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

Access to Collateral; Books and Records. At reasonable times, but not more than two (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), each Lender, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each Borrower’s Books. The foregoing inspections and audits shall be at Borrowers’ expense, and the charge therefor shall be Seven Hundred Fifty Dollars ($750) per person per day (or such higher amount as shall represent such Lender’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender 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 Lenders, then (without limiting any of each Lender’s rights or remedies), such Borrower shall pay such Lender a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by such Lender to compensate such Lender for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

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Access to Collateral; Books and Records. At reasonable timestimes during normal business hours, but not more than two (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (1) Business Day’s prior notice (provided no notice is required if an Event of Default has occurred and is continuing), each LenderAgent and the Lenders, or its their agents, shall have the right to inspect the Collateral and the right to audit and copy each Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrowers’ expenseBorrower’s expense and no more often than once every twelve (12) months, and the or more frequently as Agent or any Lender may reasonably determine is necessary. The charge therefor shall be Seven Hundred Fifty Dollars ($750) 1,000.00 per person per day (or such higher amount as shall represent such Agent’s or the applicable Lender’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender Agent schedule an audit more than ten (10) days in advance, and such Borrower cancels or seeks to reschedule or reschedules the audit with less than ten (10) days written notice to LendersAgent, then (without limiting any of each Agent’s or any Lender’s rights or remedies), such ) Borrower shall pay such Lender Agent a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by such Lender Agent to compensate such Lender Agent for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At Allow Agent or its agents, at reasonable times, but not more than two on five (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), each Lender, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each 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 Agent shall determine is necessary. The foregoing inspections and audits shall be at Borrowers’ expense, Borrower’s expense and the charge therefor shall be Seven Hundred Fifty One Thousand Dollars ($7501,000.00) per person per day (or such higher amount as shall represent such LenderAgent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender Agent schedule an audit more than ten eight (10) 8) days in advance, and such Borrower cancels or seeks to reschedule reschedules the audit with less than ten eight (10) 8) days written notice to LendersAgent, then (without limiting any of each Agent’s or any Lender’s rights or remedies), such ) Borrower shall pay such Lender Agent a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by such Lender Agent to compensate such Lender Agent for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Social Capital Suvretta Holdings Corp. I), Loan and Security Agreement (Social Capital Suvretta Holdings Corp. I)

Access to Collateral; Books and Records. At any time during which Credit Extensions under the Revolving Line are outstanding or have been requested, at reasonable times, but not more than two (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), each LenderBank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each Borrower’s Books. Such inspections or audits shall be conducted no more often than twice every twelve (12) months unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrowers’ Borrower’s expense, and the charge therefor shall be Seven Hundred Fifty Dollars ($750) 850 per person per day (or such higher amount as shall represent such LenderBank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In , in the event a Borrower and any Lender 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 LendersBank, then (without limiting any of each LenderBank’s rights or remedies), such Borrower shall pay such Lender Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by such Lender Bank to compensate such Lender Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan Modification Agreement (Meru Networks Inc), Eleventh Loan Modification Agreement (Meru Networks Inc)

Access to Collateral; Books and Records. At Allow Agent, or its agents, at reasonable times, but not more than two on three (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), each Lender, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each Borrower’s Books. The foregoing inspections 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 Agent shall determine is necessary. The foregoing inspections and audits shall be at BorrowersBorrowerexpense, expense and the charge therefor shall be Seven Hundred Fifty One Thousand Dollars ($7501,000.00) per person per day (or such higher amount as shall represent such LenderAgent’s then-current standard charge for the same), plus reasonable and documented out-of-pocket expenses. In the event a Borrower and any Lender Agent schedule an audit more than ten eight (10) 8) days in advance, and such Borrower cancels or seeks to reschedule the audit with less than ten eight (10) 8) days written notice to LendersAgent, then (without limiting any of each Agent’s or any Lender’s rights or remedies), such ) Borrower shall pay such Lender Agent a fee of One Two Thousand Dollars ($1,0002,000.00) plus any reasonable and documented out-of-pocket expenses incurred by such Lender Agent to compensate such Lender Agent for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At Allow Agent or its agents, at reasonable times, but not more than two on five (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), each Lender, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each 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 Agent shall determine is necessary. The foregoing inspections and audits shall be at Borrowers’ expense, Borrower’s expense and the charge therefor shall be Seven Hundred Fifty Two Thousand Dollars ($7502,000.00) per person per day (or such higher amount as shall represent such LenderAgent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender Agent schedule an audit more than ten eight (10) 8) days in advance, and such Borrower cancels or seeks to reschedule reschedules the audit with less than ten eight (10) 8) days written notice to LendersAgent, then (without limiting any of each Agent’s or any Lender’s rights or remedies), such ) Borrower shall pay such Lender Agent a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by such Lender Agent to compensate such Lender Agent for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

