Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or (b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 42 contracts
Sources: Loan and Security Agreement (Vera Therapeutics, Inc.), Loan and Security Agreement (Vera Therapeutics, Inc.), Loan and Security Agreement (Millendo Therapeutics, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 7 contracts
Sources: Loan and Security Agreement (Locust Walk Acquisition Corp.), Loan and Security Agreement (Sutro Biopharma, Inc.), Loan and Security Agreement (Miramar Labs, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Financial Covenant), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 7 contracts
Sources: Loan and Security Agreement (PROCEPT BioRobotics Corp), Loan and Security Agreement (PROCEPT BioRobotics Corp), Loan and Security Agreement (SI-BONE, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 4 contracts
Sources: Loan and Security Agreement (Minerva Neurosciences, Inc.), Loan and Security Agreement (HTG Molecular Diagnostics, Inc), Loan and Security Agreement (Sophiris Bio Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 4 contracts
Sources: Loan and Security Agreement (Mersana Therapeutics, Inc.), Loan and Security Agreement (Prometheus Biosciences, Inc.), Loan and Security Agreement (Prometheus Biosciences, Inc.)
Covenant Default. (a) Borrower Issuer or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes; Pensions), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries); 6.12 (Title Ownership of Operating Company) or 6.13 (Further Assurances) or Borrower Issuer violates any covenant provision in Section 7; or
(b) BorrowerIssuer, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documentsother Note Document to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten thirty (1030) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten thirty (1030) day period or cannot after diligent attempts by Borrower Issuer or such Subsidiary, as applicable, be cured within such ten thirty (1030) day period, and such default is likely to be cured within a reasonable time, then Borrower Issuer shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Notes shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 4 contracts
Sources: Note Purchase Agreement (5E Advanced Materials, Inc.), Note Purchase Agreement (5E Advanced Materials, Inc.), Note Purchase Agreement (5E Advanced Materials, Inc.)
Covenant Default. (a) Borrower or If any of its Subsidiaries Loan Party fails or neglects to perform any obligation in under Sections 6.2 6.1 (Financial Statements, Reports, Certificatesas to existence), 6.4 (Taxes)6.2, 6.5 (Insurance)6.4, 6.6 (Operating Accounts)6.5, 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant of the covenants contained in Section 77 of this Agreement; or
(b) Borrower, or If any of its Subsidiaries, Loan Party fails or neglects to perform, keep, perform or observe any other material term, provision, condition, covenant or agreement contained in this Agreement Agreement, in any of the other Loan Documents or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other termBank Services Agreement, provision, condition, condition or covenant or agreement that can be cured, has failed to cure the such default within ten (10) days (or, solely to the extent relating to a Bank Services Agreement, thirty (30) days) after the occurrence such Loan Party receives notice thereof or any officer of such Loan Party becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period (or, solely to the extent relating to a Bank Services Agreement, thirty (30) day period) or cannot after diligent attempts by Borrower such Loan Party be cured within such ten (10) day period (or, solely to the extent relating to a Bank Services Agreement, thirty (30) day period), and such default is likely to be cured within a reasonable time, then Borrower such Loan Party shall have an additional reasonable period (which shall not in any case exceed thirty (30) days (or, solely to the extent relating to a Bank Services Agreement, sixty (60) days)) to attempt to cure such default, so long as such Loan Party continues to diligently attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but no Credit Extensions shall will be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) abovemade;
Appears in 3 contracts
Sources: Loan and Security Agreement (AvePoint, Inc.), Loan and Security Agreement (AvePoint, Inc.), Loan and Security Agreement (Apex Technology Acquisition Corp)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) ), or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 3 contracts
