Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred (200) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) or more; and (v) budgets, sales projections, operating plans or other financial information reasonably requested by Bank. (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B. (c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower. (d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay. (e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank. (f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank. (g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Bluearc Corp)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank: (i) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthquarter, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred ninety (20090) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could is reasonably likely to result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; (v) prompt notice of any material change in the composition of the Intellectual Property, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property; and (vvi) budgets, sales projections, operating plans plans, listings of accounts payable, or other financial information reasonably requested by Bank.
(b) Within thirty forty-five (3045) days after the last day of each monthquarter, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings of accounts receivable (by invoice date).
(c) Within forty-five (45) days after the last day of each quarter, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.D.
(cd) Borrower will allow Allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, Collateral at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of . Such audits shall be conducted no more often than once every twelve (12) months unless an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts Default has occurred and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borroweris continuing.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.”
Appears in 2 contracts
Sources: Loan Modification Agreement (American Science & Engineering Inc), Loan Modification Agreement (American Science & Engineering Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to BankAgent: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet sheet, income statement and income cash flow statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to BankAgent; (ii) as soon as available, but no later than two one hundred twenty (200120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to BankAgent in its reasonable discretion; (iii) in the event that as soon as available after approval thereof by Borrower’s stock becomes publicly heldBoard of Directors, but no later than thirty (A30) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt and Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Commission or a link thereto on Borrower’s fiscal quarter, copies of Borrowers report or another website on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionInternet; (ivvi) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Five Hundred its Subsidiaries of Fifty Thousand Dollars ($500,000.0050,000) or moremore or could result in a Material Adverse Change; and (vvii) budgets, sales projections, operating plans or and other financial information reasonably requested by BankAgent.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank Agent with the monthly financial statements described above, a duly completed Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.Officer.
(c) Keep proper books of record and account in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower will allow Bank shall allow, at the sole cost of Borrower, Agent and Lenders to audit visit and inspect any of its properties, to examine and make abstracts or copies from any of Borrower’s Collateralbooks and records, includingto conduct a collateral audit and analysis of its operations and the Collateral to verify the amount and age of the accounts, the identity and credit of the respective account debtors (but not limited toto contact any account debtors without the consent of the Borrower except upon the occurrence and during the continuance of a Default or an Event of Default), Borrower’s Accounts to review the billing practices of Borrower and to discuss its respective affairs, finances and accounts receivablewith their respective officers, employees and independent public accountants as often as may reasonably be desired. Notwithstanding the foregoing, such audits shall be conducted at Borrower’s expenseexpense no more often than once every six (6) months unless a Default or Event of Default has occurred and is continuing.
(d) At such time and together with each Compliance Certificate required to be delivered pursuant to Section 6.2(b), upon reasonable deliver to Agent an updated Schedule 5.2(d) reflecting any new Intellectual Property and all license agreements, sublicenses, or other rights of any Loan Party to use Intellectual Property (including all such in-bound license or sublicense agreements, but excluding over-the-counter software that is commercially available to the public) and any change in Borrower’s Material Intellectual Property listed on Schedule 5.2(d). Borrower shall take such steps as Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all licenses, sublicenses or agreements to be deemed “Collateral” and for Agent to have a security interest in it that might otherwise be restricted or prohibited by Law or by the terms of any such license, sublicense or agreement, whether now existing or entered into in the future, and (y) Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Agent’s rights and remedies under this Agreement and the other Loan Documents.
(e) If, after the Closing Date, Borrower determines to manufacture, sell, develop, test or market any new Product, Borrower shall give prior written notice to Agent of such determination (which shall include a brief description of such Product, plus a list of all Required Permits relating to such new Product (and a copy of such Required Permits if requested by Agent) and/or Borrower’s manufacture, sale, development, testing or marketing thereof issued or outstanding as of the date of such notice), along with a copy of an updated Schedule 5.11; provided, however, prior that if Borrower shall at any time obtain any new or additional Required Permits from the FDA, DEA, or parallel state or local authorities, or foreign counterparts of the FDA, DEA, or parallel state or local authorities, with respect to the occurrence of an Event of Defaultany Product which has previously been disclosed to Agent, Borrower shall be obligated promptly give written notice to pay for not more than one Agent of such new or additional Required Permits (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalcopy thereof if requested by Agent).
Appears in 2 contracts
Sources: Loan and Security Agreement (Regado Biosciences Inc), Loan and Security Agreement (Regado Biosciences Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each monthReconciliation Period, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred eighty (200180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock Borrower becomes publicly heldsubject to the reporting requirements under the Exchange Act, (A) within five (5) days of filing, copies of all non-ministerial statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt (in their capacity as holders of such debt) and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionSEC; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; and (v) as soon as available, but no later than thirty (30) days after approval by Borrower’s Board of Directors, annual financial projections for the following fiscal year approved by Borrower’s Board of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projections, and (vi) such other budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each monthReconciliation Period, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Allow Bank to inspect the Collateral and audit and copy Borrower’s CollateralBooks, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expenseAccounts, upon reasonable notice to Borrower; provided, however, prior to the occurrence of . Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of DefaultDefault has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall be obligated pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to pay compensate Bank for not more than one (1) audit per yearthe anticipated costs and expenses of the cancellation or rescheduling. After the occurrence of an Event of Default, Bank may audit Borrower’s CollateralCollateral at Borrower’s expense, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion and discretion, without notification to and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting on any Financed Receivable, if where payment of any such Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within Provide Bank with, as soon as available, but no later than thirty (30) days after last day of following each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order reportReconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in form and detail acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, if applicable, a Deferred Revenue report, in form and detail acceptable to Bank.
(g) Provide Bank prompt written notice of (i) any material adverse change in the composition of the Intellectual Property, (ii) the registration of any Copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property, taken as a whole.
(h) Immediately upon Borrower a Streamline Period ceasing to be Streamline Facility Eligiblein effect, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account.
(i) Immediately upon a Streamline Period beginning, along with and thereafter until such Streamline Period is no longer in effect, provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a detailed cash receipts journalduly completed Borrowing Base Certificate signed by a Responsible Officer.
Appears in 2 contracts
Sources: Loan and Security Agreement (Airgain Inc), Loan and Security Agreement (Airgain Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to Bank: (i) within twenty five (25) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement, covering Parent’s and its Subsidiaries operations during such period, provided however, if the Company becomes publicly traded, such monthly financial statements shall no longer be required; (ii) within twenty- five (25) days after the end of each calendar quarter, a company prepared consolidated balance sheet and income statement with Compliance Certificate, covering Parent’s and its Subsidiaries operations during such period, (iii) within forty (45) days after the end of each calendar quarter, a Quarterly Royalty statement with customer names, and (iv) CPA audited consolidated and consolidating financial statements of Parent and its Subsidiaries prepared in accordance with Cathay Bank Loan Modification Agreement Loan No. 2000056559 GAAP, consistently applied, as soon as available, but no later than thirty in any event for Parent’s fiscal yearend 2013 within three hundred (30300) days after the last day end of each month, a company prepared unaudited consolidated balance sheet such fiscal year and income statement covering Borrowerfor Parent’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; fiscal yearend 2014 within one hundred twenty (ii) as soon as available, but no later than two hundred (200120) days after the last day end of Borrower’s such fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) or more; and (v) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(ba) Within thirty twenty five (3025) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s CollateralC hereto, including, but not limited to, Borrower’s Accounts together with aged listings by invoice date of accounts receivable and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrowerpayable with supporting information.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(eb) Within thirty twenty-five (3025) days after the last day of each monthcalendar quarter, Borrower shall deliver to Bank with the quarterly financial statements, a duly completed Borrowing Base Compliance Certificate certified as of the last day of the applicable calendar quarter and signed by a Responsible OfficerOfficer in substantially the form of Exhibit D hereto; provided however, a purchase order reportif Company becomes publicly traded in 2014, an aged listing the quarterly financial statements and Compliance Certificates shall be due within sixty (60) days after the last day of accounts receivable and accounts payable by invoice date, in form acceptable to Bankeach calendar quarter.
(fc) Provide Bank with, as soon as available, but no later than thirty Within twenty (3020) days following each Reconciliation Periodof any changes in the Chief Executive Officer, Chief Financial Officer or Chief Technology Officer of Parent. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Deferred Revenue report, in form acceptable to BankResponsible Officer.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 2 contracts
Sources: Loan Modification Agreement, Loan Modification Agreement (Verisilicon Holdings Co LTD)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to BankAgent: (i) as soon as available, but no later than in any event within twenty-five (25) days after the end of each calendar month (which shall be extended to thirty (30) days after for deliveries to be made in the last day of each monthfirst two months following the Closing Date), a company prepared unaudited consolidated and, if prepared by the Borrower, consolidating balance sheet and income statement covering Borrower’s consolidated the Loan Parties’ operations during the period such period, in a form reasonably acceptable to Agent and certified by a Responsible Officer and in a form acceptable to BankOfficer; (ii) as soon as available, but no later than two in any event within one hundred twenty (200120) days after the last day end of Borrower’s fiscal year, audited company prepared consolidated and, if prepared by the Borrower, consolidating financial statements of Borrower and its consolidated Subsidiaries prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the and audited by a certified public accountant, which, following a SPAC Business Combination may be satisfied by audited financial statements from an independent certified public accounting firm reasonably acceptable to Bankof a parent company of Borrower; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filingif applicable, copies of all statements, reports and notices sent or made available generally by any Loan Party to Borrower’s its security holders or to any holders of Subordinated Debt and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof by any Loan Party, a prompt report of any legal actions pending or threatened in writing against Borrower any Loan Party or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower any Loan Party or any Subsidiary of Five Hundred Thousand [**] Dollars ($500,000.00[**]) or more; and (v) promptly upon receipt by any Loan Party, each management letter prepared by such Loan Party’s independent certified public accounting firm regarding such Loan Party’s management control systems; (vi) as soon as available, but in any event within sixty (60) days after the end of Borrower’s fiscal year, Borrower’s financial and business projections and budget for the immediately following year, with evidence of approval thereof by Borrower’s board of directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Agent may reasonably requested by Bankrequest from time to time.
(ba) Within thirty Not later than twenty-five (3025) days after the last day of each calendar month (which shall be extended to thirty (30) days for any such deliveries to be made within the first two months following the Closing Date), the Borrower shall deliver to Agent, in a form reasonably acceptable to Agent, (i) reconciliations of all of the Loan Parties’ Accounts as shown on the report for the immediately preceding month to Loan Parties’ accounts receivable agings, to Loan Parties’ general ledger and to Loan Parties’ most recent financial statements, (ii) a detailed aged trial balance of all Accounts as of the end of the preceding fiscal month, specifying each Account’s debtor name and address, amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery, copies of invoices and invoice registers, copies of related documents, repayment histories, status reports and other information as Agent may reasonably request, (iii) accounts payable agings, and (iv) accounts receivable agings.
(b) In connection with the deliveries under Sections 6.2(i) and (ii) above, Borrower shall deliver to Bank with the monthly financial statements Agent a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit B.D hereto, which shall include agings of Borrower’s accounts receivable and accounts payable.
(c) Borrower will allow Bank to audit Borrower’s Collateral, includingPromptly upon, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to in any event within three (3) Business Days of becoming aware of the occurrence or existence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each monthDefault hereunder, Borrower shall deliver to Bank Agent a duly completed Borrowing Base Certificate signed written statement of a Responsible Officer setting forth details of the Event of Default, and the action which the Loan Parties have taken or proposes to take with respect thereto. Borrower may deliver to Agent on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Agent shall be entitled to rely on the information contained in the electronic files, provided that Agent in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, a purchase order reportit shall also deliver to Agent by U.S. Mail, an aged listing reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy submission of the invoice for unsigned electronic copy the certification of monthly financial statements and the Compliance Certificate, each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalbearing the physical signature of the Responsible Officer.
Appears in 2 contracts
Sources: Loan and Security Agreement (Cue Health Inc.), Loan and Security Agreement (Cue Health Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty the earlier of (30A) five (5) days after filing with the Securities Exchange Commission or (B) fifty (50) days after the last day end of each monthfiscal quarter, a company prepared unaudited consolidated balance sheet and income statement covering the Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank10Q; (ii) as soon as available, but no later than two hundred the earlier of (200A) five (5) days after filing with the Securities Exchange Commission or (B) ninety (90) days after the last day end of Borrower’s each fiscal year, audited consolidated the Borrower’s 10K and an unqualified opinion of the financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from by an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty five (505) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed filing with the Securities and Exchange Commission, and the Borrower’s 8K reports; (Civ) as soon as available, but no later than ninety-five (95) within 45 days after the last day end of Borrower’s each fiscal year, copies annual financial projections (which shall include projected balance sheets, income statements and cash flow statements) for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of Borrowers report on Form 10-K filed directors, together with any related business forecasts used in the Securities and Exchange Commissionpreparation of such annual financial projections; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) 1,000,000 or more; and (vvi) budgets, sales projections, operating plans or other financial information Bank reasonably requested requests. Borrower’s 10K, 10Q, and 8K reports required to be delivered pursuant to Section 6.2(a) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website on the Internet; provided, that Borrower shall provide paper copies to Bank of the Compliance Certificates required by BankSection 6.2(d).
(b) Within 30 days after the last day of each month, Borrower will deliver to Bank a cash balance report detailing investment type and maturity dates.
(c) When the outstanding Obligations under Section 2.1 are equal to or greater than $3,000,000 for longer than 3 consecutive Business Days during any calendar month, within thirty (30) days after the last day of each such month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an with aged listing listings of accounts receivable and accounts payable (by invoice date, in form acceptable to Bank).
(fd) Provide Bank withWithin five (5) days after filing the 10Q and 10K, as soon as availableapplicable, but no later than thirty with the Securities Exchange Commission or (30B) fifty (50) days following after the end of each Reconciliation Periodfiscal quarter, deliver to Bank with the quarterly financial statements, a Deferred Revenue report, duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in form acceptable to Bankthis Agreement.
(ge) Immediately upon Borrower ceasing to The initial field examination shall be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy completed within 60 days of the invoice for Effective Date. Thereafter, allow Bank to audit Borrower’s Collateral at Borrower’s expense. Such audits shall be conducted no more often than once every twelve (12) months unless a Default or an Event of Default has occurred and is continuing. Bank shall notify Borrower when such expenses reach $2,500 and each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalmultiple thereof.
Appears in 2 contracts
Sources: Loan and Security Agreement (Rae Systems Inc), Loan and Security Agreement (Rae Systems Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each monthReconciliation Period, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred seventy (200270) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock Borrower becomes publicly heldsubject to the reporting requirements under the Exchange Act, (A) within five (5) days Business Days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, K and 10-Q and reports on form 8-K including an earnings release filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionSEC; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; (v) as soon as available, but no later than sixty (60) days after the last day of Borrower’s fiscal year, annual financial projections for the following fiscal year approved by Borrower’s Board of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projections; and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each monthReconciliation Period, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) At all times that Borrower will is not Borrowing Base Eligible or an Event of Default has occurred and is continuing, allow Bank to inspect the Collateral and audit and copy Borrower’s CollateralBooks, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expenseAccounts, upon reasonable notice to Borrower; provided, however, prior to the occurrence of . Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default, Borrower Default has occurred and is continuing. The foregoing inspections and audits shall be obligated to pay for not more than one (1) audit per yearat Borrower’s expense. After the occurrence of an Event of Default, Bank may audit Borrower’s CollateralCollateral at Borrower’s expense, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion and discretion, without notification to and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting on any Financed Receivable, if where payment of any such Financed Receivable does not occur by its due date and include the reasons for the delaydelay to the extent known by Borrower.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue reportreport and an aged listing of accounts receivable and accounts payable by invoice date, in form and detail acceptable to Bank.
(gf) Immediately upon If Borrower ceasing to be Streamline Facility is Borrowing Base Eligible, provide Bank with a current aging within thirty (30) days after the last day of Accounts and, to the extent not previously delivered to Bankeach month, a copy Borrowing Base Certificate signed by a Responsible Officer of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalBorrower.
Appears in 2 contracts
Sources: Loan and Security Agreement (Mobitv Inc), Loan and Security Agreement (Mobitv Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred eighty (200180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; (v) prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in the IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank, including, without limitation, a report of Borrower’s annual financial projections approved by Borrower’s Board of Directors, delivered to Bank as soon as available, but no later than 30 days after the last day of Borrower’s fiscal year.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year; and provided, further, that Borrower shall not be obligated to pay for any Collateral audit until Bank makes an initial Advance hereunder, in which case, a Collateral audit shall be completed within 90 days from the date of such initial Advance at Borrower’s expense. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue reportan aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 2 contracts
Sources: Loan and Security Agreement (Intersearch Group Inc), Loan and Security Agreement (Intersearch Group Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer or Borrower’s Chief Financial Officer or Controller and in a form reasonably acceptable to BankBank together with aged listings of accounts receivable and accounts payable (by invoice date); (ii) as soon as available, but no later than two one hundred fifty (200150) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Commission or a link thereto on Borrower’s fiscal quarter, copies of Borrowers report or another website on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionInternet; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Five its Subsidiaries of One Hundred Fifty Thousand Dollars ($500,000.00150,000) or more; and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements statements, a duly completed Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit or Borrower’s Collateral, including, but not limited to, Borrower’s Accounts Chief Financial Officer or Controller.” and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to inserting in lieu thereof the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.following:
Appears in 2 contracts
Sources: Loan and Security Agreement (Tremor Video Inc.), Loan and Security Agreement (Tremor Video Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i1) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred fifty (200150) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Five Two Hundred Fifty Thousand Dollars ($500,000.00250,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence and continuance of an Event of Default, Borrower shall be obligated to pay for not more than one two (12) audit audits per year. Borrower hereby acknowledges that the first such audit will be conducted within thirty (30) days after the execution of this Agreement. After the occurrence and during the continuance of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within Provide Bank with, as soon as available, but no later than thirty (30) days after last day of following each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order reportReconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in form reasonably acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than five (5) days following each Reconciliation Period during which any Advances made based upon Aggregate Eligible Accounts were outstanding, and in connection with any request for an Advance based on Aggregate Eligible Accounts, a borrowing base certificate, in form reasonably acceptable to Bank.
(g) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form reasonably acceptable to Bank.
(gh) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account.
(i) Provide Bank with, along with as soon as available, but no later than thirty (30) days following each Reconciliation Period, a detailed cash receipts journalbookings report and a summary of backlog/contractually due payments, in form reasonably acceptable to Bank.
Appears in 2 contracts
Sources: Loan and Security Agreement (Cyoptics Inc), Loan and Security Agreement (Cyoptics Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred within five (2005) days after of filing with the last day of SEC, Borrower’s fiscal Report on Form 10-Q containing consolidated financial statements prepared under GAAP, consistently applied, subject to year-end audit adjustments; (iii) within five (5) days of filing with the SEC, Borrower’s Report on Form 10-K containing audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of the institution of, or in Borrower’s reasonable judgment, non-frivolous threat of, any legal actions pending or threatened litigation against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) 250,000 or more; and (v) budgets, sales projections, operating plans or other financial information Bank reasonably requested by requests.
(b) Within twenty (20) days after the last day of each month and concurrently with the delivery of a Payment/Advance Form when obtaining an Advance, Borrower will deliver to Bank a Borrowing Base Certificate, with aged listings of accounts receivable and accounts payable.
