Common use of Reporting Covenant Required Complies Clause in Contracts

Reporting Covenant Required Complies. A/R & A/P Agings Monthly within 30 days Yes No Borrowing Base Certificate Monthly within 30 days Yes No Monthly financial statements Monthly within 30 days Yes No Compliance Certificate Monthly within 30 days Yes No Annual audited financial statements FYE within 180 days Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annually no later than 30 days after the beginning of each fiscal year or Board approval Yes No A/R Audit Initial and Annual Yes No Deposit balances with Bank $ Deposit balance outside Bank $ Minimum Asset Coverage Ratio 1.50 : 1.00 :1.00 Yes No Comments Regarding Exceptions: See Attached. Sincerely, SIGNATURE TITLE DATE Borrower: EVERQUOTE, INC. I, the undersigned Secretary or Assistant Secretary of EverQuote, Inc. (the “Corporation”), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State of Delaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Certificate of lncorporation and Bylaws of the Corporation, each of which is in full force and effect on the date hereof. I FURTHER CERTIFY that at a meeting of the board of directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted: BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, (whose actual signatures are shown below which actual signatures apply only with respect to the secretary certification provided herein and were not themselves included in the resolutions approved by the board of directors): Xxxx Xxxxxxxx Chief Executive Officer /s/ Xxxx Xxxxxxxx Xxxxx Xxxxxx Chief Technology Officer /s/ Xxxxx Xxxxxx Xxxx Xxxxxx Chief Financial Officer /s/ Xxxx Xxxxxx acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Western Alliance Bank (“Bank”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Bank, such sum or sums of money in a principal amount not to exceed $15,000,000, and on such terms and conditions, as in their judgment should be borrowed, without limitation.

Appears in 2 contracts

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

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Reporting Covenant Required Complies. A/R & A/P Agings Annual financial statements (CPA Audited) FYE within 180 days Yes No Monthly financial statements (consolidated), Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Borrowing Base Certificate Monthly Quarterly financial statements (consolidating) Quarterly within 30 days Yes No Monthly financial statements Monthly within 30 days Yes No Compliance Certificate Monthly within 30 days Yes No Annual audited financial statements FYE within 180 days 10K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annually no later than 30 days after the beginning end of each fiscal year or Board approval Yes No A/R & A/P Agings, Inventory Report, Borrowing Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balance outside balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Minimum Asset Coverage Ratio 1.50 (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $9,875,000* $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $2,000,000** $ Yes No Comments Regarding Exceptions: See Attached. Sincerely, Received by: AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE Borrower: EVERQUOTE* increasing by (i) 25% of New Equity, INC. I, the undersigned Secretary or Assistant Secretary of EverQuote, Inc. (the “Corporation”), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue ii) 25% of the laws principal amount of the State Investors’ Indebtedness actually advanced to Borrower after the Second Modification Date, and (iii) 70% of Delawarequarterly net profit after tax (determined in accordance with GAAP). I FURTHER CERTIFY that attached hereto as Attachments 1 ** to increase to $4,000,000 at Bridge and 2 are true and complete copies $4,000,000 at Comerica in the event Borrower’s quarterly revenue is < 80% of the Certificate Board-approved forecast delivered to Lenders in accordance with Section 6.3. ACCOUNTS RECEIVABLE BORROWING BASE CALCULATION: As of lncorporation and Bylaws of the Corporation, each of which is in full force and effect on the date hereof. I FURTHER CERTIFY that at a meeting of the board of directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adoptedDate: BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, (whose actual signatures are shown below which actual signatures apply only with respect to the secretary certification provided herein and were not themselves included in the resolutions approved by the board of directors): Xxxx Xxxxxxxx Chief Executive Officer /s/ Xxxx Xxxxxxxx Xxxxx Xxxxxx Chief Technology Officer /s/ Xxxxx Xxxxxx Xxxx Xxxxxx Chief Financial Officer /s/ Xxxx Xxxxxx acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Western Alliance Bank (“Bank”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Bank, such sum or sums of money in a principal amount not to exceed $15,000,000, and on such terms and conditions, as in their judgment should be borrowed, without limitation._______

Appears in 1 contract

Samples: Loan and Security Agreement (Enphase Energy, Inc.)

Reporting Covenant Required Complies. A/R & A/P Agings Monthly within 30 days Yes No Borrowing Base Certificate Monthly With each request for an Advance, and monthly within 30 days Yes No Monthly financial statements Monthly within 30 45 days Yes No Compliance Certificate Monthly within 30 45 days Yes No Annual audited financial statements FYE Borrower Servicer Report Monthly within 180 45 days Yes No Annual operating budgetQuarterly internal portfolio review package Quarterly within 60 days (other than with respect to Q4), sales projections and operating plans approved within 120 days of Q4 Yes No Notice of material changes to credit policy or risk rating system, or any risk rating changes within Borrower’s portfolio as reflected in the borrower service reports Immediately upon the occurrence thereof Yes No Minimum Cash at Bank $750,000 $_______________ Yes No Minimum Net Assets $275,000,000* $_________ Yes No Minimum Asset Coverage 200% _________ Yes No * increasing by board ninety percent (90%) of directors Annually no later than 30 days after any increase of net assets as of the beginning end of each fiscal year or Board approval Yes No A/R Audit Initial and Annual Yes No Deposit balances (with Bank $ Deposit balance outside Bank $ Minimum Asset Coverage Ratio 1.50 : 1.00 :1.00 Yes No no adjustment for any decreases in net assets), tested as of the end of each fiscal quarter of Borrower, commencing with the fiscal quarter ended September 30, 2015 Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE Borrower: EVERQUOTE154433396 v5 LOAN AGREEMENT SUPPLEMENT No. [ ], INC. Idated _______________, the undersigned Secretary or Assistant Secretary of EverQuote, Inc. 20____ (the CorporationLoan Supplement”), HEREBY CERTIFY that to the Corporation is organized Loan and existing under and by virtue Security Agreement dated as of the laws of the State of Delaware. I FURTHER CERTIFY that attached hereto January 6, 2016 (as Attachments 1 and 2 are true and complete copies of the Certificate of lncorporation and Bylaws of the Corporationamended, each of which is in full force and effect on the date hereof. I FURTHER CERTIFY that at a meeting of the board of directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted: BE IT RESOLVED, that any one (1) of the following named officers, employeesrestated, or agents of this Corporation, (whose actual signatures are shown below which actual signatures apply only with respect to the secretary certification provided herein and were not themselves included in the resolutions approved by the board of directors): Xxxx Xxxxxxxx Chief Executive Officer /s/ Xxxx Xxxxxxxx Xxxxx Xxxxxx Chief Technology Officer /s/ Xxxxx Xxxxxx Xxxx Xxxxxx Chief Financial Officer /s/ Xxxx Xxxxxx acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow otherwise modified from time to time from Western Alliance Bank time, the “Loan Agreement”) by and between the undersigned OAKTREE STRATEGIC INCOME CORPORATION (f/k/a FIFTH STREET SENIOR FLOATING RATE CORP.) (“Borrower”) and EAST WEST BANK (“Bank”). Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given to such terms in the Loan Agreement. To secure the prompt payment by Borrower of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrower of all the terms contained in the Loan Agreement, Borrower grants Bank, a first priority security interest in each Loan described in Annex A hereto, which Loans shall be deemed to be additional Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Loan Schedule) is attached hereto. The proceeds of the Loans should be transferred to Borrower’s account with Bank set forth below: Bank Name: East West Bank Account No.: _______________ Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and records, the interest rate applicable on the funding date (the “Funding Date”) of the Advance contemplated in connection with this Supplement and the Advance Request and the principal amount set forth below; (b) the representations and warranties made by Borrower in the Loan Agreement are true and correct on the date hereof and shall be true and correct on such terms as Funding Date. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be agreed upon between executed by Borrower and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the officerssame instrument. Advance Funding Date: _____________, employees, or agents 20____ Advance Amount: $____________ Interest Rate: ______% This Supplement is delivered as of the Corporation this day and Bank, such sum or sums year first above written. EAST WEST BANK OAKTREE STRATEGIC INCOME CORPORATION By: By: Name: Name: Title: Title: Annex A -- Description of money in a principal amount not to exceed $15,000,000, and on such terms and conditions, as in their judgment should be borrowed, without limitation.Loans 154431683 v1

