Financial Statements, Reports, Certificates. (a) 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 consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 or a link thereto on Borrower’s or another website on the internet; (v) 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 thirty (30) days after the last day of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank. (b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement. (d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit. (e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of 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) 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s Co-Borrowers’ consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank; Bank (the “Monthly Financial Statements”);
(c) within thirty (30) days after the last day of 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, but no later than and in any event within one hundred eighty (180) days after following the last day end of Borrower’s 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion;
(g) in the event that a Co-Borrower becomes 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 (iiiwhich 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; , in each case not in their roles as management or board member of any Co-Borrower;
(ivi) 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 or a link thereto on Borrower’s or another website on the internet; (v) a prompt report of any legal actions pending or threatened in writing against a Co-Borrower or any of its Subsidiaries that could result in damages or costs to such Co-Borrower or any of its Subsidiaries of Two of, individually or in the aggregate, Three Hundred Fifty Thousand Dollars ($250,000.00350,000) 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
(vil) promptly, from time to time, such other information regarding Co-Borrowers or compliance with the terms of any Loan Documents 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 2 contracts
Sources: Loan and Security Agreement (Upstart Holdings, Inc.), Loan and Security Agreement (Upstart Holdings, Inc.)
Financial Statements, Reports, Certificates. (a) Deliver 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 consolidating balance sheet and sheet, income statement and statement of cash flows covering Borrower’s and each of its Subsidiary’s consolidated Subsidiaries’ operations for during such month 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 in any event within one hundred eighty (180) 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 and reviewed by an unqualified opinion on the financial statements from KPMG LLP or another independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) within five (5) days of deliveryif 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; (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, Debt and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (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 no in any event not later than thirty (30) days after the last day January 31 of each calendar year, Borrower’s fiscal year, financial and contemporaneously with any updates thereto, board-approved business projections and a budget for the subsequent fiscal immediately following year, which projections shall include monthly balance sheets and income statements, with evidence of approval thereof by Borrower’s board of directors; and (vii) such budgets, sales projections, operating plans and 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, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (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, statements a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer setting forth calculations showing compliance with in substantially the financial covenants set forth in this Agreementform of Exhibit E hereto.
(db) Allow 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) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense. Without including the Initial Audit, provided that such audits shall will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. The charge for each audit Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall not exceed Eight Hundred Fifty Dollars ($850.00) (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, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or such higher amount as shall represent Bank’s then-current standard charge for the same), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within .pdf file within five (5) days after Business Days of submission of the first day unsigned electronic copy the certification of each monthmonthly financial statements, Borrower shall deliver to Bank a Lease the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, signed by a each bearing the physical signature of the Responsible Officer, in the form of Exhibit E..
Appears in 2 contracts
Sources: Loan and Security Agreement (Bellicum Pharmaceuticals, Inc), Loan and Security Agreement (Bellicum Pharmaceuticals, Inc)
Financial Statements, Reports, Certificates. (a) 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 consolidating consolidated balance sheet and sheet, income statement and cash flow statement covering Borrower’s Borrower and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, audited by an independent certified public accounting firm reasonably acceptable to Bank, together with an unqualified opinion on the financial statements from KPMG LLP or another independent certified public accounting firm acceptable to Bank in its reasonable discretionsuch auditor; and (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (iv) in the event that Borrower Borrower’s stock becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amendedpublicly held, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetInternet; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (viv) as soon as availableprompt notice of any material change in the composition of the Intellectual Property Collateral, but no later than thirty (30) days after or the last day registration of Borrower’s fiscal yearany copyright, and contemporaneously with including any updates theretosubsequent ownership right of Borrower in or to any copyright, board-approved projections and a budget for patent or trademark not shown in the subsequent fiscal yearIP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (viivi) budgets, sales projections, operating plans and or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank with the monthly financial statements a duly completed Borrowing Base Compliance Certificate signed by a Responsible OfficerOfficer in the form of Exhibit B.
(c) Allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts 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 Accounts 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) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, with (1) an aged listings 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 and substance satisfactory to Bank.
(cf) Within 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) Provide Bank with, 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 as soon as available, but no later than thirty (30) days after the last day of each monthfiscal quarter, deliver a report, in form and substance satisfactory to Bank with the monthly financial statementsin its reasonable discretion, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with all new orders or bookings for the financial covenants set forth in this Agreement.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including products or services generated by the Initial Audit, such audits shall be conducted no more often than once every twelve Borrower during the previous fiscal quarter (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“Aggregate Quarterly Bookings”), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 2 contracts
Sources: Loan and Security Agreement (Forescout Technologies, Inc), Loan and Security Agreement (Forescout Technologies, Inc)
Financial Statements, Reports, Certificates. (a) Deliver 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 consolidating unaudited consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one two hundred eighty (180200) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) in the event that Borrower’s stock becomes publicly held, (A) within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; Commission, (v) 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; (viB) as soon as available, but no later than thirty fifty (3050) 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 contemporaneously with Exchange Commission; (iv) a prompt report of any updates thereto, board-approved projections and a budget for the subsequent fiscal yearlegal 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 (viiv) budgets, sales projections, operating plans and 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, with a purchase order report, an aged listings listing of accounts receivable and accounts payable (by invoice date), in form acceptable to Bank.
(cf) Within Provide Bank with, as soon as available, but no later than thirty (30) days after the last day of following each month, deliver to Bank with the monthly financial statementsReconciliation Period, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth Deferred Revenue report, in this Agreementform acceptable to Bank.
(dg) Allow Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Auditextent not previously delivered to Bank, such audits shall be conducted no more often than once every twelve (12) months unless an Event a copy of Default has occurred and is continuing. The charge the invoice for each audit shall not exceed Eight Hundred Fifty Dollars ($850.00) (or Eligible Account and an Advance Request and Invoice Transmittal with respect to each such higher amount as shall represent Bank’s then-current standard charge for the same)Account, per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Auditalong with a detailed cash receipts journal.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Bluearc Corp)
Financial Statements, Reports, Certificates. (a) Deliver 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty ninety (18090) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could is reasonably likely to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (viv) as soon as availableprompt notice of any material change in the composition of the Intellectual Property, but no later than thirty (30) days after or the last day registration of Borrower’s fiscal yearany 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 contemporaneously with any updates thereto, board-approved projections and a budget for Bank or knowledge of an event that materially adversely affects the subsequent fiscal yearvalue of the Intellectual Property; and (viivi) budgets, sales projections, operating plans and 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 duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty forty-five (3045) days after the last day of each monthquarter, 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 in the financial covenants set forth in this Agreement.form of Exhibit D.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such Such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.”
Appears in 2 contracts
Sources: Loan Modification Agreement (American Science & Engineering Inc), Loan Modification Agreement (American Science & Engineering Inc)
Financial Statements, Reports, Certificates. (a) 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 consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and each of its Subsidiary’s consolidated consolidating operations for such month 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 one hundred eighty ninety (18090) 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 KPMG LLP or another an independent certified public accounting firm of national reputation or otherwise reasonably acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 after filing, all reports on Form 10form 8-K, 10-K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (v) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that that, if adversely determined, could result in damages or costs reasonably be expected to Borrower or any of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) or morehave a material adverse effect on Borrower’s business; (vi) as soon as available, but no later than thirty sixty (3060) days after the last day of Borrower’s fiscal yearyears, and contemporaneously with any updates thereto, Borrower’s board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans 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 (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (3045) days after the last day of each month, deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this AgreementSection 6.7.
(c) Upon Bank’s request (which, prior to the occurrence and continuance of an Event of Default shall not occur more than one (1) time per month), deliver to Bank aged 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.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such Such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 2 contracts
Sources: Loan and Security Agreement (Enernoc Inc), Loan and Security Agreement (Enernoc Inc)
Financial Statements, Reports, Certificates. (a) 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 consolidating unaudited consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to BankAgent; (ii) as soon as available, but no later than one hundred eighty twenty (180120) 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 KPMG LLP or another an independent certified public accounting firm acceptable to Bank Agent in its reasonable discretion; (iii) within five as soon as available after approval thereof by Borrower’s Board of Directors, but no later than thirty (530) days after the last day of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Subordinated DebtDirectors; (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 or a link thereto on Borrower’s or another website on the internetInternet; (v) 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 ($250,000.0050,000) or more; (vi) 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 thereto, board-approved projections and more or could result in a budget for the subsequent fiscal yearMaterial Adverse Change; and (viivi) budgets, sales projections, operating plans and other financial information reasonably requested by BankAgent.
(b) Within thirty forty-five (3045) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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 Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this AgreementOfficer.
(dc) Allow Bank 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 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 Collateral at Borrower’s expenseand 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, to review the billing practices of Borrower and to discuss its respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired. Without including Notwithstanding the Initial Auditforegoing, such audits shall be conducted at Borrower’s expense no more often than once every twelve (12) months unless an a Default or 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(ed) Within five Deliver to Agent an updated Schedule 5.12
(5b) days after the first day promptly upon Borrower’s acquisition or development of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, any Material Intellectual Property not already listed on Schedule 5.12(b) and upon any other material change in the form of Exhibit E.Borrower’s Material Intellectual Property from that listed on Schedule 5.12(b).
Appears in 2 contracts
Sources: Loan and Security Agreement (Nupathe Inc.), Loan and Security Agreement (Nupathe Inc.)
Financial Statements, Reports, Certificates. (a) Deliver Borrower shall 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the period, 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 one hundred eighty (180) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) within five (5) 5 days of deliveryfiling, copies of all statements, reports and notices filed or made available to Borrower’s security holders any government agency or to any holders of Subordinated 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 or a link thereto on Borrower’s or another website on the internet; (v) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 150,000 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 materially adversely affects the value of the Intellectual Property; and (vi) an annual budget approved by the Board and will provide as soon as available, but no later than thirty (30) 30 days after the last day of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgetsrequested, sales projections, operating plans and or other financial information reasonably requested by the Bank, which request, absent an Event of Default, shall not occur more than once per calendar year.
(b) Within thirty (30) 30 days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days after the last day of each month, Borrower will 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 this Agreement.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.C.
(c) Bank has the right to audit the Collateral once per calendar year absent an Event of Default, and to require certification of the existence of the Collateral, once per calendar year absent an Event of Default, at Borrower's expense.
Appears in 2 contracts
Sources: Loan and Security Agreement (Stereotaxis, Inc.), Loan and Security Agreement (Stereotaxis, Inc.)
Financial Statements, Reports, Certificates. (a) 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty fifty (180150) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (viv) as soon as availablewritten notice, but no later than thirty together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (30) days after b), of any material change in the last day composition of Borrower’s fiscal yearthe Intellectual Property Collateral, and contemporaneously with or the registration of any updates theretocopyright, board-approved projections and a budget for including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the subsequent fiscal yearlP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (viivi) budgets, sales projections, operating plans and or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank with the monthly financial statements a duly completed Borrowing Base Compliance Certificate signed by a Responsible Officer, with aged listings Officer in the form of accounts receivable and accounts payable (by invoice date).Exhibit B.
(c) Within Allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts 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 two (2) audits per year. Borrower hereby acknowledges that the first such audit will be conducted within thirty (30) days after the last day execution of each month, deliver to Bank with the monthly financial 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. 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 Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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 Upon Bank’s then-current standard charge 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 same), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Auditdelay.
(e) Within Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation 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 after the first day of following each monthReconciliation Period during which any Advances made based upon Aggregate Eligible Accounts were outstanding, Borrower shall deliver to Bank and in connection with any request for an Advance based on Aggregate Eligible Accounts, a Lease Certificate, signed by a Responsible Officerborrowing 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.
(h) 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, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a bookings report and a summary of backlog/contractually due payments, in form of Exhibit E.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) 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of deliveryfiling, copies of all non-ministerial statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; Debt (ivin their capacity as holders of such debt) 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, and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetSEC; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (viv) as soon as available, but no later than thirty (30) days after the last day of approval by Borrower’s Board of Directors, annual financial projections for the following fiscal yearyear 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 contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal year; and (viivi) such other budgets, sales projections, operating plans and or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days after the last day of each monthReconciliation Period, 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 in the financial covenants set forth in this Agreement.form of Exhibit B.
(dc) Allow Bank to inspect the Collateral and audit and copy Borrower’s Collateral at Books, including, but not limited to, Borrower’s expenseAccounts, upon reasonable notice to Borrower. Without including the Initial Audit, such 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, and the charge for each audit therefor shall not exceed be Eight Hundred Fifty Dollars ($850.00850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), per person per day, plus out of reasonable out-of-pocket expenses. Notwithstanding In the foregoingevent Borrower and Bank schedule an audit more than ten (10) days in advance, no Credit Extension 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 of an Event of Default, Bank may be requested prior audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.
(d) Upon Bank’s request, provide a written report on any Financed Receivable, where payment of such Financed Receivable does not occur by its due date and include the Initial Auditreasons for the delay.
(e) Within five Provide Bank with, as soon as available, but no later than thirty (530) days after following each Reconciliation 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 first day 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 a Streamline Period ceasing to be in 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 monthEligible Account and an Advance Request and Invoice Transmittal with respect to each such Account.
(i) Immediately upon a Streamline Period beginning, Borrower shall deliver to 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 Lease Certificate, duly completed Borrowing Base Certificate signed by a Responsible Officer, in the form of Exhibit E..
Appears in 2 contracts
Sources: Loan and Security Agreement (Airgain Inc), Loan and Security Agreement (Airgain Inc)
Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender:
(a) Deliver to Bank: (i) as soon as available, but no later than thirty in any event within 30 days (3045 days in the case of a month that is the end of one of the first 3 fiscal quarters in a fiscal year) days after the last day end of each month, month during each of Borrower's fiscal years,
(i) a company prepared consolidating consolidated balance sheet and sheet, income statement (including an income statement on a Station-by-Station basis), and statement of cash flow covering Borrower’s 's and each of its Subsidiary’s consolidated Subsidiaries' operations for during such month certified by a Responsible Officer and in a form acceptable to Bank; period,
(ii) a certificate signed by the chief financial officer of Borrower to the effect that:
(A) the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of Borrower and its Subsidiaries,
(B) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and
(C) there does not exist any condition or event that constitutes a Default or Event of Default (or, to the extent of any non-compliance with this Agreement or any other Loan Agreement, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto), and
(iii) for each month that is the date on which a financial covenant in Section 7.22 is to be tested, a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.22, and
(b) as soon as available, but no later than one hundred eighty (180) in any event within 90 days after the last day end of each of Borrower’s 's fiscal years,
(i) financial statements of Borrower and its Subsidiaries for each such fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from KPMG LLP or another by independent certified public accounting firm accountants reasonably acceptable to Bank Agent (KPMG LLP being acceptable to Agent as of the date hereof) and certified, without any qualifications, by such accountants to have been prepared in its reasonable discretion; accordance with GAAP (such audited financial statements to include, if prepared, such accountants' letter to management),
(ii) beginning with fiscal year 2002, a certificate of such accountants addressed to Agent and the Lenders stating that such accountants do not have knowledge of the existence of any Default or Event of Default under Section 7.22, and
(iii) within five (5) days an internally prepared balance sheet, income statement, and statement of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, cash flow on a per Station basis 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 or a link thereto on Borrower’s or another website well as on the internet; basis of the overall Station group of Borrower and its Subsidiaries,
(v) 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; (vic) as soon as available, but no later than thirty (30) in any event within 30 days after prior to the last day start of each of Borrower’s 's fiscal years,
(i) copies of Borrower's Projections, in form, scope, and underlying assumptions satisfactory to Agent, in its Permitted Discretion, for the forthcoming 3 years, year by year, and for the forthcoming fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested month by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed certified by a Responsible Officer, with aged listings the chief financial officer of accounts receivable Borrower and accounts payable (by invoice date).
(c) Within thirty (30) days after the last day as being such officer's good faith best estimate of each month, deliver to Bank with the monthly financial 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.performance of Borrower and its Subsidiaries during the period covered thereby,
(d) Allow Bank if and when filed by Borrower,
(i) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports,
(ii) any other filings made by Borrower with the SEC,
(iii) if requested, copies of Borrower's federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service, and
(iv) any other information that is provided by Borrower's ultimate parent to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.its shareholders generally,
(e) Within five if and when filed by Borrower and as requested by Agent, satisfactory evidence of payment of applicable excise taxes (5other than those that are the subject of a Permitted Protest) days after in each jurisdiction in which (i) any Obligor conducts business or is required to pay any such excise tax, (ii) where any Obligor's failure to pay any such applicable excise tax would result in a Lien on the first day properties or assets of each monthany Obligor, or (iii) where any Obligor's failure to pay any such applicable excise tax reasonably could be expected to result in a Material Adverse Change,
(f) as soon as Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the curative action that Borrower proposes to take with respect thereto, and
(g) upon the request of Agent, any other report reasonably requested relating to the financial condition of Borrower and its Subsidiaries. The financial statements described above shall deliver be prepared on both a consolidated and consolidating (per Station and related License Company) basis and agrees that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. Borrower agrees that its independent certified public accountants are authorized to Bank communicate with Agent and to release to Agent whatever financial information concerning Borrower Agent reasonably may request. Borrower waives the right to assert a Lease Certificateconfidential relationship, signed if any, it may have with any accounting firm or service bureau in connection with any information requested by a Responsible OfficerAgent pursuant to or in accordance with this Agreement, and agrees that Agent may contact directly any such accounting firm or service bureau in the form of Exhibit E.order to obtain such information.