(c) Within twenty (20) days after the last day of each month and concurrently with the delivery of a Payment/Advance Form when obtaining an Advance, Borrower will deliver to Bank a schedule containing a description Borrower’s Deferred Revenue, on a consolidated basis, in form and substance acceptable to Bank.
(bd) Within thirty (30) days after the last day of each month, Borrower shall will deliver to Bank Bank, together with the monthly financial statements required above, a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.Certificate.
(ce) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, Collateral at Borrower’s expense, upon reasonable notice and such audit will be satisfactory to Bank. Such audits will be conducted no more often than once each calendar year on Borrower; provided, however, prior to the occurrence of ’s premises during Borrower’s regular business hours unless an Event of Default, Borrower Default shall be obligated to pay for not more than one (1) audit per yearhave occurred. After the occurrence of Except when an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited toDefault has occurred and is continuing, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account audit conducted pursuant to this Agreement shall not exceed $10,000, and an Advance Request and Invoice Transmittal with respect to each Bank shall be solely responsible for all audit-related expenses that exceed such Account, along with a detailed cash receipts journalamount.
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Tivo Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to BankAdministrative Agent (for delivery to the Lenders) the following: (ia) as soon as available, but no later than thirty (30) in any event within 45 days after the last day end of each monthfiscal quarter, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during and consolidating financial statements, prepared in accordance with GAAP, consistently applied (provided that such documents will be deemed to be delivered on the period certified by a Responsible Officer date that the SEC makes such documents publicly available and in a form acceptable to BankBorrower advises Administrative Agent of the same); (iib) as soon as available, but no later than two hundred (200) in any event within 45 days after the last day end of each fiscal quarter, a Compliance Certificate signed by a Responsible Officer; (c) as soon as available, but in any event within 120 days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from an of PricewaterhouseCoopers LLP, or another independent certified public accounting firm reasonably acceptable of nationally recognized standing (provided that such documents will be deemed to Bankbe delivered on the date that the SEC makes such documents publicly available and Borrower advises Administrative Agent of the same); (iiid) in within 45 days of the event that Borrower’s stock becomes publicly heldlast day of each fiscal year, board-approved projections for the upcoming year on a consolidated and consolidating basis, broken down by quarter; (Ae) within five (5) days of filing, copies of all statements, reports and notices made available (or a link to such documents on Borrower’s security holders or to any holders of Subordinated Debt and another website on the Internet) all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission (“SEC”), (B) as soon as available, but no later than fifty (50) days after provided that such documents will be deemed to be delivered on the last day date that the SEC makes such documents publicly available and Borrower advises Administrative Agent of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commissionsame; (ivf) promptly upon receipt by Borrower of written notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could is reasonably likely to result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00500,000) or more; , and (vg) budgets, sales projections, operating plans or such other financial information as Administrative Agent or a Lender may reasonably requested by Bankrequest from time to time.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 2 contracts
Sources: Loan and Security Agreement (Ubiquiti Networks, Inc.), Loan and Security Agreement (Ubiquiti Networks, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated and consolidating balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and in a form reasonably acceptable to Bank; (ii) as soon as available, but no later than two one hundred twenty (200120) days after the last day of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in as soon as available, but no later than thirty (30) days after the event that last day of Borrower’s stock becomes publicly held's fiscal year, financial projections, approved by the Borrower's Board of Directors, for the then current fiscal year; (Aiv) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) or moremore in the aggregate; and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of EXHIBIT C, with aged listings of accounts receivable.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.EXHIBIT D.
(cd) Borrower will allow Allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, 's Collateral at Borrower’s 's expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of . Such audits shall be conducted no more often than once every twelve(l2) months unless an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts Default has occurred and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borroweris continuing.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 2 contracts
Sources: Loan Modification Agreement (Phase Forward Inc), Loan Modification Agreement (Phase Forward Inc)
Financial Statements, Reports, Certificates. (ai) Borrower shall deliver to Bank: :
(ia) as soon as available, but no later than thirty in any event within twenty five (3025) days after the last day end of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; ;
(iib) as soon as available, but no later than two in any event within one hundred twenty (200120) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank; ;
(iii) in the event that Borrower’s stock becomes publicly held, (Ac) within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission;
(d) promptly upon receipt of notice thereof, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000) or more; and ;
(ve) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested by Bankrequest from time to time.
(bf) Within thirty within fifteen (3015) days after the last day of each monthmonth quarter, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable.
(g) within twenty five (25) days after the last day of each month quarter, with the monthly quarterly financial statements statements, a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit B.D hereto.
(cii) Borrower will allow Bank shall have a right from time to time hereafter to audit Borrower’s Collateral, including, but not limited to, Borrower’s 's Accounts and accounts receivable, at Borrower’s 's expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts Default has occurred and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borroweris continuing.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 2 contracts
Sources: Loan and Security Agreement (T/R Systems Inc), Loan and Security Agreement (T/R Systems Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer or Borrower’s Chief Financial Officer or Controller and in a form reasonably acceptable to BankBank together with aged listings of accounts receivable and accounts payable (by invoice date); (ii) as soon as available, but no later than two one hundred fifty (200150) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion; (( iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Commission or a link thereto on Borrower’s fiscal quarter, copies of Borrowers report or another website on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionInternet; (iv( v) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Five its Subsidiaries of One Hundred Fifty Thousand Dollars ($500,000.00150,000) or more; and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements statements, a duly completed Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit or Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from BorrowerChief Financial Officer or Controller.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 2 contracts
Sources: Loan and Security Agreement (Tremor Video Inc.), Loan and Security Agreement (Tremor Video Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred eighty (200180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an KPMG LLP or another independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, Commission or a link thereto on Borrower’s or another website on the internet; (Bv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (vi) as soon as available, but no later than fifty thirty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (9530) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10and contemporaneously with any updates thereto, board-K filed with approved projections and a budget for the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) or moresubsequent fiscal year; and (vvii) budgets, sales projections, operating plans or and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an with aged listing listings of accounts receivable and accounts payable (by invoice date, in form acceptable to Bank).
(fc) Provide Bank with, as soon as available, but no later than Within thirty (30) days following after the last day of each Reconciliation Periodmonth, deliver to Bank with the monthly financial statements, a Deferred Revenue report, duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in form acceptable to Bankthis Agreement.
(gd) Immediately upon Borrower ceasing Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be Streamline Facility Eligibleconducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. The charge for each audit shall not exceed Eight Hundred Fifty Dollars ($850.00) (or such higher amount as shall represent Bank’s then-current standard charge for the same), provide Bank with a current aging per person per day, plus out of Accounts andpocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the extent not previously delivered Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to BankBank a Lease Certificate, signed by a copy Responsible Officer, in the form of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.Exhibit E.
Appears in 2 contracts
Sources: Loan and Security Agreement (Eloqua, Inc.), Loan and Security Agreement (Eloqua, Inc.)
Financial Statements, Reports, Certificates. Provide Bank with the following:
(a) Borrower shall deliver a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Bank: Co-Borrowers’ Accounts) (i) no later than Friday of each week when a Streamline Period is not in effect and (ii) within thirty (30) days after the end of each month when a Streamline Period is in effect;
(b) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s Co-Borrowers’ consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to Bank; Bank (iithe “Monthly Financial Statements”);
(c) as soon as available, but no later than two hundred within thirty (20030) days after the last day of Borrower’s each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer;
(d) within forty-five (45) days after the last day of each quarter, an updated corporate structure chart reflecting Co-Borrowers’ Subsidiaries and Excluded Subsidiaries;
(e) within sixty (60) days after the earlier of the end of the fiscal year of Co-Borrowers or approval by Co-Borrowers’ Board of Directors, (i) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Co-Borrowers, and (ii) annual financial projections for the following fiscal year (on a quarterly basis), in each case as approved by the Board of Directors, together with any related business forecasts used in the preparation of such annual financial projections;
(f) as soon as available, and in any event within one hundred eighty (180) days following the end of Co-Borrowers’ fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than with respect to going concern qualification solely related to Co-Borrowers’ liquidity) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; Bank in its reasonable discretion;
(iiig) in the event that Borrower’s stock a Co-Borrower becomes publicly held, (A) subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by such Co-Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such Co-Borrower posts such documents, or provides a link thereto, on Co-Borrower’s website on the internet at such Co-Borrower’s website address; provided, however, such Co-Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents;
(h) within five (5) days of delivery, copies of all statements, reports and notices made externally available to each Co-Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10Debt, in each case not in their roles as management or board member of any Co-K, 10-Q and 8-K filed with the Securities and Exchange Commission, Borrower;
(Bi) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened in writing against a Co-Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to such Co-Borrower or any Subsidiary of Five its Subsidiaries of, individually or in the aggregate, Three Hundred Fifty Thousand Dollars ($500,000.00350,000) or more;
(j) within one (1) Business Day of the occurrence of any “Subject Action” (as such term is defined in the GS Guaranty and the DB Guaranty) or any claim that a Subject Action has occurred, a report and description of such Subject Action;
(k) prompt written notice of any changes to the beneficial ownership information set out in item 13 of the Perfection Certificate. Co-Borrowers understand and acknowledge that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers; and and
(vl) budgetspromptly, sales projectionsfrom time to time, operating plans such other information regarding Co-Borrowers or other financial information compliance with the terms of any Loan Documents as reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 2 contracts
Sources: Loan and Security Agreement (Upstart Holdings, Inc.), Loan and Security Agreement (Upstart Holdings, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred ninety (20090) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could is reasonably likely to result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; (v) prompt notice of any material change in the composition of the Intellectual Property, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property; and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings of accounts receivable (by invoice date).
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.D.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to BankDeferred Revenue Schedules.
(fe) Provide Allow Bank withto audit Borrower’s Collateral at Borrower’s expense. Such audits shall be conducted no more often than once every six (6) months unless an Event of Default has occurred and is continuing. Notwithstanding the foregoing, as soon as availableno Credit Extensions shall be made prior to the completion of the initial audit (the “Initial Audit”). Notwithstanding the above financial reporting requirements, but in the event that Borrower has no later Advances or Credit Extensions in an amount equal to or greater than thirty Five Hundred Thousand Dollars (30$500,000.00) outstanding during any month, the monthly financial reporting requirements set forth in subsections (a), (b), (c) and (d) above shall be delivered on a quarterly basis, within forty five (45) days following after the end of each Reconciliation Period, a Deferred Revenue report, fiscal quarter of Borrower.” and inserting in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to lieu thereof the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.following:
Appears in 2 contracts
Sources: Loan Modification Agreement (American Science & Engineering Inc), Loan Modification Agreement (American Science & Engineering Inc)
Financial Statements, Reports, Certificates. (ai) Borrower shall deliver to Bank: :
(ia) as soon as available, but no later than thirty in any event within twenty-five (3025) days after the last day end of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s Borrowers consolidated operations during the period certified by a Responsible Officer and such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; ;
(iib) as soon as available, but no later than two in any event within one hundred twenty (200120) days after the last day end of Borrower’s Borrowers fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank; ;
(iii) in the event that Borrower’s stock becomes publicly held, (Ac) within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, ;
(Bd) as soon as available, but no later than fifty (50) days after the last day promptly upon receipt of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) notice thereof a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000) or more; and ;
(ve) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested by Bankrequest from time to time.
(bf) Within thirty prior to any Advances, and within twenty-five (3025) days after the last day of each month in which any Advances are outstanding, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable.
(g) within twenty-five (25) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit B.D hereto.
(cii) Borrower will allow Bank shall have a right from time to time hereafter to audit Borrower’s Collateral, including, but not limited to, Borrower’s Borrowers Accounts and accounts receivable, at Borrower’s Borrowers expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts Default has occurred and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borroweris continuing.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 2 contracts
Sources: Loan Modification Agreement (Maker Communications Inc), Loan Modification Agreement (Maker Communications Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank: :
(ia) as As soon as available, but no later than thirty [XXXX] (30XX) days after the last day of each monthfiscal quarter of Borrower (other than the last fiscal quarter of each fiscal year of Borrower), a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period for such quarter, certified by a Responsible Officer and in a form reasonably acceptable to Bank; , together with valuation schedules for Portfolio Investments and any reports delivered during such fiscal quarter to Partners according to the terms of the Fund Documents (iithe “Quarterly Financial Statements”);
(b) as As soon as available, but no later than two hundred [XXXX] (200XXX) days after the last day of each fiscal year of Borrower’s fiscal year, audited consolidated financial statements of Borrower, prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; Bank in its reasonable discretion and together with valuation schedules for Portfolio Investments and any reports delivered to Partners according to the terms of the Fund Documents with respect to such fiscal year not otherwise delivered to Bank pursuant to Section 6.3(a) (iiithe “Annual Financial Statements”);
(c) in Together with the event that Borrower’s stock becomes publicly heldQuarterly Financial Statements and Annual Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer;
(Ad) within five (5) days of filingpromptly upon distribution, copies of all statements, reports and notices generally sent or made available by Borrower to Borrower’s security holders or to any holders its Partners;
(e) promptly upon receipt of Subordinated Debt and all reports on Form 10-Knotice thereof, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could is reasonably likely to result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000) or more; and (v) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.;
(bf) Within a Borrowing Base Certificate with each Advance request;
(g) an updated roster of Partners within thirty (30) days after of any additional closings, including the last day Subscription Agreements of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.any new Partners;
(ch) Borrower will allow Bank a prompt notice of any failure to audit Borrower’s Collateralreceive any Capital Contributions within ten (10) Business Days of when due in accordance with a Capital Call, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expenseand, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment the identity of any Financed Receivable does not occur by Partner that so fails to make its due date and include the reasons for the delay.Capital Contribution within ten (10) Business Days of when due;
(ei) Within a prompt notice of any Partner’s claim or exercise of any excuse, exclusion or cancellation right with respect to any Capital Call or Permitted Investment;
(j) a prompt notice within thirty (30) days of (i) any transfer of any Partner’s interest in Borrower which is equal to or exceeds five percent (5.0%) of Capital Commitments and (ii) the identity of the Person that acquires such interest in Borrower after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.the Closing Date;
(fk) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, an LP Investor Letter to the extent not previously delivered required pursuant to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect Section 3.1(j); and
(l) such other financial information as Bank may reasonably request from time to each such Account, along with a detailed cash receipts journaltime.
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement
Financial Statements, Reports, Certificates. (a) Borrower Borrowers shall deliver the following to Bank: (i) as soon as available, but no later than in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within the indicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 10-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.
(a) Within thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet Borrowers shall deliver to Bank aged listings by invoice date of accounts receivable and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred (200) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) or more; and (v) budgets, sales projections, operating plans or other financial information reasonably requested by Bankaccounts payable.
(b) Within thirty (30) days after the last day of each month, Borrower Borrowers shall deliver to Bank with the monthly financial statements statements, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit B.D hereto.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts As soon as possible and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of DefaultDefault hereunder, Borrower shall be obligated to pay for not more than one (1) audit per year. After a written statement of a Responsible Officer of Parent setting forth details of the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrowerthe action which the relevant Borrower has taken or proposes to take with respect thereto.
(d) Upon BankBank shall have a right from time to time hereafter to audit each Borrower’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date Accounts and include the reasons for the delay.
appraise Collateral at Borrowers’ expense and shall conduct such an audit no later than forty five (e) Within thirty (3045) days after last day the closing date, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of each month, Borrower shall Default has occurred and is continuing. Borrowers may deliver to Bank a duly completed Borrowing Base Certificate signed on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, a purchase order it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, an aged listing of accounts receivable the Borrowing Base Certificate and accounts payable by invoice datethe Compliance Certificate, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to bearing the extent not previously delivered to Bank, a copy physical signature of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalResponsible Officer.
Appears in 2 contracts
Sources: Loan and Security Agreement (Lyris, Inc.), Loan and Security Agreement (Lyris, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred eighty (200180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an Ernst & Young LLP or another independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Commission or a link thereto on Borrower’s fiscal quarter, copies of Borrowers report or another website on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commissioninternet; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Five its Subsidiaries of One Hundred Thousand Dollars ($500,000.00100,000.00) or more; (vi) annually, no later than the earlier of (A) ten (10) days after approval thereof by the Board, or (B) forty-five (45) days after the last day of Borrower’s fiscal year, and contemporaneously with any updates thereto, Board-approved annual financial budget; and (vvii) budgets, sales projections, operating plans or and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateralstatements, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Compliance Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank together with a current aging summary of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalBorrower’s clinical trials.
Appears in 2 contracts
Sources: Loan and Security Agreement (Fate Therapeutics Inc), Loan and Security Agreement (Fate Therapeutics Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthquarter, a company prepared unaudited consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations during the period certified by a Responsible Officer on Form 10-Q as filed with the Securities and in a form acceptable to BankExchange Commission; (ii) as soon as available, but no later than two hundred ninety (20090) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAPGAAP on form 10-K, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm of national reputation or otherwise reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) within five (5) days after filing, all reports on Form 10form 8-K, 10-Q K and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (ivv) a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that of its Subsidiaries that, if adversely determined, could result in damages or costs reasonably be expected to Borrower or have a material adverse effect on Borrower’s business; (vi) as soon as available, but no later than sixty (60) days after the last day of Borrower’s fiscal years, and contemporaneously with any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) or moreupdates thereto, Borrower’s board-approved projections for the subsequent fiscal year; and (vvii) budgets, sales projections, operating plans or and other financial information of Borrower reasonably requested by Bank. Borrower’s 10-K, 10-Q, and 8-K reports required to be delivered pursuant to this Section 6.2(a) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website on the internet.
(b) Within thirty forty-five (3045) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in the form of Exhibit B.Section 6.7.
(c) Borrower will allow Bank to audit BorrowerUpon Bank’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, howeverrequest (which, prior to the occurrence and continuance of an Event of Default, Borrower Default shall be obligated to pay for not occur more than one (1) audit time per year. After the occurrence of an Event of Defaultmonth), Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing listings of accounts receivable and accounts payable (by invoice date) and a statement of Borrower’s cash balances for all of its accounts that are not maintained with Bank, in a form reasonably acceptable to Bank.
(fd) Provide Allow Bank with, as soon as available, but to audit Borrower’s Collateral at Borrower’s expense. Such audits shall be conducted no later more often than thirty once every twelve (3012) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bankmonths unless an Event of Default has occurred and is continuing.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 2 contracts
Sources: Loan and Security Agreement (Enernoc Inc), Loan and Security Agreement (Enernoc Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and each of its Subsidiary’s operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred fifty (200150) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an Ernst & Young or another independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 101Q-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Commission or a link thereto on Borrower’s fiscal quarter, copies of Borrowers report or another website on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionInternet; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Five its Subsidiaries of Two Hundred Fifty Thousand Dollars ($500,000.00250,000) or more; and (v) budgets, sales projections, operating plans or and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an with (i) aged listing listings of accounts receivable and accounts payable (by invoice date) and (ii) purchase order reports for the Purchase Orders, or such other Purchase Order reports as are requested by Bank in form acceptable to Bankits reasonable business judgment.
(fc) Provide Bank with, as soon as available, but no later than Within thirty (30) days following after the last day of each Reconciliation Periodmonth, deliver to Bank with the monthly financial statements, a Deferred Revenue report, duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in form acceptable to Bankthis Agreement.