Appears in 1 contract

Samples: Loan and Security Agreement (Oaktree Strategic Income Corp)

Reporting Covenant Required Complies. A/R & A/P Agings Monthly within 30 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Borrowing Base Certificate Monthly Board Approved Budget Annually within 30 60 days after FYE Yes No Monthly financial statements Monthly within 30 days Maintain at all times prior to the Qualified Financing Minimum Cash at SVB $ Yes No Compliance Certificate Monthly within 30 days Yes The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No Annual audited financial statements FYE within 180 days Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annually no later than 30 days after the beginning of each fiscal year or Board approval Yes No A/R Audit Initial and Annual Yes No Deposit balances with Bank $ Deposit balance outside Bank $ Minimum Asset Coverage Ratio 1.50 : 1.00 :1.00 Yes No Comments Regarding Exceptions: See Attached. Sincerely, SIGNATURE TITLE DATE Borrower: EVERQUOTEexceptions to note.”) SOMAXON PHARMACEUTICALS, INC. IReceived by: By: authorized signer Name: Date: Title: Verified: Date: Compliance Status: Yes No $ Dated: , 2008 FOR VALUE RECEIVED, the undersigned Secretary or Assistant Secretary of EverQuoteundersigned, Inc. SOMAXON PHARMACEUTICALS, INC., a corporation (the CorporationBorrower”), HEREBY CERTIFY that PROMISES TO PAY to the Corporation is organized and existing under and by virtue order of [SVB / OXFORD] (“Lender”) the principal amount of Dollars ($ ) or such lesser amount as shall equal the outstanding principal balance of the laws Term Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of Term Loan, at the rates and in accordance with the terms of the State of Delaware. I FURTHER CERTIFY that attached hereto Loan and Security Agreement by and between Borrower and Silicon Valley Bank, as Attachments 1 Collateral Agent, and 2 are true and complete copies of the Certificate of lncorporation and Bylaws of the Lenders, including without limitation, Oxford Finance Corporation, each and SVB (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued interest hereunder and under the Loan Agreement shall be due and payable on Term Loan Maturity Date as set forth in the Loan Agreement. Borrower agrees to pay any initial partial month interest payment from the date of which is in full force and effect this Note to the first Payment Date (“Interim Interest”) on the date hereoffirst Payment Date. I FURTHER CERTIFY that at a meeting of the board of directors of the CorporationPrincipal, duly called interest and held, at which a quorum was present and voting (or by all other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted: BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, (whose actual signatures are shown below which actual signatures apply only amounts due with respect to the secretary certification provided herein and were not themselves included Term Loan, are payable in lawful money of the United States of America to Lender as set forth in the resolutions approved by the board of directors): Xxxx Xxxxxxxx Chief Executive Officer /s/ Xxxx Xxxxxxxx Xxxxx Xxxxxx Chief Technology Officer /s/ Xxxxx Xxxxxx Xxxx Xxxxxx Chief Financial Officer /s/ Xxxx Xxxxxx acting for Loan Agreement and on behalf this Secured Promissory Note. The principal amount of this Corporation Note and as its act and deed bethe interest rate applicable thereto, and they hereby areall payments made with respect thereto, authorized shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. The Loan Agreement, among other things, (a) provides for the making of a secured Term Loan to Borrower, and empowered: Borrow Money. To borrow from time to time from Western Alliance Bank (“Bank”), on such terms as may be agreed upon between the officers, employees, or agents b) contains provisions for acceleration of the Corporation and Bank, such sum or sums maturity hereof upon the happening of money in a principal amount not to exceed $15,000,000, and on such terms and conditions, as in their judgment should be borrowed, without limitationcertain stated events.

Appears in 1 contract

Samples: Loan and Security Agreement (Somaxon Pharmaceuticals, Inc.)

