Systems Corporation Sample Clauses

Systems Corporation. By: ----------------------------------------- Jeffxxx X. Xxxxxxxx President and Chief Executive Officer -------------------------------------------- Jeffxxx X. Xxxxxxxx, xx his individual capacity but only as to Section 7.4, Section 9 and Section 10 of this Agreement THE PURCHASERS SIGNATURES ARE ON THE ATTACHED PURCHASER SIGNATURE PAGES. SIGNATURE PAGE TO SERIES B PREFERRED STOCK PURCHASE AGREEMENT Please indicate the number of Series B Shares which you would like to purchase. -----------
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Systems Corporation. ARTICLE II. The address of the registered office of the corporation in the State of Delaware is Corporation Trust Center, 1209 Xxxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxx xx New Castle, and the name of its registered agent at that address is The Corporation Trust Company.
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Systems Corporation. By ---------------------------------- Name: -------------------------------- Title: ------------------------------- MILLIPORE CORPORATION EXHIBIT A Secured Promissory Not See Attached SECURED PROMISSORY NOTE July 26, 1994 ($850,000) Bedford, Massachusetts The undersigned, B.I. SYSTEMS CORPORATION, a Delaware corporation ("B.I. SYSTEMS") referred to herein as the "Debtor" hereby promises to pay to the order of MILLIPORE CORPORATION, a Massachusetts corporation, its assigns or successors ("MILLIPORE"), on July 31, 1999, the principal amount of Eight Hundred, Fifty Thousand Dollars ($850,000) or such portion thereof as then remains unpaid, with interest from July 31, 1994 on the principal amount remaining from time to time unpaid, at the rate of 8.50% per annum and at the rate of 10.50% per annum (so far as the same may be legally enforceable) on all overdue payments of principal (including any overdue partial prepayment) and installments of interest. Interest (other than overdue interest as described in the preceding sentence, which shall be payable upon demand) shall be payable in arrears on the earlier of (i) the stated or accelerated maturity of this Note and (ii) the last day of June and December in each year, commencing on December 31, 1994 (each an "Interest Payment Date"). Principal and interest shall be payable in lawful money of the United States of America and shall be paid by wire transfer of federal funds to the account designated by the holder of this Note. Whenever any payment of principal or interest to be made hereunder shall become due on a Saturday, Sunday or legal holiday under the laws of The Commonwealth of Massachusetts, such payment shall be made on the succeeding business day and such extension of time shall be included in computing interest in connection with such payment; provided, however, that in the event there is a payment default by the Debtor occurring with respect to its bank indebtedness, the Debtor shall not be required to pay interest on any Interest Payment Date until such time as the payment default has either been cured by the Debtor or waived by the bank, at which time the Debtor shall immediately pay all such overdue interest. This Note shall be governed by and construed in accordance with the laws (other than the conflict of law rules) of the Commonwealth of Massachusetts. The Debtor and all endorsers or guarantors of this Note hereby waive presentment, demand, notice of nonpayment and protest.
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Systems Corporation. BY: ----------------------------------- TITLE: -------------------------------- EXHIBIT B Security Agreement See Attached EXHIBIT A-2 SECURITY AGREEMENT This Agreement (this "Agreement" or "Security Agreement") is made this 26th day of July, 1994 among B.I. SYSTEMS CORPORATION, a Delaware corporation ("BIO IMAGE") referred to herein as "DEBTOR" AND MILLIPORE CORPORATION, a Massachusetts corporation (the "Secured Party"). In order to induce the Secured Party to accept the execution and delivery by the Debtor of its Secured Promissory Note dated July __, 1994 in the original principal amount of Eight Hundred Fifty Thousand Dollars ($850,000) (as from time to time amended) (referred to herein as the "Note") in partial consideration for the assets being transferred by the Secured Party to the Debtor pursuant to the Agreement of Purchase and Sale dated as of July__, 1994 (the "Purchase and Sale Agreement") between the Secured Party and the Debtor, the Debtor hereby agrees with the Secured Party, as follows:
