Common use of Investments and Subsidiaries Clause in Contracts

Investments and Subsidiaries. (a) Such Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (i) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “A-1” or “A-2” by Standard & Poors Corporation or “P-1” or “P-2” by Xxxxx’x Investors Service or certificates of deposit or bankers’ acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ acceptances are fully insured by the Federal Deposit Insurance Corporation); (ii) advances or loans to such Borrower’s officers and employees not exceeding at any one time an aggregate of $200,000; (iii) advances in the form of progress payments, prepaid rent not exceeding two months or security deposits; (iv) unless a Default Period exists or would exist immediately after or as a result of any such loan, advance or capital contribution, loans, advances or capital contributions by Heska to any Subsidiary that is also a Borrower; (v) unless a Default Period exists or would exist immediately after or as a result of any such advance or contribution, advances or contributions during the fiscal year ending December 31, 2006, by Heska to any Subsidiary that is not a Borrower; provided, however, that (A) both before and after such advance or contribution Heska’s Tangible Net Worth must equal or exceed $100,000 and (B) all contributions and advances made in reliance on this subsection (v) shall not exceed $700,000 in the aggregate during the fiscal year ending December 31, 2006; (vi) investments, including investments in Subsidiaries, existing on the date hereof and listed in Schedule 7.4; (vii) investments in the following items arising in the ordinary course of business: (A) prepaid expenses and negotiable instruments held for collection; (B) Accounts (and Investments obtained in exchange or settlement of Accounts for which such Borrower has determined that collection is not likely); and (C) lease, utility and worker’s compensation, performance and other similar deposits; (viii) unless a Default Period exists or would exist immediately after or as a result of any such loan or advance, loans or advances by any Subsidiary that is also a Borrower to Heska; provided, however, that both before and after such loan or advance both Heska’s Tangible Net Worth and such Subsidiary’s Tangible Net Worth must equal or exceed $100,000; and (ix) unless (A) a Default Period exists or would exist immediately after or as a result of any such purchase or investment, or (B) Heska, on a consolidated basis, achieves Net Income of less than ($500,000) during the fiscal year ending December 31, 2005, a purchase of intellectual property rights concerning immunodiagnostic technology or an investment in an equity position in a company in the immunodiagnostic industry, not to exceed $1,000,000, which purchase or investment shall occur during the fiscal year ending December 31, 2006. (b) Such Borrower will not create or permit to exist any Subsidiary; provided, however, that so long as no Default Period exists, upon written request by such Borrower, the Lender shall not withhold its consent to the creation of (i) any domestic subsidiary provided such Borrower causes such subsidiary to deliver to the Lender a guaranty, a security agreement, and UCC financing statements and other documents requested by the Lender to create a first priority security interest on behalf of the Lender, or to perfect such security interest, in all assets of such subsidiary, or (ii) any foreign subsidiary.

Investments and Subsidiaries. (a) Such The Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other PersonPerson or Affiliate, including specifically but without limitation any partnership or joint venture, nor purchase or hold beneficially any stock or other securities or evidence of indebtedness of any other Person or Affiliate, except: (ia) investments Investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “A-1” or “A-2” by Standard & Poors Corporation Poor’s Ratings Services or “P-1” or “P-2” by Xxxxx’x Investors Service Service, tax advantaged securities having a maturity of three (3) years or less issued by a municipality rated “A” by at least two rating agencies, corporate debt having a maturity of two (2) years or less rated “A” by at least two rating agencies, money market funds, repurchase agreements with a maturity of seven (7) days or less or certificates of deposit or bankers’ acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ acceptances are fully insured by the Federal Deposit Insurance Corporation); (iib) Travel advances or loans to such Borrower’s officers and employees not exceeding at any one time an aggregate of $200,000;50,000; and (iiic) advances in the form of progress payments, prepaid Prepaid rent not exceeding two months or security deposits;; and (ivd) unless a Default Period exists or would exist immediately after or as a result of any such loan, advance or capital contribution, loans, advances or capital contributions by Heska to any Subsidiary that is also a Borrower; (v) unless a Default Period exists or would exist immediately after or as a result of any such advance or contribution, advances or contributions during the fiscal year ending December 31, 2006, by Heska to any Subsidiary that is not a Borrower; provided, however, that (A) both before and after such advance or contribution Heska’s Tangible Net Worth must equal or exceed $100,000 and (B) all contributions and advances made in reliance on this subsection (v) shall not exceed $700,000 Current investments in the aggregate during the fiscal year ending December 31, 2006; (vi) investments, including investments Subsidiaries in Subsidiaries, existing existence on the date hereof and listed in Schedule 7.4; (vii) investments in the following items arising in the ordinary course of business: (A) prepaid expenses and negotiable instruments held for collection; (B) Accounts (and Investments obtained in exchange or settlement of Accounts for which such 5.5 hereto. Borrower has determined may create additional Subsidiaries provided that collection is not likely); and (C) lease, utility and worker’s compensation, performance and other similar deposits; (viii) unless a Default Period exists or would exist immediately after or as a result of any such loan or advance, loans or advances by any Subsidiary that is also a Borrower to Heska; provided, however, that both before and after such loan or advance both Heska’s Tangible Net Worth and such Subsidiary’s Tangible Net Worth must equal or exceed $100,000; and (ix) unless (A) a Default Period exists or would exist immediately after or as a result of any such purchase or investment, or (B) Heska, on a consolidated basis, achieves Net Income of less than ($500,000) during the fiscal year ending December 31, 2005, a purchase of intellectual property rights concerning immunodiagnostic technology or an investment in an equity position in a company in the immunodiagnostic industry, not to exceed $1,000,000, which purchase or investment shall occur during the fiscal year ending December 31, 2006. (b) Such Borrower will not create or permit to exist any Subsidiary; provided, however, that so long as no Default Period exists, upon written request by such Borrower, the provide Lender shall not withhold its consent thirty (30) days notice prior to the creation of (i) any domestic subsidiary Subsidiary; provided further that such Borrower causes such subsidiary to Subsidiary shall immediately execute and deliver to the Lender a guaranty, counterpart of this Agreement and become a security agreement, and UCC financing statements and other documents requested by the Lender to create a first priority security interest on behalf of the Lender, or to perfect such security interest, in all assets of such subsidiary, or (ii) any foreign subsidiaryBorrower.

