank); (d) as soon as available, but in any event no later than seven the earlier to occur of sixty (760) days after following the beginning of each fiscal year or the date of approval by the Board Parent’s board of Directorsdirectors, (A) an annual operating budgets budget and financial projections (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following such fiscal year, commensurate presented in a quarterly format, approved by Parent’s board of directors, and in a form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) 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 acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31each, 2012a “Financial Plan”), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; ; (he) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by a Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission, with Borrower’s posting of materials on the SEC’s XXXXX database satisfying such reporting obligation; (jf) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against a Borrower or any of its Subsidiaries Subsidiary that could 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 ($250,00050,000) or more; and and (kg) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested by Bankrequest from time to time.

Appears in 1 contract

Samples: Loan and Security Agreement

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), Borrower shall deliver to Bank: (i) as soon as available, but in the any event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) days after the last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering BorrowerModern’s consolidated and consolidating each Subsidiaries’ operations for during such month period, prepared in accordance with GAAP, and in a form reasonably acceptable to Bank and certified by a Responsible Officer and in a form acceptable to Bank Officer; (the “Monthly Financial Statements”); (d) 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fii) as soon as available, but no later than seven in any event within one hundred fifty (7150) days after approval by the Board end of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following each fiscal year of Borrower, company prepared consolidated and consolidating financial statements of Borrower, together with a balance sheet and income statement covering Modern’s and each Subsidiaries’ operations during such period, prepared in accordance with GAAP, and in a form reasonably acceptable to Bank and certified by a Responsible Officer; (Biii) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As as soon as available, but no later than in any event within one hundred eighty fifty (180150) days after the last day end of Borrowereach fiscal year of Parent, commencing with the fiscal year ending December 31, 2014, company prepared consolidating financial statements of Parent, together with a balance sheet and income statement covering Parent’s and each Subsidiaries’ operations during such period, prepared in accordance with GAAP, and in a form reasonably acceptable to Bank and certified by an officer of Parent; (iv) as soon as available, but in any event within one hundred fifty (150) days after the end of Parent’s fiscal year, audited consolidated and consolidating financial statements of Parent prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) or otherwise consented to in writing by Bank on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion Bank; (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (hv) 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; (i) within five (5) days of deliveryapplicable, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (jvi) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (kvii) as soon as available, but in any event not later than January 31 of each year, Borrower’s financial and business projections and budget for the then current or immediately following (as applicable) year, with evidence of approval thereof by Borrower’s board of directors; (viii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested request from time to time; and (ix) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that 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 Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of 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 Borrower in connection with this Agreement.” (c) Section 6.7 of the Agreement is amended and restated to read in its entirety as follows:

Appears in 1 contract

Samples: Loan and Security Agreement (Bluephoenix Solutions LTD)

