Common use of Perfection Certificates Clause in Contracts

Perfection Certificates. (a) Parent Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of __________, 2018 delivered by Parent Borrower to Bank (the “Parent Borrower Perfection Certificate”), and acknowledges, confirms and agrees that the disclosures and information Parent Borrower provided to Bank in the Parent Borrower Perfection Certificate have not changed, as of the date hereof. (b) Acquisition hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of __________, 2018 (the “Acquisition Perfection Certificate”), and acknowledges, confirms and agrees that the disclosures and information Acquisition provided to Bank in the Acquisition Perfection Certificate have not changed, as of the date hereof. (c) In connection with this Agreement, Health delivered to Bank a Perfection Certificate signed by Health dated as of the date of this Agreement (the “Health Perfection Certificate”). Health represents and warrants to Bank that: (i) Health’s exact legal name is that indicated on the Health Perfection Certificate and on the signature page hereof; and (ii) Health is an organization of the type, and is organized in the jurisdiction, set forth in the Health Perfection Certificate; and (iii) the Health Perfection Certificate accurately sets forth Health’s organizational identification number or accurately states that Health has none; (iv) the Health Perfection Certificate accurately sets forth Health’s place of business, or, if more than one, its chief executive office as well as Health’s mailing address if different, and (v) all other information set forth on the Health Perfection Certificate pertaining to Health is accurate and complete. (d) In connection with this Agreement, Management delivered to Bank a Perfection Certificate signed by Management dated as of the date of this Agreement (the “Management Perfection Certificate”). Management represents and warrants to Bank that: (i) Management’s exact legal name is that indicated on the Management Perfection Certificate and on the signature page hereof; and (ii) Management is an organization of the type, and is organized in the jurisdiction, set forth in the Management Perfection Certificate; and (iii) the Management Perfection Certificate accurately sets forth Management’s organizational identification number or accurately states that Management has none; (iv) the Management Perfection Certificate accurately sets forth Management’s place of business, or, if more than one, its chief executive office as well as Management’s mailing address if different, and (v) all other information set forth on the Management Perfection Certificate pertaining to Management is accurate and complete. Borrower hereby acknowledges and agrees that all references in the Loan Agreement to the “Perfection Certificate” shall mean and include, collectively, the Parent Borrower Perfection Certificate, the Acquisition Perfection Certificate, the Health Perfection Certificate and the Management Perfection Certificate.

Appears in 2 contracts

Samples: Loan Modification Agreement, Loan Modification Agreement (Medical Transcription Billing, Corp)

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Perfection Certificates. (a) Parent Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of __________February 17, 2018 delivered by Parent Borrower to Bank 2023 (the “Parent Borrower Perfection Certificate”)) delivered by Parent to Bank, and acknowledges, confirms and agrees that the disclosures and information Parent Borrower provided to Bank in the Parent Borrower Perfection Certificate have not changed, as of the date hereof. (b) MTBC Acquisition hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of __________February 17, 2018 2023 (the “MTBC Acquisition Perfection Certificate”)) delivered by MTBC Acquisition to Bank, and acknowledges, confirms and agrees that the disclosures and information MTBC Acquisition provided to Bank in the MTBC Acquisition Perfection Certificate have not changed, as of the date hereof. (c) In connection with this AgreementManagement hereby ratifies, Health delivered to Bank confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate signed by Health dated as of the date of this Agreement (the “Health Perfection Certificate”). Health represents and warrants to Bank that: (i) Health’s exact legal name is that indicated on the Health Perfection Certificate and on the signature page hereof; and (ii) Health is an organization of the typeFebruary 17, and is organized in the jurisdiction, set forth in the Health Perfection Certificate; and (iii) the Health Perfection Certificate accurately sets forth Health’s organizational identification number or accurately states that Health has none; (iv) the Health Perfection Certificate accurately sets forth Health’s place of business, or, if more than one, its chief executive office as well as Health’s mailing address if different, and (v) all other information set forth on the Health Perfection Certificate pertaining to Health is accurate and complete. (d) In connection with this Agreement, Management delivered to Bank a Perfection Certificate signed by Management dated as of the date of this Agreement 2023 (the “Management Perfection Certificate”). ) delivered by Management represents to Bank, and warrants acknowledges, confirms and agrees that the disclosures and information Management provided to Bank that: (i) Management’s exact legal name is that indicated on in the Management Perfection Certificate and on the signature page hereof; and (ii) Management is an organization have not changed, as of the typedate hereof. (d) CareCloud Health hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of February 17, 2023 (the “CareCloud Health Perfection Certificate”) delivered by CareCloud Health to Bank, and is organized acknowledges, confirms and agrees that the disclosures and information CareCloud Health provided to Bank in the jurisdictionCareCloud Health Perfection Certificate have not changed, set forth as of the date hereof. (e) Meridian Medical hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of February 17, 2023 (the “Meridian Medical Perfection Certificate”) delivered by Meridian Medical to Bank, and acknowledges, confirms and agrees that the disclosures and information Meridian Medical provided to Bank in the Management Meridian Medical Perfection Certificate have not changed, as of the date hereof. (f) medSR hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of February 17, 2023 (the “medSR Perfection Certificate; ”) delivered by medSR to Bank, and (iii) acknowledges, confirms and agrees that the Management disclosures and information medSR provided to Bank in the medSR Perfection Certificate accurately sets forth Management’s organizational identification number or accurately states that Management has none; have not changed, as of the date hereof. (ivg) CareCloud Acquisition hereby ratifies, confirms and reaffirms, all and singular, the Management terms and disclosures contained in a certain Perfection Certificate accurately sets forth Management’s place dated as of businessFebruary 17, or, if more than one, its chief executive office as well as Management’s mailing address if different2023 (the “CareCloud Acquisition Perfection Certificate”) delivered by CareCloud Acquisition to Bank, and (v) all other acknowledges, confirms and agrees that the disclosures and information set forth on CareCloud Acquisition provided to Bank in the Management CareCloud Acquisition Perfection Certificate pertaining to Management is accurate and completehave not changed, as of the date hereof. Borrower hereby acknowledges and agrees that all references in the Loan Agreement to the “Perfection Certificate” shall mean and include, collectively, the Parent Borrower Perfection Certificate, the MTBC Acquisition Perfection Certificate, the Health Perfection Certificate and the Management Perfection Certificate, the CareCloud Health Perfection Certificate, the Meridian Medical Perfection Certificate, the medSR Perfection Certificate, and the CareCloud Acquisition Perfection Certificate.

