TERM LOAN AGREEMENT
EXHIBIT 10.1
THIS TERM LOAN AGREEMENT (this "Agreement") is entered into as of September 21, 2018, by and between Vicon Industries, Inc., a New York corporation ("Borrower"), and NIL Funding Corporation, a Delaware corporation ("Lender").
Borrower has requested that Lender extend credit to Borrower as described below, and Lender has agreed to provide such credit to Borrower on the terms and conditions contained herein.
ARTICLE I
SECTION 1.1. FACILITY A LOAN.
(a) Facility A Loan. Subject to the terms and conditions of this Agreement, Lender hereby agrees to make, in a single advance, a loan to the Borrower on the date hereof, in the amount of $1,796,000, the proceeds of which shall be used to satisfy certain existing indebtedness of the Borrower to the Lender. Borrower's obligation to repay the Facility A Loan shall be evidenced by that certain promissory note of even date herewith ("Facility A Promissory Note"), all terms of which are incorporated herein by this reference.
(b) Limitation on Facility A Outstanding Indebtedness. Outstanding indebtedness under the Facility A Loan, shall not at any time exceed an aggregate of Eighty Five and No/100 percent (85.0%) of Borrower's eligible accounts receivable that are less than ninety (90) days old, plus Seventy Five and No/100 percent (75.0%) of Borrower's eligible accounts receivable that are between ninety (90) and one hundred twenty (120) days old, plus Sixty Five and No/100 percent (65.0%) of any of Borrower’s eligible accounts receivable which represent an obligation of any state or municipal government or of the United States government or any political subdivision thereof that are less than ninety (90) days old, plus Sixty Five and No/100 percent (65.0%) of any of Borrower’s eligible accounts receivable which represent an obligation of an account debtor located in a foreign country that are less than ninety (90) days old. All of the foregoing shall be determined by Lender upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Lender may from time to time reasonably require. Borrower acknowledges that said borrowing base was established by Lender with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower's gross sales for said period. If such dilution of Borrower's accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower's gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Lender reasonably believes may affect payment of any portion of Borrower's accounts, Lender, in its reasonable discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower's eligible accounts receivable.
As used herein, "eligible accounts receivable" shall consist solely of trade accounts created in the ordinary course of Borrower's business, upon which Borrower's right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Lender has a perfected security interest of first priority, and shall not include:
(i) any account that has been outstanding more than 120 days from the date of the invoice;
(ii) that portion of any account for which there exists any right of setoff, defense or discount (except regular discounts allowed in the ordinary course of business to promote prompt payment) or for which any defense or counterclaim has been asserted;
(iii) any account which arises from the sale or lease to or performance of services for, or represents an obligation of, an employee, affiliate, partner, member, parent or subsidiary of Borrower;
(iv) that portion of any account, which represents interim or progress xxxxxxxx or retention rights on the part of the account debtor;
(v) any account which represents an obligation of any account debtor when twenty percent (20%) or more of Borrower's accounts from such account debtor are not eligible pursuant to (i) above;
(vi) that portion of any account from an account debtor which represents the amount by which Borrower's total accounts from said account debtor exceeds twenty-five percent (25%) of Borrower's total accounts;
(vii) any account as to which there is a dispute, offset, defense, or counterclaim with respect to the goods delivered or work performed giving rise to the account; and
(viii) any account deemed ineligible by Lender when Lender, in its reasonable discretion, deems the creditworthiness or financial condition of the account debtor, or the industry in which the account debtor is engaged, to be unsatisfactory.
(c) Borrowing and Repayment. Amounts borrowed under the Facility A Loan and repaid may not be reborrowed. Amounts owed under the Facility A Loan shall never exceed the maximum principal amount permitted pursuant to Section 1.1(b). In the event indebtedness under the Facility A Loan does exceed the maximum amount permitted pursuant to Section 1.1(b), Borrower shall immediately pay to Lender such amount necessary for the amount outstanding thereunder to be in compliance with the terms of Section 1.1(b).
(a) Interest. The outstanding principal balance of the Facility B Loan shall bear interest at the rate of Eight and 85/100 percent (8.85%) per annum.
(b) Borrowing and Repayment. Amounts borrowed under the Facility B Loan and repaid may not be reborrowed.
SECTION 1.6 COLLATERAL. As security for all indebtedness and other obligations of Borrower to Lender, Borrower, hereby grants to Lender security interests of first priority in all Borrower's property, subject to certain exceptions pursuant to the terms of the Borrower Security Agreement (as defined herein).
All of the foregoing shall be evidenced by and subject to the terms of such security agreements (the “Borrower Security Agreement”), financing statements, and other documents as Lender shall reasonably require, all in form and substance satisfactory to Lender. Borrower shall pay to Lender immediately upon demand the full amount of all charges, costs and expenses (to include fees paid to third parties), expended or incurred by Lender in connection with any of the foregoing security, including without limitation, filing and recording fees and costs of appraisals, audits and title insurance; provided that the cost of such appraisals, audits and title insurance shall not exceed $500.
In addition, IQin, TeleSite, Vicon Industries, and Vicon Systems shall grant security interests of first priority on all of their respective property (collectively, with the Borrower Security Agreement, the “Security Agreements”), subject to certain exceptions as set forth in the Security Agreements. Further, Vicon shall execute a deposit account control agreement with Lender, in form and substance satisfactory to Lender (the “DACA”).
ARTICLE II
Borrower makes the following representations and warranties to Lender, which representations and warranties shall survive the execution of this Agreement and shall continue in full force and effect until the full and final payment, and satisfaction and discharge, of all obligations of Borrower to Lender subject to this Agreement.
principles consistently applied. Since the dates of such financial statements there has been no material adverse change in the financial condition of Borrower, nor has Borrower mortgaged, pledged, granted a security interest in or otherwise encumbered any of its assets or properties except in favor of Lender or as otherwise permitted by Lender in writing.
SECTION 2.12 SUBSIDIARIES; EQUITY INTERESTS. Schedule 2.12 sets forth the name, address of principal place of business, jurisdiction of formation and US taxpayer identification number (or in the case of a non-US Subsidiary that does not have a US taxpayer identification number, its unique identification number issued to it by its jurisdiction of formation) of each Subsidiary and, as to each such Subsidiary, the percentage of each class of equity interest owned by the Borrower, and there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments relating to any equity interest of the Borrower or any Subsidiary. "Subsidiary" as to the Borrower, means any corporation, partnership, limited liability company, joint venture, business entity, trust or estate of or in which more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class of such corporation may have voting power upon the happening of a contingency), (b) the interest in the capital or profits of such partnership, limited liability company, or joint venture or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower. All of the outstanding equity interests in each Subsidiary have been validly issued, are fully paid and non-assessable and are owned by the Borrower free and clear of all Liens except
those created under the Loan Documents. All of the outstanding equity interests in the Borrower have been validly issued, are fully paid and non-assessable.