Financial Statements, Reports, Certificates. Provide Bank with Borrower shall deliver the followingfollowing to Bank: (a) a Transaction Report within five (and any schedules related thereto)5) days after the last day of each month, (i) in the event that Borrower is Streamline Eligible aged listings of accounts receivable and provided no Event of Default has occurred and is continuingaccounts payable by invoice date, no later than thirty (30) days after the end of each month and (ii) a deferred revenue schedule, (iii) sales journal, (iv) collections journal, and (v) a Borrowing Base Certificate signed by a Responsible Officer in all other cases, on a weekly basissubstantially the form of Exhibit C hereto; (b) as soon as available, but in any event within thirty (30) days after the end of each month, (A) monthly accounts receivable agingsa Borrower’s balance sheet, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateincome statement, 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) cash flow statement covering Borrower’s Deferred Revenue report operations during such month, prepared in accordance with GAAP, consistently applied, in a form satisfactory acceptable to Bank along with a Compliance Certificate signed by a Responsible Officer in its sole discretion, but reasonable discretionsubstantially the form of Exhibit D hereto; (c) as soon as available, but no later than thirty within fifty (3050) days after of the last day end of each monthParent’s fiscal quarter, a company company-prepared consolidated balance sheet, income statement, and consolidating balance sheet and income cash flow statement covering BorrowerParent’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, and consolidating operations for such month certified by a Responsible Officer filed as Parent’s Form 10-Q filed with the Securities and in a form acceptable to Bank (the “Monthly Financial Statements”)Exchange Commission; (d) as soon as available, but in any event within thirty one hundred twenty (30120) days after the last day end of each month and Parent’s fiscal year, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with the Monthly Financial Statementsan unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that filed 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 Form 10-K with the financial covenants set forth in this Agreement Securities and Exchange Commission, along with consolidating statements reflecting Borrower’s operations for such other information as Bank shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checksperiod; (e) Within thirty as soon as available, but in any event within fifteen (3015) days after the last day of each monthfiling, deliver to Bank monthly recurring revenue roll forward reportscopies of Borrower’s tax returns, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bankwith schedules; (f) as soon as available, but in any event no later than seven thirty (730) days after approval by following the Board beginning of DirectorsBorrower’s next fiscal year, (A) annual operating budgets projections (including income statements, balance sheets and cash flow statements, by monthstatements presented in a monthly format) for the following upcoming fiscal year approved by Borrower’s board of directors and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided reasonably satisfactory to Borrower’s venture capital investors Bank (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012“Financial Projections”); (g) As soon as available, but no later than one hundred eighty within thirty (18030) days after of the last day end of Borrower’s fiscal yeareach month, 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 Bank in its reasonable discretion (it being understood that the audited financial copies of all bank statements for the 2010 fiscal year are expected to be received not later than January 31operating, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrowerdepository or investment accounts maintained outside of Bank; (h) in the event that Borrower becomes subject such budgets, sales projections, operating plans, other financial information including information related to the reporting requirements under the Exchange Act within five (5) days verification 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 addressAccounts as Bank may reasonably request from time to time; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Parent to Borrower’s its security holders or to any holders of Subordinated Debt, promptly upon distribution to such holders; (j) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,00050,000) or more, or any commercial tort claim (as defined in the Code) acquired by Borrower; and (k) other financial information promptly (and in any event within three (3) Business Days) upon Borrower becoming aware of the existence of any Event of Default or event described in Section 8 (including Section 8.6) which, with the giving of notice or passage of time, or both, would constitute an Event of Default, Borrower shall give written notice to Bank of such occurrence, which such notice shall include a reasonably requested by Bankdetailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

Appears in 1 contract

Samples: Loan Agreement (Spectrum Global Solutions, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report Borrower shall deliver the following to Agent by email to the address specified pursuant to Article 11 (and any schedules related theretoAgent shall deliver same to Lenders immediately upon receipt thereof), and Agent and Lenders shall be entitled to rely on the information contained therein: (i) as soon as available, but in any event within the event that Borrower is Streamline Eligible earlier of (x) forty-five (45) days after the end of each calendar quarter and provided no (y) the date on which delivered to the SEC, Parent’s consolidated financial statements including a cash flow statement, income statement and balance sheet for the period reported, and certified by a Responsible Officer of Parent; (ii) if a Default or Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) as soon as available, but in all other cases, on a weekly basis; (b) any event within thirty (30) days after the end of each monthcalendar month (in form and substance satisfactory to the Required Lenders), (A) monthly accounts receivable agingsParent’s consolidated financial statements including a cash flow statement, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateincome statement and balance sheet for the period reported, and outstanding or held check registers, if any, certified by a Responsible Officer of Parent; (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (ciii) as soon as available, but no later than thirty in any event within the earlier of (30x) one hundred and twenty (120) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating 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 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following Parent’s fiscal year and (By) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided date on which delivered to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal yearSEC, audited consolidated and consolidating financial statements prepared under of Parent in accordance with GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable the Initial Lenders; (iv) as soon as available, but in any event within thirty (30) days prior to the end of Parent’s fiscal year, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a quarterly format reasonably acceptable to Bank in its reasonable discretion the Required Lenders; (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (hv) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by any Loan Party to its security holders and debt holders, when made available to Borrower’s security holders or to any holders such holders; (vi) promptly upon receipt of Subordinated Debt; (j) prompt written notice thereof, a report of any legal actions pending or threatened against any Loan Party that could reasonably be deemed to result in writing against Borrower damages, fines, penalties or other sanctions by any Governmental Authority payable by any Loan Party exceeding the Threshold Amount, or claims for injunctive or equitable relief; (vii) promptly upon receipt thereof (but in any event no more than three (3) Business Days thereafter), (A) copies of any amendments, waivers, consents or other modifications to any Intermediation Facility Documents or any other documents relating to Indebtedness in excess of its Subsidiaries that could result in damages or costs the Threshold Amount, as applicable, (B) notices of default required to Borrower be delivered pursuant to any Intermediation Facility Documents, or any other documents relating to Indebtedness in excess of its Subsidiaries ofthe Threshold Amount, individually or in the aggregateas applicable, Two Hundred Fifty Thousand Dollars ($250,000C) or morenotices of material adverse changes, and (D) notice of any Change of Control; and (kviii) other financial information as Agent or any Lender may reasonably request from time to time promptly after such request and (ix) environmental, social and corporate governance related materials reasonably requested by Bankthe Lenders, including the BlackRock ESG Questionnaire within 75 days after the end of each year. Notwithstanding the foregoing, any Lender may request to not receive any information that may constitute material non-public information from the Agent, it being acknowledged that such documents or information may include amendments or requests for amendment that have been designated as “private side” information by the Borrower.

