0001104659-05-010929 Sample Contracts

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AMENDED AND RESTATED UNCONDITIONAL GUARANTY (Corporate)
Unconditional Guaranty • March 15th, 2005 • Chromavision Medical Systems Inc • Laboratory analytical instruments • California

For and in consideration of the loan by COMERICA BANK (“Bank”) to CHROMAVISION MEDICAL SYSTEMS, INC. (“Borrower”), which loan is made pursuant to a Loan Agreement dated as of February 13, 2003, as amended from time to time, including but not limited to that certain First Amendment to Loan and Security Agreement dated as of October 21, 2003, that certain Second Amendment to Loan and Security Agreement dated as of January 21, 2004, that certain Third Amendment to Loan Agreement dated as of January 31, 2005 and that certain Fourth Amendment to Loan Agreement dated as of the date hereof (collectively, the “Agreement”), and acknowledging that Bank would not enter into the Agreement without the benefit of this Amended and Restated Guaranty (the “Guaranty”), the undersigned guarantors (“Guarantors”) hereby unconditionally and irrevocably guaranty the prompt and complete payment of all amounts that Borrower owes to Bank and performance by Borrower of the Agreement and any other agreements betw

FOURTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • March 15th, 2005 • Chromavision Medical Systems Inc • Laboratory analytical instruments

This Fourth Amendment to Loan Agreement (this “Amendment”) is entered into as of March 11, 2005, by and between COMERICA BANK(“Bank”), and CHROMAVISION MEDICAL SYSTEMS, INC. (“Borrower”).

June 13, 2003
Letter Agreement • March 15th, 2005 • Chromavision Medical Systems Inc • Laboratory analytical instruments • California

ChromaVision Medical Systems, Inc. (the “Company”) is pleased to enter into this Letter Agreement with you (the “Executive”) which will address the terms of Executive’s employment with the Company. The Company considers it essential to the best interests of its stockholders to attract and foster the continuous employment of key management personnel of the Company and the arrangements described in this letter are intended to address that goal.

March 19, 2003 Ms. Karen K. Garza 1018 Calle Venezia San Clemente. CA 92672 Dear Karen:
Employment Agreement • March 15th, 2005 • Chromavision Medical Systems Inc • Laboratory analytical instruments • California

ChromaVision Medical Systems, Inc, (the “Company”) is pleased to enter into this Letter Agreement with you (the “Executive”) which will address the terms of Executive’s employment with the Company. The Company considers it essential to the best interests of its stockholders to attract and foster the continuous employment of key management personnel of the Company and the arrangements described in this letter are intended to address that goal.

REIMBURSEMENT AND INDEMNITY AGREEMENT
Reimbursement and Indemnity Agreement • March 15th, 2005 • Chromavision Medical Systems Inc • Laboratory analytical instruments • Pennsylvania

This Reimbursement and Indemnity Agreement (this “Agreement”) is made as of the 11th day of March, 2005, by CHROMAVISION MEDICAL SYSTEMS, INC. (“ChromaVision”), a Delaware corporation, in favor of SAFEGUARD DELAWARE, INC., a Delaware corporation (“SDI”) and SAFEGUARD SCIENTIFICS (DELAWARE), INC., a Delaware corporation (“SSI”) and together with SDI (“Safeguard”).

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 15th, 2005 • Chromavision Medical Systems Inc • Laboratory analytical instruments

This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of January 22, 2004, by and between COMERICA BANK (“Bank”), and CHROMAVISION MEDICAL SYSTEMS, INC. (“Borrower”).

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