SECTION 2.13 INTELLECTUAL PROPERTY.
(a)All domestic and foreign patents, patent applications, copyrighted works, copyright applications, and registrations, trade names, trademarks and service marks, registered trademarks, and trademark applications, registered service marks and service xxxx applications which are used by, owned by or licensed to the Borrower or any of its Subsidiaries (collectively, the "Intellectual Property") are listed on Schedule 2.13, which schedule indicates, with respect to each, the nature of the Borrower's interest therein and the expiration date thereof or the date on which the Borrower’s interest therein terminates.
(b)(i) Use of the Intellectual Property and any other intellectual property used by the Borrower and its Subsidiaries does not require the consent of any other person and the same is freely transferable; (ii) the Intellectual Property is owned exclusively by the Borrower, free and clear of any attachments, liens, encumbrances, or adverse claims; and (iii) neither the Borrower's or its Subsidiaries’ present or contemplated activities, products, or services infringe, misappropriate, dilute, impair, or constitute unfair competition with respect to any patent, trade name, trademark, copyright, or other proprietary rights of others.
(c)No other person has an interest in or right or license to use, or the right to license others under, the Intellectual Property. There is no infringement of any of the Intellectual Property by others, nor is any of the Intellectual Property subject to any outstanding order, decree, judgment, stipulation, settlement, lien, charge, encumbrance, or attachment. No claim or demand has been made and no proceeding has been filed or, to the knowledge of Borrower, is threatened to be filed charging the Borrower with infringement of any patent, trade name, trademark, service xxxx, or copyright. There are no royalties, fees, or other payments payable by or on behalf of the Borrower or the Subsidiaries to any person with respect to any of the Intellectual Property.
ARTICLE III
(a) Approval of Lender Counsel. All legal matters incidental to the transactions contemplated hereby shall be satisfactory to Lender's counsel.
(b) Documentation. Lender shall have received, in form and substance satisfactory to Lender, each of the following, duly executed:
(i) This Agreement and each promissory note or other instrument or document required hereby.
(ii) Security Agreements executed by Borrower, IQin, TeleSite, Vicon Industries, and Vicon Systems;
(iii) Guaranty Agreements executed by IQin, TeleSite, Vicon Industries, and Vicon Systems;
(iv) Deposit Account Control Agreement executed by Borrower.
(v) (A) a certificate of the Secretary of Borrower certifying the current Articles of Incorporation and Bylaws of Borrower; (B) a true and complete copy of resolutions adopted by the Board of Directors of Borrower; and (C) a certificate executed by the Secretary of Borrower certifying as to the incumbency and genuineness of the signature of each officer of the Borrower;
(vi) (A) a certificate of the Secretary of IQin certifying the current Articles of Incorporation and Bylaws of IQin; (B) a true and complete copy of resolutions adopted by the Board of Directors of IQin; and (C) a certificate executed by the Secretary of IQin, certifying as to the incumbency and genuineness of the signature of each officer of IQin;
(vii) (A) a certificate of the Secretary of TeleSite certifying the current Articles of Incorporation of TeleSite; (B) a true and complete copy of resolutions adopted by the Board of Directors of TeleSite; and (C) a certificate executed by the Secretary of TeleSite, certifying as to the incumbency and genuineness of the signature of each officer of TeleSite;
(viii) (A) a certificate of an officer of Vicon Industries certifying the current Certificate of Incorporation and Memorandum and Articles of Association of Vicon Industries; (B) a true and complete copy of resolutions adopted by the Board of Directors of Vicon Industries; and (C) a certificate executed by the Board of Directors of Vicon Industries, certifying as to the incumbency and genuineness of the signature of each officer of Vicon Industries;
(ix) (A) a certificate of an officer of Vicon Systems certifying the current Memorandum of Association and Articles of Association of Vicon Systems; (B) a true and complete copy of resolutions adopted by the Board of Directors of Vicon Systems; and (C) a certificate executed by the Board of Directors of Vicon Systems, certifying as to the incumbency and genuineness of the signature of each officer of Vicon Systems;
(x) The Lender shall have received certificates as of a recent date of the Borrower's good standing under the laws of each state where the Borrower is incorporated and authorized to transact business;
(xi) The Lender shall have received a certificate as of a recent date of IQin’s good standing under the laws of the state where IQin is incorporated;
(xii) The Lender shall have received a certificate as of a recent date of TeleSite’s good standing under the laws of the state where TeleSite is incorporated;
(xiii) The Lender shall have received a certificate as of a recent date of Vicon Industries’ good standing under the laws of the jurisdiction where Vicon Industries is incorporated;
(xiv) The Lender shall have received a certificate as of a recent date of Vicon Systems’ good standing under the laws of the jurisdiction where Vicon Systems is incorporated;
(xv) An opinion of counsel to Borrower, IQin, TeleSite, Vicon Industries, and Vicon Systems in form and content reasonably satisfactory to Lender and its counsel;
(xvi) Evidence of current hazard/casualty insurance and liability insurance of Borrower and its Subsidiaries, in amounts and otherwise satisfactory to Lender; and
(xvii) Such other documents as Lender may reasonably require.
(a)Fees. Borrower shall reimburse Lender for all fees incurred herewith, up to Twenty Thousand Five and No/100 Dollars ($25,000.00), and pay to Lender the commitment fee described in Section 1.7.
(b)Valerus and ViconNet. Borrower shall deliver to Lender all source code, object code, script, html files, and all supporting files and documents related to all versions of the current and previous software, including all associated with peripherals, storage devices, endpoints, and similar remote, network devices related to Valerus Video Management Software and ViconNet Video Management Software, which the Lender shall hold in escrow.
