Common use of Access to Collateral; Books and Records Clause in Contracts

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 4 contracts

Samples: Loan and Security Agreement (Avidity Biosciences, Inc.), Loan Agreement (Response Biomedical Corp), Loan and Security Agreement (Avidity Biosciences, Inc.)

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Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days' notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s 's Books. Such The foregoing inspections or and audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s 's then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s 's rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 4 contracts

Samples: Loan and Security Agreement (Quantenna Communications Inc), Mezzanine Loan and Security Agreement (Quantenna Communications Inc), Mezzanine Loan and Security Agreement (Quantenna Communications Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its reasonable discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

Samples: Loan and Security Agreement (Upwork Inc.), Loan and Security Agreement (Upwork Inc.), Loan and Security Agreement (Upwork Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agentsIn addition to the Initial Audit, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, up to two (2) times per year (or more frequently (i) after the occurrence and during the continuance of an Event of Default, as Bank shall determine necessary, or (ii) at the direction of EXIM Bank), to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

Samples: Loan Modification Agreement (Aspen Aerogels Inc), Loan Modification Agreement (Aspen Aerogels Inc), Loan Modification Agreement (Aspen Aerogels Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve six (126) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850850.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses; provided, however, unless an Event of Default has occurred and is continuing, in no case shall the charge to Borrower for each inspection or audit exceed Ten Thousand Dollars ($10,000.00). In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

Samples: Loan and Security Agreement (iRhythm Technologies, Inc.), Loan and Security Agreement (iRhythm Technologies, Inc.), Loan and Security Agreement (iRhythm Technologies, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months (or more frequently as Bank determines in good faith that conditions warrant), unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,0001,000.00) plus any documented out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

Samples: Mezzanine Loan and Security Agreement (Health Catalyst, Inc.), Mezzanine Loan and Security Agreement (Health Catalyst, Inc.), Mezzanine Loan and Security Agreement (Health Catalyst, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expensesexpenses (together, the “Audit Fees”). Bank shall use its best efforts to ensure that the Audit Fees for any single audit do not exceed Six Thousand Dollars ($6,000). In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

Samples: Loan and Security Agreement (Sumo Logic, Inc.), Loan and Security Agreement (Sumo Logic, Inc.), Loan and Security Agreement (Sumo Logic, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s BooksBooks on one (1) Business Day’s prior notice at reasonable times during normal business hours; provided that no notice shall be required during the continuance of an Event of Default. Such inspections or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank shall determine conditions warrant, in its sole, but reasonable, discretion) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. Borrower hereby acknowledges that Bank may conduct the first such audit within forty-five (45) days after the Effective Date (the “Initial Audit”). The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

Samples: Loan and Security Agreement (Okta, Inc.), Loan and Security Agreement (Okta, Inc.), Loan and Security Agreement (Okta, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one two (12) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or audits shall The parties contemplate that the initial audit will be conducted within sixty (60) days of the Effective Date, and thereafter such audits will be performed no more often frequently than once every twelve semi-annually, but nothing herein restricts Bank’s right to conduct such audits more frequently if (12i) months unless an Bank believes that it is advisable to do so in Bank’s good faith business judgment, or (ii) Bank believes in good faith that a Default or Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessaryoccurred. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses; provided that the charges for each such audit shall not exceed $2,500 (but said limitation shall not apply if any Default or Event of Default has occurred and is continuing). In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to BankBank and Bank incurs a fee for such cancellation, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a such fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

Samples: Loan and Security Agreement (Entropic Communications Inc), Loan and Security Agreement (Entropic Communications Inc), Loan and Security Agreement (Entropic Communications Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. Bank agrees that the Initial Audit will be completed within sixty (60) days following the Effective Date. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

Samples: Loan and Security Agreement (AltheaDx, Inc.), Loan and Security Agreement (AltheaDx, Inc.), Loan and Security Agreement (AltheaDx, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each Co-Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Co-Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Co-Borrower and Bank schedule an audit more than ten fifteen (1015) days in advance, and such Co-Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower ) Co-Borrowers shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

