{"id":41020,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/financing-agreement-medscape-inc-and-scp-communications-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"financing-agreement-medscape-inc-and-scp-communications-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/financing-agreement-medscape-inc-and-scp-communications-inc.html","title":{"rendered":"Financing Agreement &#8211; Medscape Inc. and SCP Communications Inc."},"content":{"rendered":"<pre>\n            FINANCING AGREEMENT (the \"Agreement\") dated as of April 1, 1996\nbetween SCP COMMUNICATIONS, INC., a Delaware corporation (\"SCP\") and MEDSCAPE,\nINC. (\"Medscape\").\n\n            For good and valuable consideration, the receipt and legal\nsufficiency of which are hereby expressly acknowledged, the parties hereto agree\nas follows:\n\n            1. Financing. From time to time during the term of this Agreement\nand upon the request of Medscape, SCP shall advance funds to Medscape to assist\nMedscape in promoting and furthering the its business; provided that the\nprincipal balance of the financing pursuant to this Section 1 outstanding at any\ntime shall not exceed $1,000,000. Advances pursuant to this Section 1 shall be\nrepayable on demand and bear interest payable quarterly on the first of each\nJanuary, April, July and October at an annual rate equal to the rate SCP pays\nfrom time to time under its credit agreement with Chemical Bank plus 2\npercentage points, but in no event less than 10% per annum. Medscape agrees to\nexecute such documentation, including one or more promissory notes, as SCP may\nreasonably request to evidence the financing hereunder.\n\n            2. Term and Termination.\n\n            A. Except as provided in Section 2(B) hereof, the term of this\nAgreement shall commence on the date hereof and shall terminate at the close of\nbusiness on the first anniversary of the date hereof.\n\n            B. Either party may, by delivering written notice thereof to the\nother party, terminate any or all of its obligations under this Agreement,\neffective immediately, if the other party hereto:\n\n\n            1.    is rendered bankrupt or becomes insolvent, and such insolvency\n                  is not cured within 15 days after written notice, or files a\n                  written petition in bankruptcy or an answer admitting the\n                  material facts recited in such petition filed by another, or\n                  discontinues it business, or has a receiver or other custodian\n                  of any kind appointed to administer any substantial amount of\n                  its property; or\n\n            2.    commits a material breach under this Agreement, which breach\n                  is not cured within 30 days following written notice of such\n                  breach from the non-breaching party.\n\nAny such termination shall be in addition to any other rights or remedies\navailable at law or in equity to the terminating party.\n\n            3. Assignment\/Successors.\n\n            Neither party hereto may assign this Agreement or any rights\nhereunder to any other Person, without the prior written consent of the other\nparty hereto. This Agreement shall be binding upon and inure to the benefit of\nthe successors of the parties hereto.\n\n            4. Waiver of Breach.\n\n            The failure of any party hereto to enforce at any time any of the\nprovisions of this Agreement shall in no way be construed to constitute a waiver\nof any such provision nor in any way to affect the validity of this Agreement or\nany part hereof, including the right of any party thereafter to enforce each and\nevery provision. The waiver by any party to this Agreement of any breach or\nviolation of any provision of this Agreement by the other party hereto shall not\noperate or be construed to be a waiver of any subsequent breach or violation\nthereof.\n\n\n                                        2\n\n\n            5. Severability.\n\n            The terms and conditions of this Agreement are hereby deemed by the\nparties to be severable, and the invalidity or unenforceability of any one or\nmore of the provisions of this Agreement shall not affect the validity and\nenforceability of the other provisions hereof.\n\n            6. Notices.\n\n            Any notice contemplated by or required or permitted to be given\nunder this Agreement shall be in writing and (a) sent by telecopier, with a copy\npromptly sent by first class mail, (b) delivered personally, (c) sent by next\nday or overnight courier or delivery or (d) mailed by registered or certified\nmail, return receipt requested, postage prepaid, as follows:\n\n            SCP:                    SCP Communications, Inc.\n                                    134 West 29th Street\n                                    New York, New York 10001-5304\n                                    Attention: Donald Edwards\n\n            Medscape:               Medscape, Inc.\n                                    134 West 29th Street\n                                    New York, New York 10001-5304\n                                    Attention: Peter Frishauf\n\nor, in each case, at such other address or facsimile number as may be specified\nin writing to the other parties hereto. Such notices, requests and other\ncommunications sent as provided hereinabove shall be effective: (w) if sent by\ntelecopier on a business day between the hours of 9:00 a.m. and 6:00 p.m. New\nYork, New York time, upon sending, but if sent by telecopier at any other time,\nupon the next business day; (x) upon receipt, when personally delivered; (y) the\nnext business day, if sent by overnight courier or delivery; and (z) if sent by\nregistered or certified mail, return receipt requested, upon the expiration of\nthe fifth business day after being deposited in the United States mail.\n\n\n                                        3\n\n\n            7. Choice of Law.\n\n            This Agreement shall in all respects be governed by and construed in\naccordance with the laws of the State of New York.\n\n            8. Construction of Agreement; Entire Agreement; Amendments.\n\n            This Agreement may be executed in counterparts in order to provide\neach party hereto with a fully executed original hereof. In that this Agreement\nwas prepared as a result of negotiation and mutual agreement between the parties\nhereto, neither this Agreement nor any provision hereof shall be construed\nagainst either party hereto as the party who prepared this Agreement or any such\nprovision. This Agreement reflects the complete understanding of the parties as\nof the date hereof and constitutes their entire agreement regarding the subject\nmatter hereof, all prior negotiations, representations and statements having\nbeen merged herein. This Agreement may be amended only by a written amendment\nbetween the parties hereto.\n\n            IN WITNESS WHEREOF, the parties have executed this Agreement by the\nsignature of their respective, duly authorized corporate officers as of the day\nand year first above written.\n\n\n                                          SCP COMMUNICATIONS, INC.\n\n                                          \/s\/ Donald Edwards\n                                          ----------------------------\n                                          By:  Donald Edwards\n                                          Its: Chief Financial Officer\n\n\n                                          MEDSCAPE, INC.\n\n                                          \/s\/ Peter Frishauf\n                                          ----------------------------\n                                          By:  Peter Frishauf\n                                          Its: Chief Executive Officer\n\n\n                                        4\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8179],"corporate_contracts_industries":[],"corporate_contracts_types":[9561,9560],"class_list":["post-41020","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-medscape-inc","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41020","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41020"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41020"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41020"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41020"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}