ARTICLE IV
Borrower covenants that so long as any indebtedness of Borrower to Lender remains outstanding, or any liabilities (whether direct or contingent, liquidated or unliquidated) of Borrower to Lender under any of the Loan
Documents remain outstanding, and until payment in full of all obligations of Borrower subject hereto, Borrower shall, unless Lender otherwise consents in writing:
SECTION 4.3. FINANCIAL STATEMENTS. Provide to Lender all of the following, in form and detail satisfactory to Lender:
(a) not later than forty-five (45) days after and as of the end of each fiscal quarter of Borrower, a financial statement of Borrower, prepared by Borrower, to include balance sheet, income statement and statement of cash flows and sources;
(b) not later than fifteen (15) days after and as of the end of each month, a borrowing base certificate, in the form attached hereto as Exhibit A, an aged listing of accounts receivable and accounts payable, and a reconciliation of accounts, and immediately upon each request from Lender, a list of the names, addresses, and primary contact persons of all Borrower's account debtors (the “Borrowing Base Certificate”);
(c) not later than forty-five (45) days after and as of the end of each fiscal quarter of Borrower, a compliance certificate, signed by an officer of Borrower, certifying and evidencing compliance with the covenant contained in Section 4.9 below;
(d) together with each Borrower Base Certificate, the Borrower shall submit to the Lender (i) a schedule of all depositary accounts maintained by Borrower, (ii) the cash balance in each of the depositary accounts, and (iii) copies of the monthly bank statement for each account,
(e) not later than thirty (30) days after delivery of each Borrower Base Certificate, the Borrower shall submit to the Lender a current bank statement reconciliations for each account with respect to the monthly bank statements delivered in connection with such Borrower Base Certificate; and
(f) together with each Borrowing Base Certificate, the Borrower shall submit to the Lender a detailed schedule of all Unencumbered Liquid Assets owned by Borrower, in such form as Lender may reasonably require.
(a)Cash;
(b)Demand deposits or interest-bearing time deposits, certificates of deposit or similar banking arrangements held in the United States where either (i) such deposits or other arrangements are held with banks or other financial institutions which have capital and surplus of not less than $100,000,000 or (ii) such deposits are fully FDIC-insured;
(c)Direct obligations of the United States of America in the form of United States Treasury obligations or any governmental agency or instrumentality, whose obligations constitute full faith and credit obligations of the United States of America and which are regularly traded on a public market or exchange;
(d)Bonds and other fixed income instruments (including tax-exempt bonds) from companies or public entities rated investment grade by one of the major rating agencies, and mutual funds that invest substantially all of their assets in such bonds and other fixed income instruments, either owned directly by the Borrower or managed on the Borrower’s behalf by (i) any nationally recognized investment advisor or (ii) any investment advisor who or which has assets under management in excess of $250,000,000;
(e)Mutual funds or money market funds (but excluding “hedge funds”) that invest substantially all of their assets in instruments described above in (a), (b), (c), (d), and/or (e) above and which are quoted in either the Wall Street Journal or Xxxxxx'x.
(f) Any common or preferred stock which is traded on a U.S. national stock exchange or included in the National Market tier of NASDAQ and which (x) is issued by a company with a market capitalization, as of the close of the most recent trading day, of at least $500,000,000, (y) has, as of the close of the most recent trading day, a per share price of at least $10, and (z) is not subject to any restriction or limitation by applicable laws or agreements governing the sale, transfer or other disposition thereof in the public market.
ARTICLE V
Borrower further covenants that so long as any indebtedness of Borrower to Lender remains outstanding, or any liabilities (whether direct or contingent, liquidated or unliquidated) of Borrower to Lender under any of the Loan Documents remain outstanding, and until payment in full of all obligations of Borrower, neither Borrower nor any of Borrower’s Subsidiaries, will without Lender's prior written consent, which may be withheld in Lender’s sole and absolute discretion:
SECTION 5.4. OTHER INDEBTEDNESS. Create, incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (a) the liabilities of Borrower to Lender, (b) unsecured indebtedness of Borrower subordinated to Borrower’s indebtedness to Lender on terms acceptable to Lender in its sole and absolute discretion, and (c) indebtedness in respect of deposits or advances received in the ordinary course of business. For clarification and avoidance of doubt, Lender is under no obligation of any kind to consent to the creation, incurrence, or assumption of any additional indebtedness of any kind by Borrower, and Lender may withhold its consent to any additional Borrower indebtedness for any or no reason.
or liens for taxes, assessments or charges due and payable and subject to interest or penalty that are being contested in good faith; provided that reserves or other applicable provisions as shall be required by GAAP shall be maintained, and (f) liens arising from operating leases and precautionary UCC financing statement filings in respect thereof and equipment or other materials that are not owned by Borrower or its subsidiaries located on the premises of Borrower or such subsidiary in the ordinary course of business.
ARTICLE VI
SECTION 6.1. The occurrence of any of the following shall constitute an "Event of Default" under this Agreement:
(a) Borrower shall fail to pay within three (3) business days when due any principal, interest, fees or other amounts payable under any of the Loan Documents.
(b) Any financial statement or certificate furnished to Lender in connection with, or any representation or warranty made by Borrower or any other party under this Agreement or any other Loan Document shall prove to be incorrect, false or misleading in any material respect when furnished or made.
(c) Any default in the performance of or compliance with any obligation, agreement or other provision contained herein or in any other Loan Document (other than those specifically described as an “Event of Default” in this section 6.1) which is not cured within five (5) business days following the occurrence of such default, except for any default in the performance of or compliance with any obligation contained in Section 1.1(b) and (c) hereof, which must be cured immediately.
(d) Any default in the payment or performance of any obligation in excess of $25,000, or any defined event of default, under the terms of any contract, instrument or document (other than any of the Loan Documents) pursuant to which Borrower has incurred any debt or other liability in excess of $25,000 to any person or entity, including Lender.
(e) Borrower shall become insolvent, or shall suffer or consent to or apply for the appointment of a receiver, trustee, custodian or liquidator of itself or any of its property, or shall generally fail to pay its debts as they become due, or shall make a general assignment for the benefit of creditors; Borrower shall file a voluntary petition in bankruptcy, or seeking reorganization, in order to effect a plan or other arrangement with creditors or any other relief under the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from time to time ("Bankruptcy Code"), or under any state or federal law granting relief to debtors, whether now or hereafter in effect; or Borrower shall file an answer admitting the jurisdiction of the court and the material allegations of any involuntary petition; or Borrower shall be adjudicated a bankrupt, or an order for relief shall be entered against Borrower by any court of competent jurisdiction under the Bankruptcy Code or any other applicable state or federal law relating to bankruptcy, reorganization or other relief for debtors.