Reporting Covenant Required Complies. A/R & A/P Agings Monthly Financial Statements Monthly within 30 days Yes No Borrowing Base Certificate Monthly Audited Financial Statements Annually within 120 days after FYE Yes No Board Approved Projections NLT 30 days Yes No Monthly financial statements Monthly within 30 after completion no later than 90 days after FYE Yes No Compliance Certificate Monthly within 30 days Yes No Annual audited financial statements FYE within 180 days Minimum Liquidity Ratio Per Section 6.9(a) of the Loan Agreement Yes No Annual operating budget, sales projections and operating plans approved by board Minimum Net Revenue Per Section 6.9(b) of directors Annually no later than 30 days after the beginning of each fiscal year or Board approval Loan Agreement Yes No A/R Audit Initial and Annual The following are the exceptions with respect to the certification above: (If no exceptions exist, state "No exceptions to note.") By: Received by: Name: AUTHORIZED SIGNER Title: Date: Verified: AUTHORIZED SIGNER Date: Compliance Status Yes No Deposit balances with Bank $ Deposit balance outside Bank $ Minimum Asset Coverage Ratio 1.50 Form of Secured Promissory Note $______ Dated: 1.00 :1.00 Yes No Comments Regarding Exceptions: See Attached. SincerelyMarch ____, SIGNATURE TITLE DATE Borrower: EVERQUOTE2013 FOR VALUE RECEIVED, the undersigned, TRANSGENOMIC, INC. I., a Delaware corporation ("Borrower") HEREBY PROMISES TO PAY to the order of___---- ("Lender") the principal amount of _______ DOLLARS ($______) or such lesser amount as shall equal the outstanding principal balance of the Term Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of the Term Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated as of March _--, 2013 by and among Borrower and Third Security Senior Staff 2008 LLC, as Agent, and the Lenders as defined therein (as amended, restated, supplemented or otherwise modified from time to time, the undersigned Secretary "Loan Agreement"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement. If not sooner paid, the entire principal amount and all accrued interest hereunder and under the Loan Agreement shall be due and payable on Maturity Date as set forth in the Loan Agreement. Borrower agrees to pay any initial partial month interest payment from the date of this Secured Promissory Note (this "Note") to the first Payment Date ("Interim Interest") on the first Payment Date. Principal, interest and all other amounts due with respect to the Term Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Note. The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. The Loan Agreement, among other things, (a) provides for the making of a secured Term Loan to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. This Note may not be prepaid except as set forth in Section 2.2(c) and Section 2.2(d) of the Loan Agreement. This Note and the obligation of Borrower to repay the unpaid principal amount of the Term Loan, interest on the Term Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys' fees and costs, incurred by Lender in the enforcement or Assistant Secretary attempt to enforce any of EverQuoteBorrower's obligations hereunder not performed when due. This Note shall be governed by, Inc. (the “Corporation”)and construed and interpreted in accordance with, HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State of Delaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Certificate of lncorporation and Bylaws of the Corporation, each of which is in full force and effect on the date hereof. I FURTHER CERTIFY that at a meeting of the board of directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted: BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, (whose actual signatures are shown below which actual signatures apply only with respect to the secretary certification provided herein and were not themselves included in the resolutions approved by the board of directors): Xxxx Xxxxxxxx Chief Executive Officer /s/ Xxxx Xxxxxxxx Xxxxx Xxxxxx Chief Technology Officer /s/ Xxxxx Xxxxxx Xxxx Xxxxxx Chief Financial Officer /s/ Xxxx Xxxxxx acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Western Alliance Bank (“Bank”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Bank, such sum or sums of money in a principal amount not to exceed $15,000,000, and on such terms and conditions, as in their judgment should be borrowed, without limitationCalifornia.

Appears in 1 contract

Samples: Loan and Security Agreement (Transgenomic Inc)

Reporting Covenant Required Complies. A/R & A/P Agings Monthly within 30 days Yes No Borrowing Base Certificate Monthly within 30 days Yes No Monthly financial statements Monthly within 30 days Yes No Compliance Certificate Monthly within 30 days Yes No Annual audited financial statements statement (CPA Audited) FYE within 180 days Yes No Annual operating budget10-Q, sales 10-K and 8-K Within 5 days after filing with SEC Yes No Board approved projections and operating plans approved by board of directors Annually no later than FYE within 30 days after the beginning and contemporaneously with any updates or changes Yes No 409A Reports Annually, within 30 days of each fiscal year or Board approval Yes No A/R Audit Initial and Annual Yes The following are new Restricted Licenses (see Section 6.7(b) of the Agreement): The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No Deposit balances with Bank $ Deposit balance outside Bank $ Minimum Asset Coverage Ratio 1.50 : 1.00 :1.00 Yes No Comments Regarding Exceptions: See Attached. Sincerely, SIGNATURE TITLE DATE Borrower: EVERQUOTEexceptions to note.”) HEALTH CATALYST, INC. IBANK USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: Verified: Date: Compliance Status: Yes No Fax To: Date: LOAN PAYMENT: HEALTH CATALYST, the undersigned Secretary INC. From Account # To Account # Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE:Complete Outgoing Wire Request section below if all or Assistant Secretary of EverQuote, Inc. (the “Corporation”), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue a portion of the laws funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Term Loan Advance $ All Borrower’s representations and warranties in the State of Delaware. I FURTHER CERTIFY that attached hereto as Attachments 1 Mezzanine Loan and 2 Security Agreement are true true, correct and complete copies of the Certificate of lncorporation and Bylaws of the Corporation, each of which is in full force and effect all material respects on the date hereof. I FURTHER CERTIFY that at a meeting of the board request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of directors such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the Corporationloan advance above is to be wired. Deadline for same day processing is noon, duly called Pacific Time Beneficiary Name: Amount of Wire: Beneficiary Bank: Account Number: City and heldState: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, at which a quorum was present and voting Sort, Chip, etc.): (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adoptedFor International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: BE IT RESOLVED, that any one (1) of the following above named officersofficers or employees of Borrower, employees, or agents of this Corporation, (whose actual signatures are shown below which actual signatures apply only with respect to the secretary certification provided herein and were not themselves included in the resolutions approved by the board of directors): Xxxx Xxxxxxxx Chief Executive Officer /s/ Xxxx Xxxxxxxx Xxxxx Xxxxxx Chief Technology Officer /s/ Xxxxx Xxxxxx Xxxx Xxxxxx Chief Financial Officer /s/ Xxxx Xxxxxx acting for and on behalf of this Corporation and as its act and deed beBorrower, and they hereby are, are authorized and empowered: Borrow Money. To borrow from time to time from Western Alliance Silicon Valley Bank (“Bank”), on such terms as may be agreed upon between the officers, employees, or agents officers of the Corporation Borrower and Bank, such sum or sums of money in a principal amount not to exceed $15,000,000, and on such terms and conditions, as in their judgment should be borrowed, without limitation.

Appears in 1 contract

Samples: Mezzanine Loan and Security Agreement (Health Catalyst, Inc.)

