Representations and Warranties Section 3. .1. The Borrower and the Collateral Manager hereby represent and warrant to the Administrative Agent and the Lenders that, as of the date first written above and after giving effect to this Amendment, (i) no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties of the Borrower and the Collateral Manager contained in the Loan and Security Agreement are true and correct in all material respects on and as of such day (other than any representation and warranty that is made as of a specific date). ARTICLE IV
Representations and Warranties Section 3. 2 of the Agreement is hereby renamed as Section 3.2(a) and Section 3.2(b) of the Agreement is added as follows:
Representations and Warranties Section 3. 1 Validity of Security Agreement; Consents Section 3.2 Title to Collateral Section 3.3 Validity, Perfection and Priority of Security Interests. Section 3.4 Enforceability of Receivables and Other Intangibles Section 3.5 Place of Business; Location of Collateral Section 3.6 Patents and Trademarks ARTICLE IV COVENANTS Section 4.1 Perfection of Security Interests Section 4.2
Representations and Warranties Section 3. 1. Representations and Warranties of the Company (a) Organization and Standing: Certificate and By-Laws (b) Corporate Power (c) Authorization (d) Capitalization (e) Governmental Consent, etc. (f) Offering (g) Brokers or Finders Section 3.2. Representations and Warranties of Purchaser (a) Investment Intent (b) Accredited Investor
Representations and Warranties Section 3. 1) Foreign Benefit Plans (Section 3.1(s)) Benefit pension plan sponsored by Pacific Biosciences UK Ltd., currently administered by Scottish Widows PLC Subsidiaries (Section 3.1(t)) Pacific Biosciences International LLC [including Taiwan Registered Office] Pacific Biosciences UK Ltd. Pacific Biosciences Germany GmbH Pacific Biosciences Canada Limited PacBio Singapore PTE. Limited Pacific Biosciences Japan GK Exhibit A FOR PURPOSES OF SECTION 1272, 1273 AND 1275 OF THE CODE, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. BORROWER WILL PROVIDE PROMPTLY TO ANY LENDER, UPON WRITTEN REQUEST, THE ISSUE DATE, ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, AND YIELD TO MATURITY WITH RESPECT TO SUCH LENDER’S NOTE. ANY SUCH WRITTEN REQUEST SHOULD BE MADE TO PACIFIC BIOSCIENCES OF CALIFORNIA, INC., 0000 XXXXXX XXXX, XXXXX XXXX, XX 00000, ATTENTION: [TITLE ONLY]. PROMISSORY NOTE February 2013 FOR VALUE RECEIVED, Pacific Biosciences of California, Inc., a Delaware corporation (the “Maker”), by means of this Promissory Note (this “Note”), hereby unconditionally promises to [ ] (the “Payee”), a principal amount equal to [ ], in lawful money of the United States of America and in immediately available funds, on the dates provided in the Facility Agreement. This Note is a “Note” referred to in the Facility Agreement dated as of February [ ], 2013 between the Maker, the Payee and the other parties thereto (as amended, restated, modified and supplemented and in effect from time to time, the “Facility Agreement”), with respect to the Loan made by the Payee thereunder. Capitalized terms used herein and not expressly defined in this Note shall have the respective meanings assigned to them in the Facility Agreement. This Note shall bear interest on the principal amount hereof pursuant to the provisions of the Facility Agreement. The Maker shall make all payments to the Payee of interest and principal under this Note in the manner provided in and otherwise in accordance with the Facility Agreement. The outstanding principal amount of this Note shall be due and payable in full on the Maturity Date. If default (beyond any applicable grace period) is made in the punctual payment of principal or any other amount under this Note in accordance with the Facility Agreement, or if any other Event of Default has occurred and is continuing, this Note shall, at the Payee’s option exercised at any time upon or after the occurrence and during the continuance of any such payment defaul...
Representations and Warranties Section 3