Appears in 1 contract

Samples: Loan Modification Agreement (CareCloud, Inc.)

Perfection Certificates. (a) Parent Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of __________February 28, 2018 delivered by Parent Borrower to Bank 2020 (the “Parent Borrower Perfection Certificate”)) delivered by Parent to Bank, and acknowledges, confirms and agrees that the disclosures and information Parent Borrower provided to Bank in the Parent Borrower Perfection Certificate have not changed, as of the date hereof. (b) Acquisition hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of __________February 28, 2018 2020 (the “Acquisition Perfection Certificate”)) delivered by Acquisition to Bank, and acknowledges, confirms and agrees that the disclosures and information Acquisition provided to Bank in the Acquisition Perfection Certificate have not changed, as of the date hereof. (c) Health hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of February 28, 2020 (the “Health Perfection Certificate”) delivered by Health to Bank, and acknowledges, confirms and agrees that the disclosures and information Health provided to Bank in the Health Perfection Certificate have not changed, as of the date hereof. (d) Management hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of February 28, 2020 (the “Management Perfection Certificate”) delivered by Management to Bank, and acknowledges, confirms and agrees that the disclosures and information Management provided to Bank in the Management Perfection Certificate have not changed, as of the date hereof. (e) In connection with this Agreement, Health MTBC-Med delivered to Bank a Perfection Certificate signed by Health MTBC-Med dated as of the date of this Agreement (the “Health MTBC-Med Perfection Certificate”). Health MTBC-Med represents and warrants to Bank that: (i) HealthMTBC-Med’s exact legal name is that indicated on the Health MTBC-Med Perfection Certificate and on the signature page hereof; and (ii) Health MTBC-Med is an organization of the type, and is organized in the jurisdiction, set forth in the Health MTBC-Med Perfection Certificate; and (iii) the Health MTBC-Med Perfection Certificate accurately sets forth HealthMTBC-Med’s organizational identification number or accurately states that Health MTBC-Med has none; (iv) the Health MTBC-Med Perfection Certificate accurately sets forth HealthMTBC-Med’s place of business, or, if more than one, its chief executive office as well as HealthMTBC-Med’s mailing address if different, and (v) all other information set forth on the Health MTBC-Med Perfection Certificate pertaining to Health MTBC-Med is accurate and complete. (df) In connection with this Agreement, Management CareCloud delivered to Bank a Perfection Certificate signed by Management CareCloud dated as of the date of this Agreement (the “Management CareCloud Perfection Certificate”). Management CareCloud represents and warrants to Bank that: (i) ManagementCareCloud’s exact legal name is that indicated on the Management CareCloud Perfection Certificate and on the signature page hereof; and (ii) Management CareCloud is an organization of the type, and is organized in the jurisdiction, set forth in the Management CareCloud Perfection Certificate; and (iii) the Management CareCloud Perfection Certificate accurately sets forth ManagementCareCloud’s organizational identification number or accurately states that Management CareCloud has none; (iv) the Management CareCloud Perfection Certificate accurately sets forth ManagementCareCloud’s place of business, or, if more than one, its chief executive office as well as ManagementCareCloud’s mailing address if different, and (v) all other information set forth on the Management CareCloud Perfection Certificate pertaining to Management CareCloud is accurate and complete. Borrower hereby acknowledges and agrees that all references in the Loan Agreement to the “Perfection Certificate” shall mean and include, collectively, the Parent Borrower Perfection Certificate, the Acquisition Perfection Certificate, the Health Perfection Certificate and Certificate, the Management Perfection Certificate, the MTBC-Med Perfection Certificate, and the CareCloud Perfection Certificate.