Appears in 2 contracts
Sources: Loan and Security Agreement (Acme Communications Inc), Loan and Security Agreement (Acme Television LLC)
Financial Statements, Reports, Certificates. (a) 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG Ernst & Young LLP or another independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 or a link thereto on Borrower’s or another website on the internet; (v) 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 One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (vi) as soon as availableannually, but no later than thirty the earlier of (30A) 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, boardBoard-approved projections and a budget for the subsequent fiscal yearannual financial budget; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance Officer, together with the financial covenants set forth in this Agreement.
(d) Allow Bank to audit a summary of Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Auditclinical trials.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 2 contracts
Sources: Loan and Security Agreement (Fate Therapeutics Inc), Loan and Security Agreement (Fate Therapeutics Inc)
Financial Statements, Reports, Certificates. (a) 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month 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 one hundred eighty fifty (180150) 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 KPMG LLP or another an independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 or a link thereto on Borrower’s or another website on the internetInternet; (v) 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 One Hundred Fifty Thousand Dollars ($250,000.00150,000) or more; and (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement.
(d) Allow Bank to audit or Borrower’s Collateral at Borrower’s expense. Without including Chief Financial Officer or Controller.” and inserting in lieu thereof the Initial Audit, such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.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) Deliver Borrower 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty 30 days after the last day of each quarter, a company prepared consolidating balance sheet covering Borrower’s operations during such period and certified by a Responsible Officer and otherwise in a form acceptable to Bank; (180iii) as soon as available, but no later than 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 or a link thereto on Borrower’s or another website on the internet; (v) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more, or in which an adverse decision could reasonably be expected to cause a Material Adverse Change; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viiiv) budgets, sales projections, operating plans and 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 20 days after the last day of each month when any Credit Extensions are outstanding or at the time of request for a Credit Extension when no other Credit Extensions are then outstanding, Borrower will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings (30by invoice date) of accounts receivable and accounts payable.
(c) Within 30 days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days after the last day of each month, Borrower will 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 in the financial covenants set forth in this Agreement.form of Exhibit D.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such Such audits shall will be conducted no more often than once every twelve (12) months 6 months, unless an Event of Default or an event which, with notice or passage of time or both would constitute 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 2 contracts
Sources: Loan Agreement (Volcano CORP), Loan and Security Agreement (Volcano CORP)
Financial Statements, Reports, Certificates. (a) Deliver to Bank: Borrower shall, or shall cause Parent to, provide Bank with the following:
(i) as soon as availableweekly, but no later than a Transaction Report (and any schedules related thereto) and reconciliations of accounts receivable (aged by invoice date), transaction reports and general ledger;
(ii) within thirty (30) days after the last day end of each month, a company prepared consolidating balance sheet (A) monthly accounts receivable agings, aged by invoice date, and income statement covering Borrower’s (B) monthly accounts payable agings, aged by invoice date, and each of its Subsidiary’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank; outstanding or held check registers, if any;
(iiiii) as soon as available, but no later than one hundred eighty and in any event within thirty (18030) days after the last day end of Borrower’s fiscal yeareach month, audited consolidated monthly unaudited financial statements prepared under GAAPof Parent, consistently appliedon a consolidated and consolidating (with respect to Borrower) basis;
(iv) within thirty (30) days after the end of each month a monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower (and Parent, as applicable) 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 statement that at the end of such month there were no held checks; and
(v) not later than ninety (90) days after the end of each fiscal year of Parent, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Parent, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Parent’s board of directors, together with an unqualified opinion any related business forecasts used in the preparation of such annual financial projections, in each case on the financial statements from KPMG LLP or another independent certified public accounting firm acceptable to Bank in its reasonable discretion; a consolidated basis;
(iiib) within five Within fifteen (515) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 after filing, all reports on Form 10-K, 10-Q and 8-K filed by Parent with the Securities and Exchange Commission or a link thereto on BorrowerParent’s or another website on the internet; (v) 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 availableInternet, but in no event shall such filing be later than thirty (30) days after such date as is in compliance with the last day requirements of Borrower’s fiscal year, the Securities and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date)Exchange Commission.
(c) Within thirty (30) days after the last day of each monthIn accordance with Section 6.6, deliver to Bank with the monthly financial 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.
(d) Allow Borrower shall allow Bank to conduct a field examination audit of Borrower’s Collateral on a quarterly basis at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 2 contracts
Sources: Loan and Security Agreement (Conexant Systems Inc), Loan and Security Agreement (Conexant Systems Inc)
Financial Statements, Reports, Certificates. (a) Deliver Borrower 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty 45 days after the last day of Borrower’s 2005 fiscal year, compiled consolidated financial statements prepared on a tax basis, consistently applied; (180iii) as soon as available, but no later than 150 days after the last day of Borrower’s fiscal year2006 year and each fiscal year thereafter, audited compiled consolidated financial statements prepared under GAAPon a tax basis, consistently applied, together with an unqualified opinion on the financial statements from KPMG LLP or another independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iiiiv) within five (5) 5 days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetmade to members; (v) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and 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, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days after the last day of each month, Borrower will 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 in the financial covenants set forth in this Agreement.form of Exhibit D.
(dc) Allow Borrower will allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such Such audits shall will be conducted no more often than once every twelve (12) months year 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 2 contracts
Sources: Loan and Security Agreement (Smart Move, Inc.), Loan and Security Agreement (Smart Move, Inc.)
Financial Statements, Reports, Certificates. (a) 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one two hundred eighty seventy (180270) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days Business Days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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, 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 or a link thereto on Borrower’s or another website on the internetSEC; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (viv) as soon as available, but no later than thirty sixty (3060) 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 contemporaneously commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any updates thereto, board-approved projections related business forecasts used in the preparation of such annual financial plans and a budget for the subsequent fiscal yearprojections; and (viivi) budgets, sales projections, operating plans and or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days after the last day of each monthReconciliation Period, 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 in the financial covenants set forth in this Agreement.form of Exhibit B.
(dc) Allow At all times that Borrower 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 Collateral at Books, including, but not limited to, Borrower’s expenseAccounts, upon reasonable notice to Borrower. Without including the Initial Audit, such 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 charge for each foregoing inspections and audits shall be at Borrower’s expense. After the occurrence of an Event of Default, Bank may audit shall Borrower’s Collateral at Borrower’s expense, including, but not exceed Eight Hundred Fifty Dollars ($850.00) (or such higher amount limited to, Borrower’s Accounts as shall represent frequently as Bank deems necessary at Borrower’s expense and at Bank’s then-current standard charge sole and exclusive discretion, without notification to and authorization from Borrower.
(d) Upon Bank’s request, provide a written report on any Financed Receivable, where payment of such Financed Receivable does not occur by its due date and include the reasons for the same), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior delay to the Initial Auditextent known by Borrower.
(e) Within five Provide Bank with, as soon as available, but no later than thirty (530) days following each Reconciliation Period, a Deferred Revenue report and an aged listing of accounts receivable and accounts payable by invoice date, in form and detail acceptable to Bank.
(f) If Borrower is Borrowing Base Eligible, provide Bank within thirty (30) days after the first last day of each month, Borrower shall deliver to Bank a Lease Certificate, Borrowing Base Certificate signed by a Responsible Officer, in the form Officer of Exhibit E.Borrower.
Appears in 2 contracts
Sources: Loan and Security Agreement (Mobitv Inc), Loan and Security Agreement (Mobitv Inc)
Financial Statements, Reports, Certificates. (a) Deliver 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) 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 (vi) 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 thirty (30) 30 days after the last day of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (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, statements a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with in the financial covenants set forth 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 this Agreementwhich 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 Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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 Upon Bank’s then-current standard charge 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 same), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Auditdelay.
(e) Within five Provide Bank with, as soon as available, but no later than thirty (530) days after the first day following each Reconciliation Period, an aged listing of each month, Borrower shall deliver to Bank a Lease Certificate, signed accounts receivable and accounts payable by a Responsible Officerinvoice date, in the form of Exhibit E.acceptable to Bank.
Appears in 2 contracts
Sources: Loan and Security Agreement (Intersearch Group Inc), Loan and Security Agreement (Intersearch Group Inc)
Financial Statements, Reports, Certificates. (a) Deliver Company 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its SubsidiaryCompany’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty ninety (18090) days after the last day of BorrowerCompany’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) within five as soon as available, but no later than ninety (590) days after the last day of deliveryCompany’s fiscal year, copies of all statements, reports and notices made available to Borrowerthe Company’s security holders or to any holders of Subordinated Debt10-K filing; (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 or a link thereto on Borrower’s or another website on the internet; (v) a prompt report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 500,000 or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viiv) budgets, sales projections, operating plans and or other financial information Bank reasonably requested requests; and (vi) during the Non-Formula Period only, prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of any Borrower in or to any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrowers and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property. Bank agrees that information received by BankBank pursuant to this Section will be subject to the provisions of Section 12.8 of this Agreement.
(b) Within thirty (30) days after the last day of each month, Company will deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer of Company in the form of Exhibit C, with aged listings of accounts receivable and accounts payable (by invoice date)payable.
(c) Within thirty (30) days after the last day of each month, Company will 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 of Company in the financial covenants set forth in this Agreement.form of Exhibit D.
(d) Allow Bank to audit Borrower’s Borrowers’ Collateral at Borrower’s expense. Without including the Initial Audit, such Such audits shall will be conducted no more often than once every twelve six (126) 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 2 contracts
Sources: Loan and Security Agreement (Visual Networks Inc), Loan and Security Agreement (Visual Networks Inc)
Financial Statements, Reports, Certificates. (a) Deliver Prior to an IPO, Borrower 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 180 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 or a link thereto on Borrower’s or another website on the internet; (v) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 250,000 or more; (viiv) within 45 days after the end of the preceding fiscal year, Board approved financial projections for each fiscal year; (v) as soon as available, but no later than thirty 30 days after the last day of each month, aged listings of accounts receivable and accounts payable; (30vi) budgets, sales projections, operating plans or other financial information Bank reasonably requests, and (vii) so long as the Intellectual Property is Collateral, 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) Commencing as of the IPO and thereafter, Borrower will deliver to Bank: (i) as soon as available, but no later than 90 days after the last day of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget an unqualified opinion on the financial statements for the subsequent such fiscal yearyear from an independent certified public accounting firm reasonably acceptable to Bank; and (viiii) budgets, sales projections, operating plans and other financial information reasonably requested by Banka 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 $250,000 or more.
(bc) Within thirty (30) Prior to the IPO, within 30 days after the last day of each month, Borrower will deliver to Bank with the monthly financial statements a duly completed Borrowing Base Compliance Certificate signed by a Responsible OfficerOfficer in the form of Exhibit C. Commencing as of the IPO and thereafter, with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) Borrower will deliver to Bank within 45 days after the last day of each month, deliver to Bank with the monthly financial statements, fiscal quarter a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with in the financial covenants set forth in this Agreement.form of Exhibit C.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted no more often than once every twelve (12) months unless expense if an Event of Default has occurred and is continuing. The charge for each audit shall not exceed Eight Hundred Fifty Dollars (fee will be $850.00) (or such higher amount as shall represent Bank’s then-current standard charge for the same), per person 750 per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 2 contracts
Sources: Loan and Security Agreement (Netlogic Microsystems Inc), Loan and Security Agreement (Netlogic Microsystems Inc)
Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver the following 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 calendar month, a company prepared consolidating consolidated balance sheet sheet, income, and income cash flow statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for during such month certified by a Responsible Officer and period, prepared in accordance with GAAP, consistently applied, in a form acceptable to BankBank and certified by a Responsible Officer; (iib) as soon as available, but no later than in any event within one hundred eighty twenty (180120) 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 KPMG LLP or another of an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iiic) within five (5) days of delivery, 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; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934Debt and, as amended, within five (5) days of filingif applicable, all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (vd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.0050,000) or more; (vie) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested request from time to time, including an annual budget for each year, by Bank.
January 15 of such year, and (bf) Within within thirty (30) days after of the last day of each monthfiscal quarter, deliver 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, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, Borrower in connection with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days after the last day of each month, this Agreement. Borrower shall deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with in substantially the financial covenants set forth in this Agreement.
(d) Allow form of Exhibit C hereto. Bank shall have a right from time to audit Borrower’s time hereafter to appraise Collateral at Borrower’s 's expense. Without including the Initial Audit, provided that such audits shall will be conducted no more often than once every twelve six (126) 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 2 contracts
Sources: Loan and Security Agreement (Bridgepoint Education Inc), Loan and Security Agreement (Bridgepoint Education Inc)
Financial Statements, Reports, Certificates. (a) 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty fifty (180150) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (viv) as soon as availablewritten notice, but no later than thirty (30) days after together with the last day monthly Compliance Certificate delivered pursuant to Section 6.2(b), of Borrower’s fiscal yearany material change in the composition of the Intellectual Property Collateral, and contemporaneously with or the registration of any updates theretocopyright, board-approved projections and a budget for including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the subsequent fiscal yearIP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (viivi) budgets, sales projections, operating plans and or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this AgreementOfficer.
(dc) Allow Bank to audit Borrower’s Collateral Collateral, including, but not limited to, Borrower’s Accounts at Borrower’s expense. Without including , upon reasonable notice to Borrower; provided, however, prior to the Initial Audit, such audits shall be conducted no more often than once every twelve (12) months unless occurrence and continuance of an Event of Default has occurred and is continuingDefault, Borrower shall be obligated to pay for not more than two (2) audits per year. The charge for each Borrower hereby acknowledges that the first such audit shall not exceed Eight Hundred Fifty Dollars will be conducted within thirty ($850.00) (or such higher amount as shall represent Bank’s then-current standard charge for the same), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (530) days after the first day execution of each monththis Agreement. After the occurrence and during the continuance of an Event of Default, Borrower shall deliver to Bank a Lease Certificatemay audit Borrower’s Collateral, signed by a Responsible Officerincluding, in the form of Exhibit E.but not limited to, Borrower’s Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
Appears in 2 contracts
Sources: Loan and Security Agreement (Cyoptics Inc), Loan and Security Agreement (Cyoptics Inc)
Financial Statements, Reports, Certificates. (a) 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another an independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) as soon as available, but no later than forty-five (45) 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 delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; Debt (ivv) 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 or a link thereto on Borrower’s or another website on the internetInternet; (vvi) 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 One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 2 contracts
Sources: Loan and Security Agreement (T2 Biosystems, Inc.), Loan and Security Agreement (T2 Biosystems, Inc.)
Financial Statements, Reports, Certificates. (a) Deliver 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 consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another independent certified public accounting firm acceptable Borrowers shall deliver to Bank in its reasonable discretion; (iii) within five (5) days aged listings by invoice date of delivery, copies of all statements, reports accounts receivable and notices made available to Borrower’s security holders or to any holders of Subordinated 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 or a link thereto on Borrower’s or another website on the internet; (v) 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 thirty (30) days after the last day of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bankaccounts payable.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth calculations showing compliance details of the Event of Default, and the action which the relevant Borrower has taken or proposes to take with the financial covenants set forth in this Agreementrespect thereto.
(d) Allow Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrower’s expense. Without including Borrowers’ expense and shall conduct such an audit no later than forty five (45) days after the Initial Auditclosing date, provided that such audits shall will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. The charge for each audit Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall not exceed Eight Hundred Fifty Dollars ($850.00) (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, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or such higher amount as shall represent Bank’s then-current standard charge for the same), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within .pdf file within five (5) days after Business Days of submission of the first day unsigned electronic copy the certification of each monthmonthly financial statements, Borrower shall deliver to Bank a Lease the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, signed by a each bearing the physical signature of the Responsible Officer, in the form of Exhibit E..
Appears in 2 contracts
Sources: Loan and Security Agreement (Lyris, Inc.), Loan and Security Agreement (Lyris, Inc.)
Financial Statements, Reports, Certificates. (a) 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another an independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) as soon as available, but no later than forty-five (45) 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 delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; Debt (ivv) 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 or a link thereto on Borrower’s or another website on the internetInternet; (vvi) 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 One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after ” and inserting in lieu thereof the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.following:
Appears in 2 contracts
Sources: Loan and Security Agreement (T2 Biosystems, Inc.), Loan and Security Agreement (T2 Biosystems, Inc.)
Financial Statements, Reports, Certificates. (a) 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month 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 one hundred eighty fifty (180150) 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 KPMG LLP or another an independent certified public accounting firm acceptable to Bank in its reasonable discretion; (( iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 or a link thereto on Borrower’s or another website on the internetInternet; (( v) 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 One Hundred Fifty Thousand Dollars ($250,000.00150,000) or more; and (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement.
