Reporting Covenants Required Complies. Quarterly financial statements Quarterly within 45 days Yes No Annual financial statements (CPA Audited) FYE within 90 days Yes No Quarterly Compliance Statement Quarterly within 45 days; within 90 days for the quarter ending December 31 Yes No Board projections FYE within 30 days and contemporaneously with any updates or changes thereto Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Other Matters Have there been any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Statement. Yes No The following are the exceptions with respect to the statements above: (If no exceptions exist, state “No exceptions to note.”) EXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME Fax To: Date: LOAN PAYMENT: FREQUENCY THERAPEUTICS, INC. From Account #________________________________ To Account #______________________________________________ (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #________________________________ To Account #______________________________________________ (Loan Account #) (Deposit Account #) Amount of Credit Extension $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for a Credit Extension; 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 such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Eastern Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #:
Appears in 1 contract
Samples: Loan and Security Agreement (Frequency Therapeutics, Inc.)
Reporting Covenants Required Complies. Monthly financial statements (not in conformity with GAAP) Monthly within 30 days Yes No Monthly Compliance Certificate Monthly within 30 days Yes No Quarterly financial statements Quarterly within 45 days (except last quarter, within 90 days) Yes No Quarterly Compliance Certificate Quarterly within 45 days (except last quarter, within 90 days) Yes No Board-Approved Projections Earlier of within 60 days of Board approval or 60 days of FYE Yes No Annual financial statements (CPA Audited) FYE within 90 180 days Yes No Quarterly Compliance Statement Quarterly within 45 days; within 90 days for the quarter ending December 31 Yes No Board projections FYE within 30 days and contemporaneously with any updates or changes thereto Yes No 10-Q10‑Q, 10-K 10‑K and 8-K Within 5 days after filing with SEC Yes No Other Matters Have there been any amendments of (except when posted or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Statement. linked on Borrower’s website) Yes No The following are the exceptions with respect to the statements certification above: (If no exceptions exist, state “No exceptions to note.”) -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- SELECTA BIOSCIENCES, INC. BANK USE ONLY By: Received by: AUTHORIZED XXXXXX Name: Date: Title: Verified: AUTHORIZED XXXXXX Date: Compliance Status: Yes No EXHIBIT C – - LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME Deadline for same day processing is Noon Eastern Time Fax To: Date: LOAN PAYMENT: FREQUENCY THERAPEUTICS, INC. From Account #________________________________ LOAN PAYMENT: SELECTA BIOSCIENCES, INC. From Account # To Account #______________________________________________ # (Deposit Account Amount #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #________________________________ # To Account #______________________________________________ # (Loan Account #) (Deposit Account Amount #) Amount of Credit Extension Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for a Credit Extensionan 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 such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Eastern Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #:
Appears in 1 contract
Samples: Loan and Security Agreement (Selecta Biosciences Inc)
Reporting Covenants Required Complies. Quarterly financial statements Quarterly Monthly Financial Statements with Compliance Certificate Monthly within 45 30 days Yes No Annual financial statements statement (CPA Audited) FYE within 90 180 days Yes No Quarterly Compliance Statement Quarterly Annual operating budget and financial projections Annually within 45 days; days of FYE Yes No KPI Metrics Report Monthly within 90 30 days for the quarter ending December 31 Yes No Payment Processing Accounts Monthly within 30 days Yes No Board projections FYE materials Quarterly within 30 days and contemporaneously with any updates or changes thereto Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Other Matters Have there been any amendments of or other material changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance StatementCertificate. Yes No The following are the exceptions with respect to the statements certification above: (If no exceptions exist, state “No exceptions to note.”) A PLACE FOR ROVER, INC. AGENT USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No EXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME Fax To: Date: LOAN PAYMENT: FREQUENCY THERAPEUTICSA PLACE FOR ROVER, INC. INC From Account #________________________________ # To Account #______________________________________________ # (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #________________________________ # To Account # (Deposit Account #______________________________________________ ) (Loan Account #) (Deposit Account #) Amount of Credit Extension Term Loan Advance $ All Borrower’s representations and warranties in the Mezzanine Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for a Credit Extension; 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 such datean advance: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Eastern Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #:
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (Nebula Caravel Acquisition Corp.)
Reporting Covenants Required Complies. Quarterly financial statements Quarterly Company Prepared Monthly F/S Monthly, by the end of the next month YES NO Compliance Certificate Monthly, by the end of the next month YES NO Company prepared Audited and Unqualified F/S Annually, within 45 120 days Yes No Annual financial statements (CPA Audited) of FYE within 90 days Yes No Quarterly Compliance Statement Quarterly within 45 days; within 90 days for YES NO Borrowing Base Cert. Monthly, by the quarter ending December 31 Yes No Board projections FYE within 30 days end of the next month YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED: Minimum balance of cash and contemporaneously with any updates or changes thereto Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Other Matters Have there been any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Statement. Yes No The following are the exceptions with respect to the statements above: (If no exceptions exist, state “No exceptions to note.”) EXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME Fax To: Date: LOAN PAYMENT: FREQUENCY THERAPEUTICS, INC. From Account #_____________________availability under Revolving Line $1,000,000 $___________ To Account #___________________________________YES NO Minimum ratio of (a) the sum of (i) unrestricted Cash plus (ii) Accounts Receivable, divided by (b) Total Funded Debt >1.15:1 ___________ (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ : 1 YES NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, Authorized SignatureSigner Name: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion EXHIBIT F DISBURSEMENT LETTER CINEDIGM CORP. The undersigned duly elected and acting officers of the funds from this loan advance are for an outgoing wireCINEDIGM CORP. From Account #__________________________(“Borrower”) do hereby certify to EAST WEST BANK (“Bank”), in connection with that certain Loan, Guaranty and Security Agreement dated as of ______ To Account #______________________________________________ , 2018, by and among Borrower, the other Loan Parties thereto and Bank (Loan Account #) (Deposit Account #) Amount of Credit Extension $ All Borrower’s representations and warranties as modified, amended and/or restated from time to time, the “Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for a Credit Extension; 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 such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Eastern Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABAAgreement) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #that:
Appears in 1 contract
Samples: Loan, Guaranty and Security Agreement (Cinedigm Corp.)