Sources: Loan and Security Agreement (Relypsa Inc), Loan and Security Agreement (Relypsa Inc), Loan and Security Agreement (Relypsa Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Performance to Plan; Revenues), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 3 contracts
Sources: Loan and Security Agreement (Invitae Corp), Loan and Security Agreement (Invitae Corp), Loan and Security Agreement (Invitae Corp)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 ), 6.12 (Further AssurancesPost-Effective Date Obligations) or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower or such Subsidiary, as applicable, be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 3 contracts
Sources: Loan and Security Agreement (Ardelyx, Inc.), Loan and Security Agreement (Ardelyx, Inc.), Loan and Security Agreement (Ardelyx, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Section 2.4 or Sections 6.2 (Financial Statements6.5, Reports6.7, Certificates6.8, 6.9(a), 6.4 (Taxes)6.10, 6.5 (Insurance)or 6.12, 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(bi) BorrowerBorrower fails or neglects to perform any obligation in Section 6.2 and such failure or neglect continues for more than five (5) days after the occurrence thereof or (ii) Borrower fails or neglects to perform any obligation in Section 6.9(b), or and as to any default under such section, has failed to cure the default within thirty (30) days after the occurrence thereof, in which case such thirty (30) day period shall commence on the first Business Day on which Borrower fails to have consolidated Liquidity of its Subsidiaries, not less than Five Million Dollars ($5,000,000.00); or
(c) Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace Cure periods provided under this Section 8.2(c) shall not apply, among other things, to financial covenants or any other covenants set forth in subsection clause(s) (a) and (b) above;
Appears in 3 contracts
Sources: Loan and Security Agreement (iRhythm Technologies, Inc.), Loan and Security Agreement (iRhythm Technologies, Inc.), Loan and Security Agreement (iRhythm Technologies, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 6.10 (Landlord Waivers; Bailee WaiversFinancial Covenant), 6.12 (Creation/Acquisition of Subsidiaries) or ), 6.13 (Further Assurances) or 6.14 (Accounts Receivable) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 3 contracts
Sources: Loan and Security Agreement (Castle Biosciences Inc), Loan and Security Agreement (Castle Biosciences Inc), Loan and Security Agreement (Castle Biosciences Inc)
Covenant Default. (a) Borrower Borrowers fail or any of its Subsidiaries fails or neglects neglect to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (New Equity), 6.8 (Protection of Intellectual Property Rights), 6.9 (Notice Litigation Cooperation), 6.10 (Notices of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), Investments in Subsidiaries) or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or any Borrower violates any covenant in Section 7; or
(b) Borrower, Borrowers or any of its Subsidiaries, their Subsidiaries fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower Borrowers be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower Borrowers shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 3 contracts
Sources: Loan and Security Agreement (Sophiris Bio Inc.), Loan and Security Agreement (Sophiris Bio Inc.), Loan and Security Agreement (Sophiris Bio Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements6.4, Reports6.5, Certificates)6.6, 6.4 (Taxes)6.7, 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default6.8(c), 6.11 (Landlord Waivers; Bailee Waivers), or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) BorrowerBorrower fails or neglects to perform any obligation in Section 6.2 and has failed to cure the default within five (5) Business Days after Bank provides notice to Borrower thereof, or any provided however such 5 day notice/cure period shall only be available to Borrower two (2) times during the term of its Subsidiaries, this Agreement;
(c) Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days Business Days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day Business Day period or cannot after diligent attempts by Borrower be cured within such ten (10) day Business Day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) daysBusiness Days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace Cure periods provided under this Section section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection clause (a) above;
Appears in 3 contracts