(d) Allow Bank to audit or Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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) (Chief Financial Officer or such higher amount as shall represent Bank’s then-current standard charge for the same), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial AuditController.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 2 contracts
Sources: Loan and Security Agreement (Tremor Video Inc.), Loan and Security Agreement (Tremor Video Inc.)
Financial Statements, Reports, Certificates. (a) Deliver 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) in the event that the Borrower's stock becomes publicly held, within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any of its Subsidiaries Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (viv) as soon as available, but no not later than thirty ten (3010) days after the last day of Borrower’s 's fiscal year, Board approved Operating Plan (expressed on a monthly and contemporaneously with quarterly basis); (vi) prompt notice of any updates theretomaterial change in the composition of the Intellectual Property, board-approved projections 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 a budget for Bank or knowledge of an event that materially adversely affects the subsequent fiscal yearvalue of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (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, 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.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.C."
6. The Loan Agreement shall be amended by deleting the following appearing as 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) 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 consolidated and consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty fifty (180150) 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 KPMG LLP Ernst & Young or another independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; 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 101Q-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetInternet; (viv) 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 ($250,000.00250,000) or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viiv) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (30) 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) purchase order reports for the Purchase Orders, or such other Purchase Order reports as are requested by Bank in its reasonable business judgment.
(c) Within thirty (30) days after the last day of each month, deliver to Bank with the monthly financial 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.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial AuditThe first such audit will be conducted within 30 days of closing, and thereafter 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. 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 2 contracts
Sources: Loan and Security Agreement (Intellon Corp), Loan and Security Agreement (Intellon Corp)
Financial Statements, Reports, Certificates. (a) 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 consolidating consolidated balance sheet sheet, income statement and income cash flow statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to BankAgent; (ii) as soon as available, but no later than one hundred eighty twenty (180120) 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 KPMG LLP or another an independent certified public accounting firm acceptable to Bank Agent 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) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (ivv) 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 or a link thereto on Borrower’s or another website on the internetInternet; (vvi) 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 ($250,000.0050,000) or more; (vi) 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 thereto, board-approved projections and more or could result in a budget for the subsequent fiscal yearMaterial Adverse Change; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by BankAgent.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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 Agent with the monthly financial statementsstatements described above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this AgreementOfficer.
(dc) Allow Bank 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 audit its business and activities. Borrower 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 Borrower’s books and records, to conduct a collateral audit and analysis of its operations and the Collateral at Borrower’s expenseto verify the amount and age of the accounts, the identity and credit of the respective account debtors (but not to 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), to review the billing practices of Borrower and to discuss its respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired. Without including Notwithstanding the Initial Auditforegoing, such audits shall be conducted at Borrower’s expense no more often than once every twelve six (126) months unless an a Default or Event of Default has occurred and is continuing. The charge for .
(d) At such time and together with 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 sameCompliance Certificate required to be delivered pursuant to Section 6.2(b), per person per daydeliver to Agent an updated Schedule 5.2(d) reflecting any new Intellectual Property and all license agreements, plus out sublicenses, or other rights of pocket expenses. Notwithstanding the foregoingany Loan Party to use Intellectual Property (including all such in-bound license or sublicense agreements, no Credit Extension may be requested prior but excluding over-the-counter software that is commercially available to the Initial Auditpublic) 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) Within five (5) days If, after the first day of each monthClosing Date, Borrower determines to manufacture, sell, develop, test or market any new Product, Borrower shall deliver give prior written notice to Bank Agent of such determination (which shall include a Lease Certificatebrief description of such Product, signed 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 Responsible Officercopy of an updated Schedule 5.11; provided, in however, that if Borrower shall at any time obtain any new or additional Required Permits from the form FDA, DEA, or parallel state or local authorities, or foreign counterparts of Exhibit E.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 2 contracts
Sources: Loan and Security Agreement (Regado Biosciences Inc), Loan and Security Agreement (Regado Biosciences Inc)
Financial Statements, Reports, Certificates. Borrower shall deliver to Administrative Agent (for delivery to the Lenders) the following: (a) Deliver to Bank: (i) 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 consolidating balance sheet and income statement covering Borrower’s consolidated and each consolidating financial statements, prepared in accordance with GAAP, consistently applied (provided that such documents will be deemed to be delivered on the date that the SEC makes such documents publicly available and Borrower advises Administrative Agent of its Subsidiary’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bankthe same); (iib) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP of PricewaterhouseCoopers LLP, or another independent certified public accounting firm acceptable of nationally recognized standing (provided that such documents will be deemed to Bank in its reasonable discretionbe delivered on the date that the SEC makes such documents publicly available and Borrower advises Administrative Agent of the same); (iiid) within five (5) 45 days of deliverythe last day of each fiscal year, copies of all statementsboard-approved projections for the upcoming year on a consolidated and consolidating basis, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debtbroken down by quarter; (ive) 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, copies of (or a link to such documents on Borrower’s or another website on the Internet) all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website (“SEC”), provided that such documents will be deemed to be delivered on the internetdate that the SEC makes such documents publicly available and Borrower advises Administrative Agent of the same; (vf) promptly upon receipt by Borrower of written notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could is reasonably likely to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000) or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viig) budgets, sales projections, operating plans and 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, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 2 contracts
Sources: Loan and Security Agreement (Ubiquiti Networks, Inc.), Loan and Security Agreement (Ubiquiti Networks, Inc.)
Financial Statements, Reports, Certificates. (a) Deliver 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 consolidated and, if prepared by the Borrower, consolidating balance sheet and income statement covering Borrower’s the Loan Parties’ operations during such period, in a form reasonably acceptable to Agent and each of its Subsidiary’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to BankOfficer; (ii) as soon as available, but no later than in any event within one hundred eighty twenty (180120) 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 KPMG LLP or another independent certified public accounting firm acceptable to Bank in its reasonable discretionof a parent company of Borrower; (iii) within five (5) days of deliveryif 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; (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, Debt and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) 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 of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to Borrower any Loan Party or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand [**] Dollars ($250,000.00[**]) or more; (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 no later than thirty in any event within sixty (3060) days after the last day end of Borrower’s fiscal year, Borrower’s financial and contemporaneously with any updates thereto, board-approved business projections and a budget for the subsequent fiscal immediately following year, with evidence of approval thereof by Borrower’s board of directors; and (vii) such budgets, sales projections, operating plans and 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 Agent a duly completed Borrowing Base Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible OfficerOfficer in substantially the form of Exhibit D hereto, with aged listings which shall include agings of Borrower’s accounts receivable and accounts payable (by invoice date)payable.
(c) Within thirty Promptly upon, but in any event within three (303) days after Business Days of becoming aware of the last day occurrence or existence of each monthan Event of Default hereunder, Borrower shall deliver to Bank with the monthly financial statements, Agent a duly completed Compliance Certificate signed by written statement of a Responsible Officer setting forth calculations showing compliance details of the Event of Default, and the action which the Loan Parties have taken or proposes to take with the financial covenants set forth in respect thereto. Borrower may deliver to Agent on an electronic basis any certificates, reports or information required pursuant to this Agreement.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial AuditSection 6.2, such audits and Agent shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuingentitled 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. The charge for each audit If Borrower delivers this information electronically, it shall not exceed Eight Hundred Fifty Dollars ($850.00) (also deliver to Agent by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or such higher amount as shall represent Bank’s then-current standard charge for the same), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within .pdf file within five (5) days after Business Days of submission of the first day unsigned electronic copy the certification of each month, Borrower shall deliver to Bank a Lease monthly financial statements and the Compliance Certificate, signed by a each bearing the physical signature of the Responsible Officer, in the form of Exhibit E..
Appears in 2 contracts
Sources: Loan and Security Agreement (Cue Health Inc.), Loan and Security Agreement (Cue Health Inc.)
Financial Statements, Reports, Certificates. (a) Deliver 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty ninety (18090) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could is reasonably likely to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (viv) as soon as availableprompt notice of any material change in the composition of the Intellectual Property, but no later than thirty (30) days after or the last day registration of Borrower’s fiscal yearany 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 contemporaneously with any updates thereto, board-approved projections and a budget for Bank or knowledge of an event that materially adversely affects the subsequent fiscal yearvalue of the Intellectual Property; and (viivi) budgets, sales projections, operating plans and 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 duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable (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, statements a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with in the financial covenants set forth in this Agreementform of Exhibit D.
(d) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank Deferred Revenue Schedules.
(de) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such Such audits shall be conducted no more often than once every twelve six (126) 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may Extensions shall be requested made prior to the completion of the initial audit (the “Initial Audit.
”). Notwithstanding the above financial reporting requirements, in the event that Borrower has no Advances or Credit Extensions in an amount equal to or greater than Five Hundred Thousand Dollars (e$500,000.00) Within 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 (545) days after the first day end of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, fiscal quarter of Borrower.” and inserting in lieu thereof the form of Exhibit E.following:
Appears in 2 contracts
Sources: Loan Modification Agreement (American Science & Engineering Inc), Loan Modification Agreement (American Science & Engineering Inc)
Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver the following 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 calendar month, a company prepared consolidating consolidated balance sheet sheet, income, and income cash flow statement covering Borrower’s and each of its Subsidiary’s consolidated operations for during such month certified by a Responsible Officer and period, prepared in accordance with GAAP, consistently applied, in a form acceptable to BankBank and certified by a Responsible Officer; (iib) as soon as available, but no later than one hundred eighty in any event within ninety (18090) 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 KPMG LLP or another of an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iiic) within five (5) days of delivery, 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; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934Debt and, as amended, within five (5) days of filingif applicable, all reports on Form 10-K, as soon as possible, but in any event within ninety (90) days after the end of Borrower’s fiscal year, and all reports on Form 10-Q and 8as soon as available, but in any event within forty-K five (45) days after the end of each fiscal quarter, filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (vd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.0050,000) or more; (vie) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested by Bank.
request from time to time; and (bf) Within within thirty (30) days after of the last day of each monthfiscal quarter, deliver 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, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, Borrower in connection with aged listings of accounts receivable and accounts payable this Agreement. Within twenty (by invoice date).
(c) Within thirty (3020) days after the last day of each month, deliver to Bank with the monthly financial 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.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, Borrowing Base Certificate signed by a Responsible Officer, Officer in substantially the form of Exhibit E.C hereto, together with aged listings of accounts receivable and accounts payable. Notwithstanding the foregoing, when Borrower’s unrestricted cash, as reported in Borrower’s monthly financial statements delivered to Bank, is less than Three Million Five Hundred Thousand Dollars ($3,500,000), Borrower shall deliver to Bank Borrowing Base Certificates every two (2) weeks. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months when Advances are outstanding (unless an Event of Default has occurred and is continuing).
Appears in 1 contract
Sources: Loan and Security Agreement (Cardiodynamics International Corp)
Financial Statements, Reports, Certificates. (a) Deliver 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another independent certified public accounting firm acceptable to Bank in its reasonable discretion[omitted]; (iii) within five (5) days of deliverythe filing deadline (including any extensions) for filing the same with the Securities and Exchange Commission, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (viv) as soon as availableprompt notice of any material change in the composition of the Intellectual Property Collateral, but no later than thirty (30) days after or the last day registration of Borrower’s fiscal yearany copyright, and contemporaneously with including any updates theretosubsequent ownership right of Borrower in or to any Copyright, board-approved projections and a budget for Patent or Trademark not shown in the subsequent fiscal yearIP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (viivi) budgets, sales projections, operating plans and or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (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, statements a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with in the financial covenants set forth in this Agreement.form of EXHIBIT B.
(dc) Allow Borrower will allow Bank to audit Borrower’s Collateral 's Collateral, including, but not limited to, Borrower's Accounts and accounts receivable, at Borrower’s 's expense. Without including , upon reasonable notice to Borrower; provided, however, prior to the Initial Audit, such audits shall be conducted no more often than once every twelve (12) months unless occurrence of 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each monthDefault, Borrower shall deliver be obligated to pay for not more than two (2) audits per year. After the occurrence of an Event of Default, Bank a Lease Certificatemay audit Borrower's Collateral, signed by a Responsible Officerincluding, in the form of Exhibit E.but not limited to, Borrower's Accounts and accounts receivable at Borrower's expense and at Bank's sole and exclusive discretion and without notification and authorization from Borrower.
Appears in 1 contract
Sources: Loan and Security Agreement (Peerless Systems Corp)
Financial Statements, Reports, Certificates. (a) Deliver Each Borrower shall deliver to Bank: (ia) as soon as available, but no later than thirty in any event within 30 days after the end of each calendar month, a company prepared consolidated balance sheet and income statement covering such Borrower’s consolidated operations during such period, in a form acceptable to Bank and certified by a Responsible Officer; (30b) as soon as available, but in any event within 120 days after the end of such Borrower’s fiscal year, audited consolidated financial statements of Borrowers prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (c) if applicable, copies of all statements, reports and notices sent or made available generally by such Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against such Borrower or any Subsidiary that could result in damages or costs to such Borrower or any Subsidiary of $100,000 or more; (e) such budgets, sales projections, operating plans or other financial information generally prepared by such Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (f) within 30 days of any changes to the Intellectual Property Collateral and within 30 days of the last day of each fiscal year, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any change in Borrowers’ Intellectual Property Collateral, including but not limited to any subsequent ownership right of any Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreements delivered to Bank by Borrowers in connection with this Agreement.
(a) Within 30 days after the last day of each month, a company prepared consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 or a link thereto on Borrower’s or another website on the internet; (v) 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 thirty (30) days after the last day of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days after the last day of each month, Borrowers 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 in substantially the financial covenants set forth in this Agreementform of Exhibit D hereto.
(db) Allow Bank shall have a right from time to time hereafter to audit Borrower’s and appraise the Collateral at Borrower’s Borrowers’ reasonable expense. Without including the Initial Audit, provided that such audits shall will be conducted no more often than once twice every twelve (12) 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (ia) as soon as available, but no later than thirty (30) days in any event within 20 Business Days after the last day end of each calendar month, a company company-prepared consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for during such month certified by a Responsible Officer and period, in a form acceptable to BankBank and certified by a Responsible Officer; (iib) as soon as available, but no later than one hundred eighty (180) in any event within 90 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 opinion which is unqualified opinion or otherwise consented to in writing by Bank on the such financial statements from KPMG LLP or another of an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iiic) within five (5) days promptly upon receipt of deliverynotice thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 or a link thereto on Borrower’s or another website on the internet; (v) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 250,000 or more; (vid) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested by Bank.
request from time to time; and (be) Within thirty (30) within 30 days after of the last day of each monthfiscal quarter, deliver 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, including, but not limited to, any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, Borrower in connection with 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, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(ea) Within five (5) days 10 Business Days after the first last day of each month, Borrower shall deliver to Bank a Lease Certificate, Borrowing Base Certificate signed by a Responsible Officer, Officer in substantially the form of Exhibit E.D hereto, together with aged listings of accounts receivable and accounts payable.