Samples: Loan and Security Agreement (Upstart Holdings, Inc.), Loan and Security Agreement (Upstart Holdings, Inc.), Mezzanine Loan and Security Agreement (Upstart Holdings, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and such Borrower cancels or seeks to reschedule or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

Samples: Loan and Security Agreement (Weave Communications, Inc.), Loan and Security Agreement (Weave Communications, Inc.), Loan and Security Agreement (Weave Communications, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or and audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often frequently as Bank shall determine is necessarydetermines in its sole discretion that conditions warrant. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

Samples: Loan and Security Agreement (BigCommerce Holdings, Inc.), Loan and Security Agreement (Misonix Inc), 2020 Contingent Convertible Debt Agreement (BigCommerce Holdings, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable and documented out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

Samples: Loan and Security Agreement (Pandion Therapeutics Holdco LLC), Loan and Security Agreement (Pandion Therapeutics Holdco LLC), Loan and Security Agreement (Trevi Therapeutics, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months (or more frequently as Bank determines in good faith that conditions warrant), unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,0001,000.00) plus any documented out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.. The Initial Audit shall be completed on or before the earlier of (i) the first (1st) anniversary of the Effective Date, or (ii) the date on which the aggregate principal amount of Advances made under the Revolving Line is equal to or greater than Five Million Dollars ($5,000,000.00),

Appears in 3 contracts

Samples: Loan and Security Agreement (Health Catalyst, Inc.), Loan and Security Agreement (Health Catalyst, Inc.), Loan and Security Agreement (Health Catalyst, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

Samples: Loan and Security Agreement (Lantronix Inc), Loan and Security Agreement (Lantronix Inc), Loan and Security Agreement (Lantronix Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once twice every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Pubmatic, Inc.), Loan and Security Agreement (Pubmatic, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months (or more frequently as conditions may warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Adaptive Insights Inc), Loan and Security Agreement (Adaptive Insights Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve six (126) months (or more frequently as Bank shall reasonably determine conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Subordinated Loan and Security Agreement (Roku, Inc), Subordinated Loan and Security Agreement (Roku, Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once twice every twelve (12) months months, unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Beyond Meat, Inc.), Loan and Security Agreement (Beyond Meat, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its reasonable discretion determines that conditions warrant), unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (10X Genomics, Inc.), Loan and Security Agreement (10x Genomics, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s notice Days’ notice, (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, advance and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Xenon Pharmaceuticals Inc.), Loan and Security Agreement (Xenon Pharmaceuticals Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such Unless an Event of Default has occurred and is continuing, such inspections or audits shall be conducted no more often than once every (a) four (4) months at all times that Borrower is not Streamline Eligible or (b) twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often at all other times (or more frequently as Bank shall determine is necessaryconditions warrant, in its sole discretion). The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Encision Inc), Loan and Security Agreement (Encision Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable timestimes and during regular business hours, on one five (15) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once every two (2) times during any twelve (12) months month period, unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Treace Medical Concepts, Inc.), Loan and Security Agreement (Treace Medical Concepts, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Clearside Biomedical, Inc.), Loan and Security Agreement (Clearside Biomedical, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve six (126) months (or more frequently as Bank shall reasonably determine conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Roku, Inc), Loan and Security Agreement (Roku, Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant, but in no event more than two (2) times per year) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall reasonably determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable documented out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days days’ written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any documented out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Ziprecruiter, Inc.), Loan and Security Agreement (Ziprecruiter, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Basis Global Technologies, Inc.), Loan and Security Agreement (Basis Global Technologies, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such In addition to the Initial Audit, the foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve six (126) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Bank and Borrower acknowledge and agree that the Initial Audit shall be completed to Bank’s sole satisfaction on or before the date that is thirty (30) days after the Effective Date.