Sources: Loan and Security Agreement (Cornerstone OnDemand Inc), Loan and Security Agreement (Cornerstone OnDemand Inc), Loan and Security Agreement (Cornerstone OnDemand Inc)
Covenant Default. (a) Borrower Issuer or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes; Pensions), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries); 6.12 (Title Ownership of Operating Company), 6.15 (ASX Letter) or 6.13 6.16 (Further AssurancesAmendment No. 3 Post-Closing Covenant) or Borrower Issuer violates any covenant provision in Section 7; or
(b) BorrowerIssuer, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documentsother Note Document to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten thirty (1030) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten thirty (1030) day period or cannot after diligent attempts by Borrower Issuer or such Subsidiary, as applicable, be cured within such ten thirty (1030) day period, and such default is likely to be cured within a reasonable time, then Borrower Issuer shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Notes shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 3 contracts
Sources: Note Purchase Agreement (5E Advanced Materials, Inc.), Note Purchase Agreement (5E Advanced Materials, Inc.), Note Purchase Agreement (5E Advanced Materials, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2(a)(i), (ii), (iii), (vii), (ix), (x), (xi), (xii), (xiii) or (xiv) or 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 3 contracts
Sources: Loan and Security Agreement (Syndax Pharmaceuticals Inc), Loan and Security Agreement (Syndax Pharmaceuticals Inc), Loan and Security Agreement (Syndax Pharmaceuticals Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Bank Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Financial Covenant), 6.11 (Landlord Waivers; Bailee Waivers), or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 3 contracts
Sources: Loan and Security Agreement (Syros Pharmaceuticals, Inc.), Loan and Security Agreement (Syros Pharmaceuticals, Inc.), Loan and Security Agreement (Syros Pharmaceuticals, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice notice of Litigation and Default), 6.10 (Financial Covenant), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (ObsEva SA), Loan and Security Agreement (ObsEva SA)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower or such Subsidiary, as applicable, be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 2 contracts
Sources: Loan and Security Agreement (Tetraphase Pharmaceuticals Inc), Loan and Security Agreement (T2 Biosystems, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Financial Covenant), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or ), 6.13 (Further Assurances) Intellectual Property Lien Event), or Borrower violates any covenant in Section 7; or
(b) Borrower, Borrower or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Centrexion Therapeutics Corp), Loan and Security Agreement (Centrexion Therapeutics Corp)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice Notices of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 6.13(b) (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Inspire Medical Systems, Inc.), Loan and Security Agreement (Inspire Medical Systems, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries A Loan Party fails or neglects to perform any obligation in Sections 6.2 (Financial StatementsSection 6, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or7 (other than Section 7.12).
(b) BorrowerA Loan Party violates the minimum consolidated net worth covenant in Section 7.12, or any of its Subsidiariesand as to such default under Section 7.12, has failed to cure such default within thirty (30) days after the occurrence thereof.
(c) A Loan Party fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) 9) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten twenty (1020) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten twenty (1020) day period or cannot after diligent attempts by Borrower the Loan Parties be cured within such ten twenty (1020) day period, and such default is likely to be cured within a reasonable time, then Borrower Loan Parties shall have an additional period (which shall not in any case exceed thirty twenty (3020) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace Cure periods provided under this Section clause (c) shall not apply, among other things, to financial covenants or any other covenants set forth in subsection Section 9.2 and clauses (a) and (b) above;.
(d) At any time after the execution and delivery thereof, the Guaranty, for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder.