Appears in 1 contract
Financial Statements, Reports, Certificates. Provide Bank with the following:
(a) Deliver to Bank: monthly, except for weekly after and during the continuance of a Ratio Event, a Transaction Report (iand any schedules related thereto);
(b) within fifteen (15) days after the end of each month, except for within five (5) days after the end of each week after and during the continuance of a Ratio Event, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports and general ledger;
(c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank; Bank (iithe “Monthly Financial Statements”);
(d) as soon as available, but no later than one hundred eighty within thirty (18030) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, each month and together with an unqualified opinion on the Monthly Financial Statements, a duly completed 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 statements from KPMG LLP or another independent certified public accounting firm acceptable to covenants set forth in this Agreement and such other information as Bank in its reasonable discretion; shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;
(iiie) within thirty (30) days after the end of each quarter a cash holding report, detailing all cash and Cash Equivalents by investment type and including the amount, maturity date (if applicable), and account such cash and Cash Equivalents are held;
(f) within fifty (50) days after the end of each quarter of the Borrower (or, if earlier, five (5) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), the Borrower’s Report on Form 10-Q or the unaudited consolidated balance sheet of deliverythe Borrower as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, copies setting forth in each case in comparative form the figures for the previous year (the “Quarterly Financial Statements”);
(g) within fifty (50) days after the end of each quarter (or with the delivery of Borrower’s Quarterly Financial Statements) a Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such quarter, Borrower was in full compliance with all of the terms and conditions of this Agreement, and such other information as Bank shall reasonably request, including, without limitation, a statement that at the end of such quarter there were no held checks;
(h) within fifty (50) days after the end of each fiscal year of Borrower, (A) annual operating budgets (including income statements, reports balance sheets and notices made available to cash flow statements, by quarter) for the upcoming fiscal year of Borrower, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s security holders or board of directors, together with any related business forecasts used in the preparation of such annual financial projections;
(i) within ninety (90) days after the end of each fiscal year of the Borrower (or, if earlier, five (5) days after the date required to be filed with the SEC (without giving effect to any holders extension permitted by the SEC)), the Borrower’s Report on Form 10-K or the audited consolidated balance sheet of Subordinated Debt; the Borrower as at the end of such fiscal year and the related unaudited consolidated statements of income and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous year (ivthe “Annual Financial Statements”);
(j) within ninety (90) days after the end of each fiscal year (or with the delivery of Borrower’s Annual Financial Statements) a Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such fiscal year, Borrower was in full compliance with all of the event terms and conditions of this Agreement, and such other information as Bank shall reasonably request, including, without limitation, a statement that Borrower becomes subject to at the reporting requirements under the Securities Exchange Act end of 1934, as amended, such fiscal year there were no held checks;
(k) within five (5) days of filing, copies of all reports on Form 10-Kperiodic and other reports, 10-Q proxy statements and 8-K other materials filed by Borrower 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 Securities SEC) may be delivered electronically and Exchange Commission if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto thereto, on Borrower’s or another website on the internet; Internet at Borrower’s website address;
(vl) a 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 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;
(m) 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 of, individually or in the aggregate, One Million Dollars ($250,000.001,000,000.00) or more; and
(vin) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower will deliver to Bank: (i) as soon as available, but no later than thirty (30) 30 days after the last day of each calendar month, a company company-prepared consolidating unaudited balance sheet sheets and income statement statements covering Borrower’s the operations of Borrower and each of its Subsidiary’s consolidated operations for such month Subsidiaries during the period, certified by a Responsible Officer and in a form substantially the same as that which is acceptable to Bankthe SEC; (ii) as soon as available, available but no later than one hundred eighty (180) 180 days after the last day of Borrower’s '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 KPMG LLP or another an independent certified public accounting firm acceptable to Bank in its reasonable discretionBank; (iii) within five days after delivery or filing with the SEC (5) days of deliveryas the case may be), electronically delivered copies of all statements, reports and notices made available to holders of Borrower’s security holders 's securities or to any holders of Subordinated 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, and all reports on Form Forms 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetSEC; (viv) a prompt report of any material legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 500,000 or more; (viv) as soon as available, but no later than thirty (30) within 30 days after the last day end of Borrower’s fiscal yeareach calendar month, a complete schedule of all accounts receivable and contemporaneously with accounts payable agings, as well as a deferred revenue schedule; and (vi) prompt notice of any updates theretomaterial change in the composition of the Intellectual Property, board-approved projections including any subsequent ownership right of Borrower or any Subsidiary 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 could reasonably be expected to cause a budget for material adverse change to the subsequent fiscal yearvalue of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information as the Bank might reasonably requested by Bankrequest.
(b) Within thirty (30) 30 days after the last day of each calendar month, Borrower will deliver to Bank a duly completed Borrowing Base Certificate in the form of Exhibit C and a Compliance Certificate in the form of Exhibit D, each signed by a Responsible Officer, with 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, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement.
(d) Allow Borrower will allow Bank to audit Borrower’s the Collateral at Borrower’s 's expense. Without including the Initial Audit, such Such audits shall be conducted no more often than once one every twelve (12) months six months, the first such audit to be conducted by April 20, 2003, unless an Event of Default has occurred and is continuing. The charge for each audit shall continuing (in which case the foregoing limitation on frequency will not exceed Eight Hundred Fifty Dollars ($850.00) (or such higher amount as shall represent Bank’s then-current standard charge for the sameapply), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower will deliver to Bank: (i) as soon as available, but no later than thirty (30) 20 days after the last day of each month, a company prepared consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) within five (5) 5 days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K K, if any, filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viiv) budgets, sales projections, operating plans and or other financial information Bank reasonably requested by Bankrequests; (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; and (vii) as soon as available but no later than 30 days prior to each fiscal year end, Borrower's financial projections for the following year on a monthly basis.
(b) Within thirty (30) 20 days after the last day of each month, Borrower will deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable (by invoice date)payable.
(c) Within thirty (30) 20 days after the last day of each month, Borrower will 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 in the financial covenants set forth in this Agreement.form of Exhibit D.
(d) Allow Borrower will allow Bank to audit Borrower’s 's Collateral at Borrower’s 's expense. Without including the Initial Audit, such Such audits shall will be conducted no more often than once every twelve (12) months annually 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Sources: Loan and Security Agreement (Limelight Networks, Inc.)
Financial Statements, Reports, Certificates. (a) Deliver to Bank: (i) as soon as available, but no later than thirty THIRTY (30) days DAYS after the last day of each month, a company prepared consolidating balance sheet and income statement covering Borrower’s Borrower and each of its Subsidiary’s consolidated 's operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty ONE HUNDRED TWENTY (180120) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (viv) as soon as availableprompt notice of any material change in the composition of the Intellectual Property Collateral, but no later than thirty (30) days after or the last day registration of Borrower’s fiscal yearany copyright, and contemporaneously with including any updates theretosubsequent ownership right of Borrower in or to any Copyright, board-approved projections and a budget for Patent or Trademark not shown in the subsequent fiscal yearIP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (viivi) budgets, sales projections, operating plans and or other financial information reasonably requested by Bank.
(b) Within thirty THIRTY (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days 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 in the financial covenants set forth in this Agreement.form of EXHIBIT B.
(dc) Allow Bank to audit Borrower’s Collateral 's Collateral, including, but not limited to, Borrower's Accounts at Borrower’s 's expense. Without including , upon reasonable notice to Borrower; provided, however, prior to the Initial Audit, such audits shall be conducted no more often than once every twelve (12) months unless occurrence of 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each monthDefault, Borrower shall deliver be obligated to pay for not more than three (3) audits per year. After the occurrence of an Event of Default, Bank a Lease Certificatemay audit Borrower's Collateral, signed by a Responsible Officerincluding, in the form of Exhibit E.but not limited to, Borrower's Accounts at Borrower's expense and at Bank's sole and exclusive discretion and without notification and authorization from Borrower.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal yearyear (commencing with Borrower’s fiscal year 2004), audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) within thirty (30) days of filing, Borrower’s tax returns for 2003; (iv) in the event that the Borrower’s stock becomes publicly held, within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (v) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or of any Subsidiary of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (vi) as soon as availableprompt notice of any material change in the composition of the Intellectual Property, but no later than thirty (30) days after or the last day registration of Borrower’s fiscal yearany 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 contemporaneously with any updates thereto, board-approved projections and a budget for Bank or knowledge of an event that materially adversely affects the subsequent fiscal yearvalue of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by BankBank in writing.
(b) 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 OfficerOfficer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within Within: (i) thirty (30) days after the last day of each month, and (ii) one hundred eighty days (180) days after the last day of Borrower’s fiscal year, Borrower shall deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with in the financial covenants set forth in this Agreement.form of Exhibit D.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such Such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested an initial audit. (“Initial Audit”) shall occur prior to ninety (90) day after the Closing Date. If the results of the Initial AuditAudit are not satisfactory to the Bank for any reason, the Bank may, at its discretion, reduce the amount of the Revolving Line, or not make any subsequent Credit Extensions hereunder, except pursuant to terms satisfactory to Bank.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) 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 consolidating consolidated balance sheet sheet, income statement and income cash flow statement covering Borrower’s and each of its Subsidiary’s consolidated operations 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 one hundred eighty fifty (180150) 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 KPMG LLP or another an independent certified public accounting firm acceptable to Bank Agent 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; (iv) other than with respect to reports made available in accordance with clause (v), below, within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debtholders; (ivv) in the event that so long as Borrower becomes is 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 or a link thereto on Borrower’s or another website on the internetInternet; (vvi) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could be reasonably expected to result in damages or costs to Borrower or any of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (vi) 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 thereto, board-approved projections and more or could result in a budget for the subsequent fiscal yearMaterial Adverse Change; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by BankAgent.
(b) Within thirty forty-five (3045) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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 Agent with the monthly financial statementsstatements described above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this AgreementOfficer.
(dc) Allow Bank 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 audit its business and activities. Borrower 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 and analysis of its operations and the Collateral at Borrower’s expenseto verify the amount and age of the Accounts, the identity and credit of the respective Account Debtors, to review the billing practices of Borrower and to discuss its respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired. Without including Notwithstanding the Initial Auditforegoing, such audits shall be conducted at Borrower’s expense no more often than once every twelve (12) months unless an a Default or Event of Default has occurred and is continuing. The charge for each audit shall not exceed Eight Hundred Fifty Dollars .
($850.00d) Within thirty (30) days of (i) acquiring and/or obtaining any new Subject Intellectual Property, or such higher amount as shall represent Bank’s then-current standard charge for (ii) enters into or becomes bound by any additional license agreement (other than products that are commercially available to the samepublic), per 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 per daywhose 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, plus out whether now existing or entered into in the future, and (y) Agent to have the ability in the event of pocket expenses. Notwithstanding a liquidation of any Collateral to dispose of such Collateral in accordance with Agent’s rights and remedies under this Agreement and the foregoing, no Credit Extension may be requested prior to the Initial Auditother Loan Documents.
(e) Within five (5) days If, after the first day of each monthClosing 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 Lease Certificatebrief description of such Sale Compound, signed plus a list of all Required Permits relating to such new Sale Compound (and a copy of such Required Permits if requested by Agent), along with a Responsible Officercopy of an updated Schedule 5.11; provided, in however, that if Borrower shall at any time obtain any new or additional Required Permits from the form FDA, DEA, or parallel state or local authorities, or foreign counterparts of Exhibit E.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) Deliver 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 consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty twenty (180120) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iiiii) within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viii) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viiiv) budgets, sales projections, operating plans and 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 duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in the form of Exhibit C, with aged --------- listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty five (305) days after of filing its 10-Q with the last day of each monthSecurities and Exchange Commission, Borrower shall deliver to Bank Bank, on a quarterly basis, together with the monthly financial statementsa copy of such 10-Q, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with in the financial covenants set forth in this Agreement.form of Exhibit D. ---------
(d) Allow Bank to audit Borrower’s 's Collateral at Borrower’s 's expense. Without including the Initial Audit, such Such audits shall be conducted prior to the initial Credit Extension under the Committed Revolving Line and no more often than once every twelve (12) months thereafter, unless an Event of Default has occurred and is continuing. The charge for each Borrower shall provide the Bank with access to all its records and financial information so that the initial audit (the "Initial Audit") of Borrower's Collateral 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested completed by Bank prior to the Initial Auditinitial Credit Extension under the Committed Revolving Line.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated DebtBank; (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 or a link thereto on Borrower’s or another website on the internet; (v) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could reasonably result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viiv) budgets, sales projections, operating plans and 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 will deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable (by invoice date)payable.
(c) Within thirty (30) 30 days after the last day of each month, Borrower will 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 in the financial covenants set forth in this Agreementform of Exhibit D, and containing a report of backlog and bookings and a schedule of deferred revenue.
(d) Allow 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 at Borrower’s reasonable expense. Without including the Initial Audit, such Such audits shall will be conducted no more often than once every twelve (12) 6 months unless an Event of Default or an event which, with notice or passage of time or both would constitute 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Sources: Loan and Security Agreement (California Micro Devices Corp)
Financial Statements, Reports, Certificates. (a) Deliver Borrower will deliver to Bank: (i) as soon as available, but no later than thirty (30) 5 days after of filing with the last day Securities and Exchange Commission, copies of each monthall statements, a company prepared consolidating balance sheet reports and income statement covering notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and each of its Subsidiary’s consolidated operations for such month certified by a Responsible Officer all reports on Form 10-K, 10-Q and in a form acceptable to Bank8K; (ii) as soon as available, but no later than one hundred eighty (180) 30 days after the last day of Borrower’s fiscal yeareach month, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on for the financial statements from KPMG LLP or another independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 months when there is no filing with the Securities and Exchange Commission or Commission, a link thereto on company prepared consolidated balance sheet and income statement covering Borrower’s or another website on 's consolidated operations during the internetperiod, in a form and certified by a Responsible Officer acceptable to Bank; (viii) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viiiv) budgets, sales projections, operating plans and 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 (30i) 5 days after of filing with the last day of each monthSecurities and Exchange Commission, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days after the last day of each month, Borrower will deliver to Bank with the monthly financial statements, Form 10-Q a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance in the form of Exhibit C or when there is no filing with the financial covenants set forth Securities and Exchange Commission, (ii) 30 days after the end of each month, Borrower will deliver to Bank with the Financial Statements a Compliance Certificate signed by a Responsible Officer in this Agreement.the form of Exhibit C.
(dc) Allow Bank has the right to audit Borrower’s Collateral 's Accounts at Borrower’s 's expense. Without including , but the Initial Audit, such audits shall will be conducted no more often than once every twelve (12) months year 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Sources: Loan Agreement (Cardiac Science Inc)
Financial Statements, Reports, Certificates. (a) Deliver Borrower 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 of Borrower’s reports on Form 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; Commission, (viii) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 1,000,000 or more; (iv) budgets, sales projections, operating plans or other financial information Bank reasonably requests; (v) within ten (10) days after the end of each quarter written notice of any subsequent ownership right of Borrower in or to any, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank and (vi) as soon as availableprompt written notice of (A) any subsequent ownership right of Borrower in or to any Copyright not shown in any intellectual property security agreement between Borrower and Bank, but no later (B) any other material change in the composition of the Intellectual Property (other than those described in clause (v) above), or (C) knowledge of an event that materially adversely affects the value of the Intellectual Property. Notwithstanding the above, Borrower shall not be required to deliver item (a)(i) above to Bank for any month during which Borrower’s unrestricted cash exceeds $30,000,000. Borrower’s 10K and 10Q reports required to be delivered pursuant to Section 6.2(a)(ii) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s website on the Internet; provided, that Borrower shall provide paper copies to Bank of the Compliance Certificates required by Section 6.2(c).
(b) Borrower will deliver to Bank aged listings of accounts receivable and accounts payable, which aged listings of accounts receivable and accounts payable shall be due to Bank (a) within thirty (30) days after the last day of each month if Borrower’s fiscal yearunrestricted cash is $30,000,000 or less, and contemporaneously with any updates thereto, board-approved projections and a budget for or (b) within thirty (30) days after the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Banklast day of each calendar quarter if Borrower’s unrestricted cash exceeds $30,000,000.
(c) Borrower will deliver to Bank a Compliance Certificate signed by a Responsible Officer in the form of Exhibit C; which Compliance Certificate shall be due to Bank (a) within thirty (30) days after the last day of each month if Borrower’s unrestricted cash is $30,000,000 or less, or (b) within thirty (30) days after the last day of each calendar quarter if Borrower’s unrestricted cash exceeds $30,000,000.
(d) Within thirty (30) days after the last day of each month, Borrower will deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officercopy of Borrower’s cash holding report, with aged listings of accounts receivable including account statements detailing investment type and accounts payable (by invoice date)maturity dates.
(ce) Within thirty forty five (3045) days after the last day of each monthBorrower’s fiscal year, Borrower will deliver to Bank with a business forecast for its next fiscal year.
(f) Promptly following any request therefore, Borrower will deliver to Bank such other information regarding the monthly operations, business affairs and financial statementscondition of Borrower or any Subsidiary, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing or compliance with the financial covenants set forth in terms of this Agreement, as Bank may reasonably request.
(dg) Allow Borrower will allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such Such audits shall will be conducted during normal Business Days and normal business hours and no more often than once every twelve six (126) 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (i) as soon as available, but no later than thirty twenty five (3025) days after the last day of each monthquarter, a company prepared consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month certified by a Responsible Officer and during the period, in a form acceptable to BankBank and certified by a Responsible Officer; (ii) as soon as available, but no later than one hundred eighty ninety (18090) 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 KPMG LLP or another an independent certified public accounting firm acceptable to Bank in its reasonable discretionBank; (iii) within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viiv) budgets, sales projections, operating plans and or other financial information reasonably requested by BankBank requests.
(b) Within thirty twenty five (3025) days after the last day of each monthmonth while Obligations are outstanding, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty twenty five (3025) days after the last day of each monthquarter, Borrower shall deliver to Bank with the monthly quarterly financial statements, statements a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with in the financial covenants set forth in this Agreement.form of Exhibit D.
(d) Allow Bank has the right to audit Borrower’s Collateral 's Accounts at Borrower’s 's expense. Without including , but the Initial Audit, such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower will deliver to Bank: (i) at such time as Credit Extensions are outstanding, as soon as available, but no later than thirty (30) 30 days after the last day of each monthmonth (otherwise within 5 days of filing of Borrower's Form 10-Q with the Securities and Exchange Commission), a company prepared consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) 5 days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viii) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 500,000 or more; (viiv) as soon as availablebudgets, but no later than thirty (30) projections and operating plans within 30 days after the last day of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal year's board of directors approval; and (viiv) budgets, sales projections, operating plans and other financial information Bank reasonably requested by Bankrequests.
(b) Within thirty (30) At such times as Credit Extensions are outstanding or prior to a Credit Extension when there are no outstanding Credit Extensions, within 20 days after the last day of each month, Borrower will deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in the form of Exhibit C, with aged listings of accounts receivable (by invoice date) and accounts payable (by invoice date).