(f) The filing of a notice of judgment lien in excess of $100,000 against Borrower; or the recording of any abstract of judgment in excess of $100,000 against Borrower in any county in which Borrower has an interest in real property; or the service of a notice of levy and/or of a writ of attachment or execution, or other like process, against the assets of Borrower; or the entry of a judgment against Borrower in excess of $100,000; or any involuntary petition or proceeding pursuant to the Bankruptcy Code or any other applicable state or federal law relating to bankruptcy,
reorganization or other relief for debtors is filed or commenced against Borrower, in each case, which is not lifted or discharged within 60 days of filing.
(g) The dissolution or liquidation of Borrower or any of its subsidiaries, or any of its directors, stockholders or members, shall take action seeking to effect the dissolution or liquidation of Borrower.
(h) Any Material Adverse Change in the condition of Borrower or any of Borrower’s Subsidiaries. “Material Adverse Change” means the occurrence of events or circumstances which, if unchanged, could, as determined by Lender, in Lender’s sole and absolute discretion, materially impair Borrower’s and its subsidiaries’ collective: (i) financial condition, (ii) ability to meet its financial obligations as they become due, or (iii) ability to conduct its business as presently conducted.
(j) Any Change in Control of the Borrower or any of its Subsidiaries without the Lender’s prior written consent, which may be withheld for any or no reason. For the purposes hereof, “Change of Control” shall mean the occurrence of any one or more of the following events:
i. | an acquisition by any individual, entity or group, other than Lender or its affiliates, of beneficial ownership of 20% or more of either (A) the then-outstanding shares of common stock of the Borrower or any of its Subsidiaries or (B) the combined voting power of the then-outstanding voting securities of the Borrower or its Subsidiaries entitled to vote generally in the election of directors; or |
ii. | a change in the composition of the Board of Directors of the Borrower, such that the individuals who, as of the date hereof, constitute the Board of Directors (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that, for purposes of this Section any individual who becomes a member of the Board of Directors subsequent to the date hereof, whose election, or nomination for election by the Borrower’s stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board. |
(k) Lender shall not have or shall cease to have a perfected first priority lien on any of the collateral more particularly described in the Security Agreements.
(l) Borrower, any affiliate or Subsidiary of Borrower, or any third party shall claim or assert that any provision of any of the Loan Documents is unenforceable for any reason.
ARTICLE VII
of any kind by Lender of any breach of or default under any of the Loan Documents must be in writing and shall be effective only to the extent set forth in such writing.
BORROWER: Vicon Industries, Inc.
000 Xxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxx
(000) 000-0000
xxxxxx@xxxxx-xxxxxxxx.xxx
LENDER: NIL Funding Corporation
0000 Xxxxxxx Xxxxxx
Xxxxx Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx, Esq.
(000) 000-0000
xxxxxxx@xxxxxxxxxxx.xxx
or to such other address as any party may designate by written notice to all other parties. Each such notice, request and demand shall be deemed given or made as follows: (a) if sent by hand delivery, upon delivery; (b) if sent by mail, upon the earlier of the date of receipt or three (3) days after deposit in the U.S. mail, first class and postage prepaid; and (c) if sent by electronic mail, upon receipt.
or entity shall be a third party beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any other of the Loan Documents to which it is not a party.
SECTION 7.7. TIME. Time is of the essence of each and every provision of this Agreement and each other of the Loan Documents.
SECTION 7.10. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina. In the event no party makes demand for arbitration pursuant to Section 7.11 of the Loan Agreement, any legal suit, action or proceeding arising out of or relating to Loan Agreement, any of the documents related thereto, the transactions contemplated hereby or thereby shall be instituted in the Federal Courts of the United States of America or the State Courts of the State of South Carolina and County of Charleston, and the Borrower irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The Borrower irrevocably waives and agrees not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
SECTION 7.11. ARBITRATION.
(a) Arbitration. The parties hereto agree, upon demand by any party, to submit to binding arbitration all claims, disputes and controversies between or among them (and their respective employees, officers, directors, attorneys, and other agents), whether in tort, contract or otherwise in any way arising out of or relating to (i) any credit subject hereto, or any of the Loan Documents, and their negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination; or (ii) requests for additional credit. In the event of a court ordered arbitration, the party requesting arbitration shall be responsible for timely filing the demand for arbitration and paying the appropriate filing fee within 30 days of the abatement order or the time specified by the court. Failure to timely file the demand for arbitration as ordered by the court will result in that party’s right to demand arbitration being automatically terminated.
(b) Governing Rules. Any arbitration proceeding will (i) proceed in a location in South Carolina selected by the American Arbitration Association (“AAA”); (ii) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the parties shall mutually agree upon, in accordance with the AAA’s commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to herein, as applicable, as the “Rules”). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a lender of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law.
(c) No Waiver of Provisional Remedies, Self-Help and Foreclosure. The arbitration requirement does not limit the right of any party to (i) foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before, during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any
party to submit any dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in sections (i), (ii) and (iii) of this paragraph.
(d) Arbitrator Qualifications and Powers. Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations. The arbitrator will be a neutral attorney licensed in the State of South Carolina or a neutral retired judge of the state or federal judiciary of South Carolina, in either case with a minimum of ten years experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator's discretion) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of South Carolina and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the South Carolina Rules of Civil Procedure or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.
(f) Class Proceedings and Consolidations. No party hereto shall be entitled to join or consolidate disputes by or against others in any arbitration, except parties who have executed any Loan Document, or to include in any arbitration any dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity.
(g) Payment Of Arbitration Costs And Fees. The arbitrator shall award all costs and expenses of the arbitration proceeding.
(h) Miscellaneous. To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any arbitration proceeding within 180 days of the filing of the dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business or by applicable law or regulation. If more than one agreement for arbitration by or between the parties potentially applies to a dispute, the arbitration provision most directly related to the Loan Documents or the subject matter of the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Loan Documents or any relationship between the parties.
(i) Small Claims Court. Notwithstanding anything herein to the contrary, each party retains the right to pursue in Small Claims Court any dispute within that court’s jurisdiction. Further, this arbitration provision shall apply only to disputes in which either party seeks to recover an amount of money (excluding attorneys’ fees and costs) that exceeds the jurisdictional limit of the Small Claims Court.