(gd) Immediately upon Borrower ceasing Allow Bank to audit Borrower’s Collateral at Borrower’s expense. The first such audit will be Streamline Facility Eligibleconducted within 30 days of closing, provide Bank with and thereafter such audits shall be conducted no more often than once every twelve (12) months unless a current aging Default or an Event of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account Default has occurred and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalis continuing.
Appears in 2 contracts
Sources: Loan and Security Agreement (Intellon Corp), Loan and Security Agreement (Intellon Corp)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and sheet, income statement and cash flow statement covering BorrowerBorrower and each of its Subsidiary’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred eighty (200180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from audited by an independent certified public accounting firm reasonably acceptable to Bank, together with an unqualified opinion from such auditor; and (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Commission or a link thereto on Borrower’s fiscal quarter, copies of Borrowers report or another website on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionInternet; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; (v) prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower. Notwithstanding the terms of Section 2.1.1 or any other terms of this Agreement, the aggregate amount of all outstanding Advances may not exceed Five Hundred Thousand Dollars ($500,000) until completion of a satisfactory Initial Audit in Bank’s sole determination.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within Provide Bank with, as soon as available, but no later than thirty (30) days after last day of following each monthReconciliation Period, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, with (1) an aged listing of accounts receivable and accounts payable by invoice date, and (2) a report setting forth all purchase orders received but not yet fulfilled for the Borrower’s products or services (the “Purchase Order Backlog Report”), all in form acceptable and substance satisfactory to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility EligibleProvide Bank with, provide as soon as available, but no later than the earlier of thirty (30) days after Board of Directors approval or the last day of Borrower’s fiscal year, annual financial projections as approved by Borrower’s Board of Directors.
(h) Provide Bank with a current aging as soon as available, but no later than thirty (30) days after the last day of Accounts and, to the extent not previously delivered to Bankeach fiscal quarter, a copy of report, in form and substance satisfactory to Bank in its reasonable discretion, setting forth all new orders or bookings for the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalBorrower’s products or services generated by the Borrower during the previous fiscal quarter (the “Aggregate Quarterly Bookings”).
Appears in 2 contracts
Sources: Loan and Security Agreement (Forescout Technologies, Inc), Loan and Security Agreement (Forescout Technologies, Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank: (i) as soon as available, but no later than in any event within thirty (30) days after the last day end of each calendar month, a company company-prepared unaudited consolidated balance sheet and sheet, income statement and statement of cash flows covering Borrower’s consolidated and its Subsidiaries’ operations during the period such period, prepared in accordance with GAAP, and in a form reasonably acceptable to Bank and certified by a Responsible Officer and in a form acceptable to BankOfficer; (ii) as soon as available, but no later than two in any event within one hundred eighty (200180) days after the last day end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the financial statements from and reviewed by an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filingif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000) or more; and (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than January 31 of each calendar year, Borrower’s financial and business projections and budget for the immediately following year, which projections shall include monthly balance sheets and income statements, with evidence of approval thereof by Borrower’s board of directors; (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested request from time to time; and (viii) upon Bank’s request, within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Intellectual Property Collateral.
(ba) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit B.E hereto.
(b) Immediately after the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(c) Borrower will allow Bank shall have a right from time to time hereafter to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, appraise Collateral at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default, Default has occurred and is continuing. Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, a purchase order it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, an aged listing of accounts receivable the Borrowing Base Certificate and accounts payable by invoice datethe Compliance Certificate, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to bearing the extent not previously delivered to Bank, a copy physical signature of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalResponsible Officer.
Appears in 2 contracts
Sources: Loan and Security Agreement (Bellicum Pharmaceuticals, Inc), Loan and Security Agreement (Bellicum Pharmaceuticals, Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred fifty (200150) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Five Two Hundred Fifty Thousand Dollars ($500,000.00250,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2(b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements statements, a duly completed Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.Officer.
(c) Borrower will allow Allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence and continuance of an Event of Default, Borrower shall be obligated to pay for not more than one two (12) audit audits per year. Borrower hereby acknowledges that the first such audit will be conducted within thirty (30) days after the execution of this Agreement. After the occurrence and during the continuance of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 2 contracts
Sources: Loan and Security Agreement (Cyoptics Inc), Loan and Security Agreement (Cyoptics Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred eighty (200180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (except for “going concern” qualifications for development stage companies) on the financial statements from an independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion; (iii) in as soon as available, but no later than forty-five (45) days after the event that last day of Borrower’s stock becomes publicly heldfiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (Aiv) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Commission or a link thereto on Borrower’s fiscal quarter, copies of Borrowers report or another website on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionInternet; (ivvi) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Five its Subsidiaries of One Hundred Thousand Dollars ($500,000.00100,000) or more; and (vvii) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 2 contracts
Sources: Loan and Security Agreement (T2 Biosystems, Inc.), Loan and Security Agreement (T2 Biosystems, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to BankAgent: (i) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to BankAgent; (ii) as soon as available, but no later than two one hundred twenty (200120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (or, with respect to the fiscal year ended December 31, 2009, an opinion qualified only for going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to BankAgent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than thirty (30) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) in the event that Borrower’s stock Borrower becomes publicly heldsubject to the reporting requirements under the Securities Exchange Act of 1934, (A) as amended, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Commission or a link thereto on Borrower’s fiscal quarter, copies of Borrowers report or another website on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionInternet; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Five Hundred its Subsidiaries of Fifty Thousand Dollars ($500,000.0050,000) or moremore or could result in a Material Adverse Change; and (vvi) budgets, sales projections, operating plans or and other financial information reasonably requested by BankAgent.
(b) Within thirty forty-five (3045) days after the last day of each month, Borrower shall deliver to Bank Agent with the monthly financial statements statements, a duly completed Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.Officer.
(c) Keep proper books of record and account in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower will allow Bank shall allow, at the sole cost of Borrower, Agent and Lenders to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, to conduct a collateral audit Borrower’s and analysis of its operations and the Collateral, includingto verify the amount and age of the accounts, but not limited tothe identity and credit of the respective account debtors, Borrower’s Accounts to review the billing practices of Borrower and to discuss its respective affairs, finances and accounts receivablewith their respective officers, at Borrower’s expenseemployees and independent public accountants as often as may reasonably be desired. Notwithstanding the foregoing, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower such audits shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable conducted at Borrower’s expense no more often than once every twelve (12) months unless a Default or Event of Default has occurred and at Bank’s sole and exclusive discretion and without notification and authorization from Borroweris continuing.
(d) Upon BankDeliver to Agent an updated Schedule 5.12
(b) promptly upon Borrower’s request, provide a written report respecting any Financed Receivable, if payment acquisition or development of any Financed Receivable does Material Intellectual Property not occur by its due date already listed on Schedule 5.12(b) and include the reasons for the delayupon any other material change in Borrower’s Material Intellectual Property from that listed on Schedule 5.12(b).
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 2 contracts
Sources: Loan and Security Agreement (Nupathe Inc.), Loan and Security Agreement (Nupathe Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred eighty (200180) days after the last day of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that the Borrower’s 's stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Two Hundred Fifty Thousand Dollars ($500,000.00250,000.00) or more; and (v) budgetsas soon as available, sales projectionsbut not later than ten (10) days after the last of Borrower's fiscal year, operating plans Board approved Operating Plan (expressed on a monthly and quarterly basis); (vi) prompt notice of any material change in the composition of the Intellectual Property, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property; and (vii) other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.C."
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower 6. The Loan Agreement shall be obligated to pay for not more than one (1) audit per year. After amended by deleting the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, following appearing as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.Section 6.7 thereof:
Appears in 2 contracts
Sources: Loan and Security Agreement (Constant Contact, Inc.), Loan and Security Agreement (Constant Contact, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver ------------------------------------------- to Bank: (ia) as soon as available, but no later than in any event within thirty (30) days after the last day end of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (iib) as soon as available, but no later than two hundred in any event within ninety (20090) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (Ac) within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt and Debt; (d) all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionCommission within ninety (90) days of year end; (ive) all reports on form 10-Q filed with the Securities and Exchange Commission within forty five (45) days of quarter end; (f) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000) or more; (g) prompt notice of any material change in the composition of the Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of the Borrower in or to any Copyright, Patent or Trademark not specified in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely effects the value of the Intellectual Property Collateral; (h) as soon as available, but in any event within thirty (30) days of year end, an annual operating plan and projections for the coming year and (vi) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested by Bank.
(b) request from time to time. Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit B.
(c) Borrower will allow C hereto. --------- Bank shall have a right from time to time hereafter to audit Borrower’s Collateral, including, but not limited to, Borrower’s 's Accounts and accounts receivable, at Borrower’s 's expense, upon reasonable notice to Borrower; provided, however, prior to provided that such audits will be conducted no more often than every twelve (12) months if no amounts are outstanding under the occurrence of Committed Revolving Line and no more often than every six (6) months if amounts are outstanding under the Committed Revolving Line unless an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts Default has occurred and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borroweris continuing.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Sources: Loan and Security Agreement (Astea International Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred twenty (200120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, Commission or a link thereto on Borrower’s or another website on the internet; (Bv) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after in any event prior to the last day of Borrower’s fiscal year, copies Borrower’s financial projections for coming fiscal year as approved by Borrower’s Board of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionDirectors; (ivvi) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Five its Subsidiaries of Two Hundred Fifty Thousand Dollars ($500,000.00250,000) or more; and (vvii) budgets, sales projections, operating plans or and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an together with (i) aged listing listings of accounts receivable (including merchant services balances) and accounts payable (by invoice date), (ii) a statement listing all Collateral Accounts maintained by Borrower and the balances/investments therein, and (iii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in form acceptable to Bankaccordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment.
(fc) Provide Bank with, as soon as available, but no later than Within thirty (30) days following after the last day of each Reconciliation Periodmonth, deliver to Bank with the monthly financial statements, a Deferred Revenue report, duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in form acceptable to Bankthis Agreement.
(gd) Immediately upon Borrower ceasing Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Such audits shall be Streamline Facility Eligible, provide Bank with a current aging conducted no more often than once every twelve (12) months unless an Event of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account Default has occurred and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalis continuing.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) beginning with the month ending June 30, 2007, as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to BankBank (the "Monthly Financial Statements"), provided however, Borrower shall not be required to deliver the Monthly Financial Statements with respect to any month during which Borrower maintained at all times unrestricted cash at Bank in an amount equal to at least two (2) times the maximum amount of the Revolving Line; (ii) as soon as available, but no later than two forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank (the "Quarterly Financial Statements"), provided however, as of the quarter ending on June 30, 2007 and thereafter, Borrower shall not be required to deliver the Quarterly Financial Statements with respect to any quarter during which Borrower delivered the Monthly Financial Statements for each of the three (3) months during such quarter; (iii) as soon as available, but no later than one hundred twenty (200120) days after the last day of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, (Aiv) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and Debt; (v) within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after Commission or a link thereto on Borrower's or another website on the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionInternet; (ivvi) a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Five Hundred Thousand Dollars ($500,000.00500,000) or more; (vii) as soon as available, but no later than forty-five (45) days after Board approval, and at least annually and in connection with any material changes, Borrower's Board approved financial projections; and (vviii) budgets, sales projections, operating plans or and other financial information reasonably requested by Bank. Borrower's 10-K, 10-Q, and 8-K reports required to be delivered pursuant to Section 6.2(a)(v) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower's or another website on the internet.
(b) Within thirty (30) days after the last day of each month, for any month in which Borrower shall is required to deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, includingMonthly Financial Statements, but not limited toonly if at such time there are any outstanding Obligations, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an with (i) aged listing listings of accounts receivable and accounts payable (by invoice date) and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in form acceptable accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment. Notwithstanding the foregoing, for any month in which Borrower's unrestricted cash at Bank is less than the outstanding Obligations at any time, then the documents required by to Bankdelivered by this subsection (b) must be delivered on a semimonthly basis, on the fifteenth (15th) and the thirtieth (30th) days of each month.
(fc) Provide Bank with, as soon as available, but no later than Within thirty (30) days following after the last day of each Reconciliation Periodmonth, for any month in which Borrower is required to deliver the Monthly Financial Statements, deliver to Bank with the Monthly Financial Statements, a Deferred Revenue report, duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in form acceptable to Bankthis Agreement.
(gd) Immediately upon Borrower ceasing to be Streamline Facility EligibleBeginning on or after July 1, provide 2007, if at any time Borrower's unrestricted cash at Bank with a current aging of Accounts and, to is less than two (2) times the extent not previously delivered to Bank, a copy maximum amount of the invoice Revolving Line, allow Bank to audit Borrower's Collateral at Borrower's expense. Such audits shall be conducted no more often than once every six (6) months unless a Default or an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower's expense, and the charge therefor shall be $750 per person per day (or such higher amount as shall represent Bank's then-current standard charge for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Accountthe same), along with a detailed cash receipts journalplus reasonable out-of-pocket expenses.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month (or, if no Advances are outstanding as of the last day of such month through and including the date that is thirty (30) days after the last day of such month, within forty-five (45) days after the last day of such month), a company prepared unaudited consolidated balance sheet and income statement covering BorrowerBorrower and each of its Subsidiary’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank, provided, however, that if no Advances are outstanding at the end of the subject month through and including the date which is thirty (30) days following such month, Borrower may deliver such financial statements for such month no later than forty-five (45) days after the last day of such month; (ii) as soon as available, but no later than two one hundred twenty (200120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; (v) prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; (vi) annually and as updated, board-approved projections no later than thirty (30) days prior to Borrower’s fiscal year end; and (vvii) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.B, provided, however, that if no Advances are outstanding at the end of the subject month through and including the date which is thirty (30) days following such month, Borrower may deliver such Compliance Certificate for such month no later than forty-five (45) days after the last day of such month.
(c) Borrower will allow Allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty Provide Bank with, as soon as available, but no later than twenty (3020) days after last day of following each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order reportReconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank, provided, however, that if no Advances are outstanding at the end of the subject month through and including the date which is twenty (20) days following such month, Borrower may deliver such aged listing of accounts receivable and accounts payable by invoice date for such month no later than forty-five (45) days after the last day of such month.
(f) Provide Bank with, as soon as available, but no later than thirty twenty (3020) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts andprovided, to however, that if no Advances are outstanding at the extent not previously delivered to Bank, a copy end of the invoice subject month through and including the date which is twenty (20) days following such month, Borrower may deliver such Deferred Revenue report for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalmonth no later than forty-five (45) days after the last day of such month.
Appears in 1 contract
Sources: Loan and Security Agreement (GlobalOptions Group, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred eighty (200180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than, with respect to Borrower’s fiscal year ended January 31, 2010 only, for a going concern qualification) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; (v) prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence and continuance of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. The charge for such audit shall be Eight Hundred Fifty Dollars ($850.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. After the occurrence and during the continuation of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within Provide Bank with, as soon as available, but no later than thirty (30) days after last day of following each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order reportReconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Provide Bank with, as soon as available, but not later than (i) ten (10) days following each Reconciliation Period (but only if an Advance was outstanding at any time during such Reconciliation Period or is outstanding at such time), (ii) ten (10) days following the last day of each fiscal quarter, and (iii) contemporaneously with the delivery an Invoice Transmittal in connection with each request by Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bankfor an Advance, a copy of the invoice for each Eligible Account backlog schedule (including, when applicable, quarterly renewal license schedule and an Advance Request annual projections) in form and Invoice Transmittal with respect substance acceptable to each such Account, along with a detailed cash receipts journalBank in its sole and absolute discretion.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred and twenty (200120) days after the last day of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion (including, without limitation, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇); (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after Commission or a link thereto on Borrower's or another website on the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionInternet; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand its Subsidiaries of one hundred thousand Dollars ($500,000.00100,000) or more; (vi) prompt notice of an event that materially and adversely affects the value of the intellectual property; (vvii) within thirty (30) days after the beginning of each fiscal year of Borrower, budgets, sales projections, projections and operating plans or of Borrower for such fiscal year of Borrower; (viii) other financial information reasonably requested by Bank; and (ix) within thirty (30) days after the end of each fiscal quarter, copies of invoices representing at least ten percent (10%) of Borrower's Export-Related Accounts Receivable (as defined in the Exim Borrower Agreement (as defined in the Exim Agreement)) as shown on Borrower's aged listing of accounts receivable for such fiscal quarter and copies of purchase orders representing at least ten percent (10%) of Borrower's Export-Related Inventory (as defined in the Exim Borrower Agreement) as shown on Borrower's inventory report for such fiscal quarter.
(b) Within fifteen (15) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with (i) aged listings of accounts receivable and accounts payable (by invoice date) and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrowerthis Agreement.
(d) Upon Bank’s request, provide Allow Bank to audit Borrower's Collateral at Borrower's expense. Such audits shall be conducted no more often than once every six (6) months unless a written report respecting any Financed Receivable, if payment Default or an Event of any Financed Receivable does not occur by its due date Default has occurred and include the reasons for the delayis continuing.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to BankAgent: (i) as soon as available, but no later than thirty forty (3040) days after the last day of each month, a company prepared unaudited consolidated balance sheet sheet, income statement and income cash flow statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to BankAgent; (ii) as soon as available, but no later than two one hundred twenty (200120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to BankAgent in its reasonable discretion; (iii) in the event that as soon as available after approval thereof by Borrower’s stock becomes publicly heldBoard of Directors, but no later than forty (A40) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt and Debt; (v) all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, which are posted on Borrower’s website at w▇▇.▇▇▇▇▇▇▇▇.▇▇▇ and the SEC’s website at w▇▇.▇▇▇.▇▇▇ (such access being sufficient for delivery of such reports); (vi)
(A) a prompt report or (B) as soon as availablea link giving Bank access to an SEC filing, but no later than fifty (50) days after the last day of Borrower’s fiscal quartercontemporaneously with such filing, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) providing a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Five its Subsidiaries of One Hundred Thousand Dollars ($500,000.00100,000) or moremore or could result in a Material Adverse Change; and (vvii) budgets, sales projections, operating plans or and other financial information reasonably requested by BankAgent.
(b) Within thirty forty (3040) days after the last day of each month, Borrower shall deliver to Bank Agent with the monthly financial statements described above, a duly completed Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.Officer.
(c) Keep proper books of record and account in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower will allow Bank shall allow, at the sole cost of Borrower, Agent and Lenders to audit visit and inspect any of its properties, to examine and make abstracts or copies from any of Borrower’s Collateralbooks and records, includingto conduct a collateral audit and analysis of its operations and the Collateral to verify the amount and age of the accounts, but not limited tothe identity and credit of the respective account debtors, Borrower’s Accounts to review the billing practices of Borrower and to discuss its respective affairs, finances and accounts receivablewith their respective officers, at Borrower’s expenseemployees and independent public accountants as often as may reasonably be desired. Notwithstanding the foregoing, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower such audits shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable conducted at Borrower’s expense no more often than once every six (6) months unless a Default or Event of Default has occurred and at Bank’s sole and exclusive discretion and without notification and authorization from Borroweris continuing.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days of (i) acquiring and/or developing any new Material Intellectual Property, or (ii) entering or becoming bound by any additional material license agreement (other than over-the-counter software that is commercially available to the public), deliver to Agent an updated Schedule 5.2(d) reflecting same, and upon any other material change in Borrower’s Material Intellectual Property from that listed on Schedule 5.2(d). Borrower shall take such steps as Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all licenses or agreements to be deemed “Collateral” and for Agent to have a security interest in it that might otherwise be restricted or prohibited by Law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Agent’s rights and remedies under this Agreement and the other Loan Documents.