(c) Within thirty (30) At such times as Credit Extensions are outstanding, within 30 days after the last day of each monthmonth (otherwise within 5 days of filing of Borrower's Form 10-Q with the Securities and Exchange Commission), Borrower will deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with in the financial covenants set forth in this Agreement.form of Exhibit D.
(d) Allow Bank to audit Borrower’s 's Collateral at Borrower’s expense's expense (provided that each audit does not exceed $750). Without including the Initial Audit, such Such audits shall will be conducted no more often than once every twelve (12) months year 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver the following 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 calendar month, a company prepared consolidating consolidated balance sheet sheet, income, and income cash flow statement covering Borrower’s and each of its Subsidiary’s consolidated operations for during such month certified by a Responsible Officer and period, prepared in accordance with GAAP (subject to year-end adjustments lacking footnotes), consistently applied, in a form acceptable to BankBank and certified by a Responsible Officer; (iib) as soon as available, but no later than one hundred eighty in any event within ninety (18090) 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 KPMG LLP or another of an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iiic) within five (5) days of delivery, 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; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934Debt and, as amended, within five (5) days of filingif applicable, all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (vd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any of its Subsidiaries Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00200,000) or more; (vie) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested by Bank.
request from time to time; and (bf) Within 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, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright. Within twenty (20) days after the last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days payable. Notwithstanding the foregoing, Borrower shall not be required to deliver to Bank such a Borrowing Base Certificate at any time after July 23, 2004 that the last day of each month, Indebtedness owing from Borrower to Bank is less than the Nonformula Amount. 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 in substantially the form of Exhibit D hereto. 13 Bank shall have a right from time to time hereafter to audit, at reasonable times with the financial covenants set forth in this Agreement.
(d) Allow Bank to audit prior notice, Borrower’s Accounts and appraise Collateral at Borrower’s expense. Without including the Initial Audit, provided that such audits shall will be conducted no more often than once every twelve six (126) 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the 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 one hundred eighty (180) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) within five (5) 5 days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viiv) budgets, sales projections, operating plans and or other financial information Bank reasonably requested by Bankrequests.
(b) Within thirty (30) 30 days after the last day of each month, Borrower will deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of its accounts receivable and accounts payable (by invoice date)payable.
(c) Within thirty (30) 30 days after the last day of each month, Borrower will 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 in the financial covenants set forth in this Agreement.form of Exhibit C.
(d) Allow Bank has the right to audit Borrower’s 's Collateral at Borrower’s 's expense. Without including , but the Initial Audit, such audits shall will be conducted no more often than once every twelve (12) months year 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Sources: Loan and Security Agreement (Sonus Pharmaceuticals Inc)
Financial Statements, Reports, Certificates. (a) Deliver to Bank: each Lender:
(i) as soon as available, but no later than (x) thirty (30) days after the last day of each monthmonth which is not the last month of a fiscal quarter of Borrower, and (y) forty-five (45) days after the last day of each month which is the last month of a fiscal quarter of Borrower, a company prepared consolidated and consolidating (if prepared) balance sheet and sheet, income statement and cash flow statement covering Borrower’s and each of its Subsidiary’s the consolidated operations of Borrower and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Bank; Collateral Agent;
(ii) as soon as available, but no later than the earlier of (A) one hundred eighty twenty (180120) days after the last day of Borrower’s fiscal yearyear or (B) within five (5) days of filing with the SEC, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified (other than going concern qualifications with respect to the maturity of any outstanding Term Loans within the next year or explanatory language as it relates to Borrower’s cash levels) opinion on the financial statements from KPMG Ernst & Young LLP or another independent certified public accounting firm acceptable to Bank Collateral Agent in its reasonable discretion; ;
(iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of each of Borrower’s fiscal years, Borrower’s annual financial projections for the entire current fiscal year as approved by Borrower’s Board of Directors, which such annual financial projections shall include management prepared (which shall be reviewed by Borrower’s chief financial officer, but need not be approved by Borrower’s Board of Directors) quarterly cash runway projections (such annual financial projections as originally delivered to Collateral Agent and the Lenders are referred to herein as the “Annual Projections”); provided that, any (x) revisions of the Annual Projections approved by Borrower’s Board of Directors shall be promptly delivered to Collateral Agent and the Lenders but in any event no later than ten (10) Business Days after such approval and (y) material revisions of the management prepared Annual Projections shall be promptly delivered to Collateral Agent and the Lenders but in any event no later than ten (10) Business Days after such revisions are reviewed by Borrower’s chief financial officer;
(iv) within five (5) days Business Days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; ;
(ivv) 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 Business Days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; Commission,
(vvi) a prompt report notice of any legal actions pending amendments of or threatened in writing against other changes to (x) the Operating Documents of Borrower or any of its Subsidiaries Subsidiaries, or (y) in the event that Borrower is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, prompt notice of any material change to the capitalization of Borrower together, in each case, together with any copies reflecting such amendments or changes with respect thereto;
(vii) prompt notice of any event that could result in damages or costs reasonably be expected to Borrower or any materially and adversely affect the value of its Subsidiaries of Two Hundred Fifty Thousand Dollars the Intellectual Property;
($250,000.00) or more; (viviii) as soon as available, but no later than thirty (30x) days after the last day of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month which is not the last month of a fiscal quarter of Borrower, and (y) forty-five (45) days after the last day of each month which is the last month of a fiscal quarter of Borrower, copies of the month-end account statements for each Collateral Account maintained by Borrower or its Subsidiaries, deliver which statements may be provided to Bank Collateral Agent and each Lender by Borrower or directly from the applicable institution(s), and
(ix) other information as reasonably requested by Collateral Agent or any Lender. Notwithstanding the foregoing, documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a duly completed Borrowing Base Certificate signed by a Responsible Officerlink thereto, with aged listings on Borrower’s website on the internet at Borrower’s website address or (ii) on which such documents are posted on Borrower’s behalf on the website of accounts receivable the Securities and accounts payable (by invoice date)Exchange Commission.
(cb) Within Concurrently with the delivery of the financial statements specified in Section 6.2(a)(i) above but no later than (x) thirty (30) days after the last day of each monthmonth which is not the last month of a fiscal quarter of Borrower, and (y) forty-five (45) days after the last day of each month which is the last month of a fiscal quarter, deliver to Bank with the monthly financial statementseach Lender, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this AgreementOfficer.
(dc) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial AuditKeep proper books of record and account in accordance with GAAP in all material respects, such audits in which full, true and correct entries shall be conducted made of all dealings and transactions in relation to its business and activities. Borrower shall, and shall cause each of its Subsidiaries to, allow, at the sole cost of Borrower, Collateral Agent or any Lender, during regular business hours upon reasonable prior notice (provided that no more often than once every twelve (12) months unless notice shall be required when 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), per person per dayto visit and inspect any of its properties, plus out to examine and make abstracts or copies from any of pocket expensesits books and records, and to conduct a collateral audit and analysis of its operations and the Collateral. Notwithstanding the foregoing, Such audits shall be conducted no Credit Extension may be requested prior to the Initial Auditmore often than twice every year unless (and more frequently if) an Event of Default has occurred and is continuing.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Sources: Loan and Security Agreement (Syros Pharmaceuticals, Inc.)
Financial Statements, Reports, Certificates. (a) Deliver to BankLender: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to BankLender; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another an independent certified public accounting firm acceptable to Bank Lender in its reasonable discretion; (iii) annual financial projections approved by Borrower’s Board of Directors consistent in form and detail with those provided to Borrower’s venture capital investors as soon as available, but no later than thirty (30) days after the approval thereof by Borrower’s Board of Directors and no less frequently than annually; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (ivv) 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 or a link thereto on Borrower’s or another website on the internetInternet; (vvi) 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 Five Hundred Fifty Thousand Dollars ($250,000.00500,000) or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by BankLender.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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 Lender with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this AgreementOfficer.
(dc) Allow Bank Lender to audit or inspect Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such Such audits or inspections shall be conducted 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 .
($850.00d) Deliver to Lender a copy of every 409 evaluation report as to Borrower’s capital stock Borrower’s receives after the Effective Date within thirty (or such higher amount as shall represent Bank30) days after Borrower’s then-current standard charge for the same), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Auditreceipt thereof.
(e) Within five So long as Borrower is not subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within thirty (530) days after the first day Borrower completes any private equity financing/sale of each monthits capital stock, Borrower shall deliver to Bank Lender a Lease Certificatecopy of Borrower’s certificate of incorporation, signed as amended by such equity financing/sale, and a Responsible Officer, list of the venture capital investors and strategic investors participating in the form of Exhibit E.such equity financing/sale.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Each Credit Party shall deliver to BankAgent: (i) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal quarter, a company prepared consolidating consolidated balance sheet and sheet, income statement and cash flow statement covering Borrower’s and each of its Subsidiarysuch Credit Party’s consolidated operations 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 one hundred eighty twenty (180120) days after the last day of Borrowera Credit Party’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a going concern qualification based solely on any Credit Party having negative profits or a determination that any Credit Party has less than 12 months liquidity) on the financial statements from KPMG LLP or another an independent certified public accounting firm acceptable to Bank Agent in its reasonable discretion; (iii) as soon as available after approval thereof by such Credit Party’s governing board, but no later than sixty (60) days after the last day of such Credit Party’s fiscal year such Credit Party’s financial projections for the current fiscal year; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 Business Days of filing, all reports on Form 10-K, 10-Q and 8-K 8‑K filed with the Securities and Exchange Commission (“SEC”) or a link thereto on Borrowersuch Credit Party’s or another website on the internetInternet; (v) 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[reserved]; (vi) as soon as available, but no later than thirty promptly (30and in any event within ten (10) days after the last day of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal year; and (viirequest therefor) such readily available budgets, sales projections, operating plans and plans, other financial information information, reports or statements regarding the Credit Parties reasonably requested by Bank.
Agent; and (bvii) Within thirty within ten (3010) days after any Credit Party becomes aware of any material claim or adjustment proposed for any prior tax years of any Credit Party or any of their Subsidiaries which could result in additional Taxes becoming due and payable by such Credit Party or Subsidiary, notice of such claim or adjustment. Any report, notice or other materials that are required to be delivered pursuant to clauses (i), (ii) or (iv) of this Section 6.2(a) shall be considered so delivered upon the last day filing of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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 such item with the monthly financial statements, SEC as long as a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with link thereto is available on Credit Party’s or another website on the financial covenants set forth in this AgreementInternet.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Sources: Credit, Guaranty and Security Agreement (Gossamer Bio, Inc.)
Financial Statements, Reports, Certificates. (a) Deliver 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to BankAgent; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP Ernst & Young or another independent certified public accounting firm acceptable to Bank in its reasonable discretionof national standing; (iii) in the event that the Borrower’s stock becomes publicly held, within five (5) days of deliveryfiling, 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; (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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000.00) or more; (viv) as soon as availableprompt notice of any material change in the composition of the Intellectual Property, but no later than thirty (30) days after or the last day registration of Borrower’s fiscal yearany 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 contemporaneously with any updates thereto, board-approved projections and a budget for Lenders or knowledge of an event that materially adversely affects the subsequent fiscal yearvalue of the Intellectual Property; and (viivi) budgets, sales projections, operating plans and 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 a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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 Agent 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.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.C.
(c) Provide Bank with, as soon as available, but no later than sixty (60) days following the fiscal year end, Board of Directors approved financial projections, in form reasonably acceptable to Bank.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver 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 consolidated and consolidating balance sheet sheets and income statement statements covering Borrower’s and each of its Subsidiary’s consolidated the Credit Parties’ operations 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 one hundred eighty (180) 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 KPMG LLP or another an independent certified public accounting firm acceptable to Bank Lender in its reasonable discretion; (iii) within five (5) days of delivery, 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; (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 or a link thereto on Borrower’s or another website on the internetInternet; (v) a prompt report of any legal actions pending or threatened in writing against Borrower or any Credit Party, and of its Subsidiaries which such Credit Party has knowledge, that could result in damages or costs to Borrower any Credit Party or any of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; and (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) such budgets, sales projections, operating plans 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 a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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 Lender with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this AgreementAgreement for the period covered by such financial statements.
(dc) Allow Bank Upon five (5) Business Days written notice to Borrower, Borrower shall allow Lender, during normal business hours, to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such Such audits shall be conducted no more often than once every twelve six (126) 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(ed) Within Deliver to Lender, within five (5) days after the first day same are sent or received, copies of each monthall correspondence, Borrower shall deliver 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 Bank have a Lease Certificate, signed by material effect on any of the Governmental Approvals or otherwise result in a Responsible Officer, Material Adverse Change.
(e) Promptly notify Lender of any circumstance that results in the form Chief Executive Officer or the Chief Financial Officer and Chief Operating Officer of Exhibit E.Scient’x, S.A. not being actively engaged in the management of Scient’x, S.A., and the hiring and approval by the Board of Directors of Scient’x, S.A. of such person’s replacement.
Appears in 1 contract
Sources: Loan and Security Agreement (Alphatec Holdings, Inc.)
Financial Statements, Reports, Certificates. (a) Deliver Borrower 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 consolidating unaudited balance sheet sheets and income statement statements covering Borrower’s the operations of Borrower and each of its Subsidiary’s consolidated operations for such month Subsidiaries during the period, certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, available but no later than one hundred eighty (180) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 or a link thereto on Borrower’s or another website on the internet; (v) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 250,000 or more; (viiv) as soon as available, but no later than thirty (30) within 45 days after the last day end of Borrower’s fiscal yeareach calendar quarter, a complete schedule of all accounts receivable and contemporaneously with any updates theretoaccounts payable agings, board-approved projections and as well as a budget for the subsequent fiscal yeardeferred revenue schedule; and (viiv) 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 Trademark not shown in any intellectual property security agreement between Borrower and other financial information 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 will deliver to Bank a duly completed Borrowing Base Compliance Certificate in the form of Exhibit C, signed by a Responsible Officer, with 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, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement.
(d) Allow Borrower will allow Bank to audit Borrower’s the Collateral at Borrower’s expense. Without including the Initial Audit, such Such audits shall be conducted no more often than once one every twelve (12) months months, commencing no later than April 30, 2003, unless an Event of Default has occurred and is continuing. The charge for each audit shall continuing (in which case the foregoing limitation on frequency will not exceed Eight Hundred Fifty Dollars ($850.00) (or such higher amount as shall represent Bank’s then-current standard charge for the sameapply), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to BankAgent; (ii) as soon as available, but no later than one hundred eighty twenty (180120) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in Agent (provided, however, Borrower may deliver its reasonable discretionFYE 2004 financial statements to Agent on or before December 31, 2005); (iii) in the event that Borrower’s stock becomes publicly held, within five (5) Business Days after filing but no later than fifty (50) days of deliveryafter 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; (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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (viv) as soon as available, but no later than Board approved financial projections within thirty (30) days after the last day of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal yearsuch approval; and (viivi) budgets, sales projections, operating plans and 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 a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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 Agent 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.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.C.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the 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 one hundred eighty (180) 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 KPMG LLP or another an independent certified public accounting firm of national recognition or otherwise acceptable to Bank in its reasonable discretionBank; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 or a link thereto on Borrower’s or another website on the internet; (v) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viiiv) budgets, sales projections, operating plans and 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) 20 days after the last day of each month, Borrower will deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable (by invoice date)payable.
(c) Within thirty (30) 30 days after the last day of each month, Borrower will 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 in the financial covenants set forth in this Agreement.form of Exhibit D.
(d) Allow Bank has the right to audit Borrower’s 's Collateral at Borrower’s 's expense. Without including , but the Initial Audit, such audits shall will be conducted no more often than once every twelve (12) 6 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.is
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower will deliver to Bank: (i) as soon as available, but no later than thirty (30) 45 days after the last day of each monthquarter, a company prepared consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the 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 one hundred eighty (180) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) within five (5) 5 days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viiv) budgets, sales projections, operating plans and 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) 20 days after the last day of each month, Borrower will deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable (by invoice date)payable.
(c) Within thirty (30) 45 days after the last day of each monthquarter, Borrower will deliver to Bank with the monthly quarterly financial statements, statements a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with in the financial covenants set forth in this Agreement.form of Exhibit D.
(d) Allow Bank has the right to audit Borrower’s 's Collateral at Borrower’s 's reasonable expense. Without including , but the Initial Audit, such audits shall will be conducted no more often than once every twelve (12) months year 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Sources: Loan and Security Agreement (Onyx Software Corp/Wa)
Financial Statements, Reports, Certificates. (a) Deliver to Bank: Borrower shall provide Bank with the following:
(i) as soon as availablebi-weekly, but no later than and upon each request for a Credit Extension, a Transaction Report;
(ii) within fifteen (15) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, and general ledger;
(iii) within thirty (30) days after the last day end of each month, a company prepared consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank; deferred revenue report;
(iiiv) as soon as available, but no later than one hundred eighty and in any event within thirty (18030) days after the last day end of each month, monthly unaudited financial statements;
(v) within thirty (30) days after the end of each month, a 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 statement that at the end of such month there were no held checks;
(vi) Board-approved financial projections no later than forty-five (45) days after Borrower’s fiscal year end, and immediately with respect to any amendments or updates thereto;
(vii) within thirty (30) days after the end of each month, a schedule of Borrower’s unbilled accounts receivable; and
(viii) as soon as available, and in any event within one hundred twenty (120) days following the end of Borrower's fiscal year, audited consolidated annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion on the financial statements from KPMG LLP or another of, independent certified public accounting firm accountants acceptable to Bank in its reasonable discretion; Bank.