Investments and Subsidiaries. (a) Such No Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other PersonPerson or Affiliate, including specifically but without limitation any partnership or joint venture, exceptnor purchase or hold beneficially any stock or other securities or evidence of indebtedness of any other person or Affiliate, EXCEPT: (ia) investments Investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “"A-1” " or “"A-2” " by Standard & Poors Corporation Poor's Ratings Services or “"P-1” " or “"P-2” " by Xxxxx’x Mxxxx'x Investors Service or certificates of deposit or bankers’ ' acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ ' acceptances are fully insured by the Federal Deposit Insurance Corporation); (iib) Travel advances or loans to such a Borrower’s officers 's Officers and employees not exceeding at any one time an aggregate of $200,00075,000; (iiic) advances in the form of progress payments, prepaid Prepaid rent not exceeding two months one month or security deposits; (ivd) unless a Default Period exists Current investments in the Subsidiaries in existence on the date hereof and listed in SCHEDULE 5.5; (e) Up to $300,000 in loans and advances outstanding at any one time made to AirComp by Allis Chalmers; PROVIDED, that through and including December 21, 2004, such amount may be up to $400,000; (f) Loans or would exist immediately after advances to OilQuip and MCA directly or as a result of indirectly by Allis Chalmers not to exceed $5,500 in any such loan, advance month; (g) Contributions or capital contribution, loans, advances or capital contributions by Heska Allis Chalmers to any Subsidiary that is also a Borrower; (vi) unless acquisition of a Default Period exists or would exist immediately after or as a result of any such advance or contribution, advances or contributions during the fiscal year ending December 31, 2006, by Heska to any Subsidiary that is not a Borrower; provided, however, that (A) both before and after such advance or contribution Heska’s Tangible Net Worth must equal or exceed $100,000 and (B) all contributions and advances made in reliance on this subsection (v) shall not exceed $700,000 in the aggregate during the fiscal year ending December 31, 2006; (vi) investments, including investments in Subsidiaries, existing on the date hereof and listed in Schedule 7.4; (vii) investments in the following items arising in the ordinary course of business: (A) prepaid expenses and negotiable instruments held for collection; (B) Accounts (and Investments obtained in exchange or settlement of Accounts for which such Borrower has determined that collection is not likely); and (C) lease, utility and worker’s compensation, performance and other similar deposits; (viii) unless a Default Period exists or would exist immediately after or as a result of any such loan or advance, loans or advances by any Subsidiary that is also a Borrower to Heska; provided, however, that both before and after such loan or advance both Heska’s Tangible Net Worth and such Subsidiary’s Tangible Net Worth must equal or exceed $100,000; and (ix) unless (A) a Default Period exists or would exist immediately after or as a result of any such purchase or investment, or (B) Heska, on a consolidated basis, achieves Net Income of less than ($500,000) during the fiscal year ending December 31, 2005, a purchase of intellectual property rights concerning immunodiagnostic technology or an investment in an equity position in a company in the immunodiagnostic industry, not to exceed $1,000,000, which purchase or investment shall occur during the fiscal year ending December 31, 2006. (b) Such Borrower will not create or permit to exist any Subsidiary; provided, however, that so long as no Default Period exists, upon written request by such Borrower, the Lender shall not withhold its consent to the creation of (i) any domestic subsidiary provided such Borrower causes such subsidiary to deliver to the Lender a guaranty, a security agreement, and UCC financing statements and other documents requested by the Lender to create a first priority security interest on behalf of the Lender, or to perfect such security interest, in all assets of such subsidiaryPermitted Acquisition, or (ii) any foreign subsidiaryformation of a new Subsidiary for the sole purpose of effecting a Permitted Acquisition and funding of such Subsidiary in an amount not to exceed the amount allowed in connection with such Permitted Acquisition; and (i) deposits in escrow accounts made in connection with Permitted Acquisitions.