Appears in 1 contract

Samples: Loan and Security Agreement (Vertex Energy Inc.)

Financial Statements, Reports, Certificates. Provide Bank with Borrower shall deliver the following: following to Bank: (a) a Transaction Report (and as soon as available, but in any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than within thirty (30) days after the end last day of each month month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and (ii) in all other cases, on accounts payable and a weekly basis; deferred revenue report; (b) as soon as available, but in any event 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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) days after the last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for during such month certified by a Responsible Officer and period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (the “Monthly Financial Statements”); (dc) as soon as available, but in any event within thirty (30) days after the last day end of each month and together with the Monthly Financial Statementscalendar quarter, a duly completed Compliance Certificate signed by company prepared consolidated and consolidating cash flow statement covering Borrower’s consolidated and consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory acceptable to Bank; ; (fd) as soon as available, but in any event within one hundred eighty (180) days after the end 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; (e) as soon as available, but in any event no later than seven the earlier to occur of thirty (730) days after following the beginning of each fiscal year or the date of approval by the Board Borrower’s board of Directorsdirectors, (A) an annual operating budgets budget and financial projections (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following such fiscal year, commensurate presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) 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 acceptable to Bank in its reasonable discretion Bank; (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (hf) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the SEC or a link thereto on Borrower’s or another website; (jg) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two One Hundred Fifty Thousand Dollars ($250,000150,000) or more; and and (kh) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested by Bankrequest from time to time.