Reporting Covenants Required Complies. Quarterly financial statements Quarterly Consolidated F/S, Customer Detail Report Quarterly, within 45 50 days Yes No Annual financial statements (YES NO Compliance Certificate Monthly, within 30 days* YES NO CPA Audited) , Unqualified F/S Annually, within 100 days of FYE within 90 days Yes No Quarterly Compliance Statement Quarterly within 45 days; within 90 days for the quarter ending December 31 Yes No Board projections FYE YES NO A/R Aging Monthly, within 30 days and contemporaneously with any updates or changes thereto Yes No days* YES NO A/P Aging Monthly, within 30 days* YES NO Borrowing Base Certificate Monthly, within 30 days* YES NO If Public: 10-QQ Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K and 8-K Within Annually, within 5 days of SEC filing (100 days) YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED: Minimum Liquidity Ratio** 1.50:1.00 :1.00 YES NO Domesic Unrestricted Cash & Cash Equivalents $ YES NO Minimum TNW Plus Subordinated Debt $80,000,000 $ YES NO * 25 days for each month after filing December 31, 2007. ** Minimum Liquidity Ratio defined as Domestic Unrestricted Cash and Cash Equivalents plus Eligible Accounts Receivable divided by all outstanding Indebtedness to Bank. When utilization of the credit facility exceeds 50%, the minumum domestic Unrestricted Cash and Cash Equivalents in the numerator should be no less than $5,000,000. Please Enter Below Comments Regarding Covenant Violations: The Officer further acknowledges that at any time Borrower is not in compliance with SEC Yes No Other Matters Have there been any amendments of or other changes to all the capitalization table of Borrower and to terms set forth in the Operating Documents of Borrower or any of its Subsidiaries? If yesAgreement, provide copies of any such amendments or changes with this Compliance Statementincluding, without limitation, the financial covenants, no credit extensions will be made. Yes No The following are the exceptions with respect to the statements above: (If no exceptions existVery truly yours, state “No exceptions to note.”) EXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME Fax ToBANK USE ONLY Authorized Signer Rec’d by: Date: LOAN PAYMENTName: FREQUENCY THERAPEUTICS, INC. From Account #________________________________ To Account #______________________________________________ (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized SignatureReviewed by: Phone NumberDate: Print Name/Financial Compliance Status: YES / NO Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or Exhibit F Interest Rate Addendum To Loan and Security Agreement This Addendum to Loan and Security Agreement (this “Addendum”) is entered into as of this 14th day of February 2007, by and between Comerica Bank (“Bank”), Nanometrics, Inc. (“Borrower”), Accent Optical Technologies Nanometrics Inc. (“Accent”), and Nanometrics IVS Inc. (“IVS”, and with Accent, each individually a portion “Guarantor”, and together, collectively, jointly and severally “Guarantors”). This Addendum supplements the terms of the funds from this loan advance are for an outgoing wire. From Account #________________________________ To Account #______________________________________________ (Loan Account #) (Deposit Account #) Amount of Credit Extension $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the of even date of the request for a Credit Extension; 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 such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Eastern Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etcherewith.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #:
Appears in 1 contract
Reporting Covenants Required Complies. Quarterly financial statements Quarterly Company Prepared Monthly F/S (Consolidated and, for U.S. operations, consolidating) Monthly, within 45 25 days Yes No Annual financial statements (YES NO Compliance Certificate Monthly, within 25 days YES NO CPA Audited) , Unqualified F/S Annually, within 210 days of FYE YES NO Company Prepared Annual F/S Annually, within 90 25 days Yes No Quarterly Compliance Statement Quarterly of FYE YES NO Borrowing Base Cert, A/R & A/P Agings Monthly, within 45 days; 25 days YES NO Backlog/Sell-through Reports Monthly, within 90 25 days for the quarter ending December 31 Yes No Board projections FYE YES NO Intellectual Property Report Annually, within 30 days and contemporaneously with any updates or changes thereto Yes No 10YES NO Audit Semi-Qannual YES NO If Public: 10Q Quarterly, 10-K and 8-K Within within 5 days after of SEC filing (50 days) YES NO 10K Annually, within 5 days of SEC filing (95 days) YES NO DESCRIPTION APPLICABLE Legal Action > $250,000 Notify promptly upon notice YES NO Inventory Disputes > $250,000 Notify promptly upon notice YES NO Mergers & Acquisitions, cash consideration is > $5,000,000 Notify promptly upon notice YES NO Cross default with SEC Yes No Other Matters Have there been other agreements > $1,000,000 Notify promptly upon notice YES NO Judgment > $1,000,000 Notify promptly upon notice YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED: Tangible Net Worth (Tested Quarterly) See 6.7(a) of Agreement $ YES NO Bank Debt Liquidity Coverage See 6.7(b) of Agreement :1.00 YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases < $250,000 YES NO Permitted Investments for stock repurchase < $250,000 YES NO Permitted Investments for subsidiaries < $1,000,000 YES NO Permitted Investments for employee loans < $1,000,000 YES NO Permitted Investments for joint ventures < $1,000,000 YES NO Permitted Liens for equipment leases < $250,000 YES NO Permitted Transfers < $1,000,000 YES NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any amendments of or other changes to time Borrower is not in compliance with all the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Statement. Yes No The following are the exceptions with respect to the statements above: (If no exceptions exist, state “No exceptions to note.”) EXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME Fax To: Date: LOAN PAYMENT: FREQUENCY THERAPEUTICS, INC. From Account #________________________________ To Account #______________________________________________ (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #________________________________ To Account #______________________________________________ (Loan Account #) (Deposit Account #) Amount of Credit Extension $ All Borrower’s representations and warranties terms set forth in the Agreement, including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name Title EXHIBIT F Prime Referenced Rate Addendum to Loan and Security Agreement are true, correct and complete in all material respects on the date (see attached) EXHIBIT G Form of the request for a Credit Extension; 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 such dateBorrowing Base Certificate Borrower: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Eastern Time Beneficiary Name: Amount of Wire: $ Beneficiary NeoPhotonics Corporation Bank: Account NumberComerica Bank Commitment Amount: City and State$8,000,000 Technology & Life Sciences Division Loan Analysis Department Five Palo Alto Square, Suite 800 0000 Xx Xxxxxx Xxxx Xxxx Xxxx, XX 00000 Phone: Beneficiary Bank Transit (ABA000) #000-0000 Fax: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only000) Intermediary Bank000-0000 U.S. ACCOUNTS RECEIVABLE 1. U.S. Accounts Receivable book value as of: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #:$