Reporting Covenant Required Complies. A/R & A/P Agings Monthly within 30 days Yes No Borrowing Base Certificate Monthly within 30 days Yes No Monthly financial statements Monthly within 30 days Yes No with Compliance Certificate Monthly within 30 days (except as set forth in the Loan Agreement) Yes No Annual audited Quarterly financial statements FYE with Compliance Certificate Quarterly within 180 45 days Yes No Annual operating budgetfinancial statement (CPA Audited) + XX XXX within 90 days Yes No 10-Q, sales projections 10-K and operating plans approved by board of directors Annually no later than 30 8-K Within 5 days after the beginning of each fiscal year or Board approval filing with SEC Yes No A/R Audit Initial and Annual Performance to Plan; Revenues 80% of Projected Revenues* % Yes No Deposit balances with Bank $ Deposit balance outside Bank $ Minimum Asset Coverage Ratio 1.50 : 1.00 :1.00 Yes No Comments Regarding Exceptions: See Attached. Sincerely, SIGNATURE TITLE DATE Borrower: EVERQUOTE, INC. I, * [*] The following are the undersigned Secretary or Assistant Secretary of EverQuote, Inc. (the “Corporation”), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State of Delaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Certificate of lncorporation and Bylaws of the Corporation, each of which is in full force and effect on the date hereof. I FURTHER CERTIFY that at a meeting of the board of directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted: BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, (whose actual signatures are shown below which actual signatures apply only exceptions with respect to the secretary certification provided herein above: (If no exceptions exist, state “No exceptions to note.”) CERUS CORPORATION LENDER USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. [*] [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. The undersigned, being the duly elected and were not themselves included in the resolutions approved by the board acting President and CEO of directors): Xxxx Xxxxxxxx Chief Executive Officer /s/ Xxxx Xxxxxxxx Xxxxx Xxxxxx Chief Technology Officer /s/ Xxxxx Xxxxxx Xxxx Xxxxxx Chief Financial Officer /s/ Xxxx Xxxxxx acting for and on behalf of this Corporation and as its act and deed beCERUS CORPORATION, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Western Alliance Bank a Delaware corporation (“BankBorrower”), does hereby certify to OXFORD FINANCE CORPORATION, (“Lender”) in connection with that certain Loan and Security Agreement dated on such or about the date hereof by and between Borrower and Lender (the “Loan Agreement”; with other capitalized terms as may be agreed upon between used below having the officers, employees, or agents of meanings ascribed thereto in the Corporation and Bank, such sum or sums of money in a principal amount not to exceed $15,000,000, and on such terms and conditions, as in their judgment should be borrowed, without limitation.Loan Agreement) that:

Appears in 1 contract

Samples: Loan and Security Agreement (Cerus Corp)

Reporting Covenant Required Complies. A/R & A/P Agings Monthly Annual financial statements (CPA Audited) FYE within 30 days Yes No Borrowing Base Certificate Monthly within 30 90 days Yes No Monthly financial statements Monthly and Compliance Certificate Prior to each Credit Extension, and monthly within 30 days Yes No Compliance Certificate Monthly within 30 10K and 10Q Within 5 days Yes No Annual audited financial statements FYE within 180 days of filing Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annually no later than 30 days after the beginning of each fiscal year or Board approval Yes No A/R Audit Initial and Annual Intellectual Property Report Quarterly no later than 30 days after the end of each fiscal quarter Yes No Deposit balances with Bank $ ___________________ Deposit balance outside Bank $ Minimum Asset Coverage Ratio 1.50 : 1.00 :1.00 Yes No ___________________ Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: _________________________ Sincerely, AUTHORIZED SIGNER Date: _________________________ ___________________________________________ Verified: _________________________ SIGNATURE AUTHORIZED SIGNER ___________________________________________ Date: _________________________ TITLE Compliance Status Yes No DATE BorrowerSECURED PROMISSORY NOTE (Term [A][B] Loan) $[_____] Dated: EVERQUOTE[_____] FOR VALUE RECEIVED, the undersigned, CYTOSORBENTS CORPORATION, a Delaware corporation with offices located at 0 Xxxx Xxxx Xxxxx, Xxxxx X, Xxxxxxxx Xxxxxxxx, XX 00000 and CYTOSORBENTS MEDICAL, INC. I., a Delaware corporation with offices located at 0 Xxxx Xxxx Xxxxx, Xxxxx X, Xxxxxxxx Xxxxxxxx, XX 00000 (individually and collectively, jointly and severally “Borrower”) HEREBY PROMISES TO PAY to the order of WESTERN ALLIANCE BANK (“Bank”) the principal amount of FIVE MILLION DOLLARS ($5,000,000.00) or such lesser amount as shall equal the outstanding principal balance of the Term [A][B] Loan made to Borrower by the Bank, plus interest on the aggregate unpaid principal amount of such Term Loan, at the rates and in accordance with the terms of the Amended and Restated Loan and Security Agreement dated March 29, 2018 by and between Borrower and the Bank (as amended, restated, supplemented or otherwise modified from time to time, the undersigned Secretary or Assistant Secretary of EverQuote, Inc. (the CorporationLoan Agreement”). If not sooner paid, HEREBY CERTIFY that the Corporation is organized entire principal amount and existing under all accrued and by virtue unpaid interest hereunder shall be due and payable on the Maturity Date as set forth in the Loan Agreement. Any capitalized term not otherwise defined herein shall have the meaning attributed to such term in the Loan Agreement. Principal, interest and all other amounts due with respect to the Term [A][B] Loan, are payable in lawful money of the United States of America to the Bank as set forth in the Loan Agreement and this Secured Promissory Note (this “Note”). The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by the Bank and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. The Loan Agreement, among other things, (a) provides for the making of a secured Term [A][B] Loan by the Bank to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. This Note may not be prepaid except as set forth in Section 2.2 (c) and Section 2.2(d) of the Loan Agreement. This Note and the obligation of Borrower to repay the unpaid principal amount of the Term [A][B] Loan, interest on the Term [A][B] Loan and all other amounts due to the Bank under the Loan Agreement is secured under the Loan Agreement. Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by the Bank in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. This Note shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of DelawareCalifornia. I FURTHER CERTIFY that attached hereto The ownership of an interest in this Note shall be registered on a record of ownership maintained by the Bank or its agent. Notwithstanding anything else in this Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the transfer is registered on such record of ownership and the transferee is identified as Attachments 1 the owner of an interest in the obligation. Borrower shall be entitled to treat the registered holder of this Note (as recorded on such record of ownership) as the owner in fact thereof for all purposes and 2 are true and complete copies of the Certificate of lncorporation and Bylaws of the Corporation, each of which is shall not be bound to recognize any equitable or other claim to or interest in full force and effect this Note on the date hereof. I FURTHER CERTIFY that at a meeting part of the board of directors of the Corporation, duly called and held, at which a quorum was present and voting (any other person or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted: BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, (whose actual signatures are shown below which actual signatures apply only with respect to the secretary certification provided herein and were not themselves included in the resolutions approved by the board of directors): Xxxx Xxxxxxxx Chief Executive Officer /s/ Xxxx Xxxxxxxx Xxxxx Xxxxxx Chief Technology Officer /s/ Xxxxx Xxxxxx Xxxx Xxxxxx Chief Financial Officer /s/ Xxxx Xxxxxx acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Western Alliance Bank (“Bank”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Bank, such sum or sums of money in a principal amount not to exceed $15,000,000, and on such terms and conditions, as in their judgment should be borrowed, without limitationentity.