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

Access to Collateral; Books and Records. At reasonable times, but not more than two on five (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), each Lenderallow Agent, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each 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 Agent shall determine is necessary. The foregoing inspections and audits shall be at Borrowers’ expense, and the charge therefor shall be Seven Hundred Fifty One Thousand Dollars ($7501,000.00) per person per day (or such higher amount as shall represent such LenderAgent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender Agent schedule an audit more than ten eight (10) 8) days in advance, and such Borrower cancels or seeks to reschedule the audit with less than ten eight (10) 8) days written notice to LendersAgent, then (without limiting any of each LenderAgent’s or any Lenders rights or remedies), such Borrower shall pay such Lender Agent a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by such Lender Agent to compensate such Lender Agent for the anticipated costs and expenses of the cancellation or rescheduling. Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed.

Appears in 1 contract

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

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, but not more than two on three (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), each Lender, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each 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 Borrowers’ Borrower’s expense, and the charge therefor shall be Seven Hundred Fifty Dollars ($750) 1,000.00 per person per day (or such higher amount as shall represent such LenderBank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender 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 LendersBank, then (without limiting any of each LenderBank’s rights or remedies), such Borrower shall pay such Lender Bank a fee of One Thousand Dollars ($1,000) 1,000.00 plus any out-of-pocket expenses incurred by such Lender Bank to compensate such Lender Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

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

Access to Collateral; Books and Records. At reasonable times, but not more than two on five (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), each LenderAgent, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each Borrower’s Books. Such inspections and audits shall be conducted no more often than once every 12 months, unless an Event of Default has occurred and is continuing, in which case such inspections and audits shall occur as frequently as Agent determines in its sole discretion that conditions warrant. The foregoing inspections and audits shall be conducted at Borrowers’ expense, Borrower’s expense and the charge therefor shall be Seven Hundred Fifty Dollars ($750) 1,000.00 per person per day (or such higher amount as shall represent such LenderAgent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender Agent schedule an audit more than ten eight (10) 8) days in advance, and such Borrower cancels or seeks to reschedule the audit with less than ten eight (10) 8) days written notice to LendersAgent, then (without limiting any of each Agent’s or any Lender’s rights or remedies), such ) Borrower shall pay such Lender Agent a fee of One Thousand Dollars ($1,000) 2,000.00 plus any out-of-pocket expenses incurred by such Lender Agent to compensate such Lender Agent for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Liquidia Corp)

Access to Collateral; Books and Records. At reasonable times, but not No more often than two once every twelve (212) times per year (months unless a Default or an Event of Default has occurred and is continuing) , on one (1) Business Day’s notice (provided no notice is required if a Default or an Event of Default has occurred and is continuing), each LenderBank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each Borrower’s BooksBooks (the “Field Examination”). The foregoing inspections and audits Field Examination shall be at Borrowers’ Borrower’s expense, and the charge therefor shall be Seven Hundred Fifty Dollars ($750) per person per day (or such higher amount as shall represent such LenderBank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender Bank schedule an audit a Field Examination 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 LendersBank, then (without limiting any of each LenderBank’s rights or remedies), such Borrower shall pay such Lender Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by such Lender Bank to compensate such Lender Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Motricity Inc)

Access to Collateral; Books and Records. At Allow Agent, or its agents, at reasonable times, but not more than two on five (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (15) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), each Lender, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each 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 Agent shall determine is necessary. The foregoing inspections and audits shall be at BorrowersBorrowerexpense, expense and the charge therefor shall be Seven Hundred Fifty One Thousand Dollars ($7501,000.00) per person per day (or such higher amount as shall represent such LenderAgent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender Agent 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 LendersAgent, then (without limiting any of each Agent’s or any Lender’s rights or remedies), such ) Borrower shall pay such Lender Agent a fee of One Two Thousand Dollars ($1,000) 2,000.00 plus any out-of-pocket expenses incurred by such Lender Agent to compensate such Lender Agent for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