SECTION 7.12 WAIVER OF JURY TRIAL. WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO ARBITRATE ANY DISPUTE AS SET FORTH HEREIN, TO THE EXTENT ANY DISPUTE IS NOT SUBMITTED TO ARBITRATION OR IS DEEMED BY THE ARBITRATOR OR BY
ANY COURT WITH JURISDICTION TO BE NOT ARBITRABLE OR NOT REQUIRED TO BE ARBITRATED, BORROWER AND LENDER WAIVE TRIAL BY JURY IN RESPECT OF ANY SUCH DISPUTE AND ANY ACTION ON SUCH DISPUTE. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY BORROWER AND LENDER, AND BORROWER AND LENDER HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY PERSON OR ENTITY TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THE LOAN DOCUMENTS. BORROWER AND LENDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY TRIAL. BORROWER FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.
Section 7.14 WAIVER.
(a) Borrower hereby absolutely, unconditionally, irrevocably and expressly forever waives, and agrees that it will not exercise or otherwise enforce, any and all rights of setoff, recoupment, abatement or reduction or other claims or counterclaims respecting any payment due (whether as scheduled or required, upon acceleration or as sought in any action, suit or proceeding by the Lender) under this Agreement, any other Loan Document or any other agreement, facility or relationship with the Lender that may now or hereafter be accorded to the Borrower under applicable law or otherwise.
(b) In any dispute with the Lender, the Borrower covenants and agrees that it will not seek, recover or retain any, and the Borrower hereby expressly waives any and all, special, exemplary, punitive, statutory and/or consequential damages (whether through action, suit, counterclaim or otherwise and whether in contract, tort, strict liability or otherwise) to the extent waiver is not limited under applicable law.
be by telecopy or telephone) reasonably believed by the Lender to be genuine and to have been signed, sent or made by the proper person or persons, and upon opinions and advice of legal counsel (including counsel for the Borrower or its Subsidiaries), independent public accountants and other experts selected by the Lender. The Lender shall be entitled to rely, and in entering into this Agreement and the other Loan Documents in fact has relied, upon the representations, warranties and other information respecting the Borrower and its Subsidiaries contained in this Agreement and the other Loan Documents notwithstanding any investigation, analysis or evaluation that may have been made or from time to time may be made by the Lender or its designees of all or any part of the assets, business, operations, properties or condition (financial or otherwise) of the Borrower, its Subsidiaries or any other person.
SECTION 7.18 FURTHER ASSURANCES. The Borrower agrees to do such further acts and things and to execute and deliver such statements, assignments, agreements, instruments and other documents as the Lender from time to time reasonably may request in connection with the administration, maintenance, enforcement or adjudication of this Agreement and the other Loan Documents in order (a) to evidence, confirm, perfect or protect any security interest or other lien granted or required to have been granted under this Agreement and the other Loan Documents, (b) to give the Lender or its designee confirmation and assurance of the Lender's rights, powers, privileges, remedies and interests under this Agreement, the other Loan Documents and applicable law, (c) to better enable the Lender to exercise any such right, power, privilege or remedy, or (d) to otherwise effectuate the purpose and the terms and provisions of this Agreement and the other Loan Documents, each in such form and substance as may be acceptable to the Lender.
SECTION 7.19 INTERPRETATION. The parties acknowledge and agree that: each party and its counsel have reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision; the normal rule of construction, to the effect that any ambiguities are resolved against the drafting party, shall not be employed in the interpretation of it; and its terms and provisions shall be construed fairly as to all parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation of this Agreement.
Vicon Industries, Inc. |
By: /s/ Xxxx X. Xxxxx |
Name: Xxxx X. Xxxxx |
Its: Chief Operating Officer and Chief Financial Officer |
NIL Funding Corporation |
By: /s/ Xxxxxxx Xxxxxx |
Name: Xxxxxxx Xxxxxx |
Its: Secretary |
Exhibit A
Schedule 2.12
Subsidiary Name | Jurisdiction of Incorporation | Foreign Qual. | Parent | Shares Owned | % Ownership | Tax Payer ID # | Principal Place of Business |
Vicon Industries Limited | United Kingdom | None | Vicon Industries, Inc. | 600,000 | 100% | '01551194 | Xxxx 0, Xxxxxx Xxxxxxxxxx Xxxx, Xxxxx Xxx, Xxxxxxxxxxx XX00 0XX |
TeleSite U.S.A., Inc. | New Jersey | None | Vicon Industries, Inc. | 1,251 | 100% | 00-0000000 | 000 Xxxx Xxxxx, Xxxxxxxxx, XX 00000 |
Vicon Systems Ltd. | Israel | None | TeleSite U.S.A., Inc. | 261 | 100% | 51 213755 5 | 00 Xxx Xxxx Xxxxxx, Xxxxxxxxxx Xxxx XX Xxx 00, Xxxxx 00000 |
IQinVision, Inc. | California | Vicon Industries, Inc. | 100% | 00-0000000 | 000 Xxxx Xxxxx, Xxxxxxxxx, XX 00000 |
Schedule 2.13
Trademarks | ||||||||||
Trademark | Country | Status | Reg. Date | Goods | Action Due | Due Date | ||||
Vicon Industries Inc. | CRUISER | U.S. | Registered | 86/147,317 | 12/18/2013 | 4,837,380 | 10/20/2015 | Pan, tilt and zoom (PTZ) camera; dome camera. Cl. 9 | Aff of Use - 6 Year | 10/20/2021 |
Vicon Industries Inc. | CRUISER | European Union | Registered | 11312741 | 12/18/2012 | 11312741 | 4/25/2013 | Pan, tilt and zoom camera used in connection with video surveillance and security applications; dome camera used in connection with video surveillance and security applications. Cl. 9 | First Renewal | 12/18/2022 |
Vicon Industries Inc. | HD EXPRESS | U.S. | Registered | 85/691,653 | 7/31/2012 | 4,871,000 | 12/15/2015 | Multi-channel, embedded network video recorder (NVR) for recording video from security cameras. Cl. 9 | Aff of Use - 6 Year | 12/15/2021 |
Vicon Industries Inc. | HD EXPRESS | European Union | Registered | 11098738 | 8/6/2012 | 11098738 | 12/20/2012 | Multi-channel, embedded network video recorder (NVR) for recording video from security cameras. Cl. 9 | First Renewal | 8/6/2022 |
IQinVision, Inc. | IQINVISION | U.S. | Registered | 76/300,951 | 8/16/2001 | 2,648,929 | 11/12/2002 | Digital cameras for use with computers. Cl. 9 | Next Renewal | 11/12/2022 |