Appears in 1 contract

Samples: Loan and Security Agreement (Cytosorbents Corp)

Reporting Covenant Required Complies. A/R & A/P Agings Monthly Transaction Reports Non-Streamline: Weekly; Streamline: monthly within 30 15 days Yes No Borrowing Base Certificate Monthly payable & receivable items, check registers, general ledger, & reconciliations Monthly within 30 15 days Yes No Monthly financial statements Monthly within 30 days Yes No with Compliance Certificate Monthly within 30 days Yes No Annual audited financial statements statement (CPA Audited) FYE within 180 120 days Yes No Annual operating budget, sales budgets and projections and operating plans approved by board of directors Annually no later than 30 days after the beginning of each fiscal year or Board approval Prior to FYE Yes No A/R Audit Initial and Annual Yes No Deposit balances with Bank $ Deposit balance outside Bank $ Maintain on a Monthly Basis: Minimum Asset Coverage Liquidity Ratio 1.50 : 1.00 (when required) 1.75:1.00 :1.00 Yes No Comments Regarding ExceptionsMaximum Capital Expenditures * $ Yes No Minimum Fixed Charge Coverage Ratio (when required) 1.50:1.00 :1.00 Yes No Minimum EBITDA * $ Yes No * See Loan Agreement Liquidity Ratio: greater or equal to 2.50 to 1.00 First Tier Rate Yes No greater or equal to 2.00 to 1.00, but less than 2.50 to 1.00 Second Tier Rate Yes No Less than 2.00 to 1.00, or Event of Default exists Regular Rate Yes No Streamline Requirement Met? See Attached. SincerelyLoan Agreement Yes No Borrower is party to, SIGNATURE TITLE DATE Borrower: EVERQUOTE, INC. Ior bound by, the undersigned Secretary following material Restricted Licenses that were not previously noted in the Perfection Certificate or Assistant Secretary of EverQuotea prior Compliance Certificate: . Borrower intends to register the following copyrights or mask works with the United States Copyright Office that were not previously noted in a prior Compliance Certificate: . Borrower has (i) obtained the following Patents, Inc. (the “Corporation”)registered Trademarks, HEREBY CERTIFY that the Corporation is organized and existing under and by virtue registered Copyrights, registered mask work, or any pending application for any of the laws foregoing, whether as owner, licensee or otherwise, and (ii) applied for the following Patents and the registration of the State following Trademarks; in each case, that were not previously noted in the Perfection Certificate or a prior Compliance Certificate (to be reported on as part of Delawarethe Compliance Certificate due following the last month of each fiscal quarter): . I FURTHER CERTIFY that The following financial covenant analyses and information set forth in Schedule 1 attached hereto as Attachments 1 and 2 are true and complete copies accurate as of the Certificate of lncorporation and Bylaws of the Corporation, each of which is in full force and effect on the date hereof. I FURTHER CERTIFY that at a meeting of the board of directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted: BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, (whose actual signatures Certificate. The following are shown below which actual signatures apply only the exceptions with respect to the secretary certification provided herein and were not themselves included in the resolutions approved by the board of directors): Xxxx Xxxxxxxx Chief Executive Officer /s/ Xxxx Xxxxxxxx Xxxxx Xxxxxx Chief Technology Officer /s/ Xxxxx Xxxxxx Xxxx Xxxxxx Chief Financial Officer /s/ Xxxx Xxxxxx acting for and on behalf of this Corporation and as its act and deed beabove: (If no exceptions exist, and they hereby arestate “No exceptions to note.”) ATRICURE, authorized and empoweredINC. BANK USE ONLY Received by: Borrow Money. To borrow from time to time from Western Alliance Bank (“Bank”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Bank, such sum or sums of money in a principal amount not to exceed $15,000,000, and on such terms and conditions, as in their judgment should be borrowed, without limitation.BY: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No

Appears in 1 contract

Samples: Loan Modification Agreement (AtriCure, Inc.)