(iiib) within Within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 after filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (v) 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 thirty (30) days after the last day of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date)Internet.
(c) Within thirty Prompt written notice of (30i) days after any material change in the last day composition of each monththe intellectual property, deliver (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to Bank with the monthly financial statementsany copyright, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement.
patent or trademark not previously disclosed to Bank, or (diii) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including knowledge of an event that materially adversely affects the Initial Audit, such audits shall be conducted no more often than once every twelve (12) months unless an Event value 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Auditintellectual property.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Sources: Loan and Security Agreement (Paradigm Holdings, Inc)
Financial Statements, Reports, Certificates. (a) Deliver Borrower 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the period, a schedule of deferred revenue, all 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 one hundred eighty twenty (180120) 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 otherwise consented to by Bank on the financial statements from KPMG LLP or another an independent certified public accounting firm acceptable to Bank in its reasonable discretionBank; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 or a link thereto on Borrower’s or another website on the internet; (v) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (viiv) as soon as availableany material changes with respect to the ETB Contract, but no later than thirty including any notices received in connection therewith; (30) days after the last day of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal year; and (viiv) budgets, sales projections, operating plans for each fiscal year, in draft form prior to fiscal year end and approved by Borrower's Board of Directors not later than sixty (60) days after the end of each fiscal year; and (vi) other financial information reasonably requested by BankBank requests.
(b) Within thirty (30) days after the last day of each month, Borrower will deliver to Bank a duly completed Borrowing Base an Availability Certificate signed by a Responsible OfficerOfficer in the form of EXHIBIT C (an "Availability Certificate"), with aged listings of accounts receivable and accounts payable (by invoice date)payable.
(c) Within thirty (30) days after the last day of each month, Borrower will 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 in the financial covenants set forth in this Agreement.form of EXHIBIT D.
(d) Within thirty (30) days after the last day of each month, Borrower will deliver to Bank with the monthly financial statements an update on the ETB Contract, which shall include, without limitation, project status, implementation schedule evidence of shipment and deliverables, cash receipts, planned invoice dates and such other information as Bank may request from time to time, all certified by a Responsible Officer
(e) Allow Bank to audit Borrower’s 's Collateral at Borrower’s 's expense, which expense will be $750 per day per auditor, plus out of pocket expenses. Without including the Initial Audit, such Such audits shall will be conducted no more often than once every twelve three (123) 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Sources: Loan and Security Agreement (Daleen Technologies Inc)
Financial Statements, Reports, Certificates. (a) Deliver Borrower 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the period, certified by a Responsible Officer and in a the form acceptable to Bankattached; (ii) as soon as available, but no later than one hundred eighty twenty (180120) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) if securities of the Company are publicly traded, within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could would result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 250,000 or more; (viv) as soon as available, but no later than thirty forty-five (3045) days after the last day of the Borrower’s 's fiscal year, and contemporaneously with any updates thereto, board-approved projections and a Borrower prepared operating budget for the subsequent fiscal yearyear or other financial information Bank reasonably requests; and (viivi) budgets, sales projections, operating plans and other financial information reasonably requested by Bankprompt 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.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days after the last day of each month, Borrower will 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 in the financial covenants set forth in this Agreement.form of Exhibit C.
(dc) Allow Bank has the right to audit Borrower’s 's Collateral at Borrower’s 's expense. Without including the Initial Audit, such Such audits shall will be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty twenty (180120) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) in the event that the Borrower's stock becomes publicly held, within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; and (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (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, statements a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with in the financial covenants set forth in 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, no later than one hundred eighty (180) days after the execution of this AgreementAgreement and annually thereafter, upon reasonable notice. Provided, however, if an Event of Default has occurred, Bank may audit Borrower's Collateral, including, but not limited to, Borrower's Accounts and accounts receivable at Bank's sole and exclusive discretion and without notification and authorization from Borrower.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including Provide a written report within sixty (60) days after the Initial Audit, such audits shall be conducted 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) invoice date respecting any Financed Receivable (or such higher amount as shall represent and when otherwise directed by the Bank’s then-current standard charge ), if payment of any Financed Receivable does not occur by its due date and include the reasons for the same), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Auditdelay.
(e) Within five Provide Bank with, as soon as available, but no later than thirty (530) days after the first day following each Reconciliation Period, an aged listing of each monthaccounts receivables and accounts payable, Borrower shall deliver to Bank along with a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.Deferred Revenue report.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver the following 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 calendar month, a company prepared consolidating consolidated balance sheet sheet, income, and income cash flow statement covering Borrower’s and each of its Subsidiary’s consolidated operations for during such month certified by a Responsible Officer and period, prepared in accordance with GAAP, consistently applied, in a form acceptable to BankBank and certified by a Responsible Officer; (iib) as soon as available, but no later than in any event within (i) one hundred eighty fifty (180150) days of Borrower’s fiscal year ended 2001 (which shall reflect no material adverse changes from the company-prepared financial statements for the same period) and, thereafter, (ii) one hundred twenty (120) days after the last day end of Borrower’s fiscal year, in each case 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 KPMG LLP or another of an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iiic) within five (5) days of deliveryif 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; (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, Debt and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (vd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.0050,000) or more; (vie) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested request from time to time generally prepared by Bank.
Borrower in the ordinary course of business, including but not limited to Borrower’s annual business plan (bincluding operating budget) Within within thirty (30) days following Borrower’s fiscal year end; and (f) 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, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. Within twenty (20) days after the last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days after the last day of each month, payable. 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 in substantially the financial covenants set forth in this Agreement.
(d) Allow form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense. Without including the Initial Audit, provided that such audits shall will be conducted no more often than once every twelve six (126) 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower will deliver to Bank: (i) Q as soon as available, but no later than thirty (30) 30 days after the last day of each month, a company prepared consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 180 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 otherwise consented to by Bank on the financial statements from KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iiiIii) within five (5) 5 days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-1o.K, 10-Q 0 and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viiv) budgets, sales projections, operating plans and 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 will deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date)payable.
(c) Within thirty (30) 30 days after the last day of each month, Borrower will 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 in the financial covenants set forth in this Agreement.form of Exhibit C.
(d) Allow Bank to audit Borrower’s 's Collateral at Borrower’s 's expense. Without including the Initial Audit, such Such audits shall will be conducted no more often than once every twelve (12) months unless only at such times as 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Sources: Loan and Security Agreement (Zynex Medical Holdings Inc)
Financial Statements, Reports, Certificates. (a) Deliver Borrower shall 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on (except to the internetextent such disclosure would violate securities and other laws); (viii) prompt delivery of conformed copies of all correspondence between Borrower and Credit Insurer, (iv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000.00) or more; and (viv) budgets, sales projections, operating plans or other financial information reasonably requested by Bank, including within 60 days of fiscal year end such budgets, projects and plans as to the next 12 months.
(b) Within 30 days after the last day of each month and with each request for an Advance, 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 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, in addition to the requirement to file a claim under the Credit Insurance under Section 6.7 hereof, 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) Provide Bank with, as soon as available, but no later than thirty (30) 30 days after the last day of Borrower’s fiscal yearfollowing each Reconciliation Period, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with an aged listings listing of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days after the last day of each month, deliver in form acceptable to Bank together with conformed copies of the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreementshipment and export credit insurance premium payment reports and evidence of payment.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) 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 consolidating balance sheet and income statement covering Borrower’s 10K, 10Q, and each of its Subsidiary’s consolidated operations for such month certified by a Responsible Officer 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 one hundred eighty (180) 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 KPMG LLP or another an independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; discretion (iv) within 45 days after the end of each fiscal year, annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act preparation 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 or a link thereto on Borrower’s or another website on the internetsuch annual financial projections; (v) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00250,000) or more; and (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and 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, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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 its monthly financial statements, statements together with a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such Such audits shall be conducted no more often than once every twelve six (126) 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver 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 calendar month, a company prepared consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for during such month certified by a Responsible Officer and period, in a form acceptable to BankBank and certified by a Responsible Officer; (iib) as soon as availableif applicable, but no later than one hundred eighty within five (1805) days after of filing with the last day Securities and Exchange Commission, copies of Borrower’s fiscal yearall statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Form 10-K and 10-Q filed with the Securities and Exchange Commission along with 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 KPMG LLP or another of an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iiic) within five (5) days promptly upon receipt of deliverynotice thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 or a link thereto on Borrower’s or another website on the internet; (v) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (vid) as soon as available, but no later than within thirty (30) days after Borrower's fiscal year end, operating budgets, annual budgets, and forecasts of Borrower; (e) other financial information as Bank may reasonably request from time to time generally prepared by Borrower in the ordinary course of business; and (f) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrower’s fiscal year, 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, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and contemporaneously C of the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with any updates thereto, board-approved projections and a budget for the subsequent fiscal year; and Original Agreement. Within twenty (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (3020) days after the last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days after the last day of each month, payable. 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 in substantially the financial covenants set forth in this Agreement.
(d) Allow form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower’s 's Accounts and appraise Collateral at Borrower’s 's expense. Without including the Initial Audit, provided that such audits shall will be conducted no more often than once every twelve six (126) 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver to BankLender: (i) as soon as available, but no later than thirty (30) days after the last day of each monthquarter, a company prepared consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to BankLender; (ii) as soon as available, but no later than one hundred eighty twenty (180120) 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 KPMG LLP or another an independent certified public accounting firm acceptable to Bank Lender in its reasonable discretion; (iii) as soon as available, but no later than ten (10) 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 delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (ivv) 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 or a link thereto on Borrower’s or another website on the internetInternet; (vvi) 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 One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by BankLender.
(b) Within thirty forty five days (3045) days after the last day of each monthquarter, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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 Lender with the monthly quarterly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this AgreementOfficer.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Sources: Loan and Security Agreement (ARYx Therapeutics, Inc.)
Financial Statements, Reports, Certificates. (a) Deliver 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for during such month certified by a Responsible Officer and period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (iib) as soon as available, but no later than one hundred eighty in any event within ninety (18090) 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 KPMG LLP or another of an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion; (iiic) within five ten (510) days of deliveryfiling, 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; (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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (vd) promptly upon receipt of notice thereof, 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 One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viie) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested by Bank.
request from time to time. Within twenty five (b) Within thirty (3025) days after the last day of each monthmonth (or portion thereof) during which there are any Advances outstanding under the Committed Revolving Line, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days after provided however that the last day of each month, deliver Borrowing Base Certificate shall be delivered only in the event that the Borrower has requested Advances under the Committed Revolving Line. Bank shall have a right from time to Bank with the monthly financial 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.
(d) Allow Bank time hereafter to audit Borrower’s Collateral 's Accounts at Borrower’s 's expense. Without including the Initial Audit, provided that such audits shall will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. The charge for each continuing with the first such audit shall not exceed Eight Hundred Fifty Dollars to take place within one hundred eighty ($850.00) (or such higher amount as shall represent Bank’s then-current standard charge for the same), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5180) days after of the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.Closing Date.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the period, in a form and certified by a Responsible Officer and in a form reasonably acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 or a link thereto on Borrower’s or another website on the internet; (v) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that Subsidiary in which a likely adverse determination could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 250,000 or more; and (viiv) as soon as availablepromptly, but in no later than thirty (30) days after the last day of Borrower’s fiscal yearevent within 3 Business Days, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and or other financial information as Bank reasonably requested by Bankfrom time to time requests.
(b) Within thirty (30) 20 days after the last day of each month, Borrower will deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable (by invoice date)payable.
(c) Within thirty (30) 30 days after the last day of each month, Borrower will 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 in the financial covenants set forth in this Agreement.form of Exhibit D.
(d) Allow Bank has the right to audit Borrower’s 's Collateral at Borrower’s 's expense. Without including , but the Initial Audit, such audits shall will be conducted no more often than once every twelve (12) months year 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt; (iviii) 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 or a link thereto on Borrower’s 's or another website on the internetInternet; (iv) within five (5) days of filing all reports on Form 10-K or 10-Q with the Securities and Exchange Commission, a company prepared consolidating balance sheet and income statement covering Borrower's operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (v) 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 One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (vi) as soon as available, but no later than thirty (30) days after prompt notice of an event that materially and adversely affects the last day value of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal yearintellectual property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty twenty (3020) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date); provided however, that a Borrowing Base Certificate will be required only if the total outstanding balance due under the Revolving Line, including any Advance being requested by Borrower, exceeds $250,000.00, and Borrowing Base Certificates shall be provided within twenty (20) days after each month thereafter.
(c) Within thirty (30) days after the last day of each month, deliver to Bank with the monthly financial 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.
(d) Allow Bank to audit Borrower’s 's Collateral at Borrower’s 's expense; provided however, that the initial Collateral audit will be required only if (i) the total outstanding balance due under the Revolving Line, including any Advance being requested by Borrower, exceeds $500,000.00 or (ii) Borrower fails to comply with any term or condition of this Agreement. Without including the Initial Audit, such 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. 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Sources: Loan and Security Agreement (Specialized Health Products International Inc)
Financial Statements, Reports, Certificates. (a) Deliver to Bank: (i) as soon as available, but no later than thirty-five (35) days after the last day of each month before the first anniversary of the Closing Date, and thirty (30) days after the last day of each monthmonth thereafter, a company prepared consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s the consolidated operations for such month of Borrower and its consolidated Subsidiaries during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 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 a “going concern” qualification) on the financial statements from KPMG LLP or another an independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available generally to Borrower’s security holders or to any holders of Subordinated 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 or a link thereto on Borrower’s or another website on the internetInternet; (v) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (vi) as soon as availableprompt notice of an event that materially and adversely affects the value of the intellectual property that is material to the business of Borrower; (vii) annual financial projections commensurate with those provided to the Borrower’s venture capital investors, approved by the Borrower’s board of directors promptly after approval of the same by Borrower’s board of directors but no later than thirty (30) days after the last day February 15 of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent each fiscal year; and (viiviii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted provided that so long as no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. The charge for each audit , Bank shall not exceed Eight Hundred Fifty Dollars ($850.00) (or exercise such higher amount as shall represent Bank’s then-current standard charge for the same), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Auditrights more often than one time during any calendar year.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Sources: Loan and Security Agreement (Luca Technologies Inc)
Financial Statements, Reports, Certificates. (a) Deliver 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty fifty (180150) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Twenty-five Thousand Dollars ($250,000.0025,000) 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 Collateral; (vi) as soon as available, but no later than thirty a prompt report of any complaints filed with the Texas Workforce Commission (30“TWC”) days after against Borrower in the last day aggregate of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal year$25,000 or more; and (vii) budgets, sales projections, operating plans and or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (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, statements a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with in the financial covenants set forth in this Agreementform 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 Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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 Upon Bank’s then-current standard charge 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 same), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Auditdelay.
(e) Within five Provide Bank with, as soon as available, but no later than thirty (530) days after the first day following each Reconciliation Period, an aged listing of each month, Borrower shall deliver to Bank a Lease Certificate, signed accounts receivable and accounts payable by a Responsible Officerinvoice date, in the form of Exhibit E.acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than thirty (30) following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver to Bankthe Agent, with a copy to each Lender: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 8-8 K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetInternet; (vii) 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 ($250,000.00250,000) or more; (viiii) as soon as available, but no later than thirty (30) days after following the last day of Borrower’s fiscal year, an annual business plan and contemporaneously with any updates theretobudget approved by Borrower’s Board of Directors, board-approved projections containing, among other things, projected financial statements (including, without limitation, consolidated balance sheets of the Borrower and a budget its Subsidiaries as at the end of each such Fiscal Quarter, and the related consolidated statements of income or operations, retained earnings, shareholders’ equity and cash flows for each such Fiscal Quarter) for each Fiscal Quarter through the subsequent fiscal yearMaturity Date; and (viiiv) such budgets, sales projections, operating plans, board presentations and operating plans (including scientific updates) and other financial information reasonably requested by Bankthe Agent or any Lender.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officerthe Agent, with aged listings of accounts receivable a copy to the Lenders, a monthly cash flow statement 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, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this AgreementOfficer.
(dc) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including Promptly after the Initial Audit, such audits shall be conducted no more often than once every twelve same are available (12and in any event within ten (10) 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 samedays thereof), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior deliver to the Initial AuditAgent, with a copy to each Lender, all reports and written information to and from the United States Environmental Protection Agency, or any state or local agency responsible for environmental matters, the United States Occupational Health and Safety Administration or any successor agencies or authorities concerning any material environmental, health or safety matters, and all material reports and written information to and from any state or local agency responsible for health and safety matters, or any successor agencies or authorities concerning environmental, health or safety matters.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the 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 one hundred eighty (180) 120 days after the last day of Borrower’s 's fiscal year, preliminary audited consolidated financial statements prepared under GAAP and 150 days after the last day of Borrower's fiscal year, Borrower's final audited consolidated financial statements prepared under GAAP, consistently applied, together with from an unqualified opinion on the financial statements from KPMG LLP or another independent certified public accounting firm acceptable to Bank in its reasonable discretionBank; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 or a link thereto on Borrower’s or another website on the internet; (v) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viiiv) budgets, sales projections, operating plans and or other financial information reasonably requested by BankBank requests.