(e) If, after last day the Closing Date, Borrower determines to manufacture, sell, develop, test or market any new Product, other than new Products that are derivatives of each monthcurrent Products, Borrower shall deliver give prior written notice to Bank Agent of such determination (which notice may be in the form of a duly completed Borrowing Base Certificate signed by press release attached to an 8-K filing and shall include a Responsible Officerbrief description of such Product), plus upon request, a purchase order report, an aged listing list of accounts receivable all Required Permits relating to such new Product (and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of such Required Permits if requested by Agent) and/or Borrower’s manufacture, sale, development, testing or marketing thereof issued or outstanding as of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each date of such Accountnotice), along with a detailed cash receipts journalcopy of an updated Schedule 5.11; provided, however, that if Borrower shall at any time obtain any new or additional Required Permits from the FDA, DEA, or parallel state or local authorities, or foreign counterparts of the FDA, DEA, or parallel state or local authorities, with respect to any Product which has previously been disclosed to Agent, Borrower shall promptly give written notice to Agent of such new or additional Required Permits (along with a copy thereof if requested by Agent).
Appears in 1 contract
Sources: Loan and Security Agreement (Bacterin International Holdings, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to Bank: (i) as soon as available, but no later than thirty (30) 30 days after the last day of each month, a company prepared unaudited consolidated balance sheet sheet, income statement, and income cash flow statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred (200) 120 days after the last day of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) 500,000 or more; and (viv) budgets, sales projections, operating plans or other financial information Bank reasonably requested by Bankrequests; and (v) prompt notice of any material change in the composition of the Intellectual Property which is of material value to the business of Borrower, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property.
(b) Within thirty (30) 30 days after the last day of each month, Borrower will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged (by invoice date) listings of accounts receivable and accounts payable. (For emphasis, and not by way of limitation on the fact that the covenants of "Borrower" contained in this Agreement are to be construed as obligations of each of AMI and AMSI, AMI and AMSI shall each provide such a Borrowing Base Certificate.)
(c) Within 30 days after the last day of each month, Borrower will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.D.
(cd) Borrower will allow Allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, 's Collateral at Borrower’s 's expense. Such audits may be conducted (i) within 90 days of the Closing Date, upon reasonable notice to Borrower; provided(ii) once every twelve months thereafter, however, prior to and (iii) at such more frequent times as the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delaytime to time determine.
(e) Within thirty (30) At least 30 days after last day prior to the end of each monthfiscal year, Borrower shall will deliver to Bank a duly completed Borrowing Base Certificate signed consolidated annual operating budgets (including income statements, balance sheets and cash flow statements, by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bankmonth) for the following fiscal year.
(f) Provide Within 30 days of filing, Borrower will deliver to Bank withcopies of all quarterly and annual tax returns filed by AMI, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to BankAMSI and ATS Medical France SARL.
(g) Immediately upon In addition to the other items provided for in this Section 6.2, Borrower ceasing to be Streamline Facility Eligible, shall provide Bank with a current aging of Accounts andsuch other information as Bank shall from time to time specify in its good faith business judgment, to the extent not previously delivered to Bankincluding, a copy of the invoice for each Eligible Account without limitation, board reports, booking/backlog reports, and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalprojections.
Appears in 1 contract
Sources: Loan Agreement (Ats Medical Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to Bank: (i) as soon as available, but no later than thirty (30) 30 days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred (200) 90 days after the last day of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) 5 days of filing, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) 100,000 or more; and (v) budgets, sales projections, operating plans or other financial information Bank reasonably requested by Bankrequests; and (vi) prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property.
(b) Within thirty 30 days (30or within 20 days if outstanding Advances under the Committed Revolving Line exist) after the last day of each month, Borrower will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable.
(c) Within 30 days after the last day of each month, Borrower shall will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.D.
(cd) Borrower will allow Allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, 's Collateral at Borrower’s 's expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of . Such audits will be conducted no more often than every year unless an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts Default has occurred and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borroweris continuing.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated 's operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred twenty (200120) days after the last day of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s 's stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-8 K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; (v) prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; (vi) as soon as available, annual financial projections for the following fiscal year commensurate in form and substance with those provided to Borrower's venture capital investors; and (vvii) budgets, sales projections, operating plans plans, "sell-through" reports, or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Allow Bank to audit Borrower’s 's Collateral, including, but not limited to, Borrower’s 's Accounts and accounts receivable, at Borrower’s 's expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one two (12) audit audits per yearyear and such audits will not last more than 2-3. After the occurrence of an Event of Default, Bank may audit Borrower’s 's Collateral, including, but not limited to, Borrower’s Purchase Orders, 's Accounts and accounts receivable at Borrower’s 's expense and at Bank’s 's sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s 's request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within Provide Bank with, as soon as available, but no later than thirty (30) days after last day of following each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order reportReconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank: (i) as soon as available, but no later than thirty one hundred twenty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred (200120) days after the last day of Borrower’s 's fiscal year, audited audited, consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (Aii) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iviii) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; and (viv) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each monthmonth during which Obligations (including undrawn Letters of Credit, Cash Management Services and the FX Reserve) were outstanding or Credit Extensions were requested, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged --------- listings of accounts receivable (by invoice date).
(c) Within five (5) days of filing its 10-Q with the monthly financial statements Securities and Exchange Commission, Borrower shall deliver to Bank, on a quarterly basis, together with a copy of such 10-Q, a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.D. ---------
(cd) Borrower will allow Allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, 's Collateral at Borrower’s 's expense, upon reasonable notice to Borrower; provided, however, . Such audits shall be conducted prior to the occurrence of initial Credit Extension under the Committed Revolving Line and no more often than once every twelve (12) months thereafter, unless an Event of Default, Default has occurred and is continuing. The Borrower shall be obligated to pay for not more than one (1) audit per year. After provide the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging access to all its records and financial information so that the initial audit (the "Initial Audit") of Accounts and, Borrower's Collateral shall be completed by Bank prior to the extent not previously delivered to Bank, a copy of initial Credit Extension under the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalCommitted Revolving Line.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to Bank: (i) as soon as available, but no later than thirty (30) 30 days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred (200) 120 days after the last day of Borrower’s fiscal quarter or within 5 days of filing with the SEC, if earlier, Borrower’s Report on Form 10-Q containing consolidated financial statements prepared under GAAP, consistently applied, subject to year-end audit adjustments; (iii) as soon as available, but no later than 120 days after the last day of Borrower’s fiscal year or within 5 days of filing with the SEC, if earlier, Borrower’s Report on Form 10-K containing audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) 100,000 or more; and (v) budgets, sales projections, operating plans plans, 8-K filings or other financial information Bank reasonably requested by Bankrequests; and (vi) prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property.
(b) Within thirty (30) 30 days after the last day of each month, Borrower shall will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable.
(c) Within 30 days after the last day of each month, Borrower will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.D, and containing a report of backlog and bookings and a schedule of deferred revenue.
(cd) Promptly, but in any event within five days from the date Borrower has actual notice thereof, Borrower shall provide to Bank written notice of any material pending or threatened claim, action or proceeding involving any environmental law, any written communication from any governmental authority relating to any violation of environmental law on or from the Tempe Property, or any release, escape, dumping, spill or similar discharge or emission on or from the Tempe Property of any substance defined as hazardous under any applicable environmental law.
(e) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, Collateral at Borrower’s reasonable expense. Such audits will be conducted no more often than every 6 months unless an Event of Default or an event which, upon reasonable with notice to Borrower; provided, however, prior to the occurrence or passage of time or both would constitute an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts has occurred and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borroweris continuing.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Sources: Loan and Security Agreement (California Micro Devices Corp)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred twenty (200120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; (v) prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in the IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty Provide Bank with, as soon as available, but no later than twenty (3020) days after last day of following each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order reportReconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty ten (3010) days following each Reconciliation Period, (i) a Deferred Revenue reportreport of estimated commissions receivable (the “Commission Estimate”) and (ii) a report of monthly commissions collections, each in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Sources: Loan and Security Agreement (Cognigen Networks Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to Bank: (i) as soon as available, but no later than thirty (30) 30 days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred (200) 120 days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) 100,000 or more, or in which an adverse decision could reasonably be expected to cause a Material Adverse Change; and (viv) budgets, sales projections, operating plans or other financial information Bank reasonably requested requests; (v) prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property; and (vi) annual projections approved by BankBorrower’s Board of Directors, in the same form, and at the same times, as provided to Borrower’s venture capital investors.
(b) Within thirty (30) 15 days after the last day of each month, Borrower shall will deliver to Bank a Transaction Report Form signed by a Responsible Officer in the form of Exhibit B, with aged listings of accounts receivable and accounts payable, and a schedule of Borrower’s deferred revenue.
(c) Within 30 days after the last day of each month, Borrower will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.C.
(cd) Borrower will allow Transaction reports and schedules of collections, each week and at the time of each Advance request, on Bank’s standard form.
(e) Allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, Collateral at Borrower’s expense. Such audits will be conducted no more often than three times in any consecutive twelve-month period, upon reasonable unless an Event of Default or an event which, with notice to Borrower; provided, however, prior to the occurrence or passage of time or both would constitute an Event of Default, Borrower has occurred and is continuing, or in Bank’s good faith business judgment, there has been deterioration in Borrower’s financial performance or the Collateral or its performance. The foregoing audits shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at the charge therefor shall be $750 per person per day (or such higher amount as shall represent Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons then current standard charge for the delaysame), plus reasonable out-of-pocket expenses.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Sources: Loan and Security Agreement (Egain Communications Corp)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to BankAgent (for delivery to the Lenders) the following: (ia) as soon as available, but no later than thirty (30) in any event within 45 days after the last day end of each monthfiscal quarter before the IPO, a company prepared unaudited consolidated balance sheet and income statement covering within 60 days after the end of each fiscal quarter after the IPO, Borrower’s consolidated operations during and consolidating financial statements, prepared in accordance with GAAP, consistently applied (provided that such documents will be deemed to be delivered on the period certified by a Responsible Officer date that the SEC makes such documents publicly available and in a form acceptable to BankBorrower advises Agent of the same); (iib) as soon as available, but no later than two hundred (200) in any event within 45 days after the last day end of each fiscal quarter, a Compliance Certificate signed by a Responsible Officer; (c) as soon as available, but in any event within 120 days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from an of PricewaterhouseCoopers LLP, or another independent certified public accounting firm reasonably acceptable of nationally recognized standing (provided that such documents will be deemed to Bankbe delivered on the date that the SEC makes such documents publicly available and Borrower advises Agent of the same); (iiid) within 30 days of the last day of each month in which any Advance is outstanding (and within 30 days of the last day of each quarter in which no Advance is outstanding), a Borrowing Base Certificate, together with an aged listing of Borrower’s accounts payable and accounts receivable, signed by a Responsible Officer; (e) within 60 days of the last day of each calendar year, board-approved projections for the upcoming year on a consolidated and consolidating basis, broken down by quarter; (f) in the event that Borrower’s stock Borrower becomes publicly heldsubject to the reporting requirements under the Securities Exchange Act of 1934, (A) as amended, within five (5) days of filing, copies of all statements, reports and notices made available (or a link to such documents on Borrower’s security holders or to any holders of Subordinated Debt and another website on the Internet) all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission (“SEC”), (B) as soon as available, but no later than fifty (50) days after provided that such documents will be deemed to be delivered on the last day date that the SEC makes such documents publicly available and Borrower advises Agent of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commissionsame; (ivg) promptly upon receipt by Borrower of written notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could is reasonably likely to result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00500,000) or more; , and (vh) budgets, sales projections, operating plans or such other financial information as Agent or a Lender may reasonably requested by Bankrequest from time to time.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Sources: Loan and Security Agreement (Ubiquiti Networks, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to BankAgent: (i) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, a company prepared unaudited consolidated balance sheet sheet, income statement and income cash flow statement covering Borrower’s 's consolidated operations during the period for such month certified by a Responsible Officer and in a form reasonably acceptable to BankAgent; (ii) as soon as available, but no later than two one hundred fifty (200150) days after the last day of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to BankAgent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower's Board of Directors, but no later than ninety (90) days after the last day of Borrower's fiscal year, Borrower's financial projections for the current fiscal year as approved by Borrower's Board of Directors, which shall reflect financial projections on no less than a quarterly basis; (iv) other than with respect to reports made available in the event that Borrower’s stock becomes publicly heldaccordance with clause (v), (A) below, within five (5) days of filingdelivery, copies of all statements, reports and notices made available to all of Borrower’s 's security holders or holders; (v) so long as Borrower is subject to any holders the reporting requirements under the Securities Exchange Act of Subordinated Debt and 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after Commission or a link thereto on Borrower's or another website on the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionInternet; (ivvi) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could be reasonably expected to result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand its Subsidiaries of [*] Dollars ($500,000.00[*]) or moremore or could result in a Material Adverse Change; and (vvii) budgets, sales projections, operating plans or and other financial information reasonably requested by BankAgent.
(b) Within thirty forty-five (3045) days after the last day of each month, Borrower shall deliver to Bank Agent with the monthly financial statements described above, a duly completed Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.Officer.
(c) Keep proper books of record and account in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower will allow Bank shall allow, at the sole cost of Borrower, Agent and Lenders to visit and inspect (such visit or inspection to be during normal business hours so long as no Default or Event of Default exists) any of its properties, to examine and make abstracts or copies from any of Borrower's books and records, to conduct a collateral audit Borrower’s Collateraland analysis of its operations and the Collateral to verify the amount and age of the Accounts, includingthe identity and credit of the respective Account Debtors, but not limited toto review the billing practices of Borrower and to discuss its respective affairs, Borrower’s Accounts finances and accounts receivablewith their respective officers, employees and independent public accountants as often as may reasonably be desired. Notwithstanding the foregoing, such audits shall be conducted at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an 's expense no more often than once every twelve (12) months unless a Default or Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts Default has occurred and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borroweris continuing.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days of (i) acquiring and/or obtaining any new Subject Intellectual Property, or (ii) enters into or becomes bound by any additional license agreement (other than products that are commercially available to the public), or upon any material change in Borrower's existing Subject Intellectual Property, deliver to Agent an updated Schedule 5.2(d) reflecting same. Borrower shall use its commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all licenses or agreements to be deemed “Collateral” and for Agent to have a security interest in it that might otherwise be restricted or prohibited by Law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Agent's rights and remedies under this Agreement and the other Loan Documents.
(e) If, after last day of each monththe Restatement Date, Borrower determines to manufacture, sell or market any new Sale Compound, Borrower shall deliver give prior written notice to Bank Agent of such determination (which shall include a duly completed Borrowing Base Certificate signed by brief description of such Sale Compound, plus a Responsible Officer, a purchase order report, an aged listing list of accounts receivable all Required Permits relating to such new Sale Compound (and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such AccountRequired Permits if requested by Agent), along with a detailed cash receipts journalcopy of an updated Schedule 5.11; provided, however, that if Borrower shall at any time obtain any new or additional Required Permits from the FDA, DEA, or parallel state or local authorities, or foreign counterparts of the FDA, DEA, or parallel state or local authorities, with respect to any Product which has previously been disclosed to Agent, Borrower shall promptly give written notice to Agent of such new or additional Required Permits (along with a copy thereof if requested by Agent).
Appears in 1 contract
Sources: Loan and Security Agreement (Furiex Pharmaceuticals, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; Bank (ii) as soon as available, but no later than two hundred (200) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iviii) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be likely to result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; (iv) prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (v) budgets, sales projections, operating plans or other financial information reasonably requested by Bank, including, as soon as available, but no later than the last day of Borrower’s fiscal year, annual financial projections approved by Borrower’s board of directors.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit time per year, or more often if conditions warrant. After Upon the occurrence and during the continuance of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty Provide Bank with, as soon as available, but no later than twenty (3020) days after last day of following each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order reportReconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty twenty (3020) days following each Reconciliation PeriodPeriod where applicable, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Sources: Loan and Security Agreement (Xplore Technologies Corp)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: :
(i) as soon as available, but no later than thirty five (305) days Business Days after filing with the last day of each monthSecurities Exchange Commission (the “SEC”), a company prepared unaudited consolidated balance sheet SFE’s 10-K, 10-Q and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; 8-K reports,
(ii) as soon as availabletogether with SFE’s 10-K filing, but no later than two hundred (200) days after the last day of Borrower’s fiscal year, audited its consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; firm,
(iii) in a Compliance Certificate (delivered with the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, K and 10-Q and 8reports (as applicable));
(iv) within forty-K filed with the Securities and Exchange Commission, five (B) as soon as available, but no later than fifty (5045) days after the last day end of Borrower’s each fiscal quarteryear and upon any material amendment, copies of Borrowers report cash projections for the following fiscal year (on Form 10-Q filed with the Securities and Exchange Commission, and (Ca quarterly basis) as soon as available, but no later than ninety-five presented to SFE’s board of directors (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; “SFE Board”);
(ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) or more; and (vvi) budgets, sales projections, operating plans or other financial information Bank reasonably requested by Bankrequests. Borrower’s 10-K, 10-Q, and 8-K reports and financial statements required to be delivered pursuant to Sections 6.2(a)(i) and (ii) shall be deemed to have been delivered on the date on which Borrower files such report with the SEC or provides a link thereto on Borrower’s or another website on the Internet.
(b) Within thirty With each Advance request (30) days after the last day of each monthand if any Advance has been taken and has not been repaid by Borrower in full, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form filing of Exhibit B.
(c) Borrower will allow Bank to audit BorrowerSFE’s Collateral10-K and 10-Q reports), including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer.
(c) Within forty-five (45) days after the last day of each fiscal quarter, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date(i) quarterly cash flow projection reports, in form and substance acceptable to Bank, in its reasonable discretion; and (ii) quarterly Net Asset Value Reports.
(fd) Provide Allow Bank withto audit the location and the composition of Borrower’s Collateral, as soon as availableat Borrower’s expense. Such audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing; provided, but no later than thirty (30) days following each Reconciliation Periodhowever, a Deferred Revenue report, in form acceptable to BankBank agrees that such audits will only be conducted while there are outstanding Advances under the Revolving Line.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Sources: Loan and Security Agreement (Safeguard Scientifics Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank: (i) as soon as available, but no later than thirty forty five (3045) days after the last day of each monthquarter, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and period, in a form acceptable to BankBank and certified by a Responsible Officer; (ii) as soon as available, but no later than two hundred ninety (20090) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, Commission (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission"SEC"); (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) or more; and (v) budgets, sales projections, operating plans or other financial information reasonably requested by BankBank requests.
(b) Within thirty twenty (3020) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings of accounts receivable.