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

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, but not more than two on three (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), each Lender, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each 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 Borrowers’ Borrower’s expense, and the charge therefor for each such audit shall be Seven Hundred Fifty Dollars the lesser of (a) $750) 850 per person per day (or such higher amount as shall represent such LenderBank’s then-current standard charge for the same), plus reasonable out-of-pocket expensesexpenses or (b) Five Thousand Dollars ($5,000) per audit. In the event a Borrower and any Lender 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 LendersBank, then (without limiting any of each LenderBank’s rights or remedies), such Borrower shall pay such Lender Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by such Lender Bank to compensate such Lender Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Intermolecular Inc)

Access to Collateral; Books and Records. At Allow Agent, or its agents, at reasonable times, but not more than two (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), each Lender, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than 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 Agent shall determine is necessary. The foregoing inspections and audits shall be at BorrowersBorrowerexpense, expense and the charge therefor shall be Seven Hundred Fifty One Thousand Dollars ($7501,000.00) per person per day (or such higher amount as shall represent such LenderAgent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender Agent schedule an audit more than ten eight (10) 8) days in advance, and such Borrower cancels or seeks to reschedule the audit with less than ten eight (10) 8) days written notice to LendersAgent, then (without limiting any of each Agent’s or any Lender’s rights or remedies), such ) Borrower shall pay such Lender Agent a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by such Lender Agent to compensate such Lender Agent for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Mezzanine Loan and Security Agreement (Velo3D, Inc.)

Access to Collateral; Books and Records. At Allow Agent or its agents, at reasonable times, but not more than two on five (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), each Lender, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each Borrower’s Books. Such inspections or audits shall be conducted no more often than once per fiscal year, unless an Event of Default has occurred and is continuing, in which case such inspections and audits shall occur as often as Agent shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrowers’ expense, Borrower’s expense and the charge therefor shall be Seven Hundred Fifty One Thousand Dollars ($7501,000) per person per day (or such higher amount as shall represent such LenderAgent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender Agent 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 LendersAgent, then (without limiting any of each Agent’s or any Lender’s rights or remedies), such ) Borrower shall pay such Lender Agent a fee of One Two Thousand Dollars ($1,0002,000) plus any reasonable out-of-pocket expenses incurred by such Lender Agent to compensate such Lender Agent for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

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

Access to Collateral; Books and Records. At Allow Agent or its agents, at reasonable times, but not more than two on five (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), each Lender, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each 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 Agent shall determine is necessary. The foregoing inspections and audits shall be at Borrowers’ expense, Borrower’s expense and the charge therefor shall be Seven Hundred Fifty One Thousand Dollars ($7501,000) per person per day (or such higher amount as shall represent such LenderAgent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender Agent schedule an audit more than ten eight (10) 8) days in advance, and such Borrower cancels or seeks to reschedule reschedules the audit with less than ten eight (10) 8) days written notice to LendersAgent, then (without limiting any of each Agent’s or any Lender’s rights or remedies), such ) Borrower shall pay such Lender Agent a fee of One Two Thousand Dollars ($1,0002,000) plus any out-of-pocket expenses incurred by such Lender Agent to compensate such Lender Agent for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Taysha Gene Therapies, Inc.)

Access to Collateral; Books and Records. At Allow Agent or its agents, at reasonable times, but not more than two on five (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), each Lender, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each 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 Agent shall determine is necessary. The foregoing inspections and audits shall be at Borrowers’ expense, Borrower’s expense and the charge therefor shall be Seven Hundred Fifty One Thousand Dollars ($7501,000) per person per day (or such higher amount as shall represent such LenderAgent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender Agent schedule an audit more than ten eight (10) 8) days in advance, and such Borrower cancels or seeks to reschedule reschedules the audit with less than ten eight (10) 8) days written notice to LendersAgent, then (without limiting any of each Agent’s or any Lender’s rights or remedies), such ) Borrower shall pay such Lender Agent a fee of One Two Thousand Dollars ($1,0002,000) plus any out-of-pocket expenses incurred by such Lender Agent to compensate such Lender Agent for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