Appears in 1 contract
Reporting Covenants Required Complies. Quarterly financial statements Quarterly Monthly Financial Statements with Compliance Certificate Monthly within 45 30 days after the end of the month Yes No Annual financial statements statement (CPA Audited) FYE within 90 180 days Yes No Quarterly Compliance Statement Quarterly within 45 days; within 90 days for the quarter ending December 31 Yes No Board projections FYE within 30 days and contemporaneously with any updates or changes thereto Yes No 10Xx 00-QX, 1000-K and 8X xxx 0-K X (xx Xxxxxxxx is subject to Exchange Act reporting requirements) Within 5 days after filing with SEC Yes No Other Matters Have there been any amendments A/R & A/P Agings (prepared both on a consolidated basis and with respect to Borrower alone) Monthly within 20 days after the end of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Statement. month Yes No Deferred Revenue Report (prepared both on a consolidated basis and with respect to Borrower alone) Monthly within 20 days after the end of the month unless there were no Obligations outstanding during the period commencing on the first day of such month through and including the 20th day after the last day of such month Yes No Transaction Reports Monthly within 30 days after the end of the month when a Streamline Period is in effect or when a Streamline Period is not in effect and there are no outstanding Obligations in connection with Advances; on Friday of every other week when a Streamline Period is not in effect and there are outstanding Obligations in connection with Advances Yes No Annual Financial Projections Earlier of (a) within 10 days of approval by board of directors and (b) January 31 Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) Financial Covenant Required Actual Complies Maintain as indicated: Liquidity Ratio (tested monthly) ³1.25:1.0 :1.0 Yes No Streamline Period Required Actual Complies Maintain: Liquidity (tested monthly) ³1.50 : 1.0 : 1.0 Yes No The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the statements certification above: (If no exceptions exist, state “No exceptions to note.”) EXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME Fax ToAPPIAN CORPORATION By: Name: Title: BANK USE ONLY Received by: AUTHORIZED SIGNER Date: LOAN PAYMENTVerified: FREQUENCY THERAPEUTICS, INC. From Account #________________________________ To Account #______________________________________________ (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized SignatureAUTHORIZED SIGNER Date: Phone NumberCompliance Status: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #________________________________ To Account #______________________________________________ (Loan Account #) (Deposit Account #) Amount of Credit Extension $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for a Credit Extension; 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 such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Eastern Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #:Yes No
Appears in 1 contract
Reporting Covenants Required Complies. Company Prepared Quarterly financial statements Quarterly F/S Quarterly, within 45 days Yes No Annual financial statements YES NO Compliance Certificate Quarterly, within 45 days (except as otherwise noted in Section 6.2(c)) YES NO Borrowing Base Certificate Monthly, within 30 days (except as otherwise noted in Section 6.2(d)) CPA Audited) FYE , Unqualified F/S Annually, within 90 days Yes No Quarterly Compliance Statement Quarterly within 45 days; within 90 days for the quarter ending December 31 Yes No Board projections of FYE within YES NO Annual Business Plan (incl. operating budget) Earlier of (i) 30 days and contemporaneously with any updates after FYE or changes thereto Yes No (ii) 7 days of approval from BOD YES NO If Public: 10-QQ Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K and 8-K Within Annually, within 5 days of SEC filing (95 days) YES NO COVENANTS REQUIRED COMPLIES Remaining Months Liquidity measured on a trailing 6 months bias At all times after filing with SEC Yes No Other Matters Have there been any amendments the aggregate amount of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Statement. Yes No The following are the exceptions with respect to the statements above: (If no exceptions exist, state “No exceptions to note.”) EXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME Fax To: Date: LOAN PAYMENT: FREQUENCY THERAPEUTICS, INC. From Account #________________________________ To Account #______________________________________________ (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #________________________________ To Account #______________________________________________ (Loan Account #) (Deposit Account #) Amount of Credit Extension $ All Borrower’s representations and warranties in the Cash at Bank falls below $50,000,000, 4.00 to 1.00 or Borrower must execute an Amendment to Loan and Security Agreement are trueand Intellectual Property Security Agreement to provide Bank with a perfected first priority security interest on Borrower’s Intellectual Property YES NO N/A Springing Collateral Coverage At all times after the aggregate amount of Borrower’s Cash at Bank falls below $50,000,000, correct and complete Borrower shall maintain a Collateral Coverage Ratio of 1.25 to 1.00 YES NO N/A Creation/Acquisition of Subsidiaries In the then-next Compliance Certificate YES NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all material respects on the date of the request for a Credit Extension; 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 such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Eastern Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s)Agreement, which agreements(s) were previously received and executed by me (us)including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, BERKELEY LIGHTS, INC. Authorized SignatureSigner Name: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #:EXHIBIT E Borrowing Base Certificate [to be attached] EXHIBIT F Form of Amendment to Loan and Security Agreement [to be attached] FORM OF AMENDMENT TO LOAN AND SECURITY AGREEMENT This Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of [ ], by and between EAST WEST BANK (“Bank”) and BERKELEY LIGHTS, INC. (“Borrower”).