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Systems Corporation. By --------------------------- Title: ----------------------- MILLIPORE CORPORATION By --------------------------- Title: ----------------------- EXHIBIT C Amended and Restated Certificate of Incorporation See Attached
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Systems Corporation. By: ------------------------------------- Name:_______________________________ Title: ____________________________ SUBLESSEE: Progressive Insurance, Inc. By: -------------------------------------- Name:_______________________________ Title:______________________________ By and through its signature contained below, Landlord hereby consents to this Sublease and agrees to be bound by the terms, conditions and covenants contained herein as such relate to the Landlord LANDLORD: Reckson Associates By:_________________________________ Name:_______________________________ Title:______________________________ EXHIBITS TO SUBLEASE Subleased Premises Exhibit A Lease Exhibit B EXHIBIT A SUBLEASED PREMISES EXHIBIT B
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Systems Corporation. Income Statement For All Locations For the period November 1, 1997 to November 30, 1997 Current Period Current Period Current Period YTD YTD YTD Actual Budget Variance Actual Budget Variance Sales $170,590.48 $502,400.00 ($331,809.52) $855,965.79 $1,337,500.00 481 Cost of Sales 78,061.25 176,735.00 (96,673.75) 243,563.76 418,031.00 (174 Gross Margin $92,529.23 $325,665.00 ($233,135.77) $612,402.03 $919,469.00 $207 Direct Expenses: Administration $44,084.79 $62.375.00 ($18,290.21) $164,038.92 $209,926.00 (545 Finance & Accounting 19,748.06 7,132.00 12,616.06 53,256.70 42,528.00 10 Software Development 26,732.28 32,231.00 (5,498.72) 110,624.13 140,974.00 (30 Marketing 41,376.36 38,221.00 3,156.36 174,589.13 221,503.00 (46 Engineering 25,430.72 27,400.00 (1,969.28) 98,161.01 116,936.00 (18 North America 61,487.49 66,066.00 (6,578.51) 197,618.07 227,502.00 (29 Europe 5,274.07 .00 5,274.07 64,343.20 58,897.00 Rest of world 7,057.69 15,877.00 (8,819.31) 35,616.23 49,503.00 Japan 36,205.18 34,900.00 1,305.18 128,876.18 135,200.00 --------------- --------------- --------------- --------------- --------------- ------- Total Allocated Direct Expense $267,396.64 $286,202.00 ($18,805.36) $1,027,123.57 $1,202,969.00 ($l75, --------------- --------------- --------------- --------------- --------------- ------- ($174,867.41) $39,463.00 ($214,330.41) ($414,721.54) ($283,500.00) (3,132, Depreciation/Amortization (13,428.11) 15,040.00 (28,468.11) 56,483.98 60,160.00 (3, --------------- --------------- --------------- --------------- --------------- ------- Total Depr. & Amort. ($13,428.11) $15,040.00 ($28,468.11) $56,483.98 $60,160.00 ($3, --------------- --------------- --------------- --------------- --------------- ------- EBIT ($161,439.30) $24,423.00 ($185,862.30) ($471,205.52) ($343,560.00) $127, Other (Income) / Expense: Other (Income) / Expense $3.854.36 ($1,300.00) $5,154.36 ($9,222.48) ($5,200.00) ($4, --------------- --------------- --------------- --------------- --------------- ------- Net Other (Income) / Expense $3,854.36 ($1,300.00) $5,154.36 ($9,222.48) ($5,200.00) ($4, --------------- --------------- --------------- --------------- --------------- ------- Pretax Income ($165,293.66) $25,723.0O ($19l,016.66) ($461,983.04) ($338,460.00) ($123, --------------- --------------- --------------- --------------- --------------- ------- Net Income ($165,293.66) $25,723.00 ($191,016.66) ($461,983.04) ($338,460.00) ($123, =============== =============== =============...
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Related to Systems Corporation

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  • General Management In the discharge of its general duty to manage the successful performance of the Services, Vendor shall:

  • Relationship Management LAUSD expects Contractors and their Representatives to ensure that their business dealings with and/or on behalf of LAUSD are conducted in a manner that is above reproach.

  • Corporation, etc The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

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