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

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Access to Collateral; Books and Records. At reasonable times, but not more than on two (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (1) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), each LenderBank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each Borrower’s Books. Such inspections and audits shall be conducted no more often than once every 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 Borrowers’ expense, Borrower’s expense and the charge therefor shall be Seven Hundred Fifty Dollars ($750) 1,000.00 per person per day (or such higher amount as shall represent such LenderBank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender 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 LendersBank, then (without limiting any of each LenderBank’s rights or remedies), such ) Borrower shall pay such Lender Bank a fee of One Thousand Dollars ($1,000) 2,000.00 plus any out-of-pocket expenses incurred by such Lender Bank to compensate such Lender Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (6d Bytes Inc.)

Access to Collateral; Books and Records. At Allow Agent, or its agents, at reasonable times, but not more than two (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), each Lender, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Agent in its sole but 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 Agent shall determine is necessary. The foregoing inspections and audits shall be at BorrowersBorrowerexpense, expense and the charge therefor shall be Seven Hundred Fifty One Thousand Dollars ($7501,000.00) per person per day (or such higher amount as shall represent such LenderAgent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender Agent schedule an audit more than ten eight (10) 8) days in advance, and such Borrower cancels or seeks to reschedule the audit with less than ten eight (10) 8) days written notice to LendersAgent, then (without limiting any of each Agent’s or any Lender’s rights or remedies), such ) Borrower shall pay such Lender Agent a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by such Lender Agent to compensate such Lender Agent for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Alx Oncology Holdings Inc)

Access to Collateral; Books and Records. At Allow Agent, or its agents, at reasonable times, but not more than two on five (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), each Lender, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each 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 Agent shall determine is necessary. The foregoing inspections and audits shall be at BorrowersBorrowerexpense, expense and the charge therefor shall be Seven Hundred Fifty One Thousand Dollars ($7501,000.00) per person per day (or such higher amount as shall represent such LenderAgent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender Agent schedule an audit more than ten eight (10) 8) days in advance, and such Borrower cancels or seeks to reschedule the audit with less than ten eight (10) 8) days written notice to LendersAgent, then (without limiting any of each Agent’s or any Lender’s rights or remedies), such ) Borrower shall pay such Lender Agent a fee of One Two Thousand Dollars ($1,0002,000.00) plus any documented out-of-pocket expenses incurred by such Lender Agent to compensate such Lender Agent for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

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

Access to Collateral; Books and Records. At Allow Collateral Agent, or its agents, at reasonable timestimes during regular business hours, but not more than two on three (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), each Lender, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each 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 Collateral Agent shall determine is necessary. The foregoing inspections and audits shall be at Borrowers’ Borrower’s expense, and the charge therefor shall be Seven Hundred Fifty Dollars ($750) 850 per person per day (or such higher amount as shall represent such LenderCollateral Agent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender Collateral Agent 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 LendersCollateral Agent, then (without limiting any of each LenderCollateral Agent’s rights or remedies), such Borrower shall pay such Lender Collateral Agent a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by such Lender Collateral Agent to compensate such Lender Collateral Agent for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

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

Access to Collateral; Books and Records. At reasonable times, but not more than two on three (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (13) Business Day’s Days notice (provided no notice is required if an Event of Default has occurred and is continuing), each Lenderthe Lenders (together and not separately, unless an Event of Default has occurred and is continuing), or its their agents, shall have the right to inspect the Collateral and the right to audit and copy each Borrower’s Books. So long as no Event of Default has occurred and is continuing, such inspections or audits shall occur no more often than every six (6) months. The foregoing inspections and audits shall be at Borrowers’ Borrower’s expense, and the charge therefor shall be Seven Hundred Fifty Dollars ($750) 750 per person per day (or such higher amount as shall represent such Lender’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender 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 Lenders, then (without limiting any of each Lender’s rights or remedies), such Borrower shall pay such Lender a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by such Lender to compensate such Lender for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Zonare Medical Systems Inc)