Appears in 2 contracts

Samples: Loan and Security Agreement (ECPM Holdings, LLC), Loan and Security Agreement (ECPM Holdings, LLC)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, and the . The charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Mezzanine Loan and Security Agreement (Health Catalyst, Inc.), Mezzanine Loan and Security Agreement (Health Catalyst, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or Provided no Event of Default has occurred and is continuing, such audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarymonths. Borrower hereby acknowledges that the Initial Audit will be conducted within sixty (60) days prior to the initial Advance. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (eASIC Corp), Loan and Security Agreement (eASIC Corp)

Access to Collateral; Books and Records. Allow At reasonable times, and on one Business Day’s notice, Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Booksbooks and records. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred After the initial inspection and is continuing in which case audit, such inspections and audits shall occur as often as quarterly or more frequently at Bank’s discretion. Bank shall determine is necessarytake reasonable steps to keep confidential all information obtained in any such inspection or audit, but Bank shall have the right to disclose any such information to its auditors, regulatory agencies, and attorneys, and pursuant to any subpoena or other legal process. The foregoing inspections and audits shall be at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 750 per person per day (or such higher amount as shall represent Bank’s then-then current standard charge for the same), plus reasonable out-of-pocket expenses; provided that so long as no Event of Default has occurred and is continuing, Borrower shall not be required to pay such expenses more than once per fiscal quarter. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a cancellation fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank Bank, to compensate Bank for the anticipated costs and expenses of the cancellation or reschedulingcancellation.

Appears in 2 contracts

Samples: Loan and Security Agreement (Redback Networks Inc), Loan and Security Agreement (Redback Networks Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Lender, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank Lender shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent BankLender’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank Lender schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to BankLender, then (without limiting any of BankLender’s rights or remedies), ) Borrower shall pay Bank Lender a fee of One Thousand Dollars ($1,0001,000.00) plus any out-of-pocket expenses incurred by Bank Lender to compensate Bank Lender for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (RMG Networks Holding Corp), Agreement (RMG Networks Holding Corp)

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarynecessary (or more frequently as Bank shall determine conditions warrant, in its sole discretion). The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Mezzanine Loan and Security Agreement (Ooma Inc), Mezzanine Loan and Security Agreement (Ooma Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Co-Borrowers’ Books. Such The foregoing inspections or and audits shall be conducted at Co-Borrower’s expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower Co-Borrowers and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels Co-Borrowers cancel or seeks seek to or reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower ) Co-Borrowers shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Twist Bioscience Corp), Loan and Security Agreement (Twist Bioscience Corp)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing)) and during normal business hours, Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once twice every twelve (12) months unless either (i) an Event of Default has occurred and is continuing or (ii) Bank determines that the results of its most recent inspection or audit of the Collateral were not satisfactory to Bank in which case such inspections and audits shall occur as often as Bank shall determine is necessaryits reasonable discretion. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 1,000.00 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 2,000.00 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted prior to the date that is 30 days following the Effective Date.

Appears in 2 contracts

Samples: Loan and Security Agreement (Ibotta, Inc.), Loan and Security Agreement (Ibotta, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve six (126) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarycontinuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses, which expenses shall be capped at $15,000 per annum, unless an Event of Default has occurred and is continuing. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Channeladvisor Corp), Loan and Security Agreement (Channeladvisor Corp)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges and agrees that the Initial Audit will be conducted within thirty (30) days after the Effective Date.

Appears in 2 contracts

Samples: Loan and Security Agreement (Progyny, Inc.), Loan and Security Agreement (Progyny, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one three (13) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan Agreement (Aquinox Pharmaceuticals, Inc), Loan Agreement (Aquinox Pharmaceuticals (Usa) Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one three (13) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Borrowers’ Books. Such inspections or audits shall be conducted no more often than once two times every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarycontinuing. The foregoing inspections and audits shall be at Borrower’s Borrowers’ expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower Borrowers and Bank schedule an audit more than ten (10) days in advance, and any Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower Borrowers shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (GOOD TECHNOLOGY Corp), Loan and Security Agreement (GOOD TECHNOLOGY Corp)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, and the . The charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. The Initial Audit shall be completed on or before the earlier of (i) the first (1st) anniversary of the Effective Date, or (ii) the date on which the aggregate principal amount of Advances made under the Revolving Line is equal to or greater than Five Million Dollars ($5,000,000.00).