(c) Within forty five (45) days after the last day of each quarter, Borrower shall deliver to Bank with the monthly quarterly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.D.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include Bank has the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver right to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as availableaudit Borrower's Accounts at Borrower's expense, but the audits shall be conducted no later more often than thirty once every twelve (3012) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bankmonths unless an Event of Default has occurred and is continuing.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i1) as soon as available, but no later than thirty (30) days after the last day of each monthReconciliation Period, a company prepared unaudited consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred (200) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A2) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionSEC; (iv3) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; (4) as soon as available, but no later than seven (7) days after approval by Borrower’s Board of Directors, annual financial projections for the following fiscal year approved by Borrower’s Board of Directors, together with any related business forecasts used in the preparation of such annual financial plans and projections; and (v5) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each monthReconciliation Period, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Allow Bank to inspect the Collateral and audit and copy Borrower’s CollateralBooks, including, but not limited to, Borrower’s Accounts Accounts, prior to the initial Advance and accounts receivable, upon reasonable notice to Borrower. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, upon and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Borrower; providedBank, however, prior to the occurrence then (without limiting any of an Event of DefaultBank’s rights or remedies), Borrower shall be obligated pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to pay compensate Bank for not more than one (1) audit per yearthe anticipated costs and expenses of the cancellation or rescheduling. After the occurrence of an Event of Default, Bank may audit Borrower’s CollateralCollateral at Borrower’s expense, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion and discretion, without notification to and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting on any Financed Receivable, if where payment of any such Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within Provide Bank with, as soon as available, but no later than thirty (30) days after last day of following each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order reportReconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in form and detail acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, if applicable, and a distributor sell-through report, in form and detail acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Provide Bank with a current aging prompt written notice of Accounts and, to (i) any material change in the extent not previously delivered to Bank, a copy composition of the invoice for each Eligible Account Intellectual Property, (ii) the registration of any Copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in the IP Agreement, and (iii) Borrower’s knowledge of an Advance Request event that could reasonably be expected to materially and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journaladversely affect the value of the Intellectual Property.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to Bank: (i) as soon as available, but no later than thirty (30) 30 days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and period, in a form acceptable to BankBank and certified by a Responsible Officer; (ii) as soon as available, but no later than two hundred (200) 120 days after the last day end of Borrower’s 's fiscal year, audited audited, consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days 5 Business Days of filing, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) 100,000 or more; (v) prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that Borrower could reasonably expect to materially adversely affect the value of the Intellectual Property; and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by BankBank requests.
(b) Within thirty (30) 20 days after the last day of each month, Borrower shall will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable.
(c) Within 30 days after the last day of each month, Borrower will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.D.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include Bank has the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver right to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as availableaudit Borrower's Accounts at Borrower's expense, but the audits will be conducted no later more often than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bankonce every 12 months unless an Event of Default has occurred and is continuing.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank: (ia) as soon as available, but no later than thirty in any event within twenty five (3025) days after the last day end of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period such period, certified by a Responsible Officer and in a form an officer of Borrower reasonably acceptable to Bank; (iib) as soon as available, but no later than two hundred in any event within ninety (20090) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) in the event that Borrower’s stock becomes publicly heldpromptly upon receipt of notice thereof, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000) or more; and (vd) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time. Within fifteen (15) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by Bank.
a Responsible Officer in substantially the form of EXHIBIT C hereto, together with aged listings of accounts receivable and accounts payable. Within twenty (b) Within thirty (3025) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit B.
(c) Borrower will allow EXHIBIT D hereto. Bank shall have a right from time to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, time hereafter to examine the Collateral at Borrower’s 's expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of provided that such examinations will be conducted no more often than every six (6) months unless an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts Default has occurred and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borroweris continuing.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form reasonably acceptable to Bank; (ii) as soon as available, but no later than two hundred ninety (20090) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion (Bank acknowledges that Borrower’s audit firm as of the Effective Date, EK&H, is acceptable to Bank); (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Commission or a link thereto on Borrower’s fiscal quarter, copies of Borrowers report or another website on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionInternet; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Five its Subsidiaries of Two Hundred Fifty Thousand Dollars ($500,000.00250,000) or more; (v) prompt notice of an event that materially and adversely affects the value of the intellectual property; and (vvi) budgets, sales projections, operating plans or and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each monthmonth at all times during which any Advance or other amounts are owing under Sections 2.1.1, Borrower shall deliver 2.1.2, 2.1.3 or 2.1.4 and as a condition precedent to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateralany such borrowing, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an with aged listing listings of accounts receivable and accounts payable (by invoice date, in form acceptable to Bank).
(fc) Provide Bank with, as soon as available, but no later than Within thirty (30) days following after the last day of each Reconciliation Periodmonth, deliver to Bank with the monthly financial statements, a Deferred Revenue report, duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in form acceptable to Bankthis Agreement.
(gd) Immediately upon Borrower ceasing Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Such audits shall be Streamline Facility Eligible, provide Bank with conducted no more often than once every twelve (12) months unless a current aging Default or an Event of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account Default has occurred and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalis continuing.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each monthReconciliation Period, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form reasonably acceptable to Bank; (ii) as soon as available, but no later than two forty-five (45) days after the last day of each fiscal quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during such fiscal quarter certified by a Responsible Officer and in a form reasonably acceptable to Bank; (iii) as soon as available, but no later than one hundred eighty (200180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (Aiv) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionSEC; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; (vi) as soon as available, at least annually, no later than thirty (30) days after the last day of Borrower’s fiscal year, and contemporaneously with any updates or amendments thereto, annual financial plans and projections approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial plans and projections; and (vvii) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within (i) thirty (30) days after the last day of each monthReconciliation Period and (ii) forty-five (45) days after the last day of each fiscal quarter, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Allow Bank to inspect the Collateral and audit and copy Borrower’s Books, including, but not limited to, Borrower’s Accounts, upon reasonable notice to Borrower. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within ninety (90) days after the Effective Date. After the occurrence and during the continuance of an Event of Default, Bank may audit Borrower’s CollateralCollateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, as frequently as Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion and discretion, without notification to and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting on any Financed Receivable, if where payment of any such Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue reportan aged listing of accounts receivable and accounts payable by invoice date, in form and detail reasonably acceptable to Bank.
(f) Immediately upon Borrower becoming Streamline Facility Eligible, and thereafter until Borrower is no longer Streamline Facility Eligible, provide Bank with, (i) as soon as available, but no later than thirty (30) days following each Reconciliation Period, (ii) together with each request for an Advance, and (iii) as required by Section 2.1.1(j), a duly completed Borrowing Base Certificate signed by a Responsible Officer.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts in form and detail reasonably acceptable to Bank and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account.
(h) Provide Bank with, along with as soon as available, but no later than thirty (30) days following each Reconciliation Period, a detailed cash receipts journalDeferred Revenue report, in form and detail reasonably acceptable to Bank.
Appears in 1 contract
Sources: Loan and Security Agreement (Astea International Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to Bank: (i) as soon as available, but no later than thirty (30) 30 days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and period, in a form acceptable to BankBank and certified by a Responsible Officer; (ii) as soon as available, but no later than two hundred (200) 90 days after the last day end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes if Borrower is a publicly heldtraded company, (A) within five (5) 5 days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) 100,000 or more; (v) prompt notice of any material change in the composition of the Intellectual Property, including any subsequent Patent or Trademark filing not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property; and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by BankBank requests.
(b) Within thirty (30) 30 days after the last day of each month, Borrower shall will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable.
(c) Within 30 days after the last day of each month, Borrower will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.D.
(cd) Borrower will allow Allow Bank to audit Borrower’s Collateral, includingCollateral within 6 months after the Effective Date. Subsequent audits of Borrower’s Collateral shall occur not less than annually, but not limited to, no more than semi-annually unless an Event of Default has occurred and is occurring. All audits of Borrower’s Accounts and accounts receivable, Collateral shall be conducted at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day No later than December 1 of each monthyear, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable in the same form and accounts payable by invoice date, in form acceptable content as those previously provided to BankBank Borrower’s financial projections and forecasts for the subsequent year.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to BankLender: (i) as soon as available, but no later than thirty (30) days after the last day of each monthfiscal quarter, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bankquarterly financial statements; (ii) as soon as available, but no later than two one hundred twenty (200120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to BankLender; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionSEC; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; and (v) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank withleast annually, as soon as available, but no later than thirty ten (3010) days after approval by Borrower’s board of directors, and contemporaneously with any updates or amendments thereto, annual financial projections and operating budgets for the following each Reconciliation Periodfiscal year approved by Borrower’s board of directors, a Deferred Revenue reporttogether with company prepared consolidated balance sheets and income statements and any related business forecasts used in the preparation of such annual financial plans, in form acceptable to Bankoperating budgets and projections.
(gb) Immediately Allow Lender to inspect the Collateral and audit and copy Borrower’s Books upon Borrower ceasing reasonable notice to Borrower. The foregoing inspections and audits shall be Streamline Facility Eligibleat Borrower’s expense.
(c) Provide Lender, provide Bank promptly upon receipt, with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of each filing with or other pleading or decision filed or received in the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such AccountZest Litigation, along with a detailed cash receipts journalunless otherwise restricted by the supervising court.
Appears in 1 contract
Sources: Loan and Security Agreement (Ecoark Holdings, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to Bank: (i) as soon as available, but no later than thirty forty five (3045) days after the last day of each monthcalendar quarter, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to BankBank in its reasonable discretion; (ii) as soon as available, but no later than two hundred ninety (20090) days after the last day of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Banka "Big 5" Accounting Firm; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionSEC; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) 100,000 or more; and (v) budgets, sales projections, operating plans or other financial information Bank reasonably requested by Bankrequests.
(b) Within At any time that any Advances are outstanding under the Committed Revolving Line, within thirty (30) days after the last day of each month, Borrower shall will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings of accounts receivable.
(c) At any time that Borrower's Quick Ratio (as hereinafter defined) falls below 2.0 to 1.0, within thirty (30) days after the last day of each month, Borrower will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.D.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment Allow Bank to audit that portion of any Financed Receivable does not occur by its due date and include the reasons for the delay.
Borrower's Collateral related to Accounts at Borrower's expense within sixty (e) Within thirty (3060) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account Closing Date and at such additional times as Bank may reasonably request. Such audits shall be at Borrower's expense and will be conducted no more often than every twelve (12) months unless an Advance Request Event of Default has occurred and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalis continuing.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each monthReconciliation Period, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred eighty (200180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionSEC; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; (v) as soon as available, but no later than thirty (30) days after the last day of Borrower’s fiscal year, and contemporaneously with any updates or amendments thereto, annual financial projections approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial plans and projections; and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each monthReconciliation Period, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Allow Bank to inspect the Collateral and audit and copy Borrower’s CollateralBooks, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expenseAccounts, upon reasonable notice to Borrower; provided, however, prior to the occurrence of . Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of DefaultDefault has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be obligated to pay for not more than one conducted within thirty (130) audit per yeardays of the initial Credit Extension. After the occurrence of an Event of Default, Bank may audit Borrower’s CollateralCollateral at Borrower’s expense, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion and discretion, without notification to and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting on any Financed Receivable, if where payment of any such Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue reportan aged listing of accounts receivable and accounts payable by invoice date, in form and detail acceptable to Bank.
(f) Immediately upon Borrower becoming Streamline Facility Eligible, and thereafter until Borrower is no longer Streamline Facility Eligible, provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a duly completed Borrowing Base Certificate signed by a Responsible Officer.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account.
(h) Provide Bank with, along with as soon as available, but no later than thirty (30) days following each Reconciliation Period, a detailed cash receipts journalDeferred Revenue report, in form and detail acceptable to Bank.
(i) Provide Bank prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any Copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in the IP Agreement, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property.
Appears in 1 contract
Sources: Loan and Security Agreement (Zoom Telephonics, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to Bank, in each case at both the San ▇▇▇▇ and the Boston addresses referenced in Section 10: (i) as soon as available, but no later than within thirty (30) days after the last day end of each quarter (or, if there are any outstanding Credit Extensions under this Agreement, within thirty (30) days after the end of each month, ) a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer and a Compliance Certificate signed by a Responsible Officer in a substantially the form acceptable to Bankof Exhibit D hereto; (ii) as soon as available, but no later than two in any event within one hundred fifty (200150) days after the last day end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to BankBank (provided that such financial statements for the fiscal year ended December 31, 2004 shall be delivered on or before May 31, 2006); (iii) in to the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filingextent Borrower is a public company, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt and and, if applicable, all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00500,000) or more; and (v) on or before the earlier of (A) the date such projections are approved by Borrower’s Board of Directors and (B) March 1 of each fiscal year, financial projections for Borrower for the forthcoming fiscal year, as approved by Borrower’s Board of Directors; and (vi) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested by Bankrequest from time to time.
(b) Within If, during any month, there are any outstanding Credit Extensions under this Agreement, Borrower shall deliver to Bank at both the San ▇▇▇▇ and the Boston addresses referenced in Section 10, within 30 days after the end of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable. Regardless of whether there are any outstanding Credit Extensions, Borrower shall deliver to Bank at both the San ▇▇▇▇ and the Boston addresses referenced in Section 10, within thirty (30) days after the last day end of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an calendar quarter aged listing listings of accounts receivable and accounts payable by invoice date, in form acceptable to Bankpayable.
(fc) Provide Bank withshall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, provided that (i) such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing and (ii) such audits will be conducted at Borrower’s expense only after Borrower has requested the first Credit Extension (or indicated to Bank that it intends to request such Credit Extension).
4. Section 10 of the Loan Agreement is hereby amended by replacing the addresses for notice to Borrower and Bank with the following; provided that, as soon to Borrower, the new address shall be effective as availableof April 29, but no later than thirty 2006: If to Borrower: BLADELOGIC, INC. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇; ▇▇▇▇. ▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Chief Financial Officer Fax: (30▇▇▇) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable ▇▇▇-▇▇▇▇ If to Bank.
: COMERICA BANK ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Mail Code 4770 ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Fax: (g▇▇▇) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank ▇▇▇-▇▇▇▇ with a current aging of Accounts andcopy to: COMERICA BANK ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, to the extent not previously delivered to Bank▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, a copy ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇ FAX: (▇▇▇) ▇▇▇-▇▇▇▇
5. Section 11 of the invoice for each Eligible Account Agreement is hereby amended in its entirety and an Advance Request and Invoice Transmittal replaced with respect to each such Account, along with a detailed cash receipts journal.the following:
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred twenty (200120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that for Borrower’s stock becomes publicly held, (A) within five (5) days of filingheld stock, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could is likely to result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; (v) prompt notice of any material change in the composition of the Intellectual Property, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property; and (vvi) budgets, sales projections, operating plans plans, cash collections reports, or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of DefaultDefault and while it is continuing, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request. Notwithstanding the foregoing, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to Advances may be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, requested prior to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalInitial Audit.
Appears in 1 contract
Sources: Loan and Security Agreement (Technest Holdings Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day earlier of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred (200) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed after filing with the Securities and Exchange Commission, Commission (“SEC”) or (B) as soon as available50 days after each fiscal quarter or 90 days after each fiscal year end, but no later than fifty the Borrower’s 10K, 10Q, and 8K reports; (50ii) a Compliance Certificate together with delivery of the 10K and 10Q reports; (iii) within 45 days after the last day end of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s each fiscal year, copies annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of Borrowers report on Form 10-K filed directors, together with any related business forecasts used in the Securities and Exchange Commissionpreparation of such annual financial projections; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) 1,000,000 or more; and (v) budgets, sales projections, operating plans or other financial information Bank reasonably requested requests. Notwithstanding anything contained in this Section 6.2(a), until such time as Borrowers are current with their SEC filings, Borrowers shall deliver to Bank in substitution of its timely 10K and 10Q reports, not later than forty-five (45) days after the end of each fiscal quarter, a company-prepared consolidated balance sheet and income statement covering Parent’s and each of its Subsidiaries operations during the period certified by a Responsible Officer and in a form acceptable to Bank, and accompanied by a Compliance Certificate. Borrower’s 10K, 10Q, and 8K reports required to be delivered pursuant to Section 6.2(a)(i) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website on the Internet; provided, that Borrower shall provide paper copies to Bank of the Compliance Certificates required by Section 6.2(a)(ii).
(b) Within thirty (30) 45 days after the last day of each month, Borrower shall will deliver to Bank with the monthly financial a cash balance report, including account statements a Compliance Certificate signed by a Responsible Officer in the form detailing cash management, types of Exhibit B.investments held and maturity dates.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one Within forty-five (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (3045) days after the last day of each monthany month in which any Advances, Borrower shall or any other Credit Extensions hereunder in excess of $500,000, are outstanding, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an with (i) aged listing listings of accounts receivable and accounts payable (by invoice date, in form acceptable to Bank.
) and (fii) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report. In each other month, in form acceptable Borrower shall deliver to BankBank aged listings of accounts receivable and accounts payable (by invoice date) within forty-five (45) days after the last day of such month.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred ten (200210) days after the last day of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s 's stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Five Two Hundred Fifty Thousand Dollars ($500,000.00250,000.00) or more; (v) Board projections, annually and within thirty (30) days of Board approval; and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s 's Collateral, including, but not limited to, Borrower’s 's Accounts and accounts receivable, at Borrower’s 's expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence and during the continuation of an Event of Default, Bank may audit Borrower’s 's Collateral, including, but not limited to, Borrower’s Purchase Orders, 's Accounts and accounts receivable at Borrower’s 's expense and at Bank’s 's sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s 's request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within Provide Bank with, as soon as available, but no later than thirty (30) days after last day of following each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order reportReconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than than, thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bankeach Lender: (i) as soon as available, but no later than thirty twenty (3020) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to BankLenders; (ii) as soon as available, but no later than two one hundred twenty (200120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to BankLenders in their reasonable discretion; (iii) as soon as available, but in any event before the event that end of each fiscal year of Borrower, Borrower’s stock becomes publicly held, financial projections for its next fiscal year as approved by Borrower’s Board of Directors; (Aiv) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt, (v) within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Commission or a link thereto on Borrower’s fiscal quarter, copies of Borrowers report or another website on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionInternet; (ivvi) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Five its Subsidiaries of Two Hundred Fifty Thousand Dollars ($500,000.00250,000) or more; (vii) prompt notice of any event that materially and adversely affects the value of the intellectual property; and (vviii) budgets, sales projections, operating plans or and other financial information reasonably requested by BankLenders.
(b) Within thirty twenty (3020) days after the last day of each month, Borrower shall deliver to Bank each Lender with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateralstatements, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Compliance Certificate signed by a Responsible Officer, a purchase order reportwhich shall include, an aged listing of accounts receivable and accounts payable by invoice datewithout limitation, calculations showing compliance with the financial covenants set forth in form acceptable to Bankthis Agreement.
(fc) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect Deliver to each such AccountLender the items required, along with a detailed cash receipts journalby the times specified, pursuant to Schedule 2 hereto.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to Bank: (i) as soon as available, but no later than thirty (30) 30 days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period period, in a form and certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred (200) 120 days after the last day of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably with national recognition or otherwise acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending 8 or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) 100,000 or more; and (viv) budgets, sales projections, operating plans or other financial information reasonably requested by BankBank requests; and (v) prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property.
(b) Within thirty (30) 30 days after the last day of each month, Borrower shall will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.D.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) 20 days after the last day of each month, Borrower shall will deliver to Bank a duly completed Borrowing Base Certificate signed by and a Responsible Officercopy of the Export Order(s) against which the Borrower is requesting a disbursement, a purchase order report, an together with aged listing listings of accounts receivable and accounts payable and an eligible foreign inventory report. Borrower shall also deliver promptly to Bank copies of any Export Orders requested by invoice dateBank. Additionally, in form acceptable the Borrower shall deliver to Bank.
