Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to (a) be deposited in the Borrower’s operating account at Bank, provided no Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations pursuant to the terms of Section 9.4 hereof after the occurrence and during the continuance of an Event of Default. Notwithstanding the foregoing, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five Thousand Dollars ($25,000) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 3 contracts
Samples: Loan and Security Agreement (Instructure Inc), Loan and Security Agreement (Instructure Inc), Loan and Security Agreement (Instructure Inc)
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 6.3(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five One Hundred Thousand Dollars ($25,000100,000.00) or less (for all such transactions in any fiscal year). , Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 3 contracts
Samples: Loan and Security Agreement (Health Catalyst, Inc.), Loan and Security Agreement (Health Catalyst, Inc.), Loan and Security Agreement (Health Catalyst, Inc.)
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 2.9(b) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank (i) the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five Two Hundred Thousand Dollars ($25,000200,000.00) or less (for all such transactions in any fiscal year) or (ii) insurance proceeds to the extent permitted pursuant to Section 6.7(b). Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 6.4 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 2 contracts
Samples: Loan and Security Agreement (Basis Global Technologies, Inc.), Loan and Security Agreement (Basis Global Technologies, Inc.)
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c6.11(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 2.3(g) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five Thousand Dollars ($25,00025,000.00) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.”
Appears in 2 contracts
Samples: Seventh Loan Modification Agreement (ChyronHego Corp), Seventh Loan Modification Agreement (Chyron Corp)
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower Co-Borrowers not later than the following Business Day after receipt by BorrowerCo-Borrowers, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 6.3(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower Co-Borrowers shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower Co-Borrowers in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five One Hundred Thousand Dollars ($25,000100,000) or less (for all such transactions in any fiscal year). Each Co-Borrower agrees that it will not commingle proceeds of Collateral with any of Co-Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 6.4 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 2 contracts
Samples: Loan and Security Agreement (Twist Bioscience Corp), Loan and Security Agreement (Twist Bioscience Corp)
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), Section 7.2, and Permitted Investments, deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 6.3(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five One Hundred Thousand Dollars ($25,000100,000) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 6.4 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement, including, without limitation, Section 7.2 and Permitted Investments.
Appears in 1 contract
Samples: Loan and Security Agreement (Grove Collaborative Holdings, Inc.)
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 6.3(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuingcontinuing and other than pursuant to a transaction permitted under Section 7.1, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five Two Hundred Fifty Thousand Dollars ($25,000250,000.00) or less (for all such transactions in any fiscal year). Borrower agrees that (except to the extent that amounts are transferred to the operating account with Bank in accordance with Section 6.3(c)) it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 6.4 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Everspin Technologies Inc)
Remittance of Proceeds. Except Commencing on the date of the Initial Eligible Accounts Borrowing and thereafter, if any Advances are outstanding, except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral (other than dispositions of Inventory in the ordinary course of business) to Bank Bank, in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to (a) be deposited in the Borrower’s operating account at Bank, provided no Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations pursuant (1) prior to an Event of Default, against the terms outstanding principal balance of Section 9.4 hereof the Revolving Line (unless Bank waives such application), the order and method of such application to be in the sole discretion of Bank, and (2) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; providedthat, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of surplus, worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five Hundred Thousand Dollars ($25,000500,000) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle maintain all proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for account maintained with Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 1 contract
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c)5.4(c) and Section 7.1, deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 5.4(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 8.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five One Hundred Thousand Dollars ($25,000100,000) or less (for all such transactions in any fiscal year). Borrower Xxxxxxxx agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.. 5.6
Appears in 1 contract
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c) or 6.7(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following two (2) Business Day Days after receipt by Borrower, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 6.3(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five Two Hundred Fifty Thousand Dollars ($25,000250,000.00) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 6.4 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 1 contract
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c6.14(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank Collateral Agent, for the ratable benefit of the Lenders, in the original form in which received by Borrower not later than the following five (5) Business Day Days after receipt by Borrower, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 2.4(e) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank Collateral Agent the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five Hundred Thousand Dollars ($25,000500,000.00) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for BankCollateral Agent. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 1 contract
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 2.6(b) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of (i) the Permitted Entity Disposition or (ii) the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five One Hundred Thousand Dollars ($25,000100,000) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.. 6.5
Appears in 1 contract
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c6.11(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 2.5(b) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five Thousand Dollars ($25,000) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.”
Appears in 1 contract
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 2.6(b) hereof (as qualified by Section 6.3(c)), and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five Two Hundred Fifty Thousand Dollars ($25,000250,000) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Rubicon Technology, Inc.)