Appears in 2 contracts

Samples: Loan and Security Agreement (Health Catalyst, Inc.), Loan and Security Agreement (Health Catalyst, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarycontinuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses reasonably incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Evoke Pharma Inc), Loan and Security Agreement (Evoke Pharma Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Fusion Acquisition Corp.), Loan and Security Agreement (Moneylion Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at (a) At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or and audits shall be conducted no more often than once every twelve (12) months months, unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 1,000.00 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable and documented out-of-pocket expensesexpenses to the extent that such expenses and charges shall not exceed $50,000 per annum in the aggregate. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 2,000.00 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Spartan Acquisition Corp. II), Loan and Security Agreement (Sunlight Financial Holdings Inc.)

Access to Collateral; Books and Records. Allow Bank, Agent and the Lenders or its their agents, at reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once twice every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent BankAgent’s or the applicable Lender’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank Agent schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten eight (10) 8) days written notice to BankAgent, then (without limiting any of BankAgent’s or any Lender’s rights or remedies), ) Borrower shall pay Bank Agent a fee of One Two Thousand Dollars ($1,000$ 2,000.00) plus any out-of-pocket expenses incurred by Bank Agent to compensate Bank Agent for the anticipated costs and expenses of the cancellation or rescheduling. Notwithstanding the foregoing, the Initial Audit shall be completed within ninety (90) days after the Closing Date.

Appears in 2 contracts

Samples: Credit and Security Agreement (Flexion Therapeutics Inc), Credit and Security Agreement (Flexion Therapeutics Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. The Initial Audit shall be completed by February 13, 2015.” 9 The Loan Agreement shall be amended by deleting Section 6.12 in its entirety, and inserting in lieu thereof the following:

Appears in 2 contracts

Samples: Loan Modification Agreement (Aegerion Pharmaceuticals, Inc.), Fifth Loan Modification Agreement (Aegerion Pharmaceuticals, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or and audits shall be conducted no more often than once twice per each Borrower every twelve (12) months months, unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor for any one (1) such inspection or audit shall be Eight Hundred Fifty not exceed Five Thousand Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same5,000.00), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Tufin Software Technologies Ltd.), Loan and Security Agreement (Tufin Software Technologies Ltd.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on at least one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or ; provided, however, that, so long as no Event of Default has occurred and is continuing, any audits shall be conducted no more often than once every twelve 6 months (12) months unless an Event it being understood that audits taking place at one or more locations of Default has occurred and is continuing in which case such inspections and audits Borrower during substantially the same overall examination period shall occur as often as Bank shall determine is necessaryconstitute but a single audit for purposes of the foregoing proviso). The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Zhone Technologies Inc), Loan and Security Agreement (Zhone Technologies Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Instructure Inc), Loan and Security Agreement (Instructure Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable timestimes during regular business hours, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Ignyta, Inc.), Loan and Security Agreement (Ignyta, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (PhaseBio Pharmaceuticals Inc), Loan and Security Agreement (PhaseBio Pharmaceuticals Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or and audits shall be conducted no more often than once every twelve (12) months months, unless an Event of Default has occurred and is continuing continuing, in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable and documented out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000) plus any reasonable and documented out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (908 Devices Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one five (15) Business Day’s Days’ written notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Borrowers’ Books; provided that Borrowers shall not be required to disclose any information that Borrowers reasonably deem to be subject to attorney-client privilege and any such inspection and audit shall be restricted in respect thereof. Such inspections or and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its reasonable discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, Borrowers’ expense and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 1,000.00 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower event, Borrowers and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels Borrowers cancel or seeks seek to reschedule or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower ) Borrowers shall pay Bank a fee of One Thousand Dollars ($1,000) 2,000.00 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Outbrain Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agentsIn addition to the Initial Audit, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections The next such inspection shall occur on or audits shall be conducted no more often than once every twelve before the date that is forty-five (1245) months unless an Event of Default has occurred days after the Third Loan Modification Effective Date, and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarythereafter be performed on a semi-annual basis. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.” 5 The Loan Agreement shall be amended by inserting the following new Section 6.10(c) immediately following Section 6.10(b) thereof:

Appears in 1 contract

Samples: Third Loan Modification Agreement (Real Goods Solar, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Electro Scientific Industries Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such In addition to the Initial Audit, the foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than (i) during a Streamline Period, once every twelve (12) months; and (ii) at all other times, once every six (6) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often or more frequently as Bank shall determine is necessary. The foregoing inspections and audits charge for each such inspection/audit, including, without limitation, the Initial Audit, shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Planar Systems Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once every twelve six (126) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Stereotaxis, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarynecessary (or more frequently as Bank shall determine conditions warrant, in its sole discretion). The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges and agrees that the Initial Audit will be conducted not later than December 31, 2012.