Appears in 1 contract

Samples: Loan and Security Agreement (Bridgeline Digital, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with Borrower shall deliver the following: (a) a Transaction Report following to Agent by email to the address specified pursuant to Section 11 (and any schedules related theretoAgent shall deliver same to Lenders immediately upon receipt thereof, subject to the terms of Section 13.12), and Agent and Lenders shall be entitled to rely on the information contained therein: (iA) if the Structural Loan Agreement is in effect, the materials required to be delivered under Section 6.3 of the Structural Loan Agreement or (B) if the Structural Loan Agreement is no longer in effect, (a)(i) unless a Public Trading Trigger has occurred, as soon as available, but in any event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (b) within thirty (30) days after the end of each calendar month, (A) monthly accounts receivable agingsXxxxxxxx’s consolidated financial statements including a cash flow statement, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateincome statement and balance sheet for the period reported, and outstanding or held check registers, if any, (C) monthly reconciliations of accounts receivable agings (aged certified by invoice date), transaction reports and general ledgera Responsible Officer, and (Dii) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretionafter the occurrence of a Public Trading Trigger, as soon as available, but reasonable discretion; in any event within forty-five (c45) days after the end of the first three fiscal quarters of any fiscal year (or, if later, by the date on which such financial statements are required to be filed with the SEC), Xxxxxxxx’s consolidated financial statements including a cash flow statement, income statement and balance sheet for the period reported, and certified by a Responsible Officer; (b) as soon as available, but no later than thirty in any event within one hundred and fifty (30150) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating 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 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) 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 of Borrower in accordance with GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank Agent and Required Lenders; (c) as soon as available, but in its reasonable discretion any event within forty -five (45) days after the end of Borrower’s fiscal year, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a quarterly format, as approved by the Board and Agent and Required Lenders (with such Agent’s and Required Lenders’ approval not to be unreasonably withheld) (as updated to include all updates and modifications in the projections provided to Agent on the First Amendment Effective Date and as otherwise updated in accordance with the provisions of this Agreement, the “Approved Budget”); provided, that, the Agent shall not deliver any such Approved Budget to any Lender that notifies Agent in writing that it being understood does not want to receive the Approved Budget; (d) upon Agent’s request (at the direction of the Required Lenders), within thirty (30) days after the end of any month that ends on the audited last day of a fiscal quarter, together with the delivery of the financial statements required pursuant to clause (a) above for such month, a management’s discussion and analysis of the 2010 important operational and financial developments during such fiscal year are expected quarter with a comparison to be received not later such period during the prior year; (e) Borrower shall provide notice to Agent within 5 days of any calendar month in which Unrestricted Cash on the last day of such calendar month is less than January 31$10,000,000, 2012and upon Agent’s request following receipt of such notice, Borrower will provide 13 week cash flow statements in form and substance satisfactory to Agent and the Required Lenders; (f) upon Agent’s request (at the direction of the Required Lenders), providedcopies of Xxxxxxxx’s and Subsidiary’s bank or brokerage statements delivered monthly as soon as available following the first day of the month reflecting the prior ninety days of activity, howeverfrom all institutions, Borrower’s unqualified opinion on financial statements may contain whether or not in the U.S., where Borrower or a qualification as Subsidiary maintains deposit or securities accounts; (g) copies of all statements, reports and notices sent or made available generally by Borrower to going concern typical for venture backed companies similar its security holders and debt holders, when made available to Borrower; such holders; (h) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in the damages to Borrower or any Subsidiary exceeding $500,000, fines, penalties or other sanctions by any Governmental Agency, or claims for injunctive or equitable relief; (i) promptly upon receipt thereof (but in any event that Borrower becomes subject no more than 3 Business Days thereafter), (A) copies of any amendments, waivers, consents or other modifications to the reporting requirements under 2022 Convertible Notes, Structural Loan Documents and 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 shareholdersABL Loan Documents, as applicable, and (B) notices of default required to be delivered pursuant to the case 2022 Convertible Notes, Structural Loan Documents and the ABL Loan Documents, as applicable, (j) other financial information as Agent or any Lender may bereasonably request from time to time promptly after such request. Documents Notwithstanding the foregoing, after the occurrence of a Public Trading Trigger, documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise of this Section 6.3 shall be delivered as and when filed with the SEC) SEC and 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 and notifies Agent by email to the Internet at Borrower’s website address; (i) within five (5) days of delivery, copies of all statements, reports and notices made available address specified pursuant to Borrower’s security holders Section 11 that such materials have been posted or 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 aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Banka link has been provided.

Appears in 1 contract

Samples: Loan and Security Agreement (Urgent.ly Inc.)

Financial Statements, Reports, Certificates. Provide Bank with Borrower shall deliver the following: following to Bank: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (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 Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) any event within thirty (30) days after the last day of each month while any Obligations are outstanding 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 shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within within thirty (30) days after the last day of each month, quarter when no Obligations are outstanding (provided that prior to any Credit Extension Borrowers shall deliver to Bank any prior monthly recurring revenue roll forward reportsdeliverables provided for under this clause (a) not previously provided on a monthly basis), including new monthly revenues added a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and revenues lost for each month, and SaaS metrics accounts payable by invoice date; (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fb) as soon as available, but in any event within thirty (30) days after the last day of each month while any Obligations are outstanding and within thirty (30) days after the last day of each quarter when no Obligations are outstanding (provided that prior to any Credit Extension Borrowers shall deliver to Bank any prior monthly deliverables provided for under this clause (b) not previously provided on a monthly basis), a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2020 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than seven the earlier to occur of thirty (730) days after following the beginning of each fiscal year or the date of approval by the Board Borrower’s board of Directorsdirectors, (A) an annual operating budgets budget and financial projections (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following such fiscal year, commensurate presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) 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 in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31each, 2012a “Financial Plan”), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; ; (he) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (jf) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000200,000) or more; and and (kg) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested by Bankrequest from time to time.

Appears in 1 contract

Samples: Loan and Security Agreement (EverQuote, Inc.)