IQinVision, Inc. | IQINVISION & Design | U.S. | Registered | 76/373,813 | 2/20/2002 | 2,666,339 | 12/24/2002 | Digital cameras for use with computers. Cl. 9 | Next Renewal | 12/24/2022 |
Vicon Industries Inc. | KOLLECTOR | European Union | Registered | 8421893 | 7/13/2009 | 8421893 | 1/21/2010 | Multi-channel digital recorder, which may also be used for transferring files to computer stations. Cl. 9 | First Renewal | 7/13/2019 |
Vicon Industries Inc. | KOLLECTOR | U.S. | Registered | 76/204,794 | 2/5/2001 | 2,510,152 | 11/20/2001 | Multi-channel digital recorder, which may also be used for transferring files to computer stations. Cl. 9 | Next Renewal | 11/20/2021 |
Vicon Industries Inc. | MISC. DESIGN (Three V Design) | U.S. | Registered | 73/507,506 | 11/6/1984 | 1,349,060 | 7/16/1985 | HOUSING FOR VIDEO CAMERAS; CAMERA MOUNTS; AND CONSOLES FOR TELEVISION SURVEILLANCE EQUIPMENT; TELEVISION SURVEILLANCE EQUIPMENT, NAMELY, PAN AND TILT DRIVES, SCANNERS, VIDEO SWITCHES, REMOTE CONTROL UNITS FOR POSITIONING TV CAMERAS AND/OR LENSES; AUDIO MODULATORS AND DEMODULATORS; VIDEO AMPLIFIERS; MOTION DETECTORS; DISPLAY GENERATORS; DIFFERENTIAL GROUND-LOOP CONNECTORS; CAMERA IDENTIFIERS; VIDEO DISPLAY INSERTER/SPLITTERS; VIDEO CAMERA LENSES; RELAY BOXES; ILLUMINATORS; AND TV SURVEILLANCE ACCESSORY EQUIPMENT, NAMELY, BLOWERS, SUNSHIELDS, WASHERS, WIPERS, AND HEATERS. Cl. 9 | Next Renewal | 7/16/2025 |
Vicon Industries Inc. | PILOT LITE | European Union | Registered | 8421737 | 7/13/2009 | 8421737 | 1/21/2010 | Computer controlled system for video switching, video routing, remote camera control, alarm processing and video identification for security and surveillance purposes, primarily comprised of video signal router and software therefor. Cl. 9 | First Renewal | 7/13/2019 |
Vicon Industries Inc. | PILOT PLUS | European Union | Registered | 8421281 | 7/13/2009 | 8421281 | 1/21/2010 | Computer controlled system for video switching, video routing, remote camera control, alarm processing and video identification for security and surveillance purposes, primarily comprised of video signal router and software therefor. Cl. 9 | First Renewal | 7/13/2019 |
Vicon Industries Inc. | PILOT SELECT | European Union | Registered | 8421984 | 7/13/2009 | 8421984 | 1/21/2010 | Computer controlled system for video switching, video routing, remote camera control, alarm processing and video identification for security and surveillance purposes comprised primarily of card cage featuring switcher boards, motherboard and line sync board, internal central processing unit and encoded chip cards containing programming used to record date, time and title of video, video signal router and software therefore. Cl. 9 | First Renewal | 7/13/2019 |
Vicon Industries Inc. | PILOT ULTRA | European Union | Registered | 8421935 | 7/13/2009 | 8421935 | 1/21/2010 | Computer controlled system for video switching, video routing, remote camera control, alarm processing and video identification for security and surveillance purposes comprised primarily of card cage, switcher boards, mother board, line sync board, video signal router and software therefore, central processing unit (CPU) preloaded with a computer operating system and graphic configuration software and CDU (communication distribution unit), consisting of computer hardware and software for sending signals to operate cameras, monitors, keypads, RS-232 port and titling. Cl. 9 | First Renewal | 7/13/2019 |
IQinVision, Inc. | Q & Design | U.S. | Registered | 76/300,950 | 8/16/2001 | 2,609,566 | 8/20/2002 | Computerized digital cameras for use in security and surveillance applications. Cl. 9 | Next Renewal | 8/20/2022 |
Vicon Industries Inc. | ROUGHNECK | European Union | Registered | 8421802 | 7/13/2009 | 8421802 | 1/21/2010 | Impact resistant cameras for security systems. Cl. 9 | First Renewal | 7/13/2019 |
Vicon Industries Inc. | ROUGHNECK | U.S. | Registered | 76/204,792 | 2/5/2001 | 2,506,897 | 11/13/2001 | Impact resistant cameras for security systems. Cl. 9 | Next Renewal | 11/13/2021 |
Vicon Industries Inc. | SURVEYOR | U.S. | Registered | 85/312,302 | 5/4/2011 | 4,156,696 | 6/12/2012 | Camera domes. Cl. 9 | Aff of Use - 6 Year | 6/12/2018 |
Vicon Industries Inc. | SURVEYOR | European Union | Registered | 8421406 | 7/13/2009 | 8421406 | 1/21/2010 | Camera domes. Cl. 9 | First Renewal | 7/13/2019 |
Vicon Industries Inc. | SURVEYOR & Design | European Union | Registered | 8421695 | 7/13/2009 | 8421695 | 2/22/2010 | Camera domes. Cl. 9 | First Renewal | 7/13/2019 |
Vicon Industries Inc. | SURVEYOR VFT | U.S. | Registered | 77/713,572 | 4/14/2009 | 3,705,071 | 11/3/2009 | Camera domes. Cl. 9 | First Renewal | 11/3/2019 |
Vicon Industries Inc. | VICON | Canada | Registered | 583,417 | 5/5/1987 | TMA342268 | 6/30/1988 | Housing for video cameras; camera mounts; and consoles for television surveillance equipment; television surveillance equipment - namely, pan and tilt drives, scanners; video switches; remote control units for positioning TV cameras and/or lenses; audio modulators and demodulators; video amplifiers; motion detectors; display generators; differential ground-loop correctors; camera identifiers; video display inserter/splitters; video camera lenses; relay boxes; illuminators; and TV surveillance accessory equipment - namely, blowers, sunshields; washers, wipers and heaters. | Next Renewal | 6/30/2018 |
Vicon Industries Inc. | VICON | Korea, Republic of | Registered | 8711345 | 6/5/1987 | 162361 | 11/15/1988 | Blowers for surveillance camera, sunshields for surveillance camera, washers for surveillance camera, wipers for surveillance camera, heaters for surveillance cameras, consoles for surveillance camera, tilt drives for surveillance cameras, pans for surveillance camera, display for surveillance cameras, differential ground-loop correctors for surveillance camera, relay boxes for surveillance camera, motion detectors for surveillance camera, video display inserter and splitters for surveillance camera, video switch for surveillance camera, video amplifiers for surveillance camera, audio modulators and demodulators for surveillance camera, scanners. Cl. 9 | Next Renewal | 11/15/2018 |
Vicon Industries Inc. | VICON | Korea, Republic of | Registered | 8711344 | 6/5/1987 | 168809 | 3/7/1989 | Housing mounts, remote controls for TV cameras and lenses, identifiers, lenses for video camera, illuminators, video camera, camera, switches for video camera, digital frame switches for video cameras, enclosures for video cameras, robotic positioning units for video camera and controls for video camera. Cl. 9 | Next Renewal | 3/7/2019 |