Appears in 1 contract
Samples: Loan and Security Agreement (Berkeley Lights, Inc.)
Reporting Covenants Required Complies. Quarterly financial statements Quarterly Company Prepared F/S Monthly, within 30 days YES NO Company Prepared F/S Quarterly, within 45 days Yes No Annual financial statements (YES NO Compliance Certificate Monthly, within 30 days YES NO CPA Audited) FYE Audits, Unqualified F/S Annually, within 90 days Yes No Quarterly Compliance Statement Quarterly within 45 days; within 90 days for the quarter ending December 31 Yes No Board projections of FYE YES NO Intellectual Property Report Quarterly, within 30 days and contemporaneously with any updates or changes thereto Yes No YES NO A/R Aging Monthly, within 30 days YES NO A/P Aging Monthly, within 30 days YES NO Borrowing Base Certificate Monthly, within 30 days YES NO If Public: 10-QQ Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K and 8-K Within Annually, within 5 days after of SEC filing with SEC Yes No Other Matters Have there been any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes(95 days) YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, provide copies of any such amendments or changes with this Compliance Statement. Yes No The following are the exceptions with respect to the statements aboveUNLESS OTHERWISE NOTED: (If no exceptions existMinimum Adjusted Quick Ratio, state “No exceptions to note.”) EXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME Fax To: Date: LOAN PAYMENT: FREQUENCY THERAPEUTICS, INC. From Account #2.50:1.00 _____________:1.00 YES NO tested quarterly Min. Net Income/Max. Loss See Section 6.7(b) $___________________ To Account #______________________________________________ (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized SignatureYES NO Please Enter Below Comments Regarding Covenant Violations: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if The Officer further acknowledges that at any time Borrower is not in compliance with all or a portion of the funds from this loan advance are for an outgoing wire. From Account #________________________________ To Account #______________________________________________ (Loan Account #) (Deposit Account #) Amount of Credit Extension $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for a Credit Extension; 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 such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Eastern Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s)Agreement, which agreements(s) were previously received and executed by me (us)including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, BANK USE ONLY Rec’d By: Authorized SignatureSigner Date: 2nd Signature (if required): Print Reviewed By: Name: Date: Financial Compliance Status: YES/NO Title: Print Name/Title: Telephone #: Telephone #:EXHIBIT F LIBOR Addendum to Loan and Security Agreement
Appears in 1 contract
Reporting Covenants Required Complies. Monthly financial statements and Compliance Certificate Monthly, within 30 days Yes No A/P Aging Reports Monthly, within 30 days Yes No Quarterly financial statements Quarterly Quarterly, within 45 days Yes No Annual financial statements (CPA Audited) FYE within 90 days Yes No Quarterly Compliance Statement Quarterly within 45 days; within 90 days for the quarter ending December 31 Yes No Board projections FYE Operating Budget and Financial Projections Annually, within 30 days of fiscal year end and contemporaneously with within 5 days of any updates or changes thereto material modification Yes No 10-QAnnual audited financial statements and any management letters Annually, 10-K within (i) 120 days for Borrower’s 2023 fiscal year end and 8-K (ii) 90 days of any other fiscal year end Yes No Statements, reports and notices to stockholders or holders of Subordinated Debt Within 5 days of delivery Yes No SEC filings Within 5 days after filing with SEC Yes No Other Matters Have there been any amendments Legal action notices and updates Promptly Yes No Board or advisory board materials Within 5 Business Days of or Parent’s Board meeting Yes No Board minutes Within 5 Business Days of Parent’s Board meeting Yes No IP report At the end of each fiscal quarter Yes No Bank account statements (with transaction detail) Together with monthly financial statements Yes No Product related material correspondence, reports, documents and other changes filings Within 5 Business Days Yes No Copies of preferred stock financing documents Together with Compliance Certificate due after closing of such financing Yes No 13-Week Cash Flow Statement and updated bank account statements (i) prior to the capitalization table occurrence of Borrower the Successful Funding Event, within three (3) Business Days after the end of each calendar week, and to (ii) on and after the Operating Documents occurrence of Borrower or any the Successful Funding Event, within three (3) Business Days after the last day of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Statement. each month Yes No The following are the exceptions with respect to the statements above: Qualifying Payment Notice Two (If no exceptions exist, state “No exceptions to note.”2) EXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME Fax To: Date: LOAN PAYMENT: FREQUENCY THERAPEUTICS, INC. From Account #________________________________ To Account #______________________________________________ (Deposit Account #) (Business Days after a Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or Party has knowledge of receiving a portion of the funds from this loan advance are for an outgoing wire. From Account #________________________________ To Account #______________________________________________ (Loan Account #) (Deposit Account #) Amount of Credit Extension $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for a Credit Extension; 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 such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Eastern Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #:Qualified Payment Yes No
Appears in 1 contract
Samples: Loan, Guaranty and Security Agreement (ASLAN Pharmaceuticals LTD)