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report Borrower shall deliver the following to Agent by email to the address specified pursuant to Article 11 (and any schedules related theretoAgent shall deliver same to Lenders immediately upon receipt thereof), and Agent and Lenders shall be entitled to rely on the information contained therein: (i) as soon as available, but in any event within the event that Borrower is Streamline Eligible earlier of (x) forty-five (45) days after the end of each calendar quarter and provided no (y) the date on which delivered to the SEC, Parent’s consolidated financial statements including a cash flow statement, income statement and balance sheet for the period reported, and certified by a Responsible Officer of Parent; (ii) if a Default or Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) as soon as available, but in all other cases, on a weekly basis; (b) any event within thirty (30) days after the end of each monthcalendar month (in form and substance satisfactory to the Required Lenders), (A) monthly accounts receivable agingsPxxxxx’s consolidated financial statements including a cash flow statement, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateincome statement and balance sheet for the period reported, and outstanding or held check registers, if any, certified by a Responsible Officer of Parent; (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (ciii) as soon as available, but no later than thirty in any event within the earlier of (30x) one hundred and twenty (120) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating 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 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following Parent’s fiscal year and (By) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided date on which delivered to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal yearSEC, audited consolidated and consolidating financial statements prepared under of Parent in accordance with GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable the Initial Lenders; (iv) as soon as available, but in any event within thirty (30) days prior to the end of Parent’s fiscal year, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a quarterly format reasonably acceptable to Bank in its reasonable discretion (it being understood the Required Lenders, provided that the audited financial statements with respect to Borrower’s annual operating budget for the 2010 fiscal year are expected 2023, the Borrower may deliver such annual operating budget to Agent by no later than the earlier of (x) January 10, 2023 and (y) one Business Day prior to the closing of Heartland Disposition (as defined in that certain Limited Consent to be received not later than entered into on or about January 319, 20122023), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; ; (hv) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by any Loan Party to its security holders and debt holders, when made available to Borrower’s security holders or to any holders such holders; (vi) promptly upon receipt of Subordinated Debt; (j) prompt written notice thereof, a report of any legal actions pending or threatened against any Loan Party that could reasonably be deemed to result in writing against Borrower damages, fines, penalties or other sanctions by any Governmental Authority payable by any Loan Party exceeding the Threshold Amount, or claims for injunctive or equitable relief; (vii) promptly upon receipt thereof (but in any event no more than three (3) Business Days thereafter), (A) copies of any amendments, waivers, consents or other modifications to any Intermediation Facility Documents or any other documents relating to Indebtedness in excess of its Subsidiaries that could result in damages or costs the Threshold Amount, as applicable, (B) notices of default required to Borrower be delivered pursuant to any Intermediation Facility Documents, or any other documents relating to Indebtedness in excess of its Subsidiaries ofthe Threshold Amount, individually or in the aggregateas applicable, Two Hundred Fifty Thousand Dollars ($250,000C) or morenotices of material adverse changes, and (D) notice of any Change of Control; and (kviii) other financial information as Agent or any Lender may reasonably request from time to time promptly after such request and (ix) environmental, social and corporate governance related materials reasonably requested by Bankthe Lenders, including the BlackRock ESG Questionnaire within 75 days after the end of each year.seventy-five (75) days after request therefor by the requesting Lenders, which in the case of the BlackRock ESG Questionnaire, shall be completed by the Loan Parties, for direct delivery to the BlackRock Lenders, within seventy-five (75) days after request through the e-Front system without any additional request by such BlackRock Lenders. Notwithstanding the foregoing, any Lender may request to not receive any information that may constitute material non-public information from the Agent, it being acknowledged that such documents or information may include amendments or requests for amendment that have been designated as “private side” information by the Borrower.

Appears in 1 contract

Samples: Loan and Security Agreement (Vertex Energy Inc.)