(f) Provide the Bank with, as soon as available, but no later than at least once every thirty (30) calendar days following each Reconciliation Perioda Borrowing Base Certificate current within the past five (5) Business Days, which requirement may be satisfied by submission of a Deferred Revenue report, in form acceptable to BankBorrowing Base Certificate when requesting a disbursement.
(gd) Immediately upon Borrower ceasing Bank has the right to audit Borrower's Collateral at Borrower's expense, but the audits will be Streamline Facility Eligible, provide Bank with a current aging conducted no more often than every 6 months unless an Event of Accounts and, to Default has occurred and is continuing. The initial audit of Borrower's Collateral shall be completed no later than 90 days from the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalClosing Date.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred twenty (200120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Commission or a link thereto on Borrower’s fiscal quarter, copies of Borrowers report or another website on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionInternet; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Five Hundred its Subsidiaries of Fifty Thousand Dollars ($500,000.0050,000) or more; (vi) at least annually, but no later than forty-five (45) days after approval by Borrower’s Board of Directors, Borrower’s financial projections; and (vviii) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an with aged listing listings of accounts receivable and accounts payable (by invoice date, in form acceptable to Bank).
(fc) Provide Bank with, as soon as available, but no later than Within thirty (30) days following after the last day of each Reconciliation Periodmonth, deliver to Bank with the monthly financial statements, a Deferred Revenue report, duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in form acceptable to Bankthis Agreement.
(gd) Immediately upon Borrower ceasing Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Such audits shall be Streamline Facility Eligibleconducted no more often than once every six (6) months unless an Event of Default has occurred and is continuing. Notwithstanding the foregoing, provide Bank with a current aging of Accounts and, no Credit Extension may be requested prior to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalInitial Audit.
Appears in 1 contract
Sources: Loan and Security Agreement (Bridgeline Software, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each monthReconciliation Period, a company prepared unaudited consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred fifty (200150) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filingfiling (and in any case, at least quarterly for a 10-Q and annually for a 10-K), copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K 8‑K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionSEC; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; (v) as soon as available, but no later than forty-five (45) days after the last day of Borrower’s fiscal year, and contemporaneously with any updates thereto, annual financial projections for the following fiscal year approved by Borrower’s Board of Directors and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each monthReconciliation Period, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Allow Bank to inspect the Collateral and audit and copy Borrower’s CollateralBooks, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expenseAccounts, upon reasonable notice to Borrower; provided. The foregoing inspections and audits shall be at Borrower’s expense. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, howeverand Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, prior to the occurrence then (without limiting any of an Event of DefaultBank’s rights or remedies), Borrower shall pay Bank a fee of Eight Hundred Fifty Dollars ($850.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be obligated to pay for not more than one conducted within sixty (160) audit per yeardays after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s CollateralCollateral at Borrower’s expense, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion and discretion, without notification to and authorization from Borrower.
(d) Upon Bank’s reasonable request, provide a written report respecting on any Financed Receivable, if where payment of any such Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue reportlisting of accounts receivable and listing of accounts payable, each aged by invoice date, in form and detail reasonably acceptable to Bank.
(f) Provide Bank with, as soon as available, but not later than thirty (30) days following each Reconciliation Period, and contemporaneously with each request for an Advance based upon an Inventory Placeholder Invoice, Inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP), together with such other Inventory reports as are reasonably requested by Bank, in form and detail acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Provide Bank with a current aging prompt written notice of Accounts and, to (i) any material change in the extent not previously delivered to Bank, a copy composition of the invoice for each Eligible Account Intellectual Property, (ii) the registration of any Copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in the IP Agreement, and (iii) Borrower’s knowledge of an Advance Request event that could reasonably be expected to materially and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journaladversely affect the value of the Intellectual Property.
Appears in 1 contract
Sources: Loan Agreement (Plug Power Inc)
Financial Statements, Reports, Certificates. (a) Borrower Borrowers shall maintain a standard system of accounting in accordance with GAAP. UC shall deliver to Bank: , prepared in accordance with GAAP, each of the following:
(ia) as soon as available, but no later than thirty Within twenty (3020) days after the last day end of each month, when any Obligations are outstanding under this Agreement, an aged listing of Accounts and accounts payable of each Borrower, all in form and substance acceptable to Bank;
(b) Within fifty (50) days after the end of each quarter a company prepared unaudited consolidated statement of the financial condition of Borrowers for such quarter, including but not limited to, a balance sheet and income statement covering Borrower’s consolidated operations during the period statement, prepared by Borrowers and certified as accurate by a Responsible Officer Officer, together with its report to the Securities and in a form acceptable to Bank; Exchange Commission on Form 10Q;
(iic) as soon as available, but no later than two hundred Within ninety-five (20095) days after the last day end of Borrower’s each fiscal year, a consolidated statement of the financial condition of Borrowers for such fiscal year, including but not limited to a long-form balance sheet and profit and loss statement, audited consolidated financial statements prepared under GAAPby certified public accountants acceptable to Bank, consistently appliedand an unqualified opinion of such accountants with respect to such statement, together with an unqualified opinion its report to the Securities and Exchange Commission on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; Form 10K;
(iiid) in the event that Borrower’s stock becomes publicly held, (A) within Within five (5) days of filingafter they are filed or sent to such holders, copies of all statements, reports and notices sent or made available generally by each Borrower to Borrower’s security its securities holders or to any holders of Subordinated Debt Debt;
(e) Within twenty (20) days after and all reports on Form 10-Kas of the end of each month, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than within fifty (50) days after and as of the last day end of Borrower’s fiscal each quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than within ninety-five (95) days after and as of the last day end of Borrower’s fiscal each year, copies a certificate of compliance signed by a Responsible Officer in form and substance acceptable to Bank which certifies that Borrowers report on Form 10-K filed have complied with the Securities and Exchange Commission; financial reporting requirements in this Section 6.3;
(ivf) Promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against any Borrower or any Subsidiary that could result either in injunctive relief or in damages or costs to any Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000) or more; and and
(vg) Such other budgets, reports, sales projections, operating plans or other information as Bank may reasonably request from time to time with respect to Borrower's Assets or each Borrower's operations, financial information reasonably requested by condition or performance. Borrowers shall maintain as Bank.
(b) Within thirty (30) days after the last day 's custodian copies of each monththeir sales journals, Borrower customer purchase orders and evidence of shipping arrangements, and shall deliver copies thereof to Bank with the monthly financial statements at Bank's request. Bank shall have a Compliance Certificate signed by right from time to time hereafter to conduct a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank field exam and to audit Borrower’s Collateral, including, but not limited to, Borrower’s the Accounts and accounts receivable, Inventory at Borrower’s Borrowers' expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per yearDefault has occurred and is continuing. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment destroy or otherwise dispose of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver documents delivered to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to six (6) months after Bank's receipt thereof unless Borrowers make written request therefor.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to Bank: (i) as soon as available, but no later than thirty (30) 45 days after the last day of each monthcalendar quarter, a company company-prepared unaudited consolidated balance sheet sheets and income statement statements covering Borrower’s consolidated the operations of Borrower and its Subsidiaries during the period period, certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, available but no later than two hundred (200) 90 days after the last day of Borrower’s fiscal year, audited consolidated financial statements for Borrower, and its Subsidiaries prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) 250,000 or more; (iv) annual financial projections of the Borrower, within 45 days after the end of each fiscal year of Borrower; and (v) budgetsprompt notice of any material change in the composition of the Intellectual Property, sales projectionsincluding any subsequent ownership right of Borrower or any Subsidiary in or to any Copyright, operating plans Patent or other financial information Trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that could reasonably requested by Bankbe expected to materially adversely affect the value of the Intellectual Property.
(b) Within thirty (30) 45 days after the last day of each monthcalendar quarter and concurrently with the delivery of the audited annual financial statements, Borrower shall will deliver to Bank with the monthly quarterly financial statements and the annual financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.C, signed by a Responsible Officer.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, the Collateral at Borrower’s expense. The first such audit shall be completed on or before the Closing Date, upon reasonable notice to Borrower; provided, however, prior to the occurrence of and subsequent audits will be conducted no more often than every six months unless an Event of Default, Borrower shall be obligated to pay for Default has occurred and is continuing (in which case the foregoing limitation on frequency will not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrowerapply).
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to Bankthe Payment Agent: (i) as soon as availablewithin 5 days of filing with the Securities and Exchange Commission, but no later than thirty (30) 90 days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred (200) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, an annual report on Form 10-K together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (ii) within 5 days of filing, but no later than 45 days after the end of each of Borrower's first three quarters of each fiscal year, copies of all reports on Form 10-Q filed with the Securities and Exchange Commission, (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) 5 days of filing, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 108-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) 500,000 or more; (v) prompt notice of any material change in the composition of the Intellectual Property or knowledge of an event that materially adversely affects the value of the Intellectual Property; and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by BankPayment Agent requests.
(b) Within thirty (30) 30 days after the last day of each monthmonth if during such month the aggregate amount of all Credit Extensions outstanding at any time during such month exceed $10,000,000, Borrower shall will deliver to Bank Payment Agent a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable.
(c) Borrower will deliver to the Payment Agent with the monthly financial statements quarterly reports on Form 10-Q, as required by Section 5.2(a), a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.D.
(d) Upon Bank’s requestAt any time that the aggregate amount of outstanding Credit Extensions, provide a written report respecting any Financed Receivableexclusive of interest thereon, if payment of any Financed Receivable does not occur by its due date and include exceed $10,000,000, the reasons for Payment Agent has the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver right to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as availableaudit Borrower's Accounts at Borrower's expense, but the audits will be conducted no later more often than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bankonce every 12 months unless an Event of Default has occurred and is continuing.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i1) as soon as available, but no later than thirty (30) days after the last day of each monthReconciliation Period, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii2) as soon as available, but no not later than two hundred ten (200210) days after the last day end of each fiscal years of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii3) in so long as Borrower remains subject to the event that Borrower’s stock becomes publicly heldreporting requirements under the Exchange Act, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionSEC; (iv4) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; (5) as soon as available, but no later than seven (7) days after approval by Borrower’s Board of Directors, annual financial projections for the following fiscal year approved by Borrower’s Board of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projections and (v6) such other budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each monthReconciliation Period, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Allow Bank to inspect the Collateral and audit and copy Borrower’s Books, including, but not limited to, Borrower’s Accounts, during regular business hours and upon reasonable notice to Borrower. Such inspections or audits shall be conducted no more often than once every six (6) months unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. After the occurrence and during the continuance of an Event of Default, Bank may audit Borrower’s CollateralCollateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, as frequently as Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion and discretion, without notification to and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting on any Financed Receivable, if where payment of any such Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue reportan aged listing of accounts receivable and accounts payable by invoice date, in form and detail acceptable to Bank.
(gf) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Provide Bank with a current aging prompt written notice of Accounts and, to (i) any material change in the extent not previously delivered to Bank, a copy composition of the invoice for each Eligible Account Intellectual Property, (ii) the registration of any Copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in the IP Agreement, and (iii) Borrower’s knowledge of an Advance Request event that could reasonably be expected to materially and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journaladversely affect the value of the Intellectual Property.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred and twenty (200120) days after the last day of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that the Borrower’s 's stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or overtly threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Two Hundred Fifty Thousand Dollars ($500,000.00250,000.00) or more; and (v) budgets, sales projections, operating plans or other vi)other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each monthmonth in which Advances were outstanding under the Revolving Line, or Credit Extensions other than Advances are issued or outstanding in excess of Five Hundred Thousand Dollars ($500,000.00), Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of EXHIBIT C, with aged listings of accounts receivable (by invoice date).
(c) Borrower shall also deliver to Bank with the monthly and annual financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.EXHIBIT D.
(cd) Borrower will allow Allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, 's Collateral at Borrower’s 's expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of . Such audits shall be conducted no more often than once every twelve (12) months unless an Event of DefaultDefault has occurred and is continuing. Notwithstanding the foregoing, Borrower the initial audit shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borroweroccur before any Advances are made.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to BankAgent: (i) as soon as available, but no later than thirty forty (3040) days after the last day of each month, a company prepared unaudited consolidated balance sheet sheet, income statement and income cash flow statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to BankAgent; (ii) as soon as available, but no later than two one hundred twenty (200120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to BankAgent in its reasonable discretion; (iii) in the event that as soon as available after approval thereof by Borrower’s stock becomes publicly heldBoard of Directors, but no later than sixty (A60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt and Debt; (v) within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Commission or a link thereto on Borrower’s fiscal quarter, copies of Borrowers report or another website on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionInternet; (ivvi) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Five its Subsidiaries of One Hundred Thousand Dollars ($500,000.00100,000) or moremore or could result in a Material Adverse Change; and (vvii) budgets, sales projections, operating plans or and other financial information reasonably requested by BankAgent.
(b) Within thirty forty (3040) days after the last day of each month, Borrower shall deliver to Bank Agent with the monthly financial statements described above, a duly completed Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.Officer.
(c) Keep proper books of record and account in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower will allow Bank shall allow, at the sole cost of Borrower, Agent and Lenders to audit visit and inspect any of its properties, to examine and make abstracts or copies from any of Borrower’s Collateralbooks and records, includingto conduct a collateral audit and analysis of its operations and the Collateral to verify the amount and age of the accounts, but not limited tothe identity and credit of the respective account debtors, Borrower’s Accounts to review the billing practices of Borrower and to discuss its respective affairs, finances and accounts receivablewith their respective officers, employees and independent public accountants as often as may reasonably be desired. Notwithstanding the foregoing, such audits shall be conducted at Borrower’s expenseexpense no more often than once every twelve (12) months unless a Default or Event of Default has occurred and is continuing and otherwise shall be conducted at the sole cost of Agent and Lenders.
(d) Within ten (10) days of (i) acquiring and/or developing any new Material Intellectual Property, or (ii) entering or becoming bound by any additional license or sublicense agreement or other agreement with respect to rights in Material Intellectual Property (other than over-the-counter software that is commercially available to the public), deliver to Agent an updated Schedule 5.2(d) reflecting same, and upon reasonable any other material change in Borrower’s Material Intellectual Property from that listed on Schedule 5.2(d). Borrower shall take such steps as Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all licenses or agreements to be deemed “Collateral” and for Agent to have a security interest in it that might otherwise be restricted or prohibited by Law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Agent’s rights and remedies under this Agreement and the other Loan Documents.
(e) If, after the Closing Date, Borrower determines to manufacture, sell, develop, test or market any new Product, Borrower shall give written notice to Agent as soon as practicable (but in any event, not more than five (5) days after the Borrower makes such determination) of such determination (which shall include a brief description of such Product, plus a list of all Required Permits relating to such new Product (and a copy of such Required Permits if requested by Agent) and/or Borrower’s manufacture, sale, development, testing or marketing thereof issued or outstanding as of the date of such notice), along with a copy of an updated Schedule 5.11; provided, however, prior that if Borrower shall at any time obtain any new or additional Required Permits from the FDA, DEA, or parallel state or local authorities, or foreign counterparts of the FDA, DEA, or parallel state or local authorities, with respect to the occurrence of an Event of Defaultany Product which has previously been disclosed to Agent, Borrower shall be obligated promptly give written notice to pay for not more than one Agent of such new or additional Required Permits (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalcopy thereof if requested by Agent).
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred eighty (200180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed tiled with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Two Hundred Fifty Thousand Dollars ($500,000.00250,000.00) or more; and (v) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of (i) prior to the occurrence of the Working Capital Line Termination Event. Exhibit B.B, and (ii) upon and after the occurrence of the Working Capital Line Termination Event, Exhibit C.
(c) Borrower will Prior to the occurrence of the Working Capital Line Termination Event, allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one two (12) audit audits per year. The charge for each such audit shall be Eight Hundred Fifty Dollars ($850.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus out-of-pocket expenses. Borrower hereby acknowledges that the first such audit will be conducted within ninety (90) days after the Effective Date. After the occurrence and during the continuance of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Prior to the occurrence of the Working Capital Line Termination Event, upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within Prior to the occurrence of the Working Capital Line Termination Event, provide Bank with, as soon as available, but no later than (i) (A) the first (1st) and fifteenth (15th) day of each Reconciliation Period while Borrower is Streamline Facility Eligible but is not Non-Formula Line Eligible, or (B) thirty (30) days after last day of following each month, Reconciliation Period while Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order reportis not Streamline Facility Eligible and at any time that Borrower is Non-Formula Line Eligible, an aged listing of accounts receivable receivable, in form acceptable to Bank, and (ii) thirty (30) days following each Reconciliation Period, accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Prior to the occurrence of the Working Capital Line Termination Event, provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a report listing all Deferred Revenue reportrelated to contracts with cancellable terms, in form acceptable to Bank.
(g) Immediately Prior to the occurrence of the Working Capital Line Termination Event, immediately upon Borrower becoming Streamline Facility Eligible while Borrower is not Non-Formula Line Eligible, and thereafter until Borrower is no longer Streamline Facility Eligible, provide Bank with, (i) as soon as available, but no later than thirty (30) days following each Reconciliation Period, and (ii) in connection with any request for an Advance, a duly completed Borrowing Base Certificate signed by a Responsible Officer.
(h) Prior to the occurrence of the Working Capital Line Termination Event, immediately upon Borrower ceasing to be Streamline Facility Eligible (unless Borrower becomes Non-Formula Eligible), provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Sources: Loan and Security Agreement (Everyday Health, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: :
(i) as soon as available, but no later than thirty (30) 30 days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated and each of its Subsidiaries operations during the period certified by a Responsible Officer and in a form acceptable to Bank; ;
(ii) as soon as available, but no later than two hundred (200) 120 days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; Bank in its reasonable discretion;
(iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt;
(iv) within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Commission or a link thereto on Borrower’s fiscal quarter, copies of Borrowers report or another website on Form 10-Q filed with the Securities and Exchange Commission, and Internet;
(C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars (its Subsidiaries of $500,000.00) 250,000 or more;
(vi) prompt notice of any event that materially and adversely affects the value of the intellectual property; and and
(vvii) budgets, sales projections, operating plans or and other financial information reasonably requested by Bank.
(b) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, with an aged listing listings of accounts receivable and accounts payable (by invoice date, in form acceptable to Bank).
(fc) Provide Within 30 days after the last day of each month, deliver to Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Periodwith the monthly financial statements, a Deferred Revenue reportduly completed Compliance Certificate signed by a Responsible Officer, setting forth calculations showing compliance with the financial covenants set forth in form acceptable to Bankthis Agreement.