Appears in 1 contract

Samples: Loan and Security Agreement (Ooma Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve six (126) months (or more frequently as Bank shall determine conditions warrant, in its sole discretion) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Marin Software Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), allow Bank, or its agents, to inspect the Collateral and audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing continuing, in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Sophiris Bio Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits (including, without limitation, the Initial Audit) shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. The Initial Audit shall be completed within sixty (60) days after the Effective Date.

Appears in 1 contract

Samples: Loan and Security Agreement (Electro Scientific Industries Inc)

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Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at such Borrower’s expense and no more often than once every twelve six (126) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Hipcricket, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. The Initial Audit shall be concluded no later than sixty (60) days after the Effective Date; provided no default by Borrower hereunder shall be deemed to have occurred in the event that Bank elects not to, or otherwise fails through no fault of Borrower, to complete the Initial Audit within such timeframe.

Appears in 1 contract

Samples: Loan and Security Agreement (St. Bernard Software, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarycontinuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. Borrower hereby acknowledges that such an audit shall occur within sixty (60) days of the Effective Date (unless Bank shall elect in its sole discretion to extend such timeframe in writing). In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Digital Turbine, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or and audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often frequently as Bank shall determine is necessarydetermines in its sole but reasonable discretion that conditions warrant. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Cancer Genetics, Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one at least three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank determines in its reasonable discretion that conditions warrant, but no more often than twice every twelve (12) months), unless an Event of Default has occurred and is continuing continuing, in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (MaxPoint Interactive, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten five (105) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten five (105) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay reimburse Bank a fee of One Thousand Dollars ($1,000) for any costs incurred by Bank, plus any out-of-pocket expenses incurred by Bank directly relating to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Aspen Aerogels Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Borrowers’ Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred and Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event any Borrower and Bank schedule an audit more than ten (10) days in advance, and such Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) such Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Aviat Networks, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one five (15) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve year (12or more frequently as Bank shall determine conditions warrant, in Bank’s sole discretion) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the Initial Audit will be conducted prior to the initial Advance, but no later than ninety (90) days after the Effective Date.

Appears in 1 contract

Samples: Loan and Security Agreement (Castlight Health, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850850.00) per person per day (or such higher amount as shall represent Bank’s then-then- current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan Modification Agreement (Appian Corp)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expensesexpenses (together, the “Audit Fees”). Bank shall use its best efforts to ensure that the Audit Fees for any single audit do not exceed Six Thousand Dollars ($6,000). In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Sumo Logic, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months (or more frequently as conditions may warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits continuing. The next audit shall occur as often as Bank shall determine is necessaryon or around May 2012 unless an Event of Default occurs prior to such date. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Procera Networks Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Forescout Technologies, Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable timestimes during regular business hours, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Fate Therapeutics Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once twice every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Medical Transcription Billing, Corp)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months (or more frequently as conditions warrant, as determined by Bank in its sole discretion) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the Initial Audit will be conducted prior to the initial Credit Extension, but no later than one hundred eighty (180) days after the Effective Date.

Appears in 1 contract

Samples: Loan and Security Agreement (Iridex Corp)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) two Business Day’s notice and during normal business hours (provided no notice is required and inspections and audits may be conducted at any time if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s any of Borrowers’ Books. Such audits and inspections or audits shall be conducted required semi-annually, or more frequently if conditions, in the sole determination of Bank, warrant more frequent audits and inspections, provided that, so long as no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case continuing, such audit or inspections and audits shall occur as often as Bank shall determine is necessarybe limited to no more than 4 per year. The foregoing inspections and audits shall be at Borrower’s Borrowers’ expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. expenses In the event a Borrower and Bank schedule an audit more than ten (10) days in advance, and such Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower Borrowers shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Sciclone Pharmaceuticals Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or and audits shall be conducted no more often than once every twelve (12) months months, unless an Event of Default has occurred and is continuing continuing, in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Serve Robotics Inc. /DE/)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall are expected to be conducted no more often than once every twelve (12) months per Borrower (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), in each case, plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Similarweb Ltd.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one ten (110) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Omeros Corp)

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once twice every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Motus GI Holdings, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Contineum Therapeutics, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the Initial Audit shall be conducted no later than forty-five (45) days after the Effective Date.