(b) Within thirty (30) 30 days after the last day of each month, Borrower will deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable (by invoice date)payable.
(c) Within thirty (30) 30 days after the last day of each month, Borrower will 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 in the financial covenants set forth in this Agreement.form of Exhibit D.
(d) Allow Bank has the right to audit Borrower’s Collateral 's Accounts at Borrower’s expense. Without including 's expense not to exceed $600, but the Initial Audit, such audits shall will be conducted no more often than once every twelve (12) months year 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver the following 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 calendar month, a company prepared consolidated and consolidating balance sheet sheet, income, and income cash flow statement covering Borrower’s consolidated and each of its Subsidiary’s consolidated consolidating operations for during such month certified by a Responsible Officer and period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer, together with a backlog report in form and substance reasonably satisfactory to Bank; (iib) as soon as available, but no later than one hundred eighty (180) in any event within five days after of filing with the last day of Borrower’s fiscal yearSecurities and Exchange Commission, Form 10-K, including audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a going-concern opinion) on the such financial statements from KPMG LLP or another of an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iiic) within five (5) days of delivery, 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; (ivd) as soon as available, but in the any event that Borrower becomes subject to the reporting requirements under within five days of filing with the Securities and Exchange Act of 1934, as amended, within five (5) days of filingCommission, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetQ; (ve) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (vif) as soon as available, but no later than in any event within thirty (30) days after before the last day beginning of Borrower’s next fiscal year, and contemporaneously with any updates thereto, boardthe Board-approved projections and a operating budget for the subsequent fiscal yearsuch year in form and substance satisfactory to Bank; and (viig) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested request from time to time. On the 15th and 30th day of each month (28th day if less than 30 days in the month), Borrower shall deliver to Bank a Borrowing Base Certificate signed by Bank.
(b) a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable, certified by a Responsible Officer. Within thirty (30) 20 days after of the last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed aged listings of accounts payable, certified by a Responsible Officer, with aged listings of accounts receivable and accounts payable (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, statements a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with in substantially the financial covenants set forth in this Agreement.
(d) Allow form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense. Without , including an audit prior to the Initial Auditfirst anniversary of the Closing Date, provided that such audits shall will be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another an independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 or a link thereto on Borrower’s or another website on the internetInternet; (v) 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 ($250,000.0050,000) or more; (vi) as soon as available, but no later than within thirty (30) days after the last day of Borrower’s fiscal year, copies of all annual financial projections commensurate in form and contemporaneously substance with any updates thereto, board-approved projections and a budget for the subsequent fiscal yearthose provided to Borrower’s venture capital investors; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank; (viii) copies of all Bank Secrecy Act/Anti-Money Laundering (BSA/AML) internal and independent testing reports as requested by Bank in its reasonable discretion; and (ix) promptly, copies of any communications with the Securities and Exchange Commission which relate to the status of Borrower Member Loans as “securities” under federal law.
(b) Within thirty (30) days after the last day of each monthUpon Bank’s request, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officerdetailed accounting of the current balances of the Clearing Account, with aged listings of accounts receivable Trust Account, and accounts payable (by invoice date)the Borrower Account.
(c) Within thirty (30) days after the last day of each month, deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants Minimum Collateral Value Ratio set forth in this AgreementAgreement on a quarterly basis (or monthly basis if requested by Bank).
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such 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. 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each monthUpon Bank’s request, Borrower shall deliver to Bank a Lease Certificatecopy of the final, signed loan documents evidencing Eligible Loans, including without limitation the Financed Loan Notes, and assignments of such Eligible Loans by WebBank to Borrower;
(f) Upon Bank’s request, deliver to Bank, a Responsible Officerschedule of all Eligible Loans financed with the Advances, in form and substance acceptable to Bank, including, without limitation, the form loan amounts, the loan numbers and the names of Exhibit E.the borrowers and the Lender Members participating in such loans.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) 5 days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated 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, Debt and all reports and related financial statements on Form 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viii) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viiiv) budgets, sales projections, operating plans and or other financial information Bank reasonably requested by Bankrequests; and (v) prompt notice of any material change in the composition of the Intellectual Property. It is agreed that Bank shall maintain confidential all non-public financial information delivered to Bank above in accordance with the confidentiality standards set forth in Section 12.8 hereof.
(b) (i) Within thirty 20 days after the last day of each month when any Borrowing Base Advances are outstanding; or (30ii) otherwise, immediately prior to the making of any Borrowing Base Advance, 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, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days after the last day of each month, Borrower will 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 in the financial covenants set forth in this Agreement.form of Exhibit D.
(d) Allow Bank has the right to audit Borrower’s 's Accounts and other Collateral (with results determined to be acceptable to Bank in accordance with the good faith business judgment of Bank) at Borrower’s 's expense. Without including , but the Initial Audit, such audits shall will be conducted no more often than once every twelve (12) 12 months unless an Event of Default has occurred and is continuing. The charge , provided that, in any event, such an audit (with results determined to be acceptable to Bank in accordance with the good faith business judgment of Bank) shall be conducted upon the earlier to occur of (i) the Borrower's request for each Revolving Advances under Section 2.1.1(a-1) of this Agreement when first made; or (ii) the date that is six (6) months from the date hereof; and, in any event, any such first audit shall not exceed Eight Hundred Fifty Dollars be promptly initiated and completed ($850.00with results satisfactory to Bank) (or such higher amount as shall represent Bank’s then-current standard charge for the same), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Auditmaking of any Revolving Advances under Section 2.1.1(a-2).
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Sources: Loan and Security Agreement (Dpac Technologies Corp)
Financial Statements, Reports, Certificates. (a) Deliver Borrower 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month certified by a Responsible Officer and during the period, in a form acceptable to BankBank and certified by a Responsible Officer; (ii) as soon as available, but no later than one hundred eighty (180) 120 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 KPMG LLP or another an independent certified public accounting firm acceptable to Bank in its reasonable discretionBank; (iii) or if Borrower is or becomes a public Company, then in lieu of the requirements in this Section 6.2(a)(i) and 6.2(a)(ii), within five (5) 5 days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (viv) as soon as availableprompt notice of any material change in the composition of the Intellectual Property, but no later than thirty (30) days after 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 last day value of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal yearIntellectual Property; and (viivi) budgets, sales projections, operating plans and or other financial information reasonably requested by BankBank requests.
(b) Within thirty (30) Prior to the initial Advance, and within 30 days after the last day of each month, Borrower will deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable (by invoice date)payable.
(c) Within thirty (30) Prior to the initial Advance, and within 30 days after the last day of each month, Borrower will 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 in the financial covenants set forth in this Agreement.form of Exhibit D.
(d) Allow Bank has the right to audit Borrower’s Collateral 's Accounts at Borrower’s 's expense. Without including , but the Initial Audit, such audits shall will be conducted no more often than prior to the initial Advance and once every twelve (12) 6 months thereafter 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. Deliver to Foothill: (a) Deliver to Bank: (i) as soon as available, but no later than thirty (30) in any event within 45 days after the last end of each month during each of Borrower's fiscal years, a Borrower prepared balance sheet, income statement, and statement of cash flow covering Borrower's operations during such period; and (b) (i) immediately, for the remaining period through July 15, 1998 and on or before the first day of each monthJuly, October, January and April thereafter commencing July 1, 1998, a company prepared consolidating balance sheet budget projection covering a period of thirteen (13) weeks ("13 Week Period") from each July 15, October 15, January 15 and income statement covering Borrower’s April 15 dates commencing July 15, 1998, ("Budget) created by Borrower and each of its Subsidiary’s consolidated operations for such month certified reviewed and confirmed by a Responsible Officer Argus Management or the financial and in a form management consultant engaged by Borrower who shall be acceptable to BankFoothill, showing by week during each week of the next 13 Week Period, the projected weekly receipts and projected weekly expenditures as of the end of each such week for the next 13 Week Period period and showing for the cash flow statement only, the weekly cumulative total of the prior four (4) weeks projected weekly receipts and projected weekly expenditures; and (ii) for each week beginning May 11, 1998 for the immediately preceding four (4) week period the actual receipts and actual disbursements as of the first day of each week during the immediately preceding four (4) week period; and (c) as soon as available, but no later than one hundred eighty (180) in any event within 90 days after the last day end of each of Borrower’s 's fiscal years, financial statements of Borrower for each such fiscal year, audited consolidated by independent certified public accountants reasonably acceptable to Foothill in the exercise of Foothill's reasonable commercial judgement and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default; and (d) on a weekly basis, commencing on May 11, 1998 and continuing on each Monday thereafter, a report created by Borrower and reviewed and confirmed by Argus Management or the financial and management consultant engaged by Borrower who shall be acceptable to Foothill, showing the actual receipts and expenditures, on a cumulative basis to the cumulative weekly projection of receipts and expenses referenced in (b) above for the immediately ended four (4) week period together with an explanation of any variances between the actual and budgeted numbers. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from KPMG LLP or another independent certified public accounting firm acceptable a consolidating basis so as to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports present Borrower and notices made available to Borrower’s security holders or to any holders of Subordinated 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 or a link thereto on Borrower’s or another website on the internet; (v) 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 thirty (30) days after the last day of Borrower’s fiscal yeareach such related entity separately, and contemporaneously with any updates thereto, board-approved projections and on a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bankconsolidated basis.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Sources: Loan and Security Agreement (Aid Auto Stores Inc /De/)
Financial Statements, Reports, Certificates. (a) Deliver 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) in the event that Borrower's stock becomes publicly held, within five (5) days of deliveryfiling, Borrower shall provide Bank copies of or electronic notice of links to all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (viv) as soon as availableprompt notice of any material change in the composition of the Intellectual Property, but no later than thirty or the registration of any Copyright (30) days after in accordance with Section 6.7), 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 last day value of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal yearIntellectual Property; and (viivi) budgets, sales projections, operating 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 a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date), along with a deferred revenue report, certified by a Responsible Officer.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank Bank, with the monthly financial 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.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.C.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver to Bank: (i13) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidating consolidated balance sheet and income statement covering Borrower’s Borrower and each of its Subsidiary’s consolidated operations for such month 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 one hundred eighty (180) 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 KPMG LLP or another independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii14) within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (v15) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (vi16) 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; (17) as soon as available, but no later than thirty (30) days after Board approval, annual financial projections for the last day of following fiscal year commensurate in form and substance with those provided to Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal yearventure capital investors; and (vii18) budgets, sales projections, operating plans and or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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 in the financial covenants set forth in this Agreement.form of Exhibit B.
(dc) Allow Bank to audit Borrower’s Collateral Collateral, including, but not limited to, Borrower’s Accounts 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. Without including the Initial Audit, such The foregoing inspections and audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred at Borrower’s expense, and is continuing. The the charge for each audit therefor shall not exceed be Eight Hundred Fifty Dollars ($850.00850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), per person per day, plus out of reasonable out-of-pocket expenses. Notwithstanding Borrower hereby acknowledges that the foregoingfirst such audit will be conducted within sixty (60) days after the execution of this Agreement. After the occurrence of an Event of Default, no Credit Extension Bank may be requested prior to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts 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 Initial Auditreasons for the delay.
(e) Within five Provide Bank with, as soon as available, but no later than thirty (530) days after the first day following each Reconciliation Period, an aged listing of each month, Borrower shall deliver to Bank a Lease Certificate, signed accounts receivable and accounts payable by a Responsible Officerinvoice date, in the form reasonably acceptable to Bank.
(f) Provide Bank with, as soon as available, but no later than November 30, 2010, Borrower’s 2011 fiscal year operating plan which has been approved by Borrower’s Board of Exhibit E.Directors;
(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.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) within five (5) 5 days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that reasonably likely could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viiv) budgets, sales projections, operating plans and 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 20 days (30or 30 days if no outstanding Advances exist and prior to an Advance if no outstanding Advances 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, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty (30) days after the last day of each month, Borrower will 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 in the financial covenants set forth in this Agreement.form of Exhibit D.
(d) Allow Bank to audit Borrower’s 's Collateral at Borrower’s 's expense. Without including the Initial Audit, such Such audits shall will be conducted no more often than once every twelve (12) months year 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty twenty (180120) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (viv) as soon as availableprompt notice of any material change in the composition of the Intellectual Property Collateral, but 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) Board-approved financial projections no later than thirty forty-five (3045) days after the last day of Borrower’s fiscal yearyear end, and contemporaneously immediately with respect to any amendments or updates thereto, board-approved projections and a budget for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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 in the financial covenants set forth in this Agreement.form of Exhibit B.
(dc) Allow Bank to audit Borrower’s Collateral Collateral, including, but not limited to, Borrower’s Accounts 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. Without including As set forth in Section 3.1, no Advance will occur until the completion of the Initial Audit. After the occurrence of an Event of Default, such Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower. The charge to Borrower for the foregoing inspections and audits shall be conducted 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) 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), per person per day, plus out of reasonable out-of-pocket expenses. Notwithstanding .
(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 foregoing, no Credit Extension may be requested prior to reasons for the Initial Auditdelay.
(e) Within five Provide Bank with, as soon as available, but no later than fifteen (515) days after the first day following each Reconciliation Period, an aged listing of each month, Borrower shall deliver to Bank a Lease Certificate, signed accounts receivable and accounts payable by a Responsible Officerinvoice date, in the 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) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a schedule of Exhibit E.Borrower’s unbilled accounts receivable, in form acceptable to Bank.
Appears in 1 contract
Sources: Loan and Security Agreement (Paradigm Holdings, Inc)
Financial Statements, Reports, Certificates. (a) 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its SubsidiaryCaliper’s consolidated (including each Borrower and any other Subsidiary of Caliper) operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty twenty (180120) days after the last day of BorrowerCaliper’s fiscal year, Caliper’s audited consolidated (including each Borrower and any other Subsidiary of Caliper) financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from KPMG LLP or another an independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; 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 or a link thereto on BorrowerCaliper’s or another website on the internetInternet; (v) 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 One Million Dollars ($250,000.001,000,000.00) or more; (vi) annually, Caliper’s consolidated (including each Borrower and any other Subsidiary of Caliper) annual operating budget, substantially as presented to the Board; (vii) as soon as available, but no later than thirty fifteen (3015) days after the last day of Borrower’s fiscal yeareach month, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal yearmonthly cash report; and (viiviii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each monthmonth in which the Borrower’s Unrestricted Cash is less than Twenty-Five Million Dollars ($25,000,000.00), and Advances are outstanding or an Advance request has been made, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).
(c) Within thirty forty-five (3045) days after the last day of each monthquarter, deliver to Bank with the monthly quarterly financial 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.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such 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. 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Sources: Loan and Security Agreement (Caliper Life Sciences Inc)
Financial Statements, Reports, Certificates. (a) Deliver Borrower will deliver to Bankeach Lender: (i) as soon as available, but no later than thirty (30) 45 days after the last day of each monthquarter, a company prepared consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the period, in a form and certified by a Responsible Officer and in a form acceptable to BankLenders; (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionAgent; (iii) within five (5) 5 days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viiv) budgets, sales projections, operating plans and or other financial information any Lender 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 Agent, for the ratable benefit of Lenders, or knowledge of an event that materially adversely affects the value of the Intellectual Property.
(b) Within thirty (30) 20 days after the last day of each month, Borrower will deliver to Bank each Lender a duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable (by invoice date)payable.
(c) Within thirty (30) 45 days after the last day of each monthquarter, Borrower will deliver to Bank each Lender with the monthly quarterly financial statements, statements a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with in the financial covenants set forth in this Agreement.form of Exhibit D.
(d) Allow Bank Agent has the right to audit Borrower’s 's Collateral at Borrower’s 's reasonable expense. Without including , but the Initial Audit, such audits shall will be conducted no more often than once every twelve (12) months year 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Sources: Loan and Security Agreement (Onyx Software Corp/Wa)
Financial Statements, Reports, Certificates. (a) Deliver to BankBorrower will: (i) deliver to Bank, as soon as available, but no later than thirty (30) days after the last day of each monthmonth that is not also the last month in the fiscal quarter of Borrower, a company prepared consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as availablemake available to Bank, but no later than one hundred eighty forty-five (18045) days after the last day of each of the first three fiscal quarters of Borrower's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied; (iii) make available to Bank, no later than ninety (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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iiiiv) deliver to Bank within five (5) days of deliveryfiling, copies notice of filing of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act Debt and 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 or a link thereto on Borrower’s or another website on the internetCommission; (v) 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 deliver to Borrower or any of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (vi) Bank, as soon as available, but no later than thirty (30) days after the last day of Borrower’s 's fiscal year, and contemporaneously with any updates thereto, board-approved projections and a company prepared operating budget for the subsequent fiscal year; (vi) deliver to Bank, 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 $100,000 or more; and (vii) deliver to Bank budgets, sales projections, operating plans and or other financial information Bank reasonably requested by Bankrequests; and (viii) deliver to Bank 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. The Bank agrees that the quarterly and annual financial statements described in clauses (ii) and (iii) above shall be deemed to have been made available hereunder when such financial statements are available to the Bank on the Securities and Exchange Commission's Electronic Data Gathering, Analysis and Retrieval system ("▇▇▇▇▇") or any successor system thereto.