Financial Statements, Reports, Certificates. Provide Bank with the following: Deliver, or cause to be delivered, to Banks: (a) a Transaction Report as soon as available, but in any event within ninety (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (3090) days after the end of each month fiscal year of Borrower, consolidated and (ii) separate financial statements including a balance sheet, income statement, and statement of cash flow of Borrower and its Subsidiaries or Affiliates during such period, prepared and audited by a certified public accounting firm whose identity is approved in all other cases, on a weekly basis; advance by Banks; (b) as soon as available, but in any event within thirty forty five (3045) days after the end of each monthfiscal quarter of Borrower, (A) monthly accounts receivable agingsconsolidated and separate financial statements of Borrower and its Subsidiaries or Affiliates, aged prepared and by invoice date, (B) monthly accounts payable agings, aged Borrower or by invoice date, and outstanding or held check registers, if any, (C) monthly reconciliations of accounts receivable agings (aged a certified public accountant firm whose identity is approved in advance by invoice date), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; Banks; (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 Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) any event within thirty (30) days after prior to the last day commencement of each month fiscal year of Borrower, an annual financial projection for such succeeding fiscal year, including a balance sheet, income statement, and together with the Monthly Financial Statementsstatement of cash flow of Borrower and its Subsidiaries or Affiliates during such period, a duly completed Compliance Certificate signed prepared by Borrower or by a Responsible Officer, certifying that as of the end of such month, Borrower was certified public accounting firm whose identity is approved 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; advance by Banks; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fd) as soon as available, but no later than seven in any event within fifteen (715) days after approval by filing with the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) 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 acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act within five (5) days of filingCommission, copies of all periodic and other reports, proxy statements and other materials filed filings made by Borrower under the Securities Act of 1934 and the regulations and rules promulgated thereunder, in electronic and paper form. Each of the items in subsections (a) through (d), inclusive, above shall be accompanied by a certificate, without any qualifications, by such accountants or by Borrower (as applicable to the each document) to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Banks stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. In addition to the financial statements referred to above, Borrower agrees to deliver to Banks, within the specified time periods, financial statements prepared on a consolidated basis so as to present Borrower and each of Borrower's Subsidiaries or Affiliates on a consolidated basis, and each such related entity separately. Each quarter, together with the SECfinancial statements provided pursuant to this Section 6.3, any Governmental Authority succeeding Borrower shall deliver to any Banks a Compliance Certificate signed by its chief financial officer to the effect that: (i) all financial statements delivered 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 caused to be delivered pursuant to Banks hereunder have been prepared in accordance with GAAP (except, in the terms hereof case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent any that such documents are included representations and warranties relate solely to an earlier date), (iii) Borrower is in materials otherwise filed compliance at the end of such period with the SECapplicable financial covenants contained in Section 7.19 (and demonstrating such compliance in reasonable detail), and (iv) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts of delivery of such documentscertificate to Banks there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or provides a link (iii), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Banks and to release to Banks whatever financial information concerning Borrower that Banks may request. Borrower hereby irrevocably authorizes and directs all auditors, on Borrower’s website on the Internet accountants, or other third parties to deliver to Banks, at Borrower’s website address; (i) within five (5) days of delivery's expense, copies of all Borrower's financial statements, reports papers related thereto, and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report other accounting records of any legal actions pending or threatened nature in writing against Borrower or their possession, and to disclose to Banks any of its Subsidiaries that could result in damages or costs to Borrower or information they may at any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other time have regarding Borrower's business affairs and financial information reasonably requested by Bankconditions.

Appears in 1 contract

Samples: Loan Agreement (Kennedy Wilson Inc)

Financial Statements, Reports, Certificates. Provide Bank with Borrower shall deliver the following: (a) a Transaction Report (and any schedules related thereto), following to Bank: (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty in any event within fifteen (3015) days after the last day of each monthmonth whether or not any Obligations are outstanding, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (A) aged listings of accounts receivable and accounts payable by invoice date, and (B) sales or billing journal and cash receipts report by invoice date; (ii) as soon as available, but in a form acceptable to Bank (the “Monthly Financial Statements”); (d) any event within thirty (30) days after the last day of each month while any Obligations are outstanding 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 shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within within thirty (30) days after the last day of each month, quarter when no Obligations are outstanding (provided that prior to any Credit Extension Borrowers shall deliver to Bank any prior monthly recurring revenue roll forward reportsdeliverables provided for under this clause (b) not previously provided on a monthly basis that would have been due had there been Obligations outstanding), including new monthly revenues added and revenues lost for each montha company prepared consolidated balance sheet, income statement, and SaaS metrics cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fiii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2020 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (iv) as soon as available, but in any event no later than seven the earlier to occur of thirty (730) days after following the beginning of each fiscal year or the date of approval by the Board Borrower’s board of Directorsdirectors, (A) an annual operating budgets budget and financial projections (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following such fiscal year, commensurate presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) 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 in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31each, 2012a “Financial Plan”), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; ; (hv) 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; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (jvi) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000200,000) or more; and and (kvii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested by Bankrequest from time to time. G. Section 6.9 (Financial Covenants) of the Loan and Security Agreement is amended and restated in its entirety to read as follows:

Appears in 1 contract

Samples: Loan and Security Modification Agreement (EverQuote, Inc.)