Appears in 1 contract

Samples: Loan and Security Agreement (Everspin Technologies Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case continuing. Borrower hereby acknowledges that the first such inspections and audits audit shall occur as often as Bank shall determine is necessarybe conducted within ninety (90) days after the Effective Date. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Millennial Media Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or and audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often frequently as Bank shall determine is necessarydetermines in its sole discretion that conditions warrant. The foregoing inspections and audits shall be conducted at Borrower’s expense, provided that, Borrower shall not be required to pay for more than two (2) such inspections or audits completed while no Event of Default exists every twelve (12) months. For inspections and audits that are conducted at Borrower’s expense, the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower acknowledges that the first such audit will occur within thirty (30) days of the Effective Date.

Appears in 1 contract

Samples: Loan and Security Agreement (Veracyte, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 1,000.00 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000.00 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Research Solutions, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months (once every six (6) months when a Streamline Period is not in effect, or, in each case, more frequently at Bank’s expense, as determined by Bank), unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Oclaro, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Genocea Biosciences, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s 's notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each Co-Borrower’s 's Books. Such The foregoing inspections or and audits shall be conducted at such Co-Borrower's expense and no more often than once every twelve six (126) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s 's then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Co-Borrower and Bank schedule an audit more than ten (10) days in advance, and such Co-Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s 's rights or remedies), Borrower ) Co-BmTOwers shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Augme Technologies, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once twice every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.. 224419751 v2

Appears in 1 contract

Samples: Loan and Security Agreement (Verrica Pharmaceuticals Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one five (15) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing)Days’ notice, to inspect the Collateral and audit and copy any Co-Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s Co-Borrowers’ expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Co-Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and such Co-Borrower cancels or seeks to reschedule the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower Co-Borrowers shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Verona Pharma PLC)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, during normal business hours, to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once twice every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000.00) plus any documented out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Interpace Biosciences, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at during regular business hours upon reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Notwithstanding anything to the contrary in this Section 6.11, Borrower shall allow Bank to perform an inspection and audit within ninety (90) days after the occurrence of the Transition Event.

Appears in 1 contract

Samples: Loan and Security Agreement (Fastly, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s BooksBooks and the right to complete an NOLV. Such inspections or and audits and NOLV shall be conducted no more often than once twice every twelve 12 months (12) months or more frequently as Bank in its commercially reasonable discretion determines that conditions warrant), unless an Event of Default has occurred and is continuing continuing, in which case such inspections and audits and NOLV shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 1,000.00 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 2,000.00 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. The initial NOLV shall be completed on or before ninety (90) days following the Effective Date.

Appears in 1 contract

Samples: Loan and Security Agreement (Owlet, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable timestimes during regular business hours, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or and audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Selecta Biosciences Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months (or more frequently as conditions may warrant in Bank’s sole discretion) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. The Initial Audit shall be conducted within ninety (90) days after the Effective Date.

Appears in 1 contract

Samples: Loan and Security Agreement (Invuity, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850850.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Limelight Networks, Inc.)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and may only be conducted by Bank when there are Obligations outstanding under the Revolving Line (and in any event, no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary). The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 1,000 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expensesexpenses actually incurred. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses actually incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Consent And (Workiva Inc)

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Borrowers’ Books. Such The foregoing inspections or and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its reasonable credit judgment determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, Borrowers’ expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event any Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and such Borrower cancels or seeks to reschedule or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) such Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (BK Technologies Corp)

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy any Co-Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s Co-Borrowers’ expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Co-Borrower and Bank schedule an audit more than ten (10) days in advance, and such Co-Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), such Co-Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Savara Inc)

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