Investments and Subsidiaries. (a) Such BNC and Borrower will not, and will not purchase or hold beneficially permit any stock or other securities or evidences of indebtedness ofCredit Party to, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other PersonPerson or Affiliate, including specifically but without limitation any partnership or joint venture, nor purchase or hold beneficially any stock or other securities or evidence of indebtedness of any other Person or Affiliate, except: (ia) investments Investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “A-1” or “A-2” by Standard & Poors Corporation Poor’s Ratings Services or “P-1” or “P-2” by Xxxxx’x Investors Service or certificates of deposit or bankers’ acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ acceptances are fully insured by the Federal Deposit Insurance Corporation); (iib) Travel advances or loans to such Borrower’s officers Officers and employees not exceeding at any one time (i) an aggregate of $200,00015,000 per occurrence per Person, or (ii) $150,000 in the aggregate outstanding at any time; (iiic) advances in the form of progress payments, prepaid Prepaid rent not exceeding two months one month or security deposits;; and (ivd) unless a Default Period exists or would exist immediately after or as a result of any such loan, advance or capital contribution, loans, advances or capital contributions by Heska to any Subsidiary that is also a Borrower; (v) unless a Default Period exists or would exist immediately after or as a result of any such advance or contribution, advances or contributions during the fiscal year ending December 31, 2006, by Heska to any Subsidiary that is not a Borrower; provided, however, that (A) both before and after such advance or contribution Heska’s Tangible Net Worth must equal or exceed $100,000 and (B) all contributions and advances made in reliance on this subsection (v) shall not exceed $700,000 Current investments in the aggregate during the fiscal year ending December 31, 2006; (vi) investments, including investments Subsidiaries in Subsidiaries, existing existence on the date hereof and listed in Schedule 7.4; (vii) investments 5.5 hereto. BNC and Borrower will cause each of its Domestic Subsidiaries that is formed after the Funding Date to become a Guarantor and will cause all Equity Interests in the following items arising in the ordinary course of business: (A) prepaid expenses and negotiable instruments held for collection; (B) Accounts (and Investments obtained in exchange or settlement of Accounts for which such Borrower has determined that collection is not likely); and (C) lease, utility and worker’s compensation, performance and other similar deposits; (viii) unless a Default Period exists or would exist immediately after or as a result of any such loan or advance, loans or advances by any Subsidiary that is also a Borrower to Heska; providedbe duly pledged to Lender, however, that both before and after such loan or advance both Heska’s Tangible Net Worth and such Subsidiary’s Tangible Net Worth must equal or exceed $100,000; and (ix) unless (A) a Default Period exists or would exist immediately after or as a result of any such purchase or investment, or (B) Heska, on a consolidated basis, achieves Net Income of less than ($500,000) during the fiscal year ending December 31, 2005, a purchase of intellectual property rights concerning immunodiagnostic technology or an investment in an equity position in a company in the immunodiagnostic industry, not to exceed $1,000,000, which purchase or investment shall occur during the fiscal year ending December 31, 2006. (b) Such Borrower will not create or permit to exist any Subsidiary; provided, however, that so long as no Default Period exists, upon written request by such Borrower, the Lender shall not withhold its consent subject to the creation of (i) any domestic subsidiary provided such Borrower causes such subsidiary to deliver to the Lender a guaranty, a security agreement, and UCC financing statements and other documents requested by the Lender to create a first priority security interest on behalf of the Lender, or to perfect such security interest, limitations set forth in all assets of such subsidiary, or (ii) any foreign subsidiarySection 8.4.