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Aspen Group, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 6.1(a) (Financial Statements, Reports, Certificatesfirst sentence only), 6.4 (Taxes)6.2, 6.5 (Insurance)6.4, 6.6 (Operating Accounts)6.5, 6.6, 6.7 (Protection of Intellectual Property Rights)or 6.12, 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) 6.13 or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, Borrower or any of its Subsidiaries, Subsidiaries fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan DocumentsDocuments to which it is party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after Borrower or any of its Subsidiaries becomes aware or should have become aware of the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace Cure periods provided under this Section section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection clause (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (TRIA Beauty, Inc.), Loan and Security Agreement (TRIA Beauty, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), ) or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Restoration Robotics Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Financial Covenants), 6.11 (Landlord Waivers; Bailee WaiversPerformance Covenants), 6.12 6.13 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (CymaBay Therapeutics, Inc.), Loan and Security Agreement (CymaBay Therapeutics, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries), 6.12 (Financial Covenant) or 6.13 (Further AssurancesLiquidity Covenant) or Borrower violates any provision in Section 7; provided, however, in the event that the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.12(b), Borrower may cure such breach by means of submitting a new financial plan to Collateral Agent (which financial plan must be acceptable to Collateral Agent) no later than thirty (30) days after B▇▇▇▇▇▇▇’s knowledge of the occurrence of such breach and raising, no later than sixty (60) days after the submission of such financial plan to Collateral Agent, such amount of capital from the sale and issuance of its equity securities as required per the new financial plan; provided, that upon such cure the parties shall amend the covenant in Section 76.12(b) in accordance with the new financial plan which amendment must be acceptable to Collateral Agent and shall, among other things, require Borrower to achieve 100% of the revenue projections set forth in the new financial plan; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those defaults otherwise specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days Business Days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day Business Day period or cannot after diligent attempts by Borrower be cured within such ten (10) day Business Day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loan shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (CVRx, Inc.), Loan and Security Agreement (CVRx, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), ) or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants covenants, if any, or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Senseonics Holdings, Inc.), Loan and Security Agreement (Senseonics Holdings, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 6.13(b) (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Clarus Therapeutics Inc), Loan and Security Agreement (Clarus Therapeutics Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower Subsidiaries)or any Loan Party violates any covenant provision in Section 7; or
(b) Borrower, or any of its SubsidiariesGuarantor, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower or such Guarantor, as applicable, be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Vapotherm Inc), Loan and Security Agreement (Vapotherm Inc)
Covenant Default. (a) a. Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) b. Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Xeris Pharmaceuticals Inc), Loan and Security Agreement (NeoStem, Inc.)
Covenant Default. (a) Borrower Borrower, any Loan Party or any of its Subsidiaries their respective Subsidiaries, fails or neglects to perform any obligation in Sections 3.3 (Post-Closing Conditions), 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes; Pensions), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 6.8 (Protection and Registration of Intellectual Property Rights), 6.9 6.10 (Notice of Litigation Access to Collateral; Books and DefaultRecords), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, any Loan Party or any of its their respective Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan DocumentsDocuments to which it is party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower the relevant Loan Party be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower the relevant Loan Party shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Iterum Therapeutics PLC), Loan and Security Agreement
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 6.14 (Further AssurancesSecurities Corporation) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Sigilon Therapeutics, Inc.), Loan and Security Agreement (Sigilon Therapeutics, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Auspex Pharmaceuticals, Inc.), Loan and Security Agreement (Auspex Pharmaceuticals, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 6.2, 6.3, 6.4, 6.6, 6.8, or 6.9 (Financial Statementsprovided, Reportshowever, Certificatesa default under Section 6.9 in and of itself will not constitute an Event of Default with respect to the Term Loan, and Bank will not exercise its rights and remedies hereunder with respect to the Term Loan if the only default hereunder is a default under Section 6.9), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Energy & Power Solutions, Inc.), Loan and Security Agreement (Energy & Power Solutions, Inc.)
Covenant Default. (a) the Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes; Pensions), 6.5 (Insurance), 6.6 (Operating Collateral Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or the Borrower violates any covenant provision in Section 7; or.