Vicon Industries Inc. | VICON | Singapore | Registered | T1007109F | 6/4/2010 | T1007109F | 6/23/2011 | Cameras; web cameras; Internet Protocol video cameras, namely cameras capable of transmitting data and video via Internet Protocols; camera dome systems comprising a digital video camera with lens, a high-speed positioning mechanism, a signal decoder for remote control and a dome shaped enclosure, all sold as a unit; camera positioning units; physical security information management software for workstations, video and access control servers, video recorders, digital video recorders, video encoders/decoders, data storage devices with Redundant Array of Independent Disks capability, Internet Protocol cameras, High Definition cameras, mega pixel cameras, robotic dome cameras, matrix video switchers and related device controllers. Cl. 9 | First Renewal | 6/4/2020 |
Vicon Industries Inc. | VICON | U.S. | Registered | 77/920,281 | 1/26/2010 | 3,902,931 | 1/11/2011 | Physical security information management software for workstations; IP video servers and computer servers for access control; video management software for organizing and managing videos; access control software, namely, software for monitoring and controlling physical entry to restricted areas; network video recorders, digital video recorders, video encoders and video decoders; computer backup and storage systems with multiple removable RAID cartridges; IP (internet protocol) cameras; HD (high definition) cameras; mega-pixel cameras; robotic dome cameras; matrix switchers for audio and video signals; RAID (redundant array of independent disks) controllers, power controllers. Cl. 9 | First Renewal | 1/11/2021 |
Vicon Industries Inc. | VICON | Korea, Republic of | Registered | 00-0000-0000000 | 6/11/2010 | 890184 | 11/15/2011 | Cameras, web cameras; IP video cameras, namely cameras capable of transmitting data and video via internet protocols; camera dome systems comprising a digital video camera with lens, a high-speed positioning mechanism, a signal decoder for remote control and a dome shaped enclosure, all sold as a unit; camera positioning units; physical security information management software for workstations; video and access control servers; video management software; access control software; network video records; digital video recorders; video encoders/decoders; network storage units with RAID capability; IP Camera; HD cameras; mega pixel cameras; robotic dome cameras; matrix video switchers and related device controllers. Cl. 9 | First Renewal | 11/15/2021 |
Vicon Industries Inc. | VICON | European Union | Registered | 10614626 | 2/3/2012 | 10614626 | 11/9/2013 | Cameras; web cameras; IP video cameras, namely cameras capable of transmitting data and video via Internet Protocols; camera dome systems comprising a digital video camera with lens, a high-speed positioning mechanism, a signal decoder for remote control and a dome shaped enclosure, all sold as a unit; camera positioning units, namely pan and tilt devices for cameras to allow for positioning by a remote operator; camera enclosures and mounts; camera lenses, namely auto iris lenses, optical zoom lenses, digital zoom lenses, programmable lens filters; monitors, namely computer video monitors; network video recorders; video servers; digital video recorders; computer software for the management of video signals; computer software that graphically interacts with a user for the operation of video cameras; IP video nodes, namely Internet protocol-enabled servers for the transmission of video and data over networks; digital and analog video switches for routing video signals from cameras to monitors; and operator controls, namely, keypads. Cl. 9 | First Renewal | 2/3/2022 |
Vicon Industries Inc. | VICON | Benelux | Registered | 46645 | 2/15/1982 | 380242 | 10/29/1982 | Sleeves for cameras for television, switches making view, modules or blocks of remote control for the positioning of cameras for television or lenses, lenses for cameras shooting clubs- relay illuminators, and accessories for installation and television sets monitoring including fans, heaters, sun protectors, cleaners and activators. Cl. 9 | Next Renewal | 2/15/2022 |
Vicon Industries Inc. | VICON | France | Registered | 62117 | 2/17/1982 | 1195776 | 2/17/1982 | Electronic and electrical circuits, namely, electronic controls for motor driven supports for cameras, electronic controls for motor-driven zoom lenses, electronic switchers for selective use of TV cameras, including automatic and manual sequence switchers; and motor drives, namely, motor-driven drives for supports for TV cameras, and motor drives for zoom lenses. Cl. 9 | Next Renewal | 2/17/2022 |
Vicon Industries Inc. | VICON | Italy | Registered | 17788C/82 | 3/5/1982 | 1481697 | 2/13/1986 | Housing for video cameras; camera mounts; and consoles for television surveillance equipment; television surveillance equipment, namely, pan and tilt drives, scanners, video switches, remote control units for positioning television cameras and/or lenses; video amplifiers; motion detectors; camera identifiers; video display inserter/splitters; video camera lenses; relay boxes; illuminators; and television surveillance accessory equipment, namely, blowers, sunshields, washers, wipers and heaters. Cl. 9 | Next Renewal | 0/0/0000 |
Xxxxx Xxxxxxxxxx Xxx. | XXXXX | Xxxxxx Xxxxxxx | Registered | 1155103 | 6/3/1981 | 1155103 | 9/4/1985 | Mounts, motor drive supports, pan and tilt drives, scanning drives, lenses and housings, all for video cameras; modulators, demodulators and switches, all for use in controlling video apparatus; electrical remote control units for use in the positioning of video cameras and/or lenses; video signal amplifiers; electronic devices for detecting motion of objects displayed on television screens; consoles adapted to house the aforesaid goods; parts and fittings included in Class 9 for all the aforesaid goods; all being for use in closed circuit television for use in surveillance for security purposes. Cl. 9 | Next Renewal | 6/3/2022 |
Vicon Industries Inc. | VICON | Singapore | Registered | T87/01125Z | 3/13/1987 | T87/01125Z | 6/15/1990 | Mounts, motor drive supports, pan and tilt drives, scanning drives, lenses and housings, all for video cameras; modulators, demodulators and switches, all for use in controlling video apparatus; electrical remote control units for use in the positioning of video cameras and/or lenses; video signal amplifiers; electrical devices for detecting motion of objects displayed on television screens; consoles adapted to house the aforesaid goods; display generators; differentia. Cl. 9 | Next Renewal | 3/13/2024 |