Reporting Covenant Required Complies. A/R & A/P Agings Monthly within 30 days Yes No Borrowing Base Certificate Monthly within 30 days Yes No Monthly financial statements Monthly within 30 days Yes No Financial Statements Compliance Certificate Monthly within 30 45 days Yes No Annual audited financial statements Audited Financial Statements Annually within 90 days after FYE within 180 days Yes No Annual operating budgetThe following are the exceptions with respect to the certification above: (If no exceptions exist, sales projections and operating plans approved by board of directors Annually no later than 30 days after the beginning of each fiscal year or Board approval Yes state “No A/R Audit Initial and Annual Yes No Deposit balances with Bank $ Deposit balance outside Bank $ Minimum Asset Coverage Ratio 1.50 : 1.00 :1.00 Yes No Comments Regarding Exceptions: See Attached. Sincerely, SIGNATURE TITLE DATE Borrower: EVERQUOTEexceptions to note.”) DYNOGEN PHARMACEUTICALS, INC. IBy: Name: Title: COLLATERAL AGENT USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ________________________ authorized signer Date: _________________________ Compliance Status: Yes No $____________________ Dated: ____________,2008 FOR VALUE RECEIVED, the undersigned Secretary or Assistant Secretary of EverQuoteundersigned, Inc. DYNOGEN PHARMACEUTICALS, INC., a Delaware corporation (the CorporationBorrower”), HEREBY CERTIFY that PROMISES TO PAY to the Corporation order of [SVB / OXFORD] (“Lender”) the principal amount of ____________ Dollars ($__________) or such lesser amount as shall equal the outstanding principal balance of the Term Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of Term Loan, at the rates and in accordance with the terms of the Loan and Security Agreement by and between Borrower and Silicon Valley Bank, as Collateral Agent, and the Lenders, including without limitation, Oxford Finance Corporation, and SVB (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued interest hereunder and under the Loan Agreement shall be due and payable on Term Loan Maturity Date as set forth in the Loan Agreement. Borrower agrees to pay any initial partial month interest payment from the date of this Note to the first Payment Date ("Interim Interest") on the first Payment Date. Principal, interest and all other amounts due with respect to the Term Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note. The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is organized part of this Note. The Loan Agreement, among other things, (a) provides for the making of a secured Term Loan to Borrower, and existing (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. This Note may not be prepaid except as set forth in Section 2.1.1(e) and Section 2.1.1(f) of the Loan Agreement. This Note and the obligation of Borrower to repay the unpaid principal amount of the Term Loan, interest on the Term Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by virtue Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State Commonwealth of Delaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Certificate of lncorporation and Bylaws of the Corporation, each of which is in full force and effect on the date hereof. I FURTHER CERTIFY that at a meeting of the board of directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted: BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, (whose actual signatures are shown below which actual signatures apply only with respect to the secretary certification provided herein and were not themselves included in the resolutions approved by the board of directors): Xxxx Xxxxxxxx Chief Executive Officer /s/ Xxxx Xxxxxxxx Xxxxx Xxxxxx Chief Technology Officer /s/ Xxxxx Xxxxxx Xxxx Xxxxxx Chief Financial Officer /s/ Xxxx Xxxxxx acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Western Alliance Bank (“Bank”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Bank, such sum or sums of money in a principal amount not to exceed $15,000,000, and on such terms and conditions, as in their judgment should be borrowed, without limitationMassachusetts.

Appears in 1 contract

Samples: Loan and Security Agreement (Apex Bioventures Acquisition Corp)

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Reporting Covenant Required Complies. A/R & A/P Agings Monthly Compliance Certificate Quarterly within 30 45 days Yes No Borrowing Base Certificate Monthly within 30 days Yes The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No Monthly financial statements Monthly within 30 days Yes No Compliance Certificate Monthly within 30 days Yes No Annual audited financial statements FYE within 180 days Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annually no later than 30 days after the beginning of each fiscal year or Board approval Yes No A/R Audit Initial and Annual Yes No Deposit balances with Bank $ Deposit balance outside Bank $ Minimum Asset Coverage Ratio 1.50 : 1.00 :1.00 Yes No Comments Regarding Exceptions: See Attached. Sincerely, SIGNATURE TITLE DATE Borrower: EVERQUOTEexceptions to note.”) METABASIS THERAPEUTICS, INC. IBy: Name: Title: Received by: Date: Verified: Date: Compliance Status: Yes No $ Dated: , 2008 FOR VALUE RECEIVED, the undersigned Secretary or Assistant Secretary of EverQuoteundersigned, Inc. METABASIS THERAPEUTICS, INC., a Delaware corporation and ARAMED, INC.., a Delaware corporation (jointly and severally, individually and collectively, the “CorporationBorrower”), HEREBY CERTIFY that PROMISES TO PAY to the Corporation order of OXFORD FINANCE CORPORATION (“Lender”) the principal amount of Two Hundred Thousand Dollars ($200,000) or such lesser amount as shall equal the outstanding principal balance of the Term Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of Term Loan, at the rates and in accordance with the terms of the Loan and Security Agreement by and between Borrower and Lender (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued interest hereunder and under the Loan Agreement shall be due and payable on the Term Loan Maturity Date as set forth in the Loan Agreement. Principal, interest and all other amounts due with respect to the Term Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note. The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is organized part of this Note. The Loan Agreement, among other things, (a) provides for the making of a secured Term Loan to Borrower, and existing (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. This Note may not be prepaid except as set forth in Section 2.1.1(c) and Section 2.1.1(d) of the Loan Agreement. This Note and the obligation of Borrower to repay the unpaid principal amount of the Term Loan, interest on the Term Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by virtue Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State Commonwealth of Delaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Certificate of lncorporation and Bylaws of the Corporation, each of which is in full force and effect on the date hereof. I FURTHER CERTIFY that at a meeting of the board of directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted: BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, (whose actual signatures are shown below which actual signatures apply only with respect to the secretary certification provided herein and were not themselves included in the resolutions approved by the board of directors): Xxxx Xxxxxxxx Chief Executive Officer /s/ Xxxx Xxxxxxxx Xxxxx Xxxxxx Chief Technology Officer /s/ Xxxxx Xxxxxx Xxxx Xxxxxx Chief Financial Officer /s/ Xxxx Xxxxxx acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Western Alliance Bank (“Bank”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Bank, such sum or sums of money in a principal amount not to exceed $15,000,000, and on such terms and conditions, as in their judgment should be borrowed, without limitationVirginia.

Appears in 1 contract

Samples: Loan and Security Agreement (Metabasis Therapeutics Inc)