Appears in 1 contract

Samples: Loan Modification Agreement (MTBC, Inc.)

Perfection Certificates. (a) Parent Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of __________September 21, 2018 delivered by Parent Borrower to Bank 2021 (the “Parent Borrower Perfection Certificate”)) delivered by Parent to Bank, and acknowledges, confirms and agrees that the disclosures and information Parent Borrower provided to Bank in the Parent Borrower Perfection Certificate have not changed, as of the date hereof. (b) MTBC Acquisition hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of __________September 21, 2018 2021 (the “MTBC Acquisition Perfection Certificate”)) delivered by MTBC Acquisition to Bank, and acknowledges, confirms and agrees that the disclosures and information MTBC Acquisition provided to Bank in the MTBC Acquisition Perfection Certificate have not changed, as of the date hereof. (c) Management hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of September 21, 2021 (the “Management Perfection Certificate”) delivered by Management to Bank, and acknowledges, confirms and agrees that the disclosures and information Management provided to Bank in the Management Perfection Certificate have not changed, as of the date hereof. (d) CareCloud Health hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of September 21, 2021 (the “CareCloud Health Perfection Certificate”) delivered by CareCloud Health to Bank, and acknowledges, confirms and agrees that the disclosures and information CareCloud Health provided to Bank in the CareCloud Health Perfection Certificate have not changed, as of the date hereof. (e) Meridian Medical hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of September 21, 2021 (the “Meridian Medical Perfection Certificate”) delivered by Meridian Medical to Bank, and acknowledges, confirms and agrees that the disclosures and information Meridian Medical provided to Bank in the Meridian Medical Perfection Certificate have not changed, as of the date hereof. (f) In connection with this Agreement, Health medSR delivered to Bank a Perfection Certificate signed by Health medSR dated as of the date of this Agreement (the “Health medSR Perfection Certificate”). Health medSR represents and warrants to Bank that: (i) HealthmedSR’s exact legal name is that indicated on the Health medSR Perfection Certificate and on the signature page hereof; and (ii) Health medSR is an organization of the type, and is organized in the jurisdiction, set forth in the Health medSR Perfection Certificate; and (iii) the Health medSR Perfection Certificate accurately sets forth HealthmedSR’s organizational identification number or accurately states that Health medSR has none; (iv) the Health medSR Perfection Certificate accurately sets forth HealthmedSR’s place of business, or, if more than one, its chief executive office as well as HealthmedSR’s mailing address if different, and (v) all other information set forth on the Health medSR Perfection Certificate pertaining to Health medSR is accurate and complete. (dg) In connection with this Agreement, Management CareCloud Acquisition delivered to Bank a Perfection Certificate signed by Management CareCloud Acquisition dated as of the date of this Agreement (the “Management CareCloud Acquisition Perfection Certificate”). Management CareCloud Acquisition represents and warrants to Bank that: (i) ManagementCareCloud Acquisition’s exact legal name is that indicated on the Management CareCloud Acquisition Perfection Certificate and on the signature page hereof; and (ii) Management CareCloud Acquisition is an organization of the type, and is organized in the jurisdiction, set forth in the Management CareCloud Acquisition Perfection Certificate; and (iii) the Management CareCloud Acquisition Perfection Certificate accurately sets forth ManagementCareCloud Acquisition’s organizational identification number or accurately states that Management CareCloud Acquisition has none; (iv) the Management CareCloud Acquisition Perfection Certificate accurately sets forth ManagementCareCloud Acquisition’s place of business, or, if more than one, its chief executive office as well as ManagementCareCloud Acquisition’s mailing address if different, and (v) all other information set forth on the Management CareCloud Acquisition Perfection Certificate pertaining to Management CareCloud Acquisition is accurate and complete. Borrower hereby acknowledges and agrees that all references in the Loan Agreement to the “Perfection Certificate” shall mean and include, collectively, the Parent Borrower Perfection Certificate, the MTBC Acquisition Perfection Certificate, the Health Perfection Certificate and the Management Perfection Certificate, the CareCloud Health Perfection Certificate, the Meridian Medical Perfection Certificate, the medSR Perfection Certificate, and the CareCloud Acquisition Perfection Certificate.

Appears in 1 contract

Samples: Loan Modification Agreement (CareCloud, Inc.)