Reporting Covenants Required Complies. Quarterly financial statements Quarterly within 45 days Yes No Annual financial statements (CPA Audited) FYE within 90 days Yes No Quarterly Compliance Statement Quarterly within 45 days; within 90 days for the quarter ending December 31 Yes No Board projections FYE Company Prepared Monthly F/S Monthly, within 30 days (45 days for last month of each fiscal quarter and contemporaneously with any updates or changes thereto Yes No 10-Qeach month after an IPO) YES NO CPA Audited, 10-K and 8-K Within 5 Unqualified F/S Annually, within 150 days of FYE (90 days after filing an IPO) YES NO Borrowing Base Certificate Monthly, within 20 days after the 10th of each month YES NO A/R & A/P Agings Monthly, within 30 days YES NO Student bad debt payable liability report Quarterly, within 30 days YES NO Annual Projections Annually, within 30 days of FYE YES NO Intellectual Property Report Quarterly, within 30 days YES NO Total amount of Borrower’s cash and investments Amount: $ YES NO Total amount of Borrower’s cash and investments maintained with SEC Yes No Other Matters Have there been any amendments Agent Amount: $ YES NO DESCRIPTION APPLICABLE Cross default with other agreements >$200,000 (Section 9.1(f)) Notify promptly upon notice YES NO Judgments/Settlements > $200,000 (Section 9.1(j)) Notify promptly upon notice YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED Minimum Revenue (tested quarterly) See Section 7.9(a) $ YES NO Minimum Adjusted Quick Ratio 1.10:1.00 :1.00 YES NO Core Program Profitability $ $ YES NO Confidential and Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES Permitted Debt for financed fixed or capital assets (Section 8.1(c)) <$ $ YES NO Permitted unsecured Debt (Section 8.1(h)) <$ $ YES NO Permitted Liens re financed fixed or capital assets (Section 8.2(b)) <$ $ YES NO Permitted Asset Sales (Section 8.4(f)) <$ $ YES NO Permitted stock repurchases (Section 8.5(b)) <$200,000 $ YES NO Permitted Capital Expenditures (Section 8.6) <$ $ YES NO Permitted Investments of or other changes to the capitalization table of Borrower and to the Operating Documents of Subsidiaries into Subs/Borrower or any Borrower into Subs (Section 8.7(d)) <$200,000/<$2,000,000 re Borrower in 2Tor HK LLC $ YES NO Permitted joint ventures/strategic alliances (Section 8.7(e)) <$200,000 $ YES NO Permitted loans/advances to employees/officers/directors (Section 8.7(g)) <$200,000 $ YES NO Permitted Investments constituting deposits re the purchase of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Statementgoods/services (Section 8.7(h)) <$ $ YES NO Permitted other Investments (Section 8.7(i)) <$ $ YES NO Please Enter Below Comments Regarding Violations: Confidential and Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. Yes No THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. The following are the exceptions with respect to the statements above: (If no exceptions exist, state “No exceptions to note.”) EXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME Fax To: Date: LOAN PAYMENT: FREQUENCY THERAPEUTICS, INC. From Account #________________________________ To Account #______________________________________________ (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #________________________________ To Account #______________________________________________ (Loan Account #) (Deposit Account #) Amount of Credit Extension $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for a Credit Extension; 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 such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Eastern Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #Representative hereby certifies that:
Appears in 1 contract
Samples: Joinder Agreement (2U, Inc.)
Reporting Covenants Required Complies. Quarterly financial statements Quarterly within 45 days Yes No Annual financial statements (CPA Audited) FYE within 90 days Yes No Quarterly Compliance Statement Quarterly within 45 days; within 90 days for the quarter ending December 31 Yes No Board projections FYE Company Prepared F/S Monthly, within 30 days and contemporaneously with any updates or changes thereto Yes No (45 days post-IPO) YES NO Compliance Certificate Monthly, within 30 days (45 days post-IPO) YES NO CPA Audits, Unqualified F/S Annually, within 150 days of FYE YES NO Board Approved Projections Annually, by 4/30 of each year YES NO Bookings Report Quarterly, within 30 days (45 days post-IPO) YES NO Renewal Rate Report Quarterly, within 30 days (45 days post-IPO) YES NO A/R Aging Monthly, within 30 days (45 days post-IPO) YES NO A/P Aging Monthly, within 30 days (45 days post-IPO) YES NO Borrowing Base Certificate Monthly, within 30 days (45 days post-IPO) YES NO Intellectual Property Report Quarterly, within 30 days (45 days post-IPO) If Public: 10-QQ Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K and 8-K Within Annually, within 5 days after of SEC filing (95 days) YES NO FINAICIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, DURING ANY COVENANT TEST PERIOD Adjusted Revenue At all times before 4/30/12: $75,000,000.00 On 4/30/12 and thereafter: $100,000,000.00 $ YES NO Cash at Bank See Section 6.7(b) $ YES NO EXPENDITURE COVENANTS REQUIRED ACTUAL COMPLIES Capital Expenditures < $3,000,000.00 annually $ YES NO Capitalized Software Expenses < $10,000,000.00 annually $ YES NO Please Enter Below Comments Regarding Covenant Violations: The Officer further acknowledges that at any time Borrower is not in compliance with SEC Yes No Other Matters Have there been any amendments of or other changes to all the capitalization table of Borrower and to terms set forth in the Operating Documents of Borrower or any of its Subsidiaries? If yesAgreement, provide copies of any such amendments or changes with this Compliance Statementincluding, without limitation, the financial covenants, no credit extensions will be made. Yes No The following are the exceptions with respect to the statements aboveVery truly yours, BANK USE ONLY Rec’d By: (If no exceptions exist, state “No exceptions to note.”) EXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME Fax ToAuthorized Signer Date: Reviewed By: Date: LOAN PAYMENTName: FREQUENCY THERAPEUTICS, INC. From Account #________________________________ To Account #______________________________________________ (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized SignatureFinancial Compliance Status: Phone Number: Print NameYES/NO Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion EXHIBIT F Prime Referenced Rate Addendum To Loan and Security Agreement This Prime Referenced Rate Addendum to Loan and Security Agreement (this “Addendum”) is entered into as of January 31, 2012, by and between Comerica Bank (“Bank”) and Bazaarvoice, Inc. (“Borrower”). This Addendum supplements the funds from this loan advance are for an outgoing wire. From Account #________________________________ To Account #______________________________________________ (Loan Account #) (Deposit Account #) Amount terms of Credit Extension $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for a Credit Extension; 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 dated as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all July 18, 2007 (as the same may be amended, modified, supplemented, extended or a portion of funds restated from time to time, the loan advance above is to be wired. Deadline for same day processing is noon, Eastern Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc“Agreement”).): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #:
Appears in 1 contract