Investments and Subsidiaries. (a) Such The Borrower will not, and will not permit any Subsidiary to, purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: : (i) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “A-1” A-1 or “A-2” higher by Standard & Poors Corporation Poor's Rating Services or “P-1” P-1 or “P-2” higher by Xxxxx’x Mxxxx'x Investors Service Service, Inc. or certificates of deposit or bankers’ ' acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit banks rated A-1 or bankers’ acceptances are fully insured higher by the Federal Deposit Insurance Corporation); Standard & Poor's Rating Services or P-1 or higher by Mxxxx'x Investors Service, Inc.; (ii) travel advances or loans to such the Borrower’s 's officers and employees not exceeding at any one time an aggregate of $200,000; 400,000; (iii) advances in the form of progress payments, prepaid rent not exceeding two months or security deposits; ; (iv) unless a Default Period exists or would exist immediately after or as a result of any such loan, advance or capital contribution, loans, advances or capital contributions by Heska to any Subsidiary that is also a Borrower; existing equity investments in Subsidiaries and joint ventures; (v) unless a Default Period exists or would exist immediately after or as a result of any such advance or contribution, advances or contributions during the fiscal year ending December 31, 2006, by Heska to any Subsidiary that is not a Borrower; provided, however, that (A) both before and after such advance or contribution Heska’s Tangible Net Worth must equal or exceed $100,000 and (B) all contributions and advances made 's existing investment in reliance on this subsection (v) shall not exceed $700,000 Sidrabe in the aggregate during the fiscal year ending December 31, 2006; approximate amount of $600,000; (vi) investmentsthe Borrower's existing investment in GTS Materials, including investments Ltd. in Subsidiaries, existing on the date hereof approximate amount of $20,000; and listed in Schedule 7.4; (vii) stock or securities of other corporations, provided that the aggregate amount of such investments in the following items arising in the ordinary course of business: (A) prepaid expenses and negotiable instruments held for collection; (B) Accounts (and Investments obtained in exchange or settlement of Accounts for which such Borrower has determined that collection is not likely); and (C) lease, utility and worker’s compensation, performance and other similar deposits; (viii) unless a Default Period exists or would exist immediately after or as a result of any such loan or advance, loans or advances by any Subsidiary that is also a Borrower to Heska; provided, however, that both before and after such loan or advance both Heska’s Tangible Net Worth and such Subsidiary’s Tangible Net Worth must equal or corporation shall at no time exceed $100,000; and (ix) unless (A) a Default Period exists or would exist immediately after or as a result 10,000, and that the aggregate amount of any all such purchase or investment, or (B) Heska, on a consolidated basis, achieves Net Income of less than ($500,000) during the fiscal year ending December 31, 2005, a purchase of intellectual property rights concerning immunodiagnostic technology or an investment investments in an equity position in a company in the immunodiagnostic industry, not to all such corporations shall at no time exceed $1,000,000, which purchase or investment shall occur during the fiscal year ending December 31, 200640,000. (b) Such The Borrower will not create or permit to exist any Subsidiary; providedSubsidiary or joint venture, however, that so long as no Default Period exists, upon written request by such Borrower, other than any Subsidiary or joint venture in existence on the Lender shall not withhold its consent to the creation of (i) any domestic subsidiary provided such Borrower causes such subsidiary to deliver to the Lender a guaranty, a security agreement, date hereof and UCC financing statements and other documents requested by the Lender to create a first priority security interest on behalf of the Lender, or to perfect such security interest, listed in all assets of such subsidiary, or (ii) any foreign subsidiarySchedule 5.7.

Investments and Subsidiaries. (a) Such No Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other PersonPerson or Affiliate, including specifically but without limitation any partnership or joint venture, nor purchase or hold beneficially any stock or other securities or evidence of indebtedness of any other Person or Affiliate, except: (ia) investments Investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “A-1” or “A-2” by Standard & Poors Corporation Poor’s Ratings Services or “P-1” or “P-2” by Xxxxx’x Investors Service or certificates of deposit or bankers’ acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of One Hundred Million Dollars ($100,000,000 100,000,000) (which certificates of deposit or bankers’ acceptances are fully insured by the Federal Deposit Insurance Corporation); (iib) Travel advances or loans to such Borrower’s officers Officers and employees not exceeding at any one time an aggregate of Fifty Thousand Dollars ($200,00050,000); (iiic) advances in the form of progress payments, prepaid Prepaid rent not exceeding two months one month or security deposits; (ivd) unless a Default Period exists or would exist immediately after or as a result of any such loan, advance or capital contribution, loans, advances or capital contributions by Heska to any Subsidiary that is also a Borrower; (v) unless a Default Period exists or would exist immediately after or as a result of any such advance or contribution, advances or contributions during the fiscal year ending December 31, 2006, by Heska to any Subsidiary that is not a Borrower; provided, however, that (A) both before and after such advance or contribution Heska’s Tangible Net Worth must equal or exceed $100,000 and (B) all contributions and advances made in reliance on this subsection (v) shall not exceed $700,000 Current investments in the aggregate during the fiscal year ending December 31, 2006; (vi) investments, including investments Subsidiaries in Subsidiaries, existing existence on the date hereof and listed in Schedule 7.4; (vii) investments in the following items arising in the ordinary course of business: (A) prepaid expenses and negotiable instruments held for collection; (B) Accounts (and Investments obtained in exchange or settlement of Accounts for which such Borrower has determined that collection is not likely); and (C) lease, utility and worker’s compensation, performance and other similar deposits; (viii) unless a Default Period exists or would exist immediately after or as a result of any such loan or advance, loans or advances by any Subsidiary that is also a Borrower to Heska; provided, however, that both before and after such loan or advance both Heska’s Tangible Net Worth and such Subsidiary’s Tangible Net Worth must equal or exceed $100,0005.5 hereto; and (ixe) unless Acquisitions of all or substantially all of the equity interests or assets of another Person or its business in compliance with the limitations set forth in Section 6.20, provided the financing for such acquisitions is provided by third parties on either an unsecured basis or secured only by the assets of the Person or business being acquired, and no funds of any Borrower (Aother than the proceeds of such third party financing) a Default Period exists are used in any acquisition or would exist immediately after or as a result for the funding of any such purchase new subsidiary’s or investment, or (B) Heska, on a consolidated basis, achieves Net Income of less than ($500,000) during business unit’s working capital needs without the fiscal year ending December 31, 2005, a purchase of intellectual property rights concerning immunodiagnostic technology or an investment in an equity position in a company in the immunodiagnostic industry, not to exceed $1,000,000, which purchase or investment shall occur during the fiscal year ending December 31, 2006. (b) Such Borrower will not create or permit to exist any Subsidiary; provided, however, that so long as no Default Period exists, upon prior written request by such Borrower, the Lender shall not withhold its consent to the creation of (i) any domestic subsidiary provided such Borrower causes such subsidiary to deliver to the Lender a guaranty, a security agreement, and UCC financing statements and other documents requested by the Lender to create a first priority security interest on behalf of the Lender, or to perfect such security interest, in all assets of such subsidiary, or (ii) any foreign subsidiary.