Perfection Certificates. (a) Parent Existing Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of __________November 2, 2018 delivered by Parent Borrower to Bank 2022 (the “Parent Existing Borrower Perfection Certificate”), and acknowledges, confirms and agrees that the disclosures and information Parent Existing Borrower provided to Bank in the Parent Existing Borrower Perfection Certificate have not changed, as of the date hereof. (b) Acquisition hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of __________, 2018 (the “Acquisition Perfection Certificate”), and acknowledges, confirms and agrees that the disclosures and information Acquisition provided to Bank in the Acquisition Perfection Certificate have not changed, as of the date hereof. (c) In connection with this Agreement, Health Midco has delivered to Bank a Perfection Certificate signed by Health Midco dated as of the date of this Agreement (the “Health Midco Perfection Certificate”). Health Midco represents and warrants to Bank that: (i) HealthMidco’s exact legal name is that indicated on the Health Midco Perfection Certificate and on the signature page hereof; and (ii) Health Midco is an organization of the type, and is organized in the jurisdiction, set forth in the Health Midco Perfection Certificate; and (iii) the Health Midco Perfection Certificate accurately sets forth HealthMidco’s organizational identification number or accurately states that Health Midco has none; (iv) the Health Midco Perfection Certificate accurately sets forth HealthMidco’s place of business, or, if more than one, its chief executive office as well as HealthMidco’s mailing address if different, ; and (v) all other information set forth on the Health Midco Perfection Certificate pertaining to Health Midco is accurate and complete. (dc) In connection with this Agreement, Management AcquisitionCo has delivered to Bank a Perfection Certificate signed by Management AcquisitionCo dated as of the date of this Agreement (the “Management AcquisitionCo Perfection Certificate”). Management AcquisitionCo represents and warrants to Bank that: (i) ManagementAcquisitionCo’s exact legal name is that indicated on the Management AcquisitionCo Perfection Certificate and on the signature page hereof; and (ii) Management AcquisitionCo is an organization of the type, and is organized in the jurisdiction, set forth in the Management AcquisitionCo Perfection Certificate; and (iii) the Management AcquisitionCo Perfection Certificate accurately sets forth ManagementAcquisitionCo’s organizational identification number or accurately states that Management AcquisitionCo has none; (iv) the Management AcquisitionCo Perfection Certificate accurately sets forth ManagementAcquisitionCo’s place of business, or, if more than one, its chief executive office as well as ManagementAcquisitionCo’s mailing address if different, ; and (v) all other information set forth on the Management AcquisitionCo Perfection Certificate pertaining to Management AcquisitionCo is accurate and complete. (d) In connection with this Agreement, Edgecast has delivered to Bank a Perfection Certificate signed by Edgecast dated as of the date of this Agreement (the “Edgecast Perfection Certificate”, and together with the Midco Perfection Certificate and the AcquisitionCo Perfection Certificate, the “New Borrower Perfection Certificates”). Edgecast represents and warrants to Bank that: (i) Edgecast’s exact legal name is that indicated on the Edgecast Perfection Certificate and on the signature page hereof; (ii) Edgecast is an organization of the type, and is organized in the jurisdiction, set forth in the Edgecast Perfection Certificate; (iii) the Edgecast Perfection Certificate accurately sets forth Edgecast’s organizational identification number or accurately states that Edgecast has none; (iv) the Edgecast Perfection Certificate accurately sets forth Edgecast’s place of business, or, if more than one, its chief executive office as well as Edgecast’s mailing address if different; and (v) all other information set forth on the Edgecast Perfection Certificate pertaining to Edgecast is accurate and complete. Borrower hereby acknowledges and agrees that all references in the Loan Agreement to the “Perfection Certificate” shall mean and include, collectively, the Parent Existing Borrower Perfection Certificate, the Acquisition Perfection Certificate, the Health Perfection Certificate and the Management New Borrower Perfection CertificateCertificates.