Reporting Covenant Required Complies. A/R & A/P Agings Monthly within 30 days Yes No Borrowing Base Certificate Monthly within 30 days Yes No Monthly financial statements Monthly within 30 days Yes No Financial Statements Compliance Certificate Monthly within 30 days Yes No Annual audited financial statements Audited Financial Statements Annually within 240 days after FYE within 180 days Yes No Annual operating budget, sales projections and operating plans approved by board of directors Board Approved Projections Annually no later than 30 within 10 days after the beginning of each fiscal year or Board approval FYE Yes No A/R Audit Initial and Annual Yes The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No Deposit balances with Bank $ Deposit balance outside Bank $ Minimum Asset Coverage Ratio 1.50 : 1.00 :1.00 Yes No Comments Regarding Exceptions: See Attached. Sincerely, SIGNATURE TITLE DATE Borrower: EVERQUOTEexceptions to note.”) COMPLETE GENOMICS, INC. IReceived by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No $ Dated: July 30, 2008 FOR VALUE RECEIVED, the undersigned Secretary or Assistant Secretary of EverQuoteundersigned, Inc. COMPLETE GENOMICS, INC., a Delaware corporation (the CorporationBorrower”), HEREBY CERTIFY that PROMISES TO PAY to the Corporation order of [SVB / OXFORD / LEADER A / LEADER B] (“Lender”) the principal amount of Dollars ($ ) or such lesser amount as shall equal the outstanding principal balance of the Loans made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of the Loans, at the rates and in accordance with the terms of the Loan and Security Agreement by and among Borrower and Silicon Valley Bank, as Collateral Agent, and the Lenders, including without limitation, Oxford Finance Corporation, SVB, Leader Lending, LLC – Series A and Leader Lending, LLC – Series B (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued interest hereunder and under the Loan Agreement shall be due and payable on the applicable Maturity Date as set forth in the Loan Agreement. Borrower agrees to pay any initial partial month interest payment from the date of this Note to the first Payment Date (“Interim Interest”) on the first Payment Date. Principal, interest and all other amounts due with respect to the Loans, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note. The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is organized part of this Note. The Loan Agreement, among other things, (a) provides for the making of secured Loans to Borrower, and existing (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. This Note may not be prepaid except as set forth in Section 2 of the Loan Agreement. This Note and the obligation of Borrower to repay the unpaid principal amount of the Loans, interest on the Loans and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by virtue Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Certificate of lncorporation and Bylaws of the Corporation, each of which is in full force and effect on the date hereof. I FURTHER CERTIFY that at a meeting of the board of directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted: BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, (whose actual signatures are shown below which actual signatures apply only with respect to the secretary certification provided herein and were not themselves included in the resolutions approved by the board of directors): Xxxx Xxxxxxxx Chief Executive Officer /s/ Xxxx Xxxxxxxx Xxxxx Xxxxxx Chief Technology Officer /s/ Xxxxx Xxxxxx Xxxx Xxxxxx Chief Financial Officer /s/ Xxxx Xxxxxx acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Western Alliance Bank (“Bank”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Bank, such sum or sums of money in a principal amount not to exceed $15,000,000, and on such terms and conditions, as in their judgment should be borrowed, without limitationCalifornia.

Appears in 1 contract

Samples: Loan and Security Agreement (Complete Genomics Inc)

Reporting Covenant Required Complies. A/R & A/P Agings Monthly within 30 days Quarterly 10Q with Compliance Certificate Within 5 Business Days after filing with the SEC, unless available on XXXXX Yes No Borrowing Base Certificate Monthly within 30 days 10-K and 8-K Within 5 Business Days after filing with SEC, unless available on XXXXX Yes No Monthly financial statements Monthly Console Location List Quarterly, within 30 days 15 Business Days Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) CryoCor, Inc. APGENT USE ONLY By: Name: Received by: Title: AUTHORIZED SIGNER Date: Verified: Date: Compliance Certificate Monthly within 30 days Status: Yes No Annual audited financial statements FYE within 180 days Yes No Annual operating budget$ Dated: , sales projections and operating plans approved by board of directors Annually no later than 30 days after 2007 FOR VALUE RECEIVED, the beginning of each fiscal year or Board approval Yes No A/R Audit Initial and Annual Yes No Deposit balances with Bank $ Deposit balance outside Bank $ Minimum Asset Coverage Ratio 1.50 : 1.00 :1.00 Yes No Comments Regarding Exceptions: See Attached. Sincerelyundersigned, SIGNATURE TITLE DATE Borrower: EVERQUOTECRYOCOR, INC. I., the undersigned Secretary or Assistant Secretary of EverQuote, Inc. a corporation (the CorporationBorrower”), HEREBY CERTIFY that PROMISES TO PAY to the Corporation is organized and existing under and by virtue order of [ATEL /SVB/OXFORD] (“Lender”) the principal amount of Dollars ($ ) or such lesser amount as shall equal the outstanding principal balance of the laws Term Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of Term Loan, at the rates and in accordance with the terms of the State Loan and Security Agreement by and between Borrower and Silicon Valley Bank, as Agent, and the Lenders, including without limitation, Silicon Valley Bank, ATEL Ventures, Inc., and Oxford Finance Corporation (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued interest hereunder and under the Loan Agreement shall be due and payable on Term Loan Maturity Date as set forth in the Loan Agreement. Beginning on , 2007, and on the Payment Date of Delaware. I FURTHER CERTIFY that attached hereto each month thereafter, Borrower shall make six (6) monthly payments of interest only in arrears on the unpaid principal balance at the fixed rate per annum equal to ( %) (the “Basic Rate”) as Attachments 1 follows: Interest only Installments Amount 1-6 $ each Thereafter commencing on , and 2 are true on the Payment Date of each month thereafter, Borrower shall make thirty (30) monthly payments of principal and complete copies interest in arrears (such interest on the unpaid principal balance accruing after , 2007, at a fixed rate per annum equal to the Basic Rate) as follows: Principal and Interest Installments Amount 7-35 $ each 36 $ (shall include the amount of the Certificate total outstanding principal and interest, if any) Borrower agrees to pay any initial partial month interest payment from the date of lncorporation and Bylaws of this Note to the Corporation, each of which is in full force and effect first Payment Date (“Interim Interest”) on the date hereoffirst Payment Date. I FURTHER CERTIFY that at a meeting of the board of directors of the CorporationPrincipal, duly called interest and held, at which a quorum was present and voting (or by all other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted: BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, (whose actual signatures are shown below which actual signatures apply only amounts due with respect to the secretary certification provided herein and were not themselves included Term Loan, are payable in lawful money of the United States of America to Lender as set forth in the resolutions approved by the board of directors): Xxxx Xxxxxxxx Chief Executive Officer /s/ Xxxx Xxxxxxxx Xxxxx Xxxxxx Chief Technology Officer /s/ Xxxxx Xxxxxx Xxxx Xxxxxx Chief Financial Officer /s/ Xxxx Xxxxxx acting for Loan Agreement and on behalf this Secured Promissory Note. The principal amount of this Corporation Note and as its act and deed bethe interest rate applicable thereto, and they hereby areall payments made with respect thereto, authorized shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. The Loan Agreement, among other things, (a) provides for the making of a secured Term Loan to Borrower, and empowered: Borrow Money. To borrow from time to time from Western Alliance Bank (“Bank”), on such terms as may be agreed upon between the officers, employees, or agents b) contains provisions for acceleration of the Corporation and Bank, such sum or sums maturity hereof upon the happening of money in a principal amount not to exceed $15,000,000, and on such terms and conditions, as in their judgment should be borrowed, without limitationcertain stated events.