(gd) Immediately upon Borrower ceasing Allow Bank to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalaudit Borrower’s Collateral at Borrower’s expense.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred (200) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed after filing with the Securities and Exchange Commission, Borrower’s 10K, 10Q, and 8K reports (B) as soon as availableprovided however, but in no event shall audited annual financial statement be delivered no later than fifty 150 days of fiscal year end); (50ii) days after a Compliance Certificate together with delivery of the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed K and 10Q reports setting forth calculations showing compliance with the Securities and Exchange Commission, and financial covenants set forth herein; (Ciii) as soon as available, but no later than ninety-five (95) days January 31st after the last day end of Borrower’s each fiscal year, copies annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of Borrowers report on Form 10-K filed directors, together with any related business forecasts used in the Securities and Exchange Commissionpreparation of such annual financial projections; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) 100,000 or more; and (v) budgets, sales projections, operating plans or other financial information Bank reasonably requested requests; and (vi) within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of Borrower or any of its Subsidiaries. Borrower’s 10K, 10Q, and 8K reports required to be delivered pursuant to Section 6.2(a)(i) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website on the Internet; provided, that Borrower shall provide paper copies to Bank of the Compliance Certificates required by BankSection 6.2(a)(ii).
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate duly completed Transaction Report signed by a Responsible Officer in the form Officer, with aged listings of Exhibit B.accounts receivable and accounts payable (by invoice date).
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank its monthly financial statements together with a duly completed Borrowing Base Compliance Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, Officer setting forth calculations showing compliance with the financial covenants set forth in form acceptable to Bankthis Agreement.
(fd) Provide Within 30 days after the last day of each quarter, deliver to Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue cash balance report, in form acceptable to Bankincluding account statements detailing cash management types of investments held and maturity dates.
(ge) Immediately upon Borrower ceasing Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Such audits shall be Streamline Facility Eligible, provide Bank with a current aging conducted no more often than once every six months unless an Event of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account Default has occurred and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalis continuing.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower Borrowers shall deliver to the Bank: (ia) as soon as available, but no later than thirty (30) in any event within 25 days after the last day end of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s the consolidated operations of MC and its Subsidiaries including without limitation MPL and MIPL, during the period such period, in a form and certified by a Responsible Officer and in a form acceptable to Bankof MC; (iib) as soon as available, but no later than two hundred (200) in any event within 120 days after the last day end of Borrower’s Borrowers' fiscal year, audited consolidated financial statements of MC and its Subsidiaries prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to the Bank; (iii) in the event that Borrower’s stock becomes publicly held, (Ac) within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrowers to Borrower’s their security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and Q, 8-K or similar forms filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the U.S. Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against any Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000) or more; and (ve) such budgets, sales projections, operating plans or other financial information as the Bank may reasonably requested by Bank.
(b) request from time to time. Within thirty (30) 25 days after the last day of each month, Borrower MC shall deliver to the Bank a Domestic Borrowing Base Certificate in the form of EXHIBIT B and a Foreign Borrowing Base Certificate in the form of EXHIBIT C signed by a Responsible Officer, together with aged listings of accounts receivable. Within 25 days after the last day of each month, MC shall deliver to the Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit B.
(c) Borrower will allow EXHIBIT D hereto. The Bank shall have a right from time to time hereafter to audit Borrower’s Collateral, including, but not limited to, Borrower’s Borrowers' Accounts and accounts receivable, at Borrower’s Borrowers' expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of provided that such audits will be conducted no more often than every six (6) months unless an Event of DefaultDefault has occurred and is continuing. Notwithstanding the foregoing, Borrower Borrowers shall not be required to furnish monthly financial statements, Borrowing Base Certificates and Compliance Certificates until such time as there is a request for an Advance and the requirement to continue to furnish such documentation shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrowersuspended when there are no outstanding Obligations hereunder.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Sources: Loan Agreement (Moldflow Corp)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank: provide Bank with the following:
(i) as soon as available, but no later than thirty within twenty (3020) days after the last day end of each month, a company prepared unaudited consolidated balance sheet (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and income statement covering Borrower’s consolidated operations during the period certified outstanding or held check registers, if any, (C) monthly reconciliations of accounts receivable agings, aged by invoice date, transaction reports and general ledger, and (D) Transaction Report, signed by a Responsible Officer or his or her designee, and in a form acceptable to Bank; Deferred Revenue report;
(ii) as soon as available, but no later than two hundred and in any event within thirty (20030) days after the last day end of Borrower’s fiscal yeareach month, audited consolidated monthly unaudited consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; a Compliance Certificate;
(iii) in the event that Borrower’s stock becomes publicly held, (A) as soon as available, within five (5) days of after filing, copies but in no event later than 50 days after the end of all statements, reports each fiscal quarter and notices made available to Borrower’s security holders or 95 days after each fiscal year end (subject to any holders of Subordinated Debt and extensions pursuant to Rule 12b-25), all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, Commission or a link thereto on Borrower’s or another website on the Internet; (B) as soon as available, but no later than fifty a Compliance Certificate together with delivery of the 10-K and 10-Q reports; (50C) within forty-five (45) days after the last day end of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s each fiscal year, copies annual projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of Borrowers report on Form 10-K filed directors, together with any related business forecasts used in the Securities and Exchange Commissionpreparation of such annual financial projections; (ivD) a prompt report of any legal actions action pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) 200,000 or more; and (vE) budgets, sales projections, operating plans or other financial information information, in each case as Bank reasonably requested by Bank.requests;
(biv) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, Collateral at Borrower’s expense, upon reasonable notice such audits to Borrower; provided, however, be conducted prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not Initial Advance and no more than one (1) audit two times per year. After the occurrence of an Event of Default, Bank year thereafter or as conditions may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.warrant;
(dv) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request, including, without limitation, a purchase order reportstatement that at the end of such month there were no held checks; and
(vi) Prompt written notice of (x) the registration of any Copyright (including any subsequent ownership right of Borrower in or to any Copyright) Patent or Trademark not previously disclosed to the Bank, or (y) Borrower’s knowledge of an aged listing event that materially adversely affects the value of accounts receivable and accounts payable by invoice date, in form acceptable to Bankthe Intellectual Property.
(fb) Provide During any period in which amounts are outstanding under the Revolving Line, Borrower shall provide Bank with, as soon as available, but no later than thirty (30) days following weekly and with each Reconciliation PeriodAdvance request, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal transaction report with respect to each such Accountsales, along with a detailed cash receipts journal.credit memoranda and other adjustments to the value of Accounts, on Bank’s standard form
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank: :
(a) (i) as As soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering the Borrower’s operations on a consolidated operations and consolidating basis during the period preceding month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred and eighty (200180) days after the last day of Borrower’s fiscal financial year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm of chartered accountants reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against the Borrower or any Subsidiary that could result in damages or costs to Borrower Affiliate of Borrower; (iv) promptly details of any newly registered intellectual property held by it or any Subsidiary of Five Hundred Thousand Dollars changes to any registered intellectual property held by it; ($500,000.00v) or moreno later than fifteen (15) days after they have been approved by the board any operating budget and projections; and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by Bankas soon as available but no later than thirty (30) days after the last day of each month the Borrower’s monthly board meeting package.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank Bank, with the monthly financial statements statements, a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible OfficerBank, a purchase order reportTransaction Report containing metrics and supporting calculations for Annual Recurring Revenue, an aged listing of accounts receivable Monthly Recurring Revenue, Average Monthly Recurring Revenue, Quarterly Recurring Revenue and accounts payable by invoice date, Annualised Net Churn Percentage (in a form acceptable to Bankbe agreed between Bank and Borrower).
(fd) Provide Bank with, as soon as available, but no later than Within thirty (30) days following after the last day of each Reconciliation Periodmonth, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered shall deliver to Bank, account debtor aging, account creditor aging and Deferred Revenue Schedule (in a copy of the invoice for each Eligible Account form to be agreed between Bank and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalBorrower).
Appears in 1 contract
Sources: Loan Agreement (Mimecast LTD)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated and each of its Subsidiary’s operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred twenty (200120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Commission or a link thereto on Borrower’s fiscal quarter, copies of Borrowers report or another website on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionInternet; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could is likely to result in damages or costs to Borrower or any Subsidiary of Five Hundred its Subsidiaries of Fifty Thousand Dollars ($500,000.0050,000.00) or more; (vi) prompt notice of an event that materially and adversely affects the value of Borrower’s intellectual property; and (vvii) budgets, sales projections, operating plans or plans, and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank an aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days after the last day of each month, deliver to Bank with the monthly financial statements statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in the form of Exhibit B.this Agreement.
(cd) Borrower will allow Allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, Collateral at Borrower’s expense. Such audits shall be conducted no more often than once every twelve (12) months unless a Default or an Event of Default has occurred and is continuing. Notwithstanding the foregoing, upon reasonable notice to Borrower; provided, however, no Credit Extension may be requested prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delayInitial Audit.
(e) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice datefunded backlog schedule, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than Within thirty (30) days following after the last day of each Reconciliation Periodmonth, deliver to Bank a Deferred Revenue deferred revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Sources: Loan and Security Agreement (Technest Holdings Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to BankAgent: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to BankAgent; (ii) as soon as available, but no later than two one hundred eighty (200180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an Ernst & Young or another independent certified public accounting firm reasonably acceptable to Bankof national standing; (iii) in the event that the Borrower’s stock becomes publicly held, (A) within five (5) days of filing, Borrower will provide to Agent copies of or electronic notice of links to all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) or more; (v) prompt notice of any material change in the composition of the Intellectual Property, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Lenders or knowledge of an event that materially adversely affects the value of the Intellectual Property; and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by BankAgent.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank Agent with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.C.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty sixty (3060) days following each Reconciliation Periodthe fiscal year end, a Deferred Revenue reportBoard of Directors approved financial projections, in form reasonably acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to BankLender: (i) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal month of the Borrower, a company prepared unaudited consolidated and consolidating balance sheet sheets and income statement statements covering Borrower’s consolidated the Credit Parties’ operations during the period for such month certified by a Responsible Officer and in a form reasonably acceptable to BankLender; (ii) as soon as available, but no later than two one hundred eighty (200180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAPIFRS, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to BankLender in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s or any Credit Party’s security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Commission or a link thereto on Borrower’s fiscal quarter, copies of Borrowers report or another website on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionInternet; (ivv) a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary Credit Party, and of which such Credit Party has knowledge, that could result in damages or costs to Borrower any Credit Party or any Subsidiary of Five its Subsidiaries of One Hundred Thousand Dollars ($500,000.00100,000) or more; and (vvi) such budgets, sales projections, operating plans or and other financial information reasonably requested in writing by BankLender.
(b) Within thirty forty-five (3045) days after the last day of each month, Borrower shall deliver to Bank Lender with the monthly financial statements statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement for the form of Exhibit B.period covered by such financial statements.
(c) Upon five (5) Business Days written notice to Borrower, Borrower will shall allow Bank Lender, during normal business hours, to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, Collateral at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of . Such audits shall be conducted no more often than once every six (6) months unless an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts Default has occurred and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borroweris continuing.
(d) Upon Bank’s requestDeliver to Lender, provide within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law and that could reasonably be expected to have a written report respecting material effect on any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delayGovernmental Approvals or otherwise result in a Material Adverse Change.
(e) Within thirty (30) days after last day Promptly notify Lender of each monthany circumstance that results in the Chief Executive Officer or the Chief Financial Officer and Chief Operating Officer of Scient’x, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed S.A. not being actively engaged in the management of Scient’x, S.A., and the hiring and approval by a Responsible Officerthe Board of Directors of Scient’x, a purchase order report, an aged listing S.A. of accounts receivable and accounts payable by invoice date, in form acceptable to Banksuch person’s replacement.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Sources: Loan and Security Agreement (Alphatec Holdings, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to Bank: (i) as soon as available, but no later than thirty (30) 45 days after the last day of each monthcalendar quarter, a company company-prepared unaudited consolidated balance sheet sheets and income statement statements covering Borrower’s consolidated the operations of Borrower and its Subsidiaries during the period period, certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, available but no later than two hundred (200) 120 days after the last day of Borrower’s fiscal year, audited consolidated financial statements for Borrower, and its Subsidiaries prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) 250,000 or more; (iv) within 45 days after the end of each calendar quarter, a complete schedule of all accounts receivable and accounts payable agings, as well as a deferred revenue schedule; and (v) budgetsprompt notice of any material change in the composition of the Intellectual Property, sales projectionsincluding any subsequent ownership right of Borrower or any Subsidiary in or to any Copyright, operating plans Patent or other financial information Trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that could reasonably requested by Bankbe expected to materially adversely affect the value of the Intellectual Property.
(b) Within thirty (30) 45 days after the last day of each monthcalendar quarter, Borrower shall will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.C, signed by a Responsible Officer.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, the Collateral at Borrower’s expense. Such audits shall be conducted one every twelve months, upon reasonable notice to Borrower; providedcommencing no later than April 30, however2003, prior to the occurrence of unless an Event of Default, Borrower shall be obligated to pay for Default has occurred and is continuing (in which case the foregoing limitation on frequency will not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrowerapply).
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to BankAgent: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to BankAgent; (ii) as soon as available, but no later than two one hundred twenty (200120) days after the last day of Borrower’s fiscal yearyear , audited consolidated financial statements of Borrower prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to BankAgent (provided, however, Borrower may deliver its FYE 2004 financial statements to Agent on or before December 31, 2005); (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) Business Days after filing but no later than fifty (50) days of filingafter the relevant reporting period, Borrower shall provide to Agent copies of or electronic notice of links to all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; (v) Board approved financial projections within thirty (30) days after such approval; and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by BankAgent.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank Agent with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.C.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred twenty (200120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within three (A) within five (53) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K 8‑K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; (v) prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in the IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.B attached hereto.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. and upon such frequency as Bank determines in its good faith business judgment is necessary or desirable After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from to Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty Provide Bank with, as soon as available, but no later than twenty (3020) days after last day of following each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order reportReconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to Bank: (i) as soon as available, but no later than thirty (30) 45 days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement together with a statement of cash flow covering Borrower’s consolidated operations during the period period, in a form and certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred (200) 120 days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) 5 days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) 100,000 or more; and (v) as soon as available but not later than 30 days prior to the end of Borrower’s fiscal year, Borrower’s quarterly financial projections for the upcoming fiscal year as presented to Borrower’s Board of Directors; (vi) budgets, sales projections, operating plans or other financial information Bank reasonably requested by Bankrequests; and (vii) prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property.
(b) Within thirty (30) 30 days after the last day of each month, Borrower shall will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable, an inventory report and a sell-through report.
(c) Within 45 days after the last day of each month, Borrower will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.D.
(cd) Borrower will allow Bank has the right to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, Collateral at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to but the occurrence of audits will be conducted no more often than twice in any fiscal year unless an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts Default has occurred and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borroweris continuing.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to Bank: (i) as soon as available, but no later than thirty (30) 45 days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement statement, prepared under GAAP, consistently applied, covering Borrower’s 's consolidated operations during the period period, in a form and certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred (200) 120 days after the last day of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an opinion which is unqualified opinion or as is otherwise consented to by Bank on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) 5 days of filing, copies notice to Bank of the filing of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report once per year, the budget as approved by the Borrower's Board of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) or moreDirectors, and such other financial information Bank reasonably requests; and (v) budgetsprompt notice of any material change in the composition of the Intellectual Property, sales projectionsincluding any subsequent ownership right of Borrower in or to any Copyright, operating plans Patent or other financial information reasonably requested by BankTrademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property.
(b) Within thirty (30) 45 days after the last day of each month, Borrower shall will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.C.
(c) Borrower will allow Bank has the right to audit Borrower’s Collateral, including's Collateral at Borrower's expense, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of audits will be conducted no more often than every year unless an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts Default has occurred and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borroweris continuing.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Sources: Loan and Security Agreement (Quicklogic Corporation)
Financial Statements, Reports, Certificates. (a) Borrower shall Xenogen will deliver to Bank: (i) as soon as available, but no later than thirty (30) 30 days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering BorrowerXenogen’s consolidated operations during the period period, in a form and certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred (200) 120 days after the last day of BorrowerXenogen’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an opinion that is unqualified opinion (other than on going concern qualification) or otherwise consented to by Bank on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) 5 days of filing, copies of all statements, reports and notices generally made available to each Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionDebt; (iv) a prompt report of any legal actions pending or threatened against either Borrower or any Subsidiary that could result in damages or costs to such Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) 250,000 or more; (v) as soon as available, but no later than 45 days after the last day of each fiscal year of Xenogen, Xenogen’s consolidated financial projections for the year approved by its Board of Directors; and (vvi) budgets, sales projections, operating plans or other financial information Bank reasonably requested requests. To the extent available, Xenogen may comply with the requirements in clauses (i), (ii) and (iii) above by Bankdelivering an email with a link to any of the required documents that have been publicly filed.
(b) Within thirty (30) Monthly, within 30 days after the last day of each month, Borrower shall Borrowers will deliver to Bank aged listings of accounts receivable and accounts payable, and a detailed Deferred Revenue Schedule.
(c) Within 30 days after the last day of each month, Xenogen will deliver to Bank with the monthly consolidated financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.C.
(cd) Borrower will allow Bank has the right to audit Borrower’s Collateral, includingCollateral at Borrowers’ expense, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of audits will be conducted no more often than once every year unless an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts Default has occurred and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borroweris continuing.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: :
(i) as soon as available, but no later than thirty five (305) days Business Days after filing with the last day of each monthSecurities Exchange Commission (the “SEC”), a company prepared unaudited consolidated balance sheet SFE’s 10K, 10Q and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; 8K reports,
(ii) as soon as availabletogether with SFE’s 10K filing, but no later than two hundred (200) days after the last day of Borrower’s fiscal year, audited its consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; firm,
(iii) in a Compliance Certificate (delivered with the event that Borrower’s stock becomes publicly held, 10K and 10Q reports (Aas applicable));
(iv) within forty-five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (5045) days after the last day end of Borrower’s each fiscal quarteryear and upon any material amendment, copies of Borrowers report cash projections for the following fiscal year (on Form 10-Q filed with the Securities and Exchange Commission, and (Ca quarterly basis) as soon as available, but no later than ninety-five presented to SFE’s board of directors (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; “SFE Board”);
(ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) or more; and (vvi) budgets, sales projections, operating plans or other financial information Bank reasonably requested by Bankrequests. Borrower’s 10K, 10Q, and 8K reports required to be delivered pursuant to Section 6.2(a)(i) shall be deemed to have been delivered on the date on which Borrower files such report with the SEC or provides a link thereto on Borrower’s or another website on the Internet.
(b) Within thirty With each Advance request (30) days after the last day of each monthand if any Advance has been taken and has not been repaid by Borrower in full, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form filing of Exhibit B.
(c) Borrower will allow Bank to audit BorrowerSFE’s Collateral10K and 10Q reports), including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer.
(c) Within forty-five (45) days after the last day of each fiscal quarter, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date(i) quarterly cash flow projection reports, in form and substance acceptable to Bank, in its reasonable discretion; and (ii) quarterly Net Asset Value Reports.
(fd) Provide Allow Bank withto audit the location and the composition of Borrower’s Collateral, as soon as availableat Borrower’s expense. Such audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing; provided, but no later than thirty (30) days following each Reconciliation Periodhowever, a Deferred Revenue report, in form acceptable to BankBank agrees that such audits will only be conducted while there are outstanding Advances under the Revolving Line.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Sources: Loan and Security Agreement (Safeguard Scientifics Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank: (i) as soon as available, but no later than than: (A) thirty (30) days after the last day of each monthmonth when a Credit Extension is requested or Obligations are outstanding, and (B) forty-five (45) days after the last day of each quarter, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred twenty (200120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bankfirm, which is currently KPMG; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after Commission which reports shall be deemed to have been delivered on the last day of date on which Borrower posts any such report or provides a link thereto on Borrower’s fiscal quarter, copies of Borrowers report website on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionInternet; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Five Two Hundred Fifty Thousand Dollars ($500,000.00250,000.00) or more; and (v) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within (i) thirty (30) days after the last day of each monthmonth when a Credit Extension is requested or Obligations are outstanding, and (ii) without duplication, forty-five (45) days after the last day of each quarter, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings of accounts receivable (by invoice date).