Appears in 1 contract

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

Perfection Certificates. (a) Parent Existing Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a that certain Perfection Certificate of Existing Borrower dated as of __________, 2018 delivered by Parent Borrower to Bank the date of this Agreement (the “Parent Existing Borrower Perfection Certificate”), and acknowledges, confirms and agrees that the disclosures and information Parent Existing Borrower provided to Bank in the Parent Borrower such Perfection Certificate have not changed, as of the date hereof. (b) Acquisition hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of __________, 2018 (the “Acquisition Perfection Certificate”), and acknowledges, confirms and agrees that the disclosures and information Acquisition provided to Bank in the Acquisition Perfection Certificate have not changed, as of the date hereof. (c) In connection with this Agreement, Health New Borrower has delivered to Bank a Perfection Certificate signed by Health New Borrower dated as of the date of this Agreement (the “Health New Borrower Perfection Certificate”). Health New Borrower represents and warrants to Bank that: (i) HealthNew Borrower’s exact legal name is that indicated on the Health New Borrower Perfection Certificate and on the signature page hereof; and (ii) Health New Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Health New Borrower Perfection Certificate; and (iii) the Health New Borrower Perfection Certificate accurately sets forth HealthNew Borrower’s organizational identification number or accurately states that Health New Borrower has none; (iv) the Health New Borrower Perfection Certificate accurately sets forth HealthNew Borrower’s place of business, or, if more than one, its chief executive office as well as HealthNew Borrower’s mailing address if different, ; and (v) all other information set forth on the Health New Borrower Perfection Certificate pertaining to Health is accurate and complete. (d) In connection with this Agreement, Management delivered to Bank a Perfection Certificate signed by Management dated as of the date of this Agreement (the “Management Perfection Certificate”). Management represents and warrants to Bank that: (i) Management’s exact legal name is that indicated on the Management Perfection Certificate and on the signature page hereof; and (ii) Management is an organization of the type, and is organized in the jurisdiction, set forth in the Management Perfection Certificate; and (iii) the Management Perfection Certificate accurately sets forth Management’s organizational identification number or accurately states that Management has none; (iv) the Management Perfection Certificate accurately sets forth Management’s place of business, or, if more than one, its chief executive office as well as Management’s mailing address if different, and (v) all other information set forth on the Management Perfection Certificate pertaining to Management New Borrower is accurate and complete. Borrower hereby acknowledges and agrees that all references in the Loan Agreement to the “Perfection Certificate” shall mean and include, collectively, the Parent Existing Borrower Perfection Certificate, the Acquisition Perfection Certificate, the Health Perfection Certificate and the Management New Borrower Perfection Certificate.

Appears in 1 contract

Samples: Loan Modification Agreement (Velo3D, Inc.)

Perfection Certificates. (a) Parent Existing Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of __________June 17, 2018 2015 delivered by Parent Existing Borrower to Bank (the “Parent Existing Borrower Perfection Certificate), and acknowledges, confirms and agrees that the disclosures and information Parent Existing Borrower provided to Bank in the Parent Existing Borrower Perfection Certificate have not changed, as of the date hereof. (b) Acquisition hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of __________, 2018 (the “Acquisition Perfection Certificate”), and acknowledges, confirms and agrees that the disclosures and information Acquisition provided to Bank in the Acquisition Perfection Certificate have not changed, as of the date hereof. (c) In connection with this Joinder and Third Loan Modification Agreement, Health each New Borrower delivered to Bank a Perfection Certificate signed by Health such New Borrower dated as of the date of this Joinder and Third Loan Modification Agreement (collectively, the “Health New Borrower Perfection Certificate”). Health Each New Borrower represents and warrants to Bank that: (i) HealthNew Borrower’s exact legal name is that indicated on the Health New Borrower Perfection Certificate and on the signature page hereof; and (ii) Health New Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Health New Borrower Perfection Certificate; and (iii) the Health New Borrower Perfection Certificate accurately sets forth HealthNew Borrower’s organizational identification number or accurately states that Health New Borrower has none; and (iv) the Health New Borrower Perfection Certificate accurately sets forth HealthNew Borrower’s place of business, or, if more than one, its chief executive office as well as HealthNew Borrower’s mailing address if different, and (v) all other information set forth on the Health New Borrower Perfection Certificate pertaining to Health is accurate and complete. (d) In connection with this Agreement, Management delivered to Bank a Perfection Certificate signed by Management dated as of the date of this Agreement (the “Management Perfection Certificate”). Management represents and warrants to Bank that: (i) Management’s exact legal name is that indicated on the Management Perfection Certificate and on the signature page hereof; and (ii) Management is an organization of the type, and is organized in the jurisdiction, set forth in the Management Perfection Certificate; and (iii) the Management Perfection Certificate accurately sets forth Management’s organizational identification number or accurately states that Management has none; (iv) the Management Perfection Certificate accurately sets forth Management’s place of business, or, if more than one, its chief executive office as well as Management’s mailing address if different, and (v) all other information set forth on the Management Perfection Certificate pertaining to Management New Borrower is accurate and complete. Borrower hereby acknowledges and agrees that all references in the Loan Agreement to the “Perfection Certificate” shall mean and include, collectively, the Parent Existing Borrower Perfection Certificate, the Acquisition Perfection Certificate, the Health Perfection Certificate and the Management New Borrower Perfection Certificate.

Appears in 1 contract

Samples: Loan Modification Agreement (Teladoc, Inc.)

