Loan Documents are, collectively, this Agreement and any schedules, exhibits, certificates, notices, and any other documents related to this Agreement, the Warrants, the IP Agreements, any Bank Services Agreement, any subordination agreement, any note, or notes or guaranties executed by a Co-Borrower or any Guarantor, and any other present or future agreement by a Co-Borrower and/or any Guarantor with or for the benefit of Bank, all as amended, restated, or otherwise modified, but specifically excluding the Senior Loan Documents.
Material Adverse Change is (a) a material impairment in the perfection or priority of Banks Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations, or condition (financial or otherwise) of Co-Borrowers; or (c) a material impairment of the prospect of repayment of any portion of the Obligations.
Monthly Financial Statements is defined in Section 6.2(b).
Obligations are Co-Borrowers obligations to pay when due any debts, principal, interest, fees, Bank Expenses, the Commitment Fee, the Final Payment, the Prepayment Fee and other amounts Co-Borrowers owe Bank now or later, whether under this Agreement, the other Loan Documents (other than the Warrant or any other equity interest in a Co-Borrower), or otherwise, including, without limitation, all obligations relating to Bank Services and interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Co-Borrowers assigned to Bank, and to perform Co-Borrowers duties under the Loan Documents (other than the Warrant or any other equity interest in a Co-Borrower). Notwithstanding anything in this Agreement, the term Obligations shall not include any obligations of Co-Borrowers under the Senior Loan Documents.
Offsite Collateral means laptops, mobile phones and other similar portable equipment in the possession of employees in the ordinary course of business.
Operating Documents are, for any Person, such Persons formation documents, as certified by the Secretary of State (or equivalent agency) of such Persons jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.
Other Connection Taxes means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Credit Extension or Loan Document).
Other Taxes means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.
Patents means all patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.
Payment Date is the first (1st) calendar day of each month.
Perfection Certificate is defined in Section 5.1.
Permitted Acquisition means any acquisition by Co-Borrowers (whether by merger, equity purchase, or otherwise) of all or substantially all of the assets of, the equity interests of, or a business line or unit or division of, any Person (the Target), consisting of a single transaction or a series of related transactions (an Acquisition), provided that: (i) Target is a company or companies organized under the laws of the United States or any state or territory thereof or the District of Columbia; (ii) Target is engaged in a similar line of business as Co-Borrowers