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c5.4(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to (a) be deposited in applied to the Borrower’s operating account at Bank, provided no Obligations prior to an Event of Default has occurred and that is continuing or (b) be applied to immediately reduce the Obligations continuing, pursuant to the terms of Section 9.4 hereof 5.4(c) hereof, and after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 8.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five Three Hundred Fifty Thousand Dollars ($25,000350,000) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of Collateral Collateral, other than as permitted hereunder, with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 1 contract
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c)5.4(c) and Section 7.1, deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 5.4(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 8.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five One Hundred Thousand Dollars ($25,000100,000) or less (for all such transactions in any fiscal year). Borrower Xxxxxxxx agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 1 contract
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 2.5(b) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of Permitted Transfers consisting of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five Two hundred Fifty Thousand Dollars ($25,000250,000) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 1 contract
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Co-Borrower not later than the following Business Day after receipt by Co-Borrower, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 2.7(b) hereof, and (b) after the occurrence occmTence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower Co-Borrowers shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower Co-Borrowers in good faith in an arm’s 's length transaction for an aggregate purchase price of Twenty Five Thousand Dollars ($25,000) or less (for all such transactions in any fiscal year). Each Co-Borrower agrees that it will not commingle proceeds of Collateral with any of Co-Borrower’s 's other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth fmth elsewhere in this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Augme Technologies, Inc.)
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower Borrowers not later than the following Business Day after receipt by BorrowerBorrowers, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 6.3(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower Borrowers shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment and non-core Intellectual Property disposed of by Borrower Borrowers in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five One Hundred Fifty Thousand Dollars ($25,000150,000.00) or less (for all such transactions in any fiscal year). Each Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or propertyproperty that are not Collateral, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 6.4 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 1 contract
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c)5.4(c) and Section 7.1, deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by BorrowerXxxxxxxx, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 5.4(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 8.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five One Hundred Thousand Dollars ($25,000100,000) or less (for all such transactions in any fiscal year). Borrower Xxxxxxxx agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 5.5 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 1 contract
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations under the Revolving Line (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 2.5(b) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five One Hundred Thousand Dollars ($25,000100,000) or less (for all such transactions in any fiscal year). Borrower agrees agrees, that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Ariosa Diagnostics, Inc.)
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition (net of transaction costs of Borrower, if any, related to such disposition) of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 6.3(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five One Hundred Thousand Dollars ($25,000100,000.00) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 6.4 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 1 contract
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition (net of transaction costs of such Borrower, if any, related to such disposition) of any Collateral of such Borrower to Bank in the original form in which received by such Borrower not later than the following Business Day after receipt by such Borrower, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 6.3(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, US Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by US Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five One Hundred Thousand Dollars ($25,000100,000.00) or less (for all such transactions in any fiscal year). Each Borrower agrees that it will not commingle proceeds of Collateral with any of such Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 6.4 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 1 contract
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) be deposited in prior to the Borrower’s operating account at Bank, provided no occurrence and continuation of an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 6.3(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five Fifty Thousand Dollars ($25,00050,000.00) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 6.4 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 1 contract
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 2.7(b) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of (i) worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five Thousand Dollars ($25,000) or less (for all such transactions in any fiscal year)) or (ii) the sale of up to Three Million Five Hundred Thousand Dollars ($3,500,000) of Intellectual Property held for sale of Borrower’s balance sheet. Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 1 contract
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliverDeliver, in kind, all proceeds arising from the disposition of any Collateral (other than sales of Inventory or proceeds of Accounts, each in the ordinary course of business) to Bank Lender in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 2.6(b) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank Lender the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five One Hundred Thousand Dollars ($25,000100,000.00) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for BankLender. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 1 contract
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower Borrowers not later than the following Business Day after receipt by BorrowerBorrowers, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 2.8(b) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower Borrowers shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment and non-core Intellectual Property disposed of by Borrower Borrowers in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five One Hundred and Fifty Thousand Dollars ($25,000150,000) or less (for all such transactions in any fiscal year). Each Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or propertyproperty that are not Collateral, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 1 contract
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 2.7(b) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of (i) the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five Thousand Dollars ($25,000) or less (for all such transactions in any fiscal year)) and (ii) other Transfers permitted by Section 7.1. Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 1 contract
Remittance of Proceeds. Except as otherwise provided (i) if no Advances are outstanding under the Revolving Line, or (ii) in Section 6.3(c)respect of a Permitted Transfer, deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 2.6(b) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five One Hundred Thousand Dollars ($25,000100,000) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.”
Appears in 1 contract
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by either Borrower not later than the following Business Day after receipt by such Borrower, to be applied to the Obligations (a) be deposited in the Borrower’s operating account at Bank, provided no prior to an Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations Default, pursuant to the terms of Section 9.4 hereof 6.3(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, such Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by such Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five Thousand Dollars ($25,000) or less (for all such transactions in any fiscal year). Each Borrower agrees that it will not commingle proceeds of Collateral with any of such Borrower’s other funds or property, property but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 6.4 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 1 contract
Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliverDeliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, to be deposited in applied to reduce the Borrower’s operating outstanding Obligations under the Revolving Line, with all excess amounts transferred to an account of Borrower maintained at Bank, provided no Event of Default has occurred and is continuing or (b) be applied to immediately reduce the Obligations pursuant to the terms of Section 9.4 hereof after the occurrence and during the continuance of an Event of Default. Notwithstanding , pursuant to the foregoingterms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five One Hundred Thousand Dollars ($25,000100,000) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Cardiovascular Systems Inc)