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Perfection Certificates. (a) Parent Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of __________August 31, 2018 delivered by Parent Borrower to Bank 2023 (the “Parent Borrower Perfection Certificate”)) delivered by Parent to Bank, and acknowledges, confirms and agrees that the disclosures and information Parent Borrower provided to Bank in the Parent Borrower Perfection Certificate have not changed, as of the date hereof. (b) MTBC Acquisition hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of __________August 31, 2018 2023 (the “MTBC Acquisition Perfection Certificate”)) delivered by MTBC Acquisition to Bank, and acknowledges, confirms and agrees that the disclosures and information MTBC Acquisition provided to Bank in the MTBC Acquisition Perfection Certificate have not changed, as of the date hereof. (c) In connection with this AgreementManagement hereby ratifies, Health delivered to Bank confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate signed by Health dated as of the date of this Agreement (the “Health Perfection Certificate”). Health represents and warrants to Bank that: (i) Health’s exact legal name is that indicated on the Health Perfection Certificate and on the signature page hereof; and (ii) Health is an organization of the typeAugust 31, and is organized in the jurisdiction, set forth in the Health Perfection Certificate; and (iii) the Health Perfection Certificate accurately sets forth Health’s organizational identification number or accurately states that Health has none; (iv) the Health Perfection Certificate accurately sets forth Health’s place of business, or, if more than one, its chief executive office as well as Health’s mailing address if different, and (v) all other information set forth on the Health Perfection Certificate pertaining to Health is accurate and complete. (d) In connection with this Agreement, Management delivered to Bank a Perfection Certificate signed by Management dated as of the date of this Agreement 2023 (the “Management Perfection Certificate”). ) delivered by Management represents to Bank, and warrants acknowledges, confirms and agrees that the disclosures and information Management provided to Bank that: (i) Management’s exact legal name is that indicated on in the Management Perfection Certificate and on the signature page hereof; and (ii) Management is an organization have not changed, as of the typedate hereof. (d) CareCloud Health hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of August 31, 2023 (the “CareCloud Health Perfection Certificate”) delivered by CareCloud Health to Bank, and is organized acknowledges, confirms and agrees that the disclosures and information CareCloud Health provided to Bank in the jurisdictionCareCloud Health Perfection Certificate have not changed, set forth as of the date hereof. (e) Meridian Medical hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of August 31, 2023 (the “Meridian Medical Perfection Certificate”) delivered by Meridian Medical to Bank, and acknowledges, confirms and agrees that the disclosures and information Meridian Medical provided to Bank in the Management Meridian Medical Perfection Certificate have not changed, as of the date hereof. (f) medSR hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of August 31, 2023 (the “medSR Perfection Certificate; ”) delivered by medSR to Bank, and (iii) acknowledges, confirms and agrees that the Management disclosures and information medSR provided to Bank in the medSR Perfection Certificate accurately sets forth Management’s organizational identification number or accurately states that Management has none; have not changed, as of the date hereof. (ivg) CareCloud Acquisition hereby ratifies, confirms and reaffirms, all and singular, the Management terms and disclosures contained in a certain Perfection Certificate accurately sets forth Management’s place dated as of businessAugust 31, or, if more than one, its chief executive office as well as Management’s mailing address if different2023 (the “CareCloud Acquisition Perfection Certificate”) delivered by CareCloud Acquisition to Bank, and (v) all other acknowledges, confirms and agrees that the disclosures and information set forth on CareCloud Acquisition provided to Bank in the Management CareCloud Acquisition Perfection Certificate pertaining to Management is accurate and completehave not changed, as of the date hereof. Borrower hereby acknowledges and agrees that all references in the Loan Agreement to the “Perfection Certificate” shall mean and include, collectively, the Parent Borrower Perfection Certificate, the MTBC Acquisition Perfection Certificate, the Health Perfection Certificate and the Management Perfection Certificate, the CareCloud Health Perfection Certificate, the Meridian Medical Perfection Certificate, the medSR Perfection Certificate, and the CareCloud Acquisition Perfection Certificate.

Appears in 1 contract

Samples: Loan Modification Agreement (CareCloud, Inc.)