Investments and Subsidiaries. (a) Such Borrower The Borrowers will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any Affiliate of the Borrowers or other Person, including specifically but without limitation any partnership or joint venture, nor purchase or hold beneficially any stock or other securities or evidence of Debt of any other Person or Affiliate of the Borrowers, except: (ia) investments Investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “A-1” or “A-2” by Standard & Poors Corporation Poor’s Ratings Services or “P-1” or “P-2” by Xxxxx’x Investors Service or certificates of deposit or bankers’ acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ acceptances are fully insured by the Federal Deposit Insurance Corporation); (iib) Travel advances or loans to such Borrower’s officers the Borrowers’ Officers and employees not exceeding at any one time an aggregate of $200,0005,000; (iiic) advances Security deposits for lessors or prepaid rent in an amount not to exceed two months of applicable rent; and (d) Current (but not any future) investments in the form of progress payments, prepaid rent not exceeding two months or security deposits; (iv) unless a Default Period exists or would exist immediately after or as a result of any such loan, advance or capital contribution, loans, advances or capital contributions by Heska to any Subsidiary that is also a Borrower; (v) unless a Default Period exists or would exist immediately after or as a result of any such advance or contribution, advances or contributions during the fiscal year ending December 31, 2006, by Heska to any Subsidiary that is not a Borrower; provided, however, that (A) both before and after such advance or contribution Heska’s Tangible Net Worth must equal or exceed $100,000 and (B) all contributions and advances made Subsidiaries in reliance on this subsection (v) shall not exceed $700,000 in the aggregate during the fiscal year ending December 31, 2006; (vi) investments, including investments in Subsidiaries, existing existence on the date hereof and listed in Schedule 7.45.5 hereto; and (e) The consummation of Acquisitions, subject to the satisfaction of each of the following conditions and with the Lender’s prior written consent (a “Permitted Acquisition”): (i) Lender shall receive at least 30 days’ prior written notice of such proposed Acquisition, which notice shall include a reasonably detailed description of such proposed Acquisition, including the identity of the Target; (ii) such proposed Acquisition shall only involve assets located in the United States or Canada and comprising a business, or those assets of a business of the type engaged in by Borrowers as of the date hereof or ancillary businesses reasonably related to the business engaged in by Borrowers as of the date hereof; (iii) such proposed Acquisition shall be consensual and shall have been approved by the board of directors or managers of the Target; (iv) no additional Debt, contingent obligations or other liabilities shall be incurred, assumed or otherwise be reflected on a consolidated balance sheet of the Borrowers and the Target after giving effect to such Permitted Acquisition, except (A) Revolving Advances made hereunder, (B) ordinary course trade payables, accrued expenses and unsecured Debt of the Target, and (C) Debt and contingent obligations permitted hereunder (including Debt permitted under Section 6.4(f) and 6.4(tg) and Subordinated Debt issued to the seller pursuant to a Subordination Agreement reasonably acceptable to Lender); (v) the business and assets acquired in such Permitted Acquisition shall be free and clear of all Liens and security interests other than Permitted Liens, and at or prior to the closing of any Permitted Acquisition, (A) in the case of a stock Acquisition, the Target, or in the case of an asset Acquisition, the Person acquiring the assets of the Target, shall be a Borrower hereunder or a wholly-owned Subsidiary of a Borrower which shall become a Borrower hereunder and shall execute a joinder agreement, and (B) Lender will be granted a first priority perfected Lien and security interest in all unencumbered assets acquired pursuant to such Acquisition or in the assets and stock of the Target, and Borrowers and the Target (if a stock acquisition) shall have executed such documents and taken such actions as may be reasonably required by Lender in connection therewith; (vi) concurrently with delivery of the notice referred to in clause (i) above, Borrowers shall have delivered to Lender, in form and substance reasonably satisfactory to Lender, a pro forma