(b) the Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten three (103) days Business Days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten three (103) day Business Day period or cannot after diligent attempts by the Borrower or such Subsidiary, as applicable, be cured within such ten three (103) day Business Day period, and such default is likely to be cured within a reasonable time, then the Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Revolving Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 2 contracts
Sources: Senior Secured Loan and Security Agreement (Reed's, Inc.), Senior Secured Loan and Security Agreement (Reed's, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Section 2.7, Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) ), 6.12 (Performance Covenant), or 6.13 (Further Assurances) Liquidity Covenant), or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loan shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Celcuity Inc.), Loan and Security Agreement (Celcuity Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 6.5 (Taxes), 6.5 6.6 (Insurance), 6.6 6.7 (Operating Accounts), 6.7 6.8 (Financial Covenant), 6.9 (Protection of Intellectual Property Rights), 6.9 6.11 (Notice of Litigation and Default), 6.11 6.12 (Landlord Waivers; Bailee Waivers), 6.12 6.13 (Creation/Acquisition of Subsidiaries) ), or 6.13 6.15 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (ConforMIS Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements6.2, Reports6.3, Certificates6.4, 6.5, 6.6, 6.8, 6.9, 6.10(c), 6.4 (Taxes)or 6.12, 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7. Notwithstanding the foregoing, if Borrower fails to comply with the financial covenant set forth in Section 6.9(b) for any Free Cash Flow Testing Period, it shall not be deemed to be an Event of Default if Borrower provides evidence to Bank, satisfactory to Bank in its sole discretion, within two (2) Business Days’ of Bank’s request therefor, that Borrower had an Adjusted Quick Ratio of at least 0.80:1.0 at all times during such Free Cash Flow Testing Period; or
(b) Borrower, or any of its Subsidiaries, Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (101 0) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace Cure periods provided under this Section section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection clause (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Basis Global Technologies, Inc.), Loan and Security Agreement (Basis Global Technologies, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 Accounts)¸6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after following receipt of notice by Borrower from Collateral Agent of the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Sientra, Inc.), Loan and Security Agreement (Sientra, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 6.10 (Landlord Waivers; Bailee Waivers), 6.12 6.11 (Creation/Acquisition of Subsidiaries) or 6.13 6.12 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Inhibrx, Inc.), Loan and Security Agreement (Inhibrx, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty forty (3040) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Lombard Medical, Inc.), Loan and Security Agreement (Lombard Medical, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 6.10 (Landlord Waivers; Bailee WaiversFinancial Covenant), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 77 or Section 13; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereofearlier of (i) the date on which an executive officer (including, without limitation, a president, chief executive officer, chief financial officer, secretary, vice president or general counsel) of Borrower becomes aware, or through the exercise of reasonable diligence should have become aware, of such failure and (ii) the date on which notice shall have been given to Borrower from Collateral Agent; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Cytori Therapeutics, Inc.), Loan and Security Agreement (Cytori Therapeutics, Inc.)
Covenant Default. (a) If any Borrower fails to perform any obligation under Section 6.2, 6.4, 6.5, 6.6, 6.7, 6.11 or 6.12 or violates any of its Subsidiaries the covenants contained in Article 7 of this Agreement; or
(b) If any Borrower fails or neglects to perform any obligation in Sections 6.2 (Financial Statementsunder Section 6.1, Reports6.3, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights)6.8, 6.9 (Notice or 6.10 and has failed to cure such default within 10 days after any Borrower receives notice thereof or any officer of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or any Borrower violates any covenant in Section 7becomes aware thereof; or
(bc) Borrower, or If any of its Subsidiaries, Borrower fails or neglects to perform, keep, perform or observe any other material term, provision, condition, covenant or agreement contained in this Agreement or Agreement, in any of the Loan Documents, or in any other present or future agreement between any Borrower and Bank and as to any default (other than those specified in this Section 8) under such other term, provision, condition, condition or covenant or agreement that can be cured, has failed to cure the such default within ten (10) days after the occurrence any Borrower receives notice thereof or any officer of any Borrower becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower Borrowers be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower Borrowers shall have an additional reasonable period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, so long as Borrowers continue to diligently attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but no Credit Extensions shall will be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) abovemade;
Appears in 2 contracts
Sources: Loan and Security Agreement (Upland Software, Inc.), Loan and Security Agreement (Upland Software, Inc.)
Covenant Default. (a) If Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections under Section 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), or Section 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant of the covenants or provisions contained in Section 7Article 7 of this Agreement; or
(b) BorrowerExcept as specifically provided in subsection (a) above, or any of its Subsidiaries, if Borrower fails or neglects to perform, keep, or observe perform any other term, provision, condition, covenant obligation under Article 6 or agreement contained in this Agreement or violates any Loan Documentsother provision of Article 6, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the such default within ten (10) 10 days after Borrower receives notice thereof or any officer of Borrower becomes aware thereof; or
(c