(c) Within (i) thirty (30) days after the last day of each month when a Credit Extension is requested or Obligations are outstanding, and (ii) without duplication, forty-five (45) days after the last day of each quarter, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.D.
(cd) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Such audits shall be conducted (prior to an Event of Default, at normal business hours) no more often than once every twelve (12) months (which shall not be the first calendar quarter, if no Event of Default has occurred or is continuing) unless an Event of Default has occurred and is continuing. Notwithstanding the foregoing, Borrower will shall allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, Collateral at Borrower’s expense, upon prior to the earlier of: (i) the initial Credit Extension, or (ii) sixty (60) days after the Closing Date. If the results of such audit are not satisfactory to the Bank in its reasonable business discretion, the Bank may, on notice to Borrower; provided, howeverat its reasonable business discretion, prior reduce the amount of the Revolving Line, or not make any Credit Extensions hereunder, except pursuant to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable terms satisfactory to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to Bank: (i) as soon as available, but no later than thirty (30) 30 days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred (200) 120 days after the last day of Borrower’s 's fiscal quarter or within 5 days of filing with the SEC, if earlier, Borrower's Report on Form 10-Q containing consolidated financial statements prepared under GAAP, consistently applied, subject to year-end audit adjustments; (iii) as soon as available, but no later than 120 days after the last day of Borrower's fiscal year or within 5 days of filing with the SEC, if earlier, Borrower's Report on Form 10-K containing audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) 100,000 or more; and (v) budgets, sales projections, operating plans plans, 8-K filings or other financial information Bank reasonably requested by Bankrequests; and (vi) prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property.
(b) Within thirty (30) 30 days after the last day of each month, Borrower shall will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable.
(c) Within 30 days after the last day of each month, Borrower will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.D, and containing a report of backlog and bookings.
(cd) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, 's Collateral at Borrower’s 's reasonable expense. Such audits will be conducted no more often than every 6 months unless an Event of Default or an event which, upon reasonable with notice to Borrower; provided, however, prior to the occurrence or passage of time or both would constitute an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts has occurred and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borroweris continuing.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to BankAgent: (i) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, a company prepared unaudited consolidated balance sheet sheet, income statement and income cash flow statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to BankAgent; (ii) as soon as available, but no later than two one hundred twenty (200120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to BankAgent in its reasonable discretion; (iii) in the event that as soon as available after approval thereof by Borrower’s stock becomes publicly heldBoard of Directors, but no later than thirty (A30) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt and Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-8 K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Commission or a link thereto on Borrower’s fiscal quarter, copies of Borrowers report or another website on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionInternet; (ivvi) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Five its Subsidiaries of Three Hundred Thousand Dollars ($500,000.00300,000) or moremore or could result in a Material Adverse Change; and (vvii) budgets, sales projections, operating plans or and other financial information reasonably requested by BankAgent.
(b) Within thirty forty-five (3045) days after the last day of each month, Borrower shall deliver to Bank Agent with the monthly financial statements described above, a duly completed Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.Officer.
(c) Keep proper books of record and account in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower will allow Bank shall allow, at the sole cost of Borrower, Agent and Lenders to audit visit and inspect any of its properties, to examine and make abstracts or copies from any of Borrower’s CollateralBooks, includingto conduct a collateral audit and analysis of its operations and the Collateral to verify the amount and age of the accounts, but not limited tothe identity and credit of the respective account debtors, Borrower’s Accounts to review the billing practices of Borrower and to discuss its respective affairs, finances and accounts receivablewith their respective officers, at Borrower’s expenseemployees and independent public accountants as often as may reasonably be desired. Notwithstanding the foregoing, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower such audits shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable conducted at Borrower’s expense no more often than once every six (6) months unless a Default or Event of Default has occurred and at Bank’s sole and exclusive discretion and without notification and authorization from Borroweris continuing.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
Within ten (e) Within thirty (3010) days after last day of each month(i) acquiring and/or developing any new material Intellectual Property, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed or (ii) entering or becoming bound by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal any additional material license or sublicense agreement or other material agreement with respect to each such Accountrights in Intellectual Property (other than over-the-counter software that is commercially available to the public), along with a detailed cash receipts journal.deliver to Agent an updated Schedule 5.2
Appears in 1 contract
Sources: Loan and Security Agreement (Kalobios Pharmaceuticals Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: :
(i) as soon as available, but no later than thirty forty (3040) days after the last day of each monthfiscal quarter, a company prepared unaudited consolidated and consolidating balance sheet and income statement prepared under GAAP (subject to the absence of footnotes and year-end adjustments) covering Borrower’s consolidated and each of its Subsidiary’s operations during the period certified by a Responsible Officer and in a form acceptable to Bank; ;
(ii) as soon as available, but no later than two hundred (200A) ninety (90) days after the last day of Borrower’s fiscal year, unaudited consolidated and consolidating financial statements prepared under GAAP, consistently applied, and (B) one hundred-twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; Bank in its reasonable discretion;
(iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and or the holders of the 2013 Indenture or 2023 Indenture;
(iv) within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Commission or a link thereto on Borrower’s fiscal quarter, copies of Borrowers report or another website on Form 10-Q filed with the Securities and Exchange Commission, and Internet;
(C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars its Subsidiaries of $250,000 or more to the extent not covered by insurance, or in which an adverse decision could reasonably be expected to cause a Material Adverse Change ($500,000.00collectively, “Material Litigation”);
(vi) or moreprompt notice of an event that materially and adversely affects the value of the Intellectual Property;
(vii) as soon as available, but no later than sixty (60) days after the last day of Borrower’s fiscal year, annual board approved financial projections; and and
(vviii) budgets, sales projections, operating plans or and other financial information reasonably requested by Bank. Borrower’s 10K, 10Q, and 8K reports required to be delivered pursuant to Section 6.2(a)(i) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website on the Internet; provided, that Borrower shall provide paper copies to Bank of the Compliance Certificates required by Section 6.2(a)(ii).
(bi) Within thirty (30) days after the last day of each monthquarter (unless there are no outstanding Advances), Borrower shall deliver to Bank with provided that the monthly financial statements a Compliance Certificate signed by a Responsible Officer in Credit Extensions have exceeded the form of Exhibit B.
Threshold Amount, and (cii) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, if Advances exceed the Threshold Amount within five (5) days prior to the occurrence of an Event of Defaulteach Funding Date, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an with aged listing listings of accounts receivable and accounts payable (by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, and a Deferred Revenue report;
(c) Within five (5) days of filing any Form 10-K or 10-Q, a duly completed Compliance Certificate signed by a Responsible Officer of Borrower setting forth calculations showing compliance with the financial covenants set forth in form acceptable to Bankthis Agreement.
(gd) Immediately upon Borrower ceasing Allow Bank to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to audit the extent not previously delivered to Bank, a copy Collateral at Borrower’s expense within sixty (60) days of the invoice for each Eligible Account Effective Date, and thereafter, provided that the Credit Extensions have exceeded the Threshold Amount, additional audits may be conducted no more than once per year. Notwithstanding any of the foregoing, if a Default or an Advance Request Event of Default has occurred and Invoice Transmittal with respect to each such Accountis continuing or if there is a deterioration in the Collateral and/or financial performance of Borrower or any of its Subsidiaries, along with a detailed cash receipts journalBank may require additional audits at its option.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: Bank (all of which are subject to Section 12.10): (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred eighty (200180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than in respect to a going concern qualification) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-8 K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; (v) prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements information required in Section 6.2(a)(i) above, a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank within thirty (30) days after the Effective Date, an annual operating budget (including income statements, balance sheets and cash flow statements) for the upcoming twelve-month period, commensurate with those provided to audit Borrower’s board of directors, together with any related business forecasts used in the preparation of such operating budget;
(d) At reasonable times, on three (3) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral, including, but not limited to, Borrower’s Accounts Accounts, and accounts receivablethe right to audit and copy Borrower’s Books. Such audits shall be conducted no more often than once every six (6) months, except that if an Event of Default has occurred and is continuing, such audits shall be conducted as frequently as Bank, in its sole discretion, deems appropriate. The foregoing inspections and audits shall be at Borrower’s expense, upon and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable notice to Borrower; providedout-of-pocket expenses, however, prior to the occurrence of an Event of Default, and Borrower shall not be obligated to pay for not audit fees in excess of Six Thousand Dollars ($6,000) each year with respect to audits conducted when no Event of Default exists. In the event Borrower and Bank schedule an audit more than one ten (110) days in advance, and Borrower cancels or seeks to reschedules the audit per year. with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling After the occurrence and during the continuance of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase OrdersAccounts, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(de) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(ef) Within Provide Bank with, as soon as available, but no later than thirty (30) days after last day of following each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order reportReconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank, and a schedule of Publisher Guarantees and Publisher Advances, together with a schedule of the amounts currently payable and the minimum amounts guaranteed by Borrower under such Publisher Guarantees, in form acceptable to Bank.
(fg) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(gh) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Provide Bank with prompt written notice of any event or circumstance that could cause a current aging of Accounts and, Financed Receivable to the extent not previously delivered to Bank, a copy of the invoice for each no longer be an Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to Bank: (i) as soon as available, but no later than thirty (30) 30 days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period period, in a form and certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two hundred (200) 90 days after the last day of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) 100,000 or more; and (viv) budgets, sales projections, operating plans or other financial information Bank reasonably requested by Bankrequests; and (v) prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property.
(b) Within thirty (30) Upon requesting the initial Advance or at such time as there are outstanding Advances and prior to an Advance when there are no outstanding Advances, within 20 days after the last day of each month, Borrower shall will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable.
(c) Within 30 days after the last day of each month, Borrower will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.D.
(d) Upon Bank’s requestrequesting the initial Advance or at such time as there are outstanding Advances and prior to an Advance when there are no outstanding Advances, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) within 20 days after the last day of each month, Borrower shall will deliver to Bank a duly completed Borrowing Base Certificate signed by monthly report in a Responsible Officerform satisfactory to Bank listing subscriber activations, a purchase order report, an aged listing of accounts receivable deactivations and accounts payable by invoice date, in form acceptable to Banktotal subscribers.
(fe) Provide Bank with, as soon as availablehas the right to audit Borrower's Accounts at Borrower's expense, but the audits will be conducted no later more often than thirty (30) days following each Reconciliation Periodevery 6 months and shall not exceed $1,200 per audit, a Deferred Revenue report, in form acceptable to Bankunless an Event of Default has occurred and is continuing.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Sources: Loan and Security Agreement (Abovenet Communications Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank: (i) as soon as available, but no later than thirty (30forty-five(45) days after the last day of each monthcalendar quarter, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and period, in a form acceptable to BankBank and certified by a Responsible Officer; (ii) as soon as available, but no later than two one hundred twenty (200120) days after the last day end of Borrower’s 's fiscal year, audited audited, consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; (v) prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property; and (vvi) budgets, sales projections, operating plans or other financial information reasonably requested by BankBank requests.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings of accounts receivable (by invoice date).
(c) Within forty (45) days after the last day of each quarter, Borrower shall deliver to Bank with the monthly quarterly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.D.
(d) Upon Bank’s requestBank has the right to audit Borrower's Accounts at Borrower's expense, provide a written report respecting any Financed Receivablebut the audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
shall so audit on or before forty-five (e) Within thirty (3045) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bankfrom the Closing Date.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Sources: Loan and Security Agreement (Art Technology Group Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared unaudited prepared, consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period month, certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two one hundred eighty (200180) days after the last day of Borrower’s fiscal year, audited commencing with the fiscal year ending December 31, 2007, consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from audited by an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000.00100,000.00) or more; and (v) budgetsprompt notice of any material change in the composition of any copyright, patent, mask work, trademark, or other intellectual property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the IP Agreement, or knowledge of an event that materially adversely affects the value of the intellectual property Collateral; and (vi)budgets, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within Provide Bank with, as soon as available, but no later than thirty (30) days after last day of following each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order reportReconciliation Period, an aged listing of accounts receivable (domestic accounts) and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journal.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each monthReconciliation Period, a company prepared unaudited consolidated cash based profit & loss including month end cash balance sheet and income statement covering Borrower’s consolidated operations during the period (detailed by bank account), monthly bookings (detailed by product type), all certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than two thirty (30) days after the last day of each calendar quarter, a company prepared consolidated financial statements, including cash flow, profit & loss and income statement covering Borrower’s consolidated operations during the period, all certified by a Responsible Officer and in a form acceptable to Bank; (iii) as soon as available, but no later than one hundred fifty (200150) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank (provided that any firm associated with the “Big Four” accounting firms or an affiliate thereof is deemed acceptable to Bank); (iiiiv) in the event that Borrower’s stock Borrower becomes publicly heldsubject to the reporting requirements under the Exchange Act, (A) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange CommissionSEC; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Seventy Five Hundred Thousand Dollars ($500,000.0075,000.00) or more; (vi) as soon as available, and at least annually, within ten (v10) days of approval by Borrower’s board of directors, and contemporaneously with any updates or amendments thereto, annual financial projections approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial plans and projections; (vii) as soon as available, and at least annually, within ten (10) days of approval by Borrower’s board of directors, and contemporaneously with any updates or amendments thereto, capitalization tables or other financial information reasonably requested by Bank; (viii) as soon as available, and at least annually, within ten (10) days of approval by Borrower’s board of directors, and contemporaneously with any updates or amendments thereto, budgets, sales projections, operating plans or other financial information reasonably requested by Bank; and (ix) copies of all notices (including Borrower’s board of directors presentations), minutes, consents and other materials that it provides to its board of directors at the same time they are delivered to the directors.
(b) Within thirty (30) days after the last day of each monthReconciliation Period, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Provide Bank prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any Copyright, including any subsequent ownership right of Borrower will allow Bank in or to audit any Copyright, Patent or Trademark not shown in the IP Agreement or the ISR Debentures, and (iii) Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence knowledge of an Event of Default, Borrower shall event that could reasonably be obligated expected to pay for not more than one (1) audit per year. After materially and adversely affect the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy value of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalIntellectual Property.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower Representative shall deliver to Bank: Lenders:
(ia) as soon as available, but no later than in any event within thirty (30) days after the last day end of each month, a company prepared unaudited consolidated balance sheet and sheet, income statement and cash flow statement covering Borrower’s consolidated Co-Borrowers’ operations during the period such month, certified by Borrower Representative’s chief executive officer, president, treasurer or chief financial officer (each, a “Responsible Officer and in a form acceptable to Bank; Officer”);
(iib) as soon as available, but no later than two hundred in any event within forty-five (20045) days after the last day end of Borrower’s each fiscal quarter, a company prepared consolidated balance sheet, income statement and cash flow statement covering Co-Borrowers’ operations during such fiscal quarter, certified by a Responsible Officer;
(c) as soon as available, but in any event within ninety (90) days after the end of Co-Borrowers’ fiscal year, audited consolidated financial statements of Co-Borrowers prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from an of a nationally recognized or other independent certified public accounting firm reasonably acceptable to Bank; Lenders;
(iiid) as soon as available, but in the any event that Borrower’s stock becomes publicly held, within ninety (A) within five (590) days after the end of filingCo-Borrowers’ fiscal year or the date of adoption by the board of directors of Satcon Technology Corporation, Co-Borrowers’ consolidated operating budget and plan for the next fiscal year (including, without limitation, updates to the projections presented to Lenders in connection with the execution of this Agreement);
(e) (x) at the time of filing of Satcon Technology Corporation’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year, the financial statements filed with such Form 10-K; and (y) at the time of filing of Satcon Technology Corporation’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters, the financial statements filed with such Form 10-Q; and
(f) such other information and data with respect to the financial conditions, business or operations of Co-Borrowers as may be reasonably requested by Lenders from time to time. In addition, Borrower Representative shall deliver to Lenders (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by any Co-Borrower to Borrower’s its security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) days after the last day of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s fiscal year, copies of Borrowers report on Form 10-K filed with the Securities and Exchange Commissionholders; (ivii) immediately upon receipt of notice thereof, a prompt report of any material legal actions pending or threatened in writing against any Co-Borrower or the commencement of any Subsidiary action, proceeding or governmental investigation against any Co-Borrower is commenced that could is reasonably expected to result in damages or costs to Borrower or any Subsidiary the Co-Borrowers of Five Hundred Thousand Dollars ($500,000.00) or more500,000); and (viii) budgetspromptly upon any officer of a Co-Borrower obtaining knowledge, sales projections, operating plans or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day notice of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer any material adverse change in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateralfinancial condition, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
(g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy business or operations of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalCo-Borrowers.
Appears in 1 contract
Sources: Venture Loan and Security Agreement (Satcon Technology Corp)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to Bank: (i) as soon as available, but no later than thirty five (305) days after filing with the last day of each monthSecurities Exchange Commission, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer 10K, 10Q, and in a form acceptable to Bank8K reports; (ii) a Compliance Certificate together with delivery of the 10K and 10Q reports; (iii) beginning with fiscal year ending December 31, 2008, as soon as available, but no later than two one hundred eighty (200180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; Bank in its reasonable discretion (iii) in the event that Borrower’s stock becomes publicly held, (Aiv) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (B) as soon as available, but no later than fifty (50) 45 days after the last day end of Borrower’s fiscal quarter, copies of Borrowers report on Form 10-Q filed with the Securities and Exchange Commission, and (C) as soon as available, but no later than ninety-five (95) days after the last day of Borrower’s each fiscal year, copies annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of Borrowers report on Form 10-K filed directors, together with any related business forecasts used in the Securities and Exchange Commissionpreparation of such annual financial projections; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Five Two Hundred Fifty Thousand Dollars ($500,000.00250,000) or more; and (vvi) budgets, sales projections, operating plans or other financial information Bank reasonably requested requests. Borrower’s 10K, 10Q, and 8K reports required to be delivered pursuant to Section 6.2(a)(i) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website on the Internet; provided, that Borrower shall provide paper copies to Bank of the Compliance Certificates required by BankSection 6.2(a)(ii).
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.
(c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Purchase Orders, Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay.
(e) Within thirty (30) days after last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, a purchase order report, an with aged listing listings of accounts receivable and accounts payable (by invoice date, in form acceptable to Bank).
(fc) Provide Bank with, as soon as available, but no later than Within thirty (30) days following after the last day of each Reconciliation Periodmonth, deliver to Bank its monthly financial statements together with a Deferred Revenue report, duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in form acceptable to Bankthis Agreement.
(gd) Immediately upon Borrower ceasing Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Such audits shall be Streamline Facility Eligible, provide Bank with a current aging conducted no more often than once every six (6) months unless an Event of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account Default has occurred and an Advance Request and Invoice Transmittal with respect to each such Account, along with a detailed cash receipts journalis continuing.
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