(b) Within thirty (30) days after the last day of each month, Borrower will deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in the form of EXHIBIT C, with aged listings of accounts receivable and accounts payable (by invoice date)receivable.
(c) Within thirty (30) days after the last day of each month, Borrower will deliver to Bank with the monthly and quarterly financial statements, statements a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with in the financial covenants set forth in this Agreement.form of EXHIBIT D.
(d) Allow Bank to audit Borrower’s 's Company Collateral at Borrower’s 's expense. Without including the Initial Audit, such Such audits shall will be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (i) as soon as availableno later than thirty(30) days after the last day of each quarter, but and if there are Advances outstanding then no later than thirty (30) days after the last day of each month, a company prepared consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty and twenty (180120) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated 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, and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000.00) or more; (vi) as soon as available, but no later than thirty (30) days after in the last day of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal yearaggregate; and (viiv) budgets, sales projections, operating plans and 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 duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in the form of EXHIBIT B, with aged listings of accounts receivable and accounts payable (by invoice date)): (i) within twenty-five (25) days of the last day of each month in which Advances were outstanding, and (ii) within twenty-five (25) days of the last day of each quarter.
(c) Within thirty (30) days after the last day of each monthquarter, Borrower shall deliver to Bank with the monthly quarterly financial statements, statements a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with in the financial covenants set forth in this Agreement.form of EXHIBIT C.
(d) Allow In the event that Advances are outstanding, allow Bank to audit Borrower’s Collateral 's accounts at Borrower’s 's expense. Without including the Initial Audit, such Such audits shall be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
next such audit of the Borrower's Account shall occur on or before sixty (e) Within five (560) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in initial Advance under this Agreement (the form of Exhibit E."Initial Audit").
Appears in 1 contract
Sources: Loan Agreement (Moldflow Corp)
Financial Statements, Reports, Certificates. (a) 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s Borrowers’ consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty ninety (18090) days after the last day of each Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from KPMG LLP or another an independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to any Borrower’s security holders or to any holders of Subordinated Debt; Debt (iv) in the event that any 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, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on such Borrower’s or another website on the internetInternet; (viv) a prompt report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could result in damages or costs to any Borrower or any of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00250,000) or more; (viv) as soon as available, but no later than thirty (30) days after prompt notice of an event that materially and adversely affects the last day value of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal yearintellectual property; and (viivi) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (30) 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).
(c) Within thirty (30) days after the last day of each month, deliver to Bank with the monthly financial 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.
(d) Allow Bank to audit each Borrower’s Collateral at Borrower’s Borrowers’ expense. Without including the Initial Audit, such Such audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. The charge for each initial audit shall not exceed Eight Hundred Fifty Dollars ($850.00) (or such higher amount as shall represent Bank’s then-current standard charge for be conducted within 30 days of the same), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial AuditEffective Date.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month certified by a Responsible Officer and during the period, in a form acceptable to BankBank and certified by a Responsible Officer; provided, however, that with respect to the last month of each fiscal -------- ------- quarter, the time within which Borrower shall provide the foregoing financial information shall be governed by subclause (iii) hereof: (ii) as soon as available, but no later than one hundred eighty (180) 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 KPMG LLP or another independent certified public accounting firm acceptable to Bank in its reasonable discretion[Reserved]; (iii) within five (5) 5 days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website Commission, including without limitation audited annual consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the internetfinancial statements from an independent certified public accounting firm acceptable to Bank; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (viv) as soon as availableprompt notice of any material change in the composition of the Intellectual Property, but no later than thirty (30) days after 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 last day value of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal yearIntellectual Property; and (viivi) budgets, sales projections, operating plans and or other financial information reasonably requested by BankBank requests.
(b) Within thirty (30) 20 days after the last day of each month, Borrower will deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable (by invoice date)payable.
(c) Within thirty (30) 30 days after the last day of each month, Borrower will 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 in the financial covenants set forth in this Agreement.form of Exhibit D.
(d) Allow Bank has the right to audit Borrower’s Collateral 's Accounts at Borrower’s 's expense. Without including , but the Initial Audit, such audits shall will be conducted no more often than once every twelve (12) 6 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty twenty (180120) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viiv) budgets, sales projections, operating plans and 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 Schedule of Borrower or knowledge of an event that materially adversely affects the value of the Intellectual Property.
(b) Within thirty (30) days after the last day of each month, Borrower will deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with an aged listings of accounts receivable and accounts payable (by invoice date)date certified by a Responsible Officer and in a form acceptable to Bank.
(c) Within thirty (30) days after the last day of each monthmonth and one hundred twenty (120) days after the last day of Borrower's fiscal year, Borrower will deliver to Bank with the monthly or annual financial statements, statements a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with in the financial covenants set forth in this Agreement.form of Exhibit B.
(d) Allow Bank to audit Borrower’s 's Collateral at Borrower’s 's expense. Without including the Initial Audit, such Such audits shall will be conducted no more often than once every twelve (12) months annually 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the 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 one hundred eighty twenty (180120) 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 KPMG LLP ▇▇▇▇▇▇▇▇ or another independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) within five (5) 5 days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated 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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 500,000 or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viiv) budgets, sales projections, operating plans and 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 after the last day of each month, or within thirty (30) days after the last day of each quarter if no Obligations are outstanding, Borrower will deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable (by invoice date)payable.
(c) Within thirty (30) days after the last day of each month, or within thirty (30) days after the last day of each quarter if no Obligations are outstanding, Borrower will 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 in the financial covenants set forth in this Agreement.form of Exhibit D.
(d) Allow Bank has the right to audit Borrower’s 's Collateral at Borrower’s 's expense, during normal business hours, upon prior notice, and without unreasonable interference in Borrower's business. Without including the Initial Audit, such The audits shall will be conducted no more often than once every twelve (12) months unless each year if no Advance has been made, and no more often than twice each year if an Advance has been made, provided that there shall be no limit on the frequency of audits if 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to BankLenders; (ii) as soon as available, but no later than one hundred eighty twenty (180120) 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 KPMG LLP or another an independent certified public accounting firm acceptable to Bank Lenders in its their reasonable discretion; (iii) as soon as available, but in any event before the end of each fiscal year of Borrower, Borrower’s financial projections for its next fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; , (ivv) 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 or a link thereto on Borrower’s or another website on the internetInternet; (vvi) 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 ($250,000.00250,000) or more; (vivii) as soon as available, but no later than thirty (30) days after prompt notice of any event that materially and adversely affects the last day value of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the subsequent fiscal yearintellectual property; and (viiviii) budgets, sales projections, operating plans and other financial information reasonably requested by BankLenders.
(b) Within thirty twenty (3020) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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 Lender with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth Officer, which shall include, without limitation, calculations showing compliance with the financial covenants set forth in this Agreement.
(dc) Allow Bank Deliver to audit Borrower’s Collateral at Borrower’s expense. Without including each Lender the Initial Audititems required, such audits shall be conducted 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 by the same)times specified, per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior pursuant to the Initial AuditSchedule 2 hereto.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty fifty (180150) 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 KPMG LLP or another an independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 or a link thereto on Borrower’s 's or another website on the internetInternet; (viv) 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 One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viiv) budgets, sales projections, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with 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, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement.
(d) Allow Bank to audit Borrower’s Collateral 's collateral at Borrower’s 's expense. Without including the Initial Audit, such Such audits shall be conducted no more often than once every twelve six (126) 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 for each audit therefor shall not exceed Eight Hundred Fifty Dollars (be $850.00) (or such higher amount as shall represent Bank’s then-current standard charge for the same), 750 per person per day, plus out of reasonable out-of-pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower 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 Borrower prepared consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month certified by a Responsible Officer and during the period, in a form acceptable to BankBank and certified by a Responsible Officer; (ii) beginning with fiscal year 2001, as soon as available, but no later than one hundred eighty twenty (180120) 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 KPMG LLP or another an independent certified public accounting firm acceptable to Bank in its reasonable discretionBank; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 or a link thereto on Borrower’s or another website on the internet; (v) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viiiv) budgets, sales projections, operating plans and or other financial information reasonably requested by Bank.
(b) Bank requests. Within thirty (30) days after the last day of each month, Borrower will deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in the form of EXHIBIT C, with aged listings of accounts receivable and accounts payable (by invoice date).
(c) receivable. Within thirty (30) days after the last day of each month, Borrower will 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 in the financial covenants set forth in this Agreement.
(d) Allow form of EXHIBIT D. Bank has the right to audit Borrower’s Collateral 's Accounts at Borrower’s expense. Without including 's expense not to exceed $5,000 per audit, but the Initial Audit, such audits shall will be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Sources: Loan and Security Agreement (Synchronoss Technologies Inc)
Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender:
(a) Deliver to Bank: (i) as soon as available, but no later than thirty in any event within forty-five (3045) days after the last day end of each month, Fiscal Month during each of Parent’s Fiscal Years,
(1) a company prepared consolidating consolidated balance sheet sheet, income statement, and income statement of cash flow covering BorrowerParent’s and each its Subsidiaries’ operations during such period, together with, in comparison form, the figures for the corresponding month end and year to date periods of the previous Fiscal Year and the figures set forth in the Projections delivered on or before the Effective Date or pursuant to Section 6.3(c) hereof,
(2) a certificate signed by the chief financial officer, chief accounting officer, vice president or treasurer of Parent to the effect that:
(A) the financial statements delivered hereunder have been prepared in all material respects in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of Parent and its Subsidiary’s consolidated operations for Subsidiaries, and
(B) there does not exist any condition or event that constitutes a Default or Event of Default (or, to the extent of any non-compliance, describing such month certified by a Responsible Officer non-compliance as to which he or she may have knowledge and in a form acceptable what action the Loan Parties have taken, are taking, or propose to Bank; take with respect thereto),
(iib) as soon as available, but no later than one hundred eighty in any event within ninety (18090) days after the last day end of Borrowereach of Parent’s fiscal yearFiscal Years, audited consolidated financial statements prepared under GAAPof Parent and its Subsidiaries for each such Fiscal Year, consistently applied, together with an unqualified opinion on the financial statements from KPMG LLP or another audited by independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days accountants of deliveryrecognized national standing and certified, copies of all statements, reports and notices made available to Borrower’s security holders or without being subject to any holders of Subordinated Debt; (iv) in the event that Borrower becomes subject “going concern” or like qualification or exception or any qualification or exception as to the reporting requirements under the Securities Exchange Act scope of 1934such audit, as amendedby such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, within five income statement, and statement of cash flow and, if prepared, any letter to management from such accountants),
(5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (v) 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; (vic) as soon as available, but no later than thirty in any event within sixty (3060) days after the last day end of Borrowereach of Parent’s fiscal yearFiscal Years, copies of Parent’s Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, in its Permitted Discretion, for the forthcoming Fiscal Year, on a Fiscal Month by month basis, and contemporaneously with any updates theretothe two subsequent Fiscal Years, board-approved projections and a budget for certified by the subsequent fiscal year; and (vii) budgetschief financial officer, sales projectionschief accounting officer, operating plans and other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day vice president or treasurer of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings Parent as being such officer’s good faith reasonable estimate 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, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement.performance of Parent and its Subsidiaries during the period covered thereby, it being understood that such Projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any Projections may differ from the projected results and no assurance can be given that the Projections will be realized,
(d) Allow Bank if and when filed by any Loan Party,
(1) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports,
(2) any other filings made by any Loan Party with the SEC,
(3) upon request by Agent, in its Permitted Discretion, copies of any Loan Party’s federal income tax returns, and any amendments thereto, filed with the IRS, and
(4) any other information that is provided by Parent to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Auditits stockholders generally, such audits (provided that, for purposes of this clause (d), any information to be delivered hereunder shall be conducted no more often than once every twelve (12) months unless an Event deemed to have been delivered when posted on the such Loan Party’s website or otherwise made available on the website 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 sameSEC), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five as soon as a Loan Party has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof together with a reasonably detailed description thereof and a statement of the curative action that such Loan Party proposes to take with respect thereto,
(5f) days promptly after the first day commencement thereof, but in any event within ten (10) Business Days after the service of each monthprocess with respect thereto on any Loan Party, Borrower notice of all actions, suits, or proceedings brought by or against such Loan Party before any Governmental Authority which could reasonably be expected to result in a Material Adverse Change, and
(g) upon the request of Agent in its Permitted Discretion, any other report reasonably requested relating to the financial condition of any Loan Party. Parent agrees to cooperate with Agent to allow Agent to consult with its independent certified public accountants if Agent reasonably requests the right to do so (and Agent shall deliver notify Parent as to Bank a Lease Certificate, signed by a Responsible Officerthe timing of such consultation and permit Parent to be present thereat or to otherwise participate therein) and that, in the form of Exhibit E.such connection, their independent certified public accountants are authorized to communicate with Agent and to release to Agent whatever financial information concerning Loan Parties or their Subsidiaries that Agent reasonably may request.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver 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 consolidating consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion Opinion on the financial statements from KPMG LLP Ernst & Young or another independent certified public accounting firm acceptable to Bank in its reasonable discretionof national standing; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of delivery, filing. Borrower will provide to Bank 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; (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, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000.00) or more; (viv) as soon as availableprompt notice of any material change in the composition of the Intellectual Property, but no later than thirty (30) days after or the last day registration of Borrower’s fiscal yearany copyright, and contemporaneously with including any updates theretosubsequent ownership right of Borrower in or to any Copyright, board-approved projections and a budget for Patent or Trademark not shown in the subsequent fiscal yearIP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (viivi) budgets, sales projections, operating plans and or other financial information reasonably requested by Bank.
(b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (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, statements a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with in the financial covenants set forth in 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. Borrower hereby acknowledges that the first such audit will be conducted within ninety (90) days after the execution of this Agreement. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.
(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Without including the Initial Audit, such audits shall be conducted 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 Upon Bank’s then-current standard charge 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 same), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Auditdelay.
(e) Within five Provide Bank with, as soon as available, but no later than thirty (530) days after the first day following each Reconciliation Period, an aged listing of each month, Borrower shall deliver to Bank a Lease Certificate, signed accounts receivable and accounts payable by a Responsible Officerinvoice 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) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, an aged listing of inventory, in form acceptable to the Bank.
(h) Provide Bank with, as soon as available, but no later than sixty (60) days following the fiscal year end, Board of Directors approved financial projections, in form of Exhibit E.reasonably acceptable to Bank.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Deliver Borrower 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 consolidated and consolidating financial statements, consisting of balance sheet sheets, income statements and income statement statements of cash flows covering Borrower’s and each of its Subsidiary’s 's consolidated operations for such month during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty twenty (180120) 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 KPMG LLP or another an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretionBank; (iii) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower within five ninety (590) days after the end of delivery, copies each fiscal year of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated 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 or a link thereto on Borrower’s or another website on the internet; (v) a prompt report of any legal actions action pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) 250,000 or more; (vi) 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 thereto, board-approved projections and a budget for the subsequent fiscal year; and (viiv) budgets, sales projections, operating plans and 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 after the last day of each month, Borrower will deliver to Bank (i) a duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer in the form of Exhibit C, with (ii) an aged listings listing of accounts receivable --------- and (iii) an aged listing of accounts payable (by invoice date)payable.
(c) Within thirty (30) days after the last day of each month, Borrower will 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 in the financial covenants set forth form of Exhibit D. ---------
(d) Within thirty (30) days after the last day of each month, Borrower will deliver to Bank a listing of all offices or businesses opened by Borrower since the delivery of the last such listing (or since the date hereof, if no prior listing has been provided); provided, however, that Borrower shall not be -------- ------- required to list any office of business location which has assets of less than $25,000 until a Responsible Officer has knowledge of such new office or business location; provided, further that the value of the assets located in this Agreementall such -------- ------- unreported office or business locations does not exceed $75,000 in the aggregate.
(de) Allow Bank to audit Borrower’s 's Collateral at Borrower’s 's expense. Without including the Initial Audit, such Such audits shall will be conducted 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), per person per day, plus out of pocket expenses. Notwithstanding the foregoing, no Credit Extension may be requested prior to the Initial Audit.
(e) Within five (5) days after the first day of each month, Borrower shall deliver to Bank a Lease Certificate, signed by a Responsible Officer, in the form of Exhibit E.
Appears in 1 contract
Sources: Loan and Security Agreement (Concurrent Computer Corp/De)