Appears in 1 contract

Samples: Loan and Security Agreement (Cryocor Inc)

Reporting Covenant Required Complies. A/R & A/P Agings Monthly Financial Statements Monthly within 45 days Yes No Audited Financial Statements Annually within 120 days after FYE Yes No Board Approved Projections Annually within 30 days Yes No Borrowing Base Certificate Monthly within 30 days Yes No Monthly financial statements Monthly within 30 days after FYE Yes No Compliance Certificate Monthly within 30 45 days Yes No Annual audited financial statements FYE within 180 days The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Received by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No Annual operating budget$ Dated: , sales projections and operating plans approved by board of directors Annually no later than 30 days after the beginning of each fiscal year or Board approval Yes No A/R Audit Initial and Annual Yes No Deposit balances with Bank $ Deposit balance outside Bank $ Minimum Asset Coverage Ratio 1.50 : 1.00 :1.00 Yes No Comments Regarding Exceptions: See Attached. Sincerely, SIGNATURE TITLE DATE Borrower: EVERQUOTE, INC. I20 FOR VALUE RECEIVED, the undersigned Secretary undersigned, NUPATHE INC., a Delaware corporation (“Borrower”) HEREBY PROMISES TO PAY to the order of MIDCAP FUNDING III, LLC (“Lender”) the principal amount of DOLLARS ($ ) or Assistant Secretary such lesser amount as shall equal the outstanding principal balance of EverQuotethe Term Loan made to Borrower by Lender, Inc. plus interest on the aggregate unpaid principal amount of the Term Loan, at the rates and in accordance with the terms of the Loan and Security Agreement by and between Borrower and Midcap Funding III, LLC, as Agent, and the Lenders as defined therein (as amended, restated, supplemented or otherwise modified from time to time, the “CorporationLoan Agreement”). If not sooner paid, HEREBY CERTIFY that the Corporation entire principal amount and all accrued interest hereunder and under the Loan Agreement shall be due and payable on Maturity Date as set forth in the Loan Agreement. Borrower agrees to pay any initial partial month interest payment from the date of this Secured Promissory Note (this “Note”) to the first Payment Date (“Interim Interest”) on the first Payment Date. Principal, interest and all other amounts due with respect to the Term Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Note. The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is organized part of this Note. The Loan Agreement, among other things, (a) provides for the making of a secured Term Loan to Borrower, and existing (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. This Note may not be prepaid except as set forth in Section 2.2(c) and Section 2.2(d) of the Loan Agreement. This Note and the obligation of Borrower to repay the unpaid principal amount of the Term Loan, interest on the Term Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by virtue Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Certificate of lncorporation and Bylaws of the Corporation, each of which is in full force and effect on the date hereof. I FURTHER CERTIFY that at a meeting of the board of directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted: BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, (whose actual signatures are shown below which actual signatures apply only with respect to the secretary certification provided herein and were not themselves included in the resolutions approved by the board of directors): Xxxx Xxxxxxxx Chief Executive Officer /s/ Xxxx Xxxxxxxx Xxxxx Xxxxxx Chief Technology Officer /s/ Xxxxx Xxxxxx Xxxx Xxxxxx Chief Financial Officer /s/ Xxxx Xxxxxx acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Western Alliance Bank (“Bank”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Bank, such sum or sums of money in a principal amount not to exceed $15,000,000, and on such terms and conditions, as in their judgment should be borrowed, without limitationMaryland.

Appears in 1 contract

Samples: Loan and Security Agreement (Nupathe Inc.)

Reporting Covenant Required Complies. A/R & A/P Agings Monthly Annual financial statements (CPA Audited) FYE within 30 270 days (by 6/30/21 for FY 2019) Yes No Borrowing Base Certificate Monthly within 30 days Yes No Monthly Monthly/quarterly financial statements Monthly within 30 days Yes No and Compliance Certificate Monthly within 30 days or quarterly within 45 days, as applicable Yes No Annual audited financial statements FYE within 180 days 10K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annually no later than 30 90 days after to the beginning of each fiscal year Yes No A/R & A/P Agings Monthly within 30 days or Board approval quarterly within 45 days, as applicable Yes No A/R Audit Initial and Annual Yes No Deposit balances with Bank $ Deposit balance outside Bank $ Minimum Asset Coverage Ratio 1.50 : 1.00 :1.00 Yes No Comments Regarding Exceptions: See Attached. Received by: Sincerely, AUTHORIZED SIGNER Date: SIGNATURE Verified: AUTHORIZED SIGNER TITLE Date: DATE Compliance Status Yes No Borrower: EVERQUOTEUSER TESTING, INC. ., a California corporation I, the undersigned Secretary or Assistant Secretary of EverQuoteUSER TESTING, Inc. INC., a California corporation (the “Corporation”), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State of DelawareCalifornia. I FURTHER CERTIFY that attached hereto as Attachments 1 the Articles of Incorporation and 2 are true and complete copies of the Certificate of lncorporation and Bylaws of the CorporationCorporation which were previously delivered to Bank remain true, each of which is accurate, and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect on the date hereofeffect. I FURTHER CERTIFY that at a meeting of the board of directors Directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions (the “Resolutions”) were adopted: . BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, (whose actual signatures are shown below which actual signatures apply only with respect to the secretary certification provided herein and were not themselves included in the resolutions approved by the board of directors): below: Xxx Xxxxxx CFO /s/ Xxx Xxxxxx Xxxx Xxxxxxxx Chief Executive Officer XxxXxxxxx CEO /s/ Xxxx Xxxxxxxx Xxxxx Xxxxxx Chief Technology Officer /s/ Xxxxx Xxxxxx Xxxx Xxxxxx Chief Financial Officer /s/ Xxxx Xxxxxx XxxXxxxxx acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Western Alliance Bank Bank, an Arizona corporation (“Bank”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Bank, such sum or sums of money in a principal amount not to exceed $15,000,000, and on such terms and conditions, as in their judgment should be borrowed, without limitation. Execute Loan Documents. To execute and deliver to Bank that certain Fifth Loan and Security Modification Agreement dated as of June 18, 2021, and any other agreement, document or instrument entered into in connection with the Loan and Security Agreement dated as of January 12, 2018, between Corporation and Bank, including any amendments, all as amended or extended from time to time (collectively, the “Loan Documents”), and also to execute and deliver to Bank one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for the Loan Documents, or any portion thereof.

Appears in 1 contract

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

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