Perfection Certificates. (a) Parent Borrower IDG hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of __________October 19, 2018 delivered by Parent Borrower to Bank 2020 (the “Parent Borrower IDG Perfection Certificate”)) delivered by IDG to Bank, and acknowledges, confirms and agrees that the disclosures and information Parent Borrower IDG provided to Bank in the Parent Borrower such Perfection Certificate have not changed, as of the date hereof. (b) Acquisition Except as set forth on Schedule 2 attached hereto, IDC hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of __________November 13, 2018 (the “Acquisition IDC Perfection Certificate”)) delivered by IDC to Bank, and acknowledges, confirms and agrees that the disclosures and information Acquisition IDC provided to Bank in the Acquisition such Perfection Certificate have not changed, as of the date hereof. (c) Except as set forth on Schedule 2 attached hereto, IDLLC hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of November 13, 2018 (the “IDLLC Perfection Certificate”) delivered by IDLLC to Bank, and acknowledges, confirms and agrees that the disclosures and information IDLLC provided to Bank in such Perfection Certificate have not changed, as of the date hereof. (d) In connection with this Loan Modification Agreement, Health New Borrower has delivered to Bank a Perfection Certificate signed by Health New Borrower dated as of the date of this Loan Modification Agreement (the “Health New Borrower Perfection Certificate”). Health New Borrower represents and warrants to Bank that: (i) HealthNew Borrower’s exact legal name is that indicated on the Health New Borrower Perfection Certificate and on the signature page hereof; and (ii) Health is an organization of the type, and is organized in the jurisdiction, set forth in the Health Perfection Certificate; and (iii) the Health Perfection Certificate accurately sets forth Health’s organizational identification number or accurately states that Health has none; (iv) the Health Perfection Certificate accurately sets forth Health’s place of business, or, if more than one, its chief executive office as well as Health’s mailing address if different, and (v) all other information set forth on the Health Perfection Certificate pertaining to Health is accurate and complete. (d) In connection with this Agreement, Management delivered to Bank a Perfection Certificate signed by Management dated as of the date of this Agreement (the “Management Perfection Certificate”). Management represents and warrants to Bank that: (i) Management’s exact legal name is that indicated on the Management Perfection Certificate and on the signature page hereof; and (ii) Management is an organization of the type, and is organized in the jurisdiction, set forth in the Management Perfection Certificate; and (iii) the Management Perfection Certificate accurately sets forth Management’s organizational identification number or accurately states that Management has none; (iv) the Management Perfection Certificate accurately sets forth Management’s place of business, or, if more than one, its chief executive office as well as Management’s mailing address if different, and (v) all other information set forth on the Management Perfection Certificate pertaining to Management is accurate and complete. Borrower hereby acknowledges and agrees that all references in the Loan Agreement to the “Perfection Certificate” shall mean and include, collectively, the Parent Borrower Perfection Certificate, the Acquisition Perfection Certificate, the Health Perfection Certificate and the Management Perfection Certificate.and

Appears in 1 contract

Samples: Loan Modification Agreement (Interpace Biosciences, Inc.)

Perfection Certificates. (a) Parent Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of __________November 15, 2018 delivered by Parent Borrower to Bank 2019 (the “Parent Borrower Perfection Certificate”)) delivered by Parent to Bank, and acknowledges, confirms and agrees that the disclosures and information Parent Borrower provided to Bank in the Parent Borrower Perfection Certificate have not changed, as of the date hereof. (b) Acquisition hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of __________November 13, 2018 2019 (the “Acquisition Perfection Certificate”)) delivered by Acquisition to Bank, and acknowledges, confirms and agrees that the disclosures and information Acquisition provided to Bank in the Acquisition Perfection Certificate have not changed, as of the date hereof. (c) In connection with this AgreementHealth hereby ratifies, Health delivered to Bank confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate signed by Health dated as of the date of this Agreement November 13, 2019 (the “Health Perfection Certificate”). ) delivered by Health represents to Bank, and warrants acknowledges, confirms and agrees that the disclosures and information Health provided to Bank that: (i) Health’s exact legal name is that indicated on in the Health Perfection Certificate and on the signature page hereof; and (ii) Health is an organization have not changed, as of the type, and is organized in the jurisdiction, set forth in the Health Perfection Certificate; and (iii) the Health Perfection Certificate accurately sets forth Health’s organizational identification number or accurately states that Health has none; (iv) the Health Perfection Certificate accurately sets forth Health’s place of business, or, if more than one, its chief executive office as well as Health’s mailing address if different, and (v) all other information set forth on the Health Perfection Certificate pertaining to Health is accurate and completedate hereof. (d) In connection with this AgreementManagement hereby ratifies, Management delivered to Bank confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate signed by Management dated as of the date of this Agreement November 13, 2019 (the “Management Perfection Certificate”). ) delivered by Management represents to Bank, and warrants acknowledges, confirms and agrees that the disclosures and information Management provided to Bank that: (i) Management’s exact legal name is that indicated on in the Management Perfection Certificate and on the signature page hereof; and (ii) Management is an organization have not changed, as of the type, and is organized in the jurisdiction, set forth in the Management Perfection Certificate; and (iii) the Management Perfection Certificate accurately sets forth Management’s organizational identification number or accurately states that Management has none; (iv) the Management Perfection Certificate accurately sets forth Management’s place of business, or, if more than one, its chief executive office as well as Management’s mailing address if different, and (v) all other information set forth on the Management Perfection Certificate pertaining to Management is accurate and completedate hereof. Borrower hereby acknowledges and agrees that all references in the Loan Agreement to the “Perfection Certificate” shall mean and include, collectively, the Parent Borrower Perfection Certificate, the Acquisition Perfection Certificate, the Health Perfection Certificate and the Management Perfection Certificate.

Appears in 1 contract

Samples: Loan Modification Agreement (MTBC, Inc.)