Access to Collateral; Books and Records. At reasonable times, but not more than two on three (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (13) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), each LenderAgent, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each Borrower’s Books. Such inspections 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 Agent shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrowers’ expense, Borrower’s expense and the charge therefor shall be Seven Hundred Fifty Dollars ($750) 1,000.00 per person per day (or such higher amount as shall represent such LenderAgent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender Agent schedule an audit more than ten eight (10) 8) days in advance, and such Borrower cancels or seeks to reschedule reschedules the audit with less than ten eight (10) 8) days written notice to LendersAgent, then (without limiting any of each Agent’s or any Lender’s rights or remedies), such ) Borrower shall pay such Lender Agent a fee of One Thousand Dollars ($1,000) 2,000.00 plus any out-of-pocket expenses incurred by such Lender Agent to compensate such Lender Agent for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: 2023 Contingent Convertible Debt Agreement (Achieve Life Sciences, Inc.)

Access to Collateral; Books and Records. At Allow Agent or its agents, at reasonable times, but not more than two on five (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), each Lender, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each Borrower’s Books. Such inspections or audits shall be conducted no more than once during any twelve-month period unless an Event of Default shall have occurred and be continuing, in which case such inspections and audits shall occur as often as Agent shall determine is necessary. The foregoing inspections and audits shall be at Borrowers’ Borrower’s expense, and the charge therefor shall be Seven Hundred Fifty One Thousand Dollars ($7501,000) per person per day (or such higher amount as shall represent such LenderAgent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender Agent schedule an audit more than ten eight (10) 8) days in advance, and such Borrower cancels or seeks to reschedule the audit with less than ten eight (10) 8) days written notice to LendersAgent, then (without limiting any of each Agent’s or any Lender’s rights or remedies), such Borrower shall pay such Lender Agent a fee of One Two Thousand Dollars ($1,0002,000) plus any out-of-pocket expenses incurred by such Lender Agent to compensate such Lender Agent for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Ziopharm Oncology Inc)

Access to Collateral; Books and Records. At Allow Agent, or its agents, at reasonable times, but not more than two (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), each Lender, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each 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 Agent or any Lender shall determine is necessary. The foregoing inspections and audits shall be at Borrowers’ Borrower’s expense, and the charge therefor shall be Seven Hundred Fifty One Thousand Dollars ($7501,000.00) per person per day (or such higher amount as shall represent such LenderAgent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender Agent 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 LendersAgent, then (without limiting any of each LenderAgent’s rights or remedies), such Borrower shall pay such Lender Agent a fee of One Thousand Dollars ($1,0001,000.00) plus any out-of-pocket expenses incurred by such Lender Agent to compensate such Lender Agent for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Avalara Inc)

Access to Collateral; Books and Records. At Allow Agent or its agents, at reasonable times, but not more than two (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), each Lender, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than 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 Agent shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrowers’ expense, Borrower’s expense and the charge therefor shall be Seven Hundred Fifty One Thousand Dollars ($7501,000.00) per person per day (or such higher amount as shall represent such LenderAgent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender Agent schedule an audit more than ten eight (10) 8) days in advance, and such Borrower cancels or seeks to reschedule reschedules the audit with less than ten eight (10) 8) days written notice to LendersAgent, then (without limiting any of each Agent’s or any Lender’s rights or remedies), such ) Borrower shall pay such Lender Agent a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by such Lender Agent to compensate such Lender Agent for the anticipated costs and expenses of the cancellation or rescheduling.. 224419752 v2

Appears in 1 contract

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

Access to Collateral; Books and Records. At reasonable times, but not more than two on three (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (13) Business Day’s Days’ notice (provided that no notice is required if an Event of Default has occurred and is continuing), each LenderAgent, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrowers’ expenseBorrower’s expense and no more often than once every twelve (12) months, and the or more frequently as Agent or any Lender shall reasonably determine conditions warrant. The charge therefor shall be Seven Hundred Fifty One Thousand Dollars ($7501,000.00) per person per day (or such higher amount as shall represent such LenderAgent’s then-current and reasonable standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and any Lender Agent 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 LendersAgent, then (without limiting any of each LenderAgent’s rights or remedies), such ) Borrower shall pay such Lender Agent a fee of One Thousand Dollars ($1,0001,000.00) plus any out-of-pocket expenses incurred by such Lender Agent to compensate such Lender Agent for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

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

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