Vicon Industries Inc. | VICON | China (People's Republic) | Registered | 3450376 | 1/28/2003 | 3,450,376 | 8/28/2004 | Video cameras, camera enclosures, robotic camera domes, video switches, digital video transmission; digital video recorders, video lenses. Cl. 9 | Next Renewal | 8/27/2024 |
Vicon Industries Inc. | VICON | U.S. | Registered | 78/779,470 | 12/22/2005 | 3,250,850 | 6/12/2007 | Cameras; web cameras; IP video cameras, namely cameras capable of transmitting data and video via Internet Protocols; camera dome systems comprising a digital video camera with lens, a high-speed positioning mechanism, a signal decoder for remote control and a dome shaped enclosure, all sold as a unit; camera positioning units, namely pan and tilt devices for cameras to allow for positioning by a remote operator; camera enclosures and mounts; camera lenses, namely auto iris lenses, optical zoom lenses, digital zoom lenses, programmable lens filters; monitors, namely computer video monitors; network video recorders; video servers; digital video recorders; computer software for the management of video signals; computer software that graphically interacts with a user for the operation of video cameras; IP video nodes, namely Internet protocol-enabled servers for the transmission of video and data over networks; digital and analog video switches for routing video signals from cameras to monitors; and operator controls, namely, keypads. Cl. 9 | Next Renewal | 6/12/2027 |
Vicon Industries Inc. | VICON | Canada | Registered | 1,588,616 | 8/2/2012 | 938,993 | 5/26/2016 | Cameras; web cameras; IP video cameras, namely cameras capable of transmitting data and video via Internet Protocols; camera dome systems comprising a digital video camera with lens, a high-speed positioning mechanism, a signal decoder for remote control and a dome shaped enclosure, all sold as a unit; camera positioning units; Physical security information management software for workstations, video and access control servers, video management software, network video recorders, digital video recorders, video encoders/decoders, network storage units with RAID capability, IP (internet protocol) cameras, HO (high definition) cameras, mega pixel cameras, robotic dome cameras, matrix video switchers and related device controllers. (2) Physical security information management software for workstations; IP video servers and computer servers for access control; video management software for organizing and managing videos; access control software namely, software for monitoring and controlling physical entry to restricted areas, network video recorders, digital video recorders, video encoders and video decoders; computer backup and storage systems with multiple removable RAID cartridges; IP (internet protocol) cameras; HO (high definition) cameras; megapixel cameras; robotic dome cameras; matrix switchers for audio and video signals, RAID (redundant array of independent disks) controllers, power controllers. (3) Access control software. | First Renewal | 5/26/2031 |
Vicon Industries Inc. | VICON & Design | European Union | Registered | 8441974 | 7/22/2009 | 8441974 | 9/10/2010 | Cameras; web cameras; IP video cameras, namely cameras capable of transmitting data and video via Internet Protocols; camera dome systems comprising a digital video camera with lens, a high-speed positioning mechanism, a signal decoder for remote control and a dome shaped enclosure, all sold as a unit; camera positioning units, namely pan and tilt devices for cameras to allow for positioning by a remote operator; camera enclosures and mounts; camera lenses, namely auto iris lenses, optical zoom lenses, digital zoom lenses, programmable lens filters; monitors, namely computer video monitors; network video recorders; video servers; digital video recorders; computer software for the management of video signals; computer software that graphically interacts with a user for the operation of video cameras; IP video nodes, namely Internet protocol-enabled servers for the transmission of video and data over networks; digital and analog video switches for routing video signals from cameras to monitors; and operator controls, namely, keypads. Cl. 9 | First Renewal | 7/22/2019 |
Vicon Industries Inc. | VICON & Design | U.S. | Registered | 77/783,889 | 7/17/2009 | 3,774,366 | 4/13/2010 | Cameras; web cameras; IP video cameras, namely, cameras capable of transmitting data and video via Internet Protocols; camera dome systems comprising a digital video camera with lens, a high-speed positioning mechanism, a signal decoder for remote control and a dome shaped enclosure, all sold as a unit; camera positioning units, namely, pan and tilt devices for cameras to allow for positioning by a remote operator; camera enclosures and mounts; camera lenses, namely, auto iris lenses, optical zoom lenses, digital zoom lenses, programmable lens filters; monitors, namely, computer video monitors; network video recorders; video servers; digital video recorders; computer software for the management of video signals; computer software that graphically interacts with a user for the operation of video cameras; IP video nodes, namely, Internet protocol-enabled servers for the transmission of video and data over networks; digital and analog video switches for routing video signals from cameras to monitors; and operator controls, namely, keypads. Cl. 9 | First Renewal | 4/13/2020 |
Vicon Industries Inc. | VICONNET | U.S. | Registered | 77/522,847 | 7/15/2008 | 3,579,924 | 2/24/2009 | Digital video surveillance system and access control system comprised of software, cameras, network video recorders, digital video recorders, encoders, decoders and display devices, namely, monitors. Cl. 9 | First Renewal | 2/24/2019 |
Vicon Industries Inc. | VICONNET | European Union | Registered | 8420929 | 7/13/2009 | 8420929 | 1/21/2010 | Digital video surveillance system nd access control system comprised of software, cameras, network video recorders, digital video recorders, encoders, decoders and display devices, namely, monitors. Cl. 9 | First Renewal | 7/13/2019 |
Patents | ||||||||||
Country | Status | Description | Expiration Date | |||||||
IQin Vision, Inc. | U.S. | Registered | 8,411,151 | System for, and method of, processing an image | 3/29/2022 | |||||
IQin Vision, Inc. | Canada | Registered | 2478666 | Modular system for processing an image and software kit | 2/25/2023 | |||||