Perfection Certificates. (a) Parent Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of __________September 21, 2018 delivered by Parent Borrower to Bank 2020 (the “Parent Borrower Perfection Certificate”)) delivered by Parent to Bank, and acknowledges, confirms and agrees that the disclosures and information Parent Borrower provided to Bank in the Parent Borrower Perfection Certificate have not changed, as of the date hereof. (b) Acquisition hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of __________September 21, 2018 2020 (the “Acquisition Perfection Certificate”)) delivered by Acquisition to Bank, and acknowledges, confirms and agrees that the disclosures and information Acquisition provided to Bank in the Acquisition Perfection Certificate have not changed, as of the date hereof. (c) Health hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of September 21, 2020 (the “Health Perfection Certificate”) delivered by Health to Bank, and acknowledges, confirms and agrees that the disclosures and information Health provided to Bank in the Health Perfection Certificate have not changed, as of the date hereof. (d) Management hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of September 21, 2020 (the “Management Perfection Certificate”) delivered by Management to Bank, and acknowledges, confirms and agrees that the disclosures and information Management provided to Bank in the Management Perfection Certificate have not changed, as of the date hereof. (e) MTBC-Med hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of September 21, 2020 (the “MTBC-Med Perfection Certificate”) delivered by MTBC-Med to Bank, and acknowledges, confirms and agrees that the disclosures and information MTBC-Med provided to Bank in the MTBC-Med Perfection Certificate have not changed, as of the date hereof. (f) CareCloud hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of September 21, 2020 (the “CareCloud Perfection Certificate”) delivered by CareCloud to Bank, and acknowledges, confirms and agrees that the disclosures and information CareCloud provided to Bank in the CareCloud Perfection Certificate have not changed, as of the date hereof. (g) In connection with this Agreement, Health Meridian delivered to Bank a Perfection Certificate signed by Health Meridian dated as of the date of this Agreement (the “Health Meridian Perfection Certificate”). Health Meridian represents and warrants to Bank that: (i) HealthMeridian’s exact legal name is that indicated on the Health Meridian Perfection Certificate and on the signature page hereof; and (ii) Health Meridian is an organization of the type, and is organized in the jurisdiction, set forth in the Health Meridian Perfection Certificate; and (iii) the Health Meridian Perfection Certificate accurately sets forth HealthMeridian’s organizational identification number or accurately states that Health Meridian has none; (iv) the Health Meridian Perfection Certificate accurately sets forth HealthMeridian’s place of business, or, if more than one, its chief executive office as well as HealthMeridian’s mailing address if different, and (v) all other information set forth on the Health Meridian Perfection Certificate pertaining to Health Meridian is accurate and complete. (dh) In connection with this Agreement, Management Origin Holdings delivered to Bank a Perfection Certificate signed by Management Origin Holdings dated as of the date of this Agreement (the “Management Origin Holdings Perfection Certificate”). Management Origin Holdings represents and warrants to Bank that: (i) ManagementOrigin Holdings’s exact legal name is that indicated on the Management Origin Holdings Perfection Certificate and on the signature page hereof; and (ii) Management Origin Holdings is an organization of the type, and is organized in the jurisdiction, set forth in the Management Origin Holdings Perfection Certificate; and (iii) the Management Origin Holdings Perfection Certificate accurately sets forth ManagementOrigin Holdings’s organizational identification number or accurately states that Management Origin Holdings has none; (iv) the Management Origin Holdings Perfection Certificate accurately sets forth ManagementOrigin Holdings’s place of business, or, if more than one, its chief executive office as well as ManagementOrigin Holdings’s mailing address if different, and (v) all other information set forth on the Management Origin Holdings Perfection Certificate pertaining to Management Origin Holdings is accurate and complete. (i) In connection with this Agreement, Origin Solutions delivered to Bank a Perfection Certificate signed by Origin Solutions dated as of the date of this Agreement (the “Origin Solutions Perfection Certificate”). Origin Solutions represents and warrants to Bank that: (i) Origin Solutions’s exact legal name is that indicated on the Origin Solutions Perfection Certificate and on the signature page hereof; and (ii) Origin Solutions is an organization of the type, and is organized in the jurisdiction, set forth in the Origin Solutions Perfection Certificate; and (iii) the Origin Solutions Perfection Certificate accurately sets forth Origin Solutions’s organizational identification number or accurately states that Origin Solutions has none; (iv) the Origin Solutions Perfection Certificate accurately sets forth Origin Solutions’s place of business, or, if more than one, its chief executive office as well as Origin Solutions’s mailing address if different, and (v) all other information set forth on the Origin Solutions Perfection Certificate pertaining to Origin Solutions is accurate and complete. Borrower hereby acknowledges and agrees that all references in the Loan Agreement to the “Perfection Certificate” shall mean and include, collectively, the Parent Borrower Perfection Certificate, the Acquisition Perfection Certificate, the Health Perfection Certificate and Certificate, the Management Perfection Certificate, the MTBC-Med Perfection Certificate, the CareCloud Perfection Certificate, the Meridian Perfection Certificate, the Origin Holdings Perfection Certificate, and the Origin Solutions Perfection Certificate.

Appears in 1 contract

Samples: Loan Modification Agreement (MTBC, Inc.)

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