consolidated balance sheet, income statement and cash flow statement of Company and its Subsidiaries (the “Acquisition Pro Forma”), based on recent financial statements, which shall be complete and shall fairly present in all material respects the assets, liabilities, financial condition and results of operations of Company and its Subsidiaries in accordance with GAAP consistently applied, but taking into account the consummation of such Permitted Acquisition and the funding of all Revolving Advances and incurrence of all Debt, if applicable, in connection therewith, and such Acquisition Pro Forma shall reflect that on a pro forma basis, (A) no Default or Event of Default has occurred and is continuing or would result after giving effect to such Permitted Acquisition, and (B) Borrowers would have been in compliance with the provisions of Section 6.2 for the period reflected in the Compliance Certificate most recently delivered to Lender pursuant to this Agreement prior to the consummation of such Permitted Acquisition (after giving effect to such Permitted Acquisition and all Revolving Advances funded and Debt incurred, if applicable, in connection therewith as if made on the first day of such period); (vii) investments on or prior to the date of such Permitted Acquisition, Lender shall have received, in form and substance reasonably satisfactory to Lender, copies of the following items arising in the ordinary course of business: (A) prepaid expenses acquisition agreement and negotiable instruments held for collection; (B) Accounts (related agreements and Investments obtained in exchange or settlement of Accounts for which instruments, organizational documents, and such Borrower has determined that collection is not likely); and (C) leasefinancial statements, utility and worker’s compensation, performance reports and other similar deposits;information relative to the Target or the business proposed to be acquired, its assets, principals and such other matters relative to the Target or such business and the proposed Acquisition as Lender shall reasonably request, and all opinions, certificates, lien search results and other documents reasonably requested by Lender; and (viii) unless a Default Period exists or would exist immediately after or as a result at the time of any such loan or advance, loans or advances by any Subsidiary that is also a Borrower to Heska; provided, however, that both before Permitted Acquisition and after such loan giving effect thereto, no Default or advance both Heska’s Tangible Net Worth Event of Default has occurred and such Subsidiary’s Tangible Net Worth must equal or exceed $100,000is continuing; and (ixf) unless The consummation of Acquisitions is further subject to satisfaction of each of the following conditions: (i) such Acquisitions are funded solely from Borrowers’ funds on hand or Debt permitted hereunder; (ii) such Acquisitions comply with each of the conditions set forth in clauses (ii), (iii), (iv), (v) and (viii) of Section 6.6(e) above; (iii) prior to and after giving effect to each such Acquisition, the Borrowers are in pro forma compliance with the provisions of Section 6.2 hereof; and (iv) the fair market consideration exchanged in connection with such Acquisitions does not exceed (A) a Default Period exists or would exist immediately after or as a result of $10,000,000 with respect to any such purchase or investmentindividual Acquisition, or (Bb) Heska, on a consolidated basis, achieves Net Income of less than ($500,00025,000,000 in the aggregate with respect to all Acquisitions consummated pursuant to Section 6.6(e) and this Section 6.6(f) during the fiscal year ending December 31, 2005, a purchase of intellectual property rights concerning immunodiagnostic technology or an investment in an equity position in a company in the immunodiagnostic industry, not to exceed $1,000,000, which purchase or investment shall occur during the fiscal year ending December 31, 2006preceding twelve (12) months. (b) Such Borrower will not create or permit to exist any Subsidiary; provided, however, that so long as no Default Period exists, upon written request by such Borrower, the Lender shall not withhold its consent to the creation of (i) any domestic subsidiary provided such Borrower causes such subsidiary to deliver to the Lender a guaranty, a security agreement, and UCC financing statements and other documents requested by the Lender to create a first priority security interest on behalf of the Lender, or to perfect such security interest, in all assets of such subsidiary, or (ii) any foreign subsidiary.