Reporting Covenants Required Complies. Quarterly Monthly consolidated financial statements with Compliance Certificate Monthly within 30 days Yes No Updated structure chart Quarterly within 45 days Yes No Annual financial statements (CPA Audited) FYE within 90 180 days Yes No Quarterly Compliance Statement Quarterly within 45 days; within 90 days for the quarter ending December 31 Yes No Board projections FYE within 30 days and contemporaneously with any updates or changes thereto Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Other Matters Have there been any amendments Board-approved projections Within 60 days of the earlier of (i) FYE or other changes to (ii) approval by the capitalization table Board of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Statement. Directors Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) The following are the exceptions with respect to the statements certification above: (If no exceptions exist, state “No exceptions to note.”) UPSTART HOLDINGS, INC. BANK USE ONLY Received by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER UPSTART NETWORK, INC. Date: Compliance Status: Yes No By: Name: Title: EXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN PACIFIC TIME Fax To: Date: LOAN PAYMENT: FREQUENCY THERAPEUTICSUPSTART HOLDINGS, INC. on behalf of all Co-Borrowers From Account #________________________________ To Account #______________________________________________ (Deposit Account #) (Loan Account #) Principal $ $____________________________________ and/or Interest $ $________________________________________ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #________________________________ To Account #______________________________________________ (Loan Account #) (Deposit Account #) Amount of Credit Extension $ Growth Capital Advance $15,000,000 All Borrower’s Co-Borrowers’ representations and warranties in the Mezzanine Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for a Credit Extensionan 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 such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Eastern Pacific Time Beneficiary Name: _____________________________ Amount of Wire: $ $_____________________________ Beneficiary Bank: ______________________________ Account Number: :_____________________________ City and State: ______________________________ Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: ___________________________ 2nd Signature (if required): _______________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________ Telephone #: Telephone #: _____________________________ CORPORATE BORROWING CERTIFICATE CO-BORROWER A: UPSTART HOLDINGS, INC. Date: October 22, 2018 BANK: SILICON VALLEY BANK I hereby certify, solely in my capacity as an officer of the company and not in my individual capacity, as follows, as of the date set forth above:
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (Upstart Holdings, Inc.)
Reporting Covenants Required Complies. Quarterly financial statements with Compliance Statement and UBS Account Statements Quarterly within 45 days (90 days for the fourth quarter of each fiscal year) Yes No UBS Account Statements Quarterly within 30 days (monthly within 30 days after the funding of the Second Tranche) Annual financial statements (CPA Audited) FYE within 90 180 days Yes No Quarterly Compliance Statement Quarterly within 45 days; within 90 days for the quarter ending December 31 Yes No Board projections FYE within 30 days and contemporaneously with any updates or changes thereto Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Other Matters Have there been any amendments of or other changes to the capitalization table of Borrower Board approved projections No later than 45 days after FYE and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Statement. as amended/updated Yes No The following are the exceptions with respect to the statements above: (If no exceptions exist, state “No exceptions to note.”) EXHIBIT C – B LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN PACIFIC TIME Fax To: Singular Genomics Systems, Inc. Date: LOAN PAYMENT: FREQUENCY THERAPEUTICS, INC. From Account #________________________________ # To Account #______________________________________________ # (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: Phone Number: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #________________________________ # To Account #______________________________________________ # (Loan Account #) (Deposit Account #) Amount of Credit Extension Term Loan Advance $ All Borrower’s representations and warranties in the Amended and Restated Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for a Credit Extensionan 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 true and complete correct in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: Phone Number: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Eastern Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: CORPORATE BORROWING CERTIFICATE BORROWER: Singular Genomics Systems, Inc. DATE: September 30, 2021 BANK: Silicon Valley Bank I hereby certify as follows, as of the date set forth above:
Appears in 1 contract
Samples: Loan and Security Agreement (Singular Genomics Systems, Inc.)
Reporting Covenants Required Complies. Company Prepared Quarterly financial statements Quarterly within 45 days Yes No Annual financial statements (CPA Audited) FYE within 90 days Yes No Quarterly Compliance Statement Quarterly within 45 days; within 90 days for the quarter ending December 31 Yes No Board projections FYE F/S End of each Fiscal Quarter, within 30 days and contemporaneously with any updates YES NO Compliance Certificate End of each Fiscal Quarter, within 30 days YES NO CPA Audited, Unqualified F/S Annually, within 150 days of FYE YES NO Borrowing Base Cert, A/R, A/P Agings& Inventory summary If Borrower's Cash at Bank is $20,000,000 or changes thereto Yes No 10-Qless, 10-K and 8-K Within within 30 days of FQE YES NO Annual Board Approved Projections By 1/31 YES NO Collateral Audit Annually YES NO Intellectual Property Report Quarterly, within 30 days YES NO If Public: 10Q Quarterly, within 5 days after of SEC filing (50 days) YES NO 10K Annually, within 5 days of SEC filing (95 days) YES NO Total amount of Borrower's cash and investments Amount: $ YES NO Total amount of Borrower's cash andInvestments maintained with SEC Yes No Other Matters Have there been any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yesBank Amount: $ YES NO Capital Expenditures < $10,000,000 YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED QUARTERLY, provide copies of any such amendments or changes with this Compliance Statement. Yes No The following are the exceptions with respect to the statements aboveUNLESS OTHERWISE NOTED: Tangible Net Worth (If no exceptions exist, state “No exceptions to note.”tested if Cash at Bank is less than $20,000,000) EXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME Fax To: Date: LOAN PAYMENT: FREQUENCY THERAPEUTICS, INC. From Account #________________$50,000,000 $________________ To Account #______________________________________________ (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized SignatureYES NO Please Enter Below Comments Regarding Violations: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if The Officer further acknowledges that at any time a Borrower is not in compliance with all or a portion of the funds from this loan advance are for an outgoing wire. From Account #________________________________ To Account #______________________________________________ (Loan Account #) (Deposit Account #) Amount of Credit Extension $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for a Credit Extension; 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 such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Eastern Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s)Agreement, which agreements(s) were previously received and executed by me (us)including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, Authorized Signature: 2nd Signature (if required): Print Name/Signer Name Title: Print Name/Title: Telephone #: Telephone #:
Appears in 1 contract
Reporting Covenants Required Complies. Quarterly financial statements Financial Statements with Compliance Statement Quarterly within 45 days and FYE within 90 days Yes No Annual financial statements (CPA Audited) FYE within 90 180 days Yes No Quarterly Compliance Statement Quarterly within 45 days; within 90 days for the quarter ending December 31 Yes No Board projections FYE within 30 days and contemporaneously with any updates or changes thereto Yes No 10-Q, 10-K and 8-K Within 5 days Business Days after filing with SEC Yes No N/A Board approved projections FYE within 30 days and within 30 days, as amended/updated, in each case as approved by the Board Yes No Other Matters Have there been any material amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its SubsidiariesBorrower? If yes, provide copies of any such amendments or changes with this Compliance Statement. Yes No The following are the exceptions with respect to the statements above: (If no exceptions exist, state “No exceptions to note.”) 295054968.4 354271-000499" "" 295054968.4 354271-000499 EXHIBIT C – B LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME Fax ToDeadline for same day processing is Noon Pacific Time fax to: Date: LOAN PAYMENT_____________________ Loan Payment: FREQUENCY THERAPEUTICSSI-BONE, INC. From Account #________________________________ To Account #______________________________________________ (Deposit Account #) (Loan Account #) Principal $ $____________________________________ and/or Interest $ $_____________________________ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCELoan Advance: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #________________________________ To Account #______________________________________________ (Loan Account #) (Deposit Account #) Amount of Credit Extension $ Term Loan Advance $___________________________ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for a Credit Extensionan 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 true and complete correct in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST295054968.4 354271-000499" "" 295054968.4 354271-000499 outgoing wire request: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Eastern Pacific Time Beneficiary Name: ____________________________ Amount of Wire: $ Beneficiary Bank: _____________________________ Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #:: 295054968.4 354271-000499" "" 295054968.4
Appears in 1 contract
Reporting Covenants Required Complies. Quarterly financial statements Quarterly within 45 days Yes No Annual financial statements (CPA Audited) FYE within 90 days Yes No Quarterly Compliance Statement Quarterly within 45 days; within 90 days for the quarter ending December 31 Yes No Board projections FYE Company Prepared Monthly F/S Monthly, within 30 days and contemporaneously YES NO Compliance Certificate Monthly, within 30 days YES NO CPA Audited, Unqualified F/S Annually, within 120 days of FYE YES NO Borrowing Base Certificate Weekly, by the 2nd day of each week YES NO A/R & A/P Agings Monthly, within 30 days YES NO Annual Forecast Annually, within 30 days of FYE YES NO Inventory Report Monthly, within 30 days YES NO Patents/Trademarks Notify promptly upon application/registration with any updates or changes thereto Yes USPTO YES NO Copyrights Notify within 30 days of application/registration with YES NO US Copyright Office Audit Semi-annual YES NO No Default Certificate Monthly, within 30 days / Annually, within 120 days of FYE YES NO If Public: 10-QQ Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K and 8-K Within Annually, within 5 days after of SEC filing (95 days) YES NO Total amount of Borrower's cash and Amount: $N/A YES NO investments Total amount of Borrower's cash and Amount: $N/A YES NO investments maintained with SEC Yes Bank DESCRIPTION APPLICABLE No Other Matters Have there been any amendments of or events that would have a Material Notify promptly upon notice YES NO Adverse Effect Inventory Disputes > $100,000 Notify promptly upon notice YES NO Mergers & Acquisitions > $0 Notify promptly upon notice YES NO Cross default with other changes to the capitalization table of Borrower agreements Notify promptly upon notice YES NO >$100,000 Judgement > $100,000 Notify promptly upon notice YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED: Maximum Leverage Ratio 2.75:1.00 :1.00 YES NO Maximum Cash Flow Leverage Ratio 2.50:1.00 :1.00 YES NO 6/30/10, Minimum Trailing 12 Month EBITDA $3,500,000 $ YES NO 09/30/10 and to the Operating Documents of Borrower or any of its Subsidiaries? If yesafter, provide copies of any such amendments or changes with this Compliance Statement. Yes No The following are the exceptions with respect to the statements above: (If no exceptions exist, state “No exceptions to note.”) EXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME Fax To: Date: LOAN PAYMENT: FREQUENCY THERAPEUTICS, INC. From Account #______________Minimum Trailing 12 Month $4,000,000 $ YES NO EBITDA OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Purchase Money Debt <$500,000 per year __________________ To Account #____________________________YES NO Permitted Investments for stock repurchase <$250,000 per year __________________ (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are YES NO Permitted Investments for an outgoing wire. From Account #______________subsidiaries <$0 __________________ To Account #____________________________YES NO Permitted Investments for employee loans <$250,000 per year __________________ (Loan Account #) (Deposit Account #) Amount of Credit Extension $ All Borrower’s representations and warranties YES NO Permitted Investments for joint ventures <$0 __________________ YES NO Liens Securing Permitted Purchase Money <$500,000 per year __________________ YES NO Debt Permitted Transfers <$0 __________________ YES NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in the Loan and Security Agreement are true, correct and complete in compliance with all material respects on the date of the request for a Credit Extension; 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 such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Eastern Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(sAgreement, including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name: Title: EXHIBIT F OPINION OF COUNSEL June 25, 2010 Comerica Bank 00000 Xx Xxxxxx Xxxx, Xxxxx 000X Xxx Xxxxx, XX 00000 Ladies and Gentlemen: This opinion is furnished to you pursuant to the Credit Agreement dated the date hereof (the "Credit Agreement") covering funds transfer service(sbetween Nexx Systems, Inc., a Delaware corporation, as borrower (the "Borrower"), which agreements(s) were previously received and executed by me Comerica Bank, as Lender (us"Lender"). Authorized Signature: 2nd Signature Capitalized terms used in this opinion which are otherwise not defined herein have the meanings set forth in the Credit Agreement. We have acted as general corporate counsel to the Borrower in connection with the preparation, execution and delivery of the following documents (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #:collectively, the "Loan Documents"):
Appears in 1 contract
Samples: Credit Agreement (Nexx Systems Inc)
Reporting Covenants Required Complies. Quarterly financial statements Quarterly within 45 days Yes No Annual financial statements (CPA Audited) FYE within 90 days Yes No Quarterly Compliance Statement Quarterly within 45 days; within 90 days for the quarter ending December 31 Yes No Board projections FYE Company Prepared Monthly F/S Monthly, within 30 days and contemporaneously with any updates or changes thereto Yes No YES NO Compliance Certificate Monthly, within 30 days YES NO CPA Audited, Unqualified F/S Annually, within 180 days of FYE YES NO Borrowing Base Cert., A/R & A/P Agings Monthly, within 20 days YES NO Annual Business Plan (incl. operating budget) By 1/31 YES NO Monthly Backlog Report Monthly, within 30 days YES NO Audit Semi-annual YES NO If Public: 10-QQ Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K and 8-K Within Annually, within 5 days after of SEC filing with SEC Yes No Other Matters Have there been any amendments (95 days) YES NO Total amount of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Statement. Yes No The following are the exceptions with respect to the statements above: (If no exceptions exist, state “No exceptions to note.”) EXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME Fax To: Date: LOAN PAYMENT: FREQUENCY THERAPEUTICS, INC. From Account #________________________________ To Account #______________________________________________ (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #________________________________ To Account #______________________________________________ (Loan Account #) (Deposit Account #) Amount of Credit Extension $ All Borrower’s representations cash and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for a Credit Extension; 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 such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Eastern Time Beneficiary Name: Amount of Wireinvestments Amount: $ Beneficiary BankYES NO Total amount of Borrower’s cash and investments maintained with Bank Amount: Account Number$ YES NO REPORTING COVENANTS DESCRIPTION APPLICABLE Legal Action > $100,000 Notify promptly upon notice YES NO Inventory Disputes > $100,000 Notify promptly upon notice YES NO Mergers & Acquisitions > $100,000 Notify promptly upon notice YES NO Cross default with other agreements Notify promptly upon notice YES NO > $100,000 YES NO Judgment > $100,000 Notify promptly upon notice YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases <$250,000 YES NO Permitted Investments for stock repurchase <$100,000 YES NO Permitted Investments for subsidiaries <$100,000 YES NO Permitted Investments for employee loans <$100,000 YES NO Permitted Investments for joint ventures <$100,000 YES NO Permitted Liens for equipment leases <$250,000 YES NO Permitted Transfers <$100,000 YES NO Please Enter Below Comments Regarding Violations: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree The Officer further acknowledges that my (our) funds transfer request shall be processed at any time Borrower is not in accordance compliance with and subject to all the terms and conditions set forth in the agreements(s) covering funds transfer service(s)Agreement, which agreements(s) were previously received and executed by me (us)including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, Authorized SignatureSigner Name: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #:EXHIBIT E PRIME REFERENCED ADDENDUM TO LOAN AND SECURITY AGREEMENT [please see attached] SCHEDULE OF EXCEPTIONS Permitted Indebtedness (Section 1.1) Permitted Investments (Section 1.1) Permitted Liens (Section 1.1) Prior Names (Section 5.5) Litigation (Section 5.6) Inbound Licenses (Section 5.12)
Appears in 1 contract
Samples: Loan and Security Agreement (Complete Genomics Inc)
Reporting Covenants Required Complies. Quarterly financial statements Quarterly Consolidated F/S, Customer Detail Report Quarterly, within 45 days Yes No Annual financial statements (of calendar quarter YES NO Compliance Certificate Quarterly, within 45 days of calendar quarter YES NO CPA Audited) FYE Audits, Unqualified F/S Annually, within 90 days Yes No Quarterly Compliance Statement Quarterly of FYE YES NO A/R Aging So long as there are Advances outstanding, quarterly, within 25 days of calendar quarter YES NO A/P Aging So long as there are Advances outstanding, quarterly, within 25 days of calendar quarter YES NO Borrowing Base Certificate So long as there are Advances outstanding, quarterly, within 25 days of calendar quarter YES NO Standby Letters of Credit So long as there are Advances outstanding, quarterly, within 25 days YES NO Budgets, sales projections and operating plans Annually, within 30 days of FYE YES NO If Public: 10-Q Quarterly, within 45 days; days of calendar quarter YES NO 10-K Annually, within 90 days for the quarter ending December 31 Yes No Board projections of FYE within 30 days and contemporaneously with any updates or changes thereto Yes No 10-QYES NO FINANCIAL COVENANTS REQUIRED ACTUAL TO BE REPORTED QUARTERLY, 10-K and 8-K Within 5 days after filing with SEC Yes No Other Matters Have there been any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Statement. Yes No The following are the exceptions with respect to the statements aboveUNLESS OTHERWISE NOTED: Minimum Liquidity Ratio 1.50:1.00 :1.00 YES NO Minimum TNW Plus Subordinated Debt (If no exceptions exist, state “No exceptions to note.”tested quarterly) EXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME Fax To: Date: LOAN PAYMENT: FREQUENCY THERAPEUTICS, INC. From Account #________________________________ To Account #______________________________________________ (Deposit Account #See Section 6.7(b) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #________________________________ To Account #______________________________________________ (Loan Account #Agreement $ YES NO Cash Percentage Cash to be at least 35% of Consolidated Cash Cash: $ Consolidated Cash: $ YES NO Minimum Cash re Outstanding Utilizations See Section 6.7(d) (Deposit Account #) Amount of Credit Extension $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for a Credit Extension; provided, however, Agreement $ YES NO Please Enter Below Comments Regarding Covenant Violations: The Officer further acknowledges that such materiality qualifier shall at any time Borrower is 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 compliance with all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Eastern Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s)Agreement, which agreements(s) were previously received and executed by me (us)including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, Authorized SignatureSigner Name: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #:
Appears in 1 contract
