TO SUCH
DATE SHALL BE AT THE SOLE DISCRETION OF BANK.
16.
CONDITIONS PRECEDENT.
BANK'S OBLIGATIONS
HEREUNDER ARE CONTINGENT UPON RECEIPT BY BANK OF THE FOLLOWING, EACH OF WHICH
SHALL BE IN FORM AND CONTENT SATISFACTORY TO BANK:
(A)
PROMISSORY NOTES.
A FULLY EXECUTED AMENDED
AND RESTATED PROMISSORY NOTE IN THE FACE AMOUNT OF ELEVEN MILLION DOLLARS
($11,000,000.00) ("SECOND A/R NOTE") AND A FULLY EXECUTED TERM NOTE C.
(B)
CERTIFICATES AND RESOLUTIONS. AN OFFICER'S
CERTIFICATE OF EACH BORROWER CERTIFYING (I) THE AUTHORIZING RESOLUTION OF THE
BOARD OF DIRECTORS, MEMBERS OR MANAGERS, AS APPLICABLE, OF EACH BORROWER TO
EXECUTE AND PERFORM THE TERMS AND CONDITIONS OF THIS AMENDMENT AND EACH OF THE
DOCUMENTS EXECUTION IN CONNECTION HEREWITH, (II) THE INCUMBENCY OF THE OFFICERS,
BOARD MEMBERS, MEMBERS OR MANAGERS, AS APPLICABLE, OF SUCH BORROWER, AND (III)
THAT EXCEPT AS PROVIDED FOR THEREIN, THERE HAS BEEN NO CHANGE IN THE FORMATION
AND GOVERNING DOCUMENTS OF SUCH BORROWER SINCE THE DELIVERY OF COPIES OF SUCH
DOCUMENTS TO BANK ON AUGUST 25, 2006, WITH RESPECT TO OPTASIA AND EMBEDDED, AND
NOVEMBER 29, 2006, WITH RESPECT TO INFOLOGIX.
IF THERE HAS BEEN A CHANGE IN THE
FORMATION AND/OR GOVERNING DOCUMENTS OF ANY BORROWER, A COPY OF SUCH FORMATION
AND/OR GOVERNING DOCUMENT (ALONG WITH ALL AMENDMENTS AND MODIFICATIONS THERETO)
SHALL BE DELIVERED TO BANK ALONG WITH A CERTIFICATION FROM THE APPLICABLE
BORROWER THAT SUCH DOCUMENT IS A TRUE AND CORRECT COPY OF THE FORMATION AND/OR
COVERING DOCUMENT THROUGH THE DATE OF SUCH CERTIFICATE.
(C)
GOOD STANDING CERTIFICATES.
A GOOD
STANDING CERTIFICATE FROM THE STATE OF INCORPORATION OF EACH BORROWER CERTIFYING
TO THE GOOD STANDING AND STATUS OF SUCH BORROWER, GOOD STANDING/FOREIGN
QUALIFICATION CERTIFICATES FROM ALL OTHER JURISDICTIONS IN WHICH ANY BORROWER IS
REQUIRED TO BE QUALIFIED TO DO BUSINESS.
(D)
ACQUISITION DOCUMENTS.
COPIES OF ALL ITEMS
REQUIRED TO BE DELIVERED TO BANK PURSUANT TO SECTION 10 OF THE FIRST AMENDMENT
IN CONNECTION WITH THE ACQUISITION OF SUBSTANTIALLY ALL OF THE ASSETS OF
HEALTHCARE INFORMATICS ASSOCIATES, INC. (THE "PROPOSED ACQUISITION"), INCLUDING,
WITHOUT LIMITATION (I) COPIES OF ALL DOCUMENTS, INCLUDING ALL RELATED SCHEDULES
AND EXHIBITS, EXECUTED AND/OR DELIVERED IN CONNECTION WITH THE PROPOSED
ACQUISITION; (II) INTERIM FINANCIAL STATEMENTS OF HEALTHCARE INFORMATICS
ASSOCIATES, INC. PREPARED ON A CASH BASIS FOR THE PERIOD ENDED SEPTEMBER 28,
2007 ALONG WITH A CERTIFICATION BY JAY ROBERTS THAT SUCH STATEMENTS ARE
MATERIALLY CORRECT AND COMPLETE AND (III) A SUBORDINATION AGREEMENT REGARDING,
INTER ALIA, THE PORTION OF THE ACQUISITION CONSIDERATION REPRESENTED BY A
PROMISSORY NOTE ISSUED BY BORROWER TO HEALTHCARE INFORMATICS ASSOCIATES, INC.
AND/OR TO BE PAID AFTER THE CLOSING DATE UNDER THE ACQUISITION DOCUMENTS (THE
"SELLER SUBORDINATION AGREEMENT").
8
17.
POST-CLOSING CONDITIONS.
BORROWER SHALL
DELIVER TO BANK THE FOLLOWING, WITHIN THE TIME PERIODS PROVIDED FOR BELOW, EACH
OF WHICH SHALL BE IN FORM AND CONTENT SATISFACTORY TO BANK:
(A)
ON OR PRIOR TO OCTOBER 15, 2007, AUDITED
FINANCIAL STATEMENTS OF HEALTHCARE INFORMATICS ASSOCIATES, INC. FOR THE FISCAL
YEAR ENDED 2004, 2005 AND 2006.
(B)
ON OR PRIOR TO OCTOBER 31, EITHER (I) A