Investments and Subsidiaries. (a) Such The Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (i1) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “"A-1” " or “"A-2” " by Standard & Poors Corporation or “"P-1” " or “"P-2” " by Xxxxx’x Xxxxx'x Investors Service or certificates of deposit or bankers’ ' acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ ' acceptances are fully insured by the Federal Deposit Insurance Corporation); (ii2) travel advances or loans to such Borrower’s officers and employees of the Borrower not exceeding at any one time an aggregate of $200,00015,000; (iii3) advances in the form of progress payments, prepaid rent not exceeding two months or security deposits;; and (iv4) unless a loans or advances to DNC outstanding on the date of this Agreement plus loans or advances to DNC made after the date of this Agreement provided that no more than $8,000 of loans or advances are made in any calendar month and at the time any such loans or advances are made (i) no Default Period exists or Event of Default has occurred and is continuing or would exist immediately after or as a result of any such loan, advance or capital contribution, loans, advances or capital contributions by Heska to any Subsidiary that is also a Borrower; (v) unless a Default Period exists or would exist immediately after or as a result of any such advance or contribution, advances or contributions during the fiscal year ending December 31, 2006, by Heska to any Subsidiary that is not a Borrower; provided, however, that (A) both before and after such advance or contribution Heska’s Tangible Net Worth must equal or exceed $100,000 and (B) all contributions and advances made in reliance on this subsection (v) shall not exceed $700,000 in the aggregate during the fiscal year ending December 31, 2006; (vi) investments, including investments in Subsidiaries, existing on the date hereof and listed in Schedule 7.4; (vii) investments in the following items arising in the ordinary course of business: (A) prepaid expenses and negotiable instruments held for collection; (B) Accounts (and Investments obtained in exchange or settlement of Accounts for which such Borrower has determined that collection is not likely); and (C) lease, utility and worker’s compensation, performance and other similar deposits; (viii) unless a Default Period exists or would exist immediately after or as a result of any such loan or advanceadvance is made, loans or advances by any Subsidiary that is also a Borrower to Heska; provided, however, that both before and (ii) immediately after such loan or advance both Heska’s Tangible Net Worth is made the Borrower has no undisputed trade payables which are more than 30 days past due and such Subsidiary’s Tangible Net Worth must equal or exceed the Borrowing Base exceeds the outstanding principal balance of the Note by at least $100,000; and (ix) unless (A) a Default Period exists or would exist immediately after or as a result of any such purchase or investment, or (B) Heska, on a consolidated basis, achieves Net Income of less than ($500,000) during the fiscal year ending December 31, 2005, a purchase of intellectual property rights concerning immunodiagnostic technology or an investment in an equity position in a company in the immunodiagnostic industry, not to exceed $1,000,000, which purchase or investment shall occur during the fiscal year ending December 31, 200625,000. (b) Such The Borrower will not create or permit to exist any Subsidiary; provided, however, that so long as no Default Period exists, upon written request by such Borrower, other than any Subsidiary in existence on the Lender shall not withhold its consent to the creation of (i) any domestic subsidiary provided such Borrower causes such subsidiary to deliver to the Lender a guaranty, a security agreement, date hereof and UCC financing statements and other documents requested by the Lender to create a first priority security interest on behalf of the Lender, or to perfect such security interest, listed in all assets of such subsidiary, or (ii) any foreign subsidiaryExhibit B hereto.

Investments and Subsidiaries. (a) Such The Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (i) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “"A-1” " or “"A-2” " by Standard & Poors Corporation or “"P-1” " or “"P-2” " by Xxxxx’x Moody's Investors Service or certificates of deposit or bankers’ acceptances ' xxxxxxxnces having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ ' acceptances are fully insured by the Federal Deposit Insurance Corporation); (ii) travel advances or loans to such the Borrower’s 's officers and employees not exceeding at any one time an aggregate of $200,000;75,000.00; and (iii) advances in the form of progress payments, prepaid rent not exceeding two 2 months or security deposits;. (iv) unless a Default Period exists or would exist immediately after or as a result of any such loan, advance or capital contribution, loans, advances or capital contributions any other credits at any time disbursed and outstanding after the date of this Agreement shown on the balance sheet of Borrower granted to the Covenant Entities for fair and adequate consideration which will not increase from the date hereof by Heska more than in the aggregate (i) $1,500,000.00 through September 30, 2000, (ii) $2,250,000.00 after September 30, 2000 through September 30, 2001, and (iii) $3,000,000.00 after September 30, 2001 through the Termination Date. This subsection (iv) shall not apply to any Subsidiary that is also a Borrower;the payment of Expense Reimbursements, as hereafter defined, to Guarantor. (v) unless a Default Period exists or would exist immediately after or payments to the Covenant Entities so long as a result they are expensed in accordance with GAAP, and appear on all statements of any such advance or contribution, advances or contributions during the fiscal year ending December 31, 2006, by Heska income required pursuant to any Subsidiary that is not a Borrower; provided, however, that (A) both before and after such advance or contribution Heska’s Tangible Net Worth must equal or exceed $100,000 and (B) all contributions and advances made in reliance on this subsection (v) shall not exceed $700,000 in the aggregate during the fiscal year ending December 31, 2006; (vi) investments, including investments in Subsidiaries, existing on the date hereof and listed in Schedule 7.4; (vii) investments in the following items arising in the ordinary course of business: (A) prepaid expenses and negotiable instruments held for collection; (B) Accounts (and Investments obtained in exchange or settlement of Accounts for which such Borrower has determined that collection is not likely); and (C) lease, utility and worker’s compensation, performance and other similar deposits; (viii) unless a Default Period exists or would exist immediately after or as a result of any such loan or advance, loans or advances by any Subsidiary that is also a Borrower to Heska; provided, however, that both before and after such loan or advance both Heska’s Tangible Net Worth and such Subsidiary’s Tangible Net Worth must equal or exceed $100,000; and (ix) unless (A) a Default Period exists or would exist immediately after or as a result of any such purchase or investment, or (B) Heska, on a consolidated basis, achieves Net Income of less than ($500,000) during the fiscal year ending December 31, 2005, a purchase of intellectual property rights concerning immunodiagnostic technology or an investment in an equity position in a company in the immunodiagnostic industry, not to exceed $1,000,000, which purchase or investment shall occur during the fiscal year ending December 31, 2006.Section 6.1 (b) Such The Borrower will not create or permit to exist any Subsidiary; provided, however, that so long as no Default Period exists, upon written request by such Borrower, other than the Lender shall not withhold its consent to Subsidiar(y)(ies) in existence on the creation of (i) any domestic subsidiary provided such Borrower causes such subsidiary to deliver to the Lender a guaranty, a security agreement, date hereof and UCC financing statements and other documents requested by the Lender to create a first priority security interest on behalf of the Lender, or to perfect such security interest, listed in all assets of such subsidiary, or (ii) any foreign subsidiarySchedule 5.4.

Investments and Subsidiaries. (a) Such Except as provided in Section 6.18 or in connection with a contract to invest in marketable securities, the Borrower will not purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including specifically but without limitation any partnership or joint venture, except: (ia) investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “A-1” or “A-2” by Standard & Poors Poor’s Corporation or “P-1” or “P-2” by Xxxxx’x Investors Service or certificates of deposit or bankers’ acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ acceptances are fully insured by the Federal Deposit Insurance Corporation); (iib) travel advances or loans to such the Borrower’s officers Owners, Directors, Officers, employees, and employees other loans in the ordinary course of the Borrower’s business consistent with past practices not exceeding at any one time an aggregate of $200,0003,000,000; (iiic) advances in the form of progress payments, prepaid rent not exceeding two months one month or security deposits; (ivd) unless a Default Period exists or would exist immediately after or as a result of any such loan, advance or capital contribution, loans, advances or capital contributions by Heska to any Subsidiary that is also a Borrower; (v) unless a Default Period exists or would exist immediately after or as a result of any such advance or contribution, advances or contributions during the fiscal year ending December 31, 2006, by Heska to any Subsidiary that is not a Borrower; provided, however, that (A) both before and after such advance or contribution Heska’s Tangible Net Worth must equal or exceed $100,000 and (B) all contributions and advances made in reliance on this subsection (v) shall not exceed $700,000 in the aggregate during the fiscal year ending December 31, 2006; (vi) investments, including investments in Subsidiaries, existing its Subsidiaries in existence on the date hereof and listed in Schedule 7.4;5.5 hereto, and investments in new domestic Subsidiaries which result from the merger or reorganization of two or more existing Subsidiaries of the Borrower or the transfer of assets from the Borrower to such Subsidiary; and (viie) investments in the following items arising in the ordinary course of business: (A) prepaid expenses and negotiable instruments held for collection; (B) Accounts (and Investments obtained in exchange or settlement of Accounts for which such Borrower has determined that collection is not likely); and (C) lease, utility and worker’s compensation, performance and other similar deposits; (viii) unless a Default Period exists or would exist immediately after or as a result acquisitions of any such loan interest in Persons which would be considered unconsolidated subsidiaries (which may be corporations or advance, loans or advances by other entities) of the Borrower under GAAP not exceeding at any Subsidiary that is also a Borrower to Heskaone time an aggregate of $10,000,000; provided, however, that both before and after such loan or advance both Heska’s Tangible Net Worth and such Subsidiary’s Tangible Net Worth must equal or exceed $100,000; and (ix) unless (A) a Default Period exists or would exist immediately after or as a result the line of business of any such purchase or investment, or (B) Heska, on a consolidated basis, achieves Net Income Person shall not materially differ from that presently engaged in by the Borrower. For purposes of less than ($500,000) during the fiscal year ending December 31, 2005, a purchase of intellectual property rights concerning immunodiagnostic technology or an investment in an equity position in a company in the immunodiagnostic industry, not to exceed $1,000,000, which purchase or investment shall occur during the fiscal year ending December 31, 2006. (b) Such Borrower will not create or permit to exist any Subsidiary; provided, however, that so long as no Default Period exists, upon written request by such Borrowerthis Section 6.6, the Lender term “marketable securities” shall not withhold its consent to the creation of mean, (i) any domestic subsidiary provided such Borrower causes such subsidiary to deliver securities registered pursuant to the Lender a guaranty, a security agreement, and UCC financing statements and other documents requested by Securities Act of 1933 or the Lender to create a first priority security interest Securities Act of 1934 which are publicly traded on behalf of the Lender, New York Stock Exchange or to perfect such security interest, in all assets of such subsidiaryNASDAQ Exchange, or (ii) any foreign subsidiaryprivate securities in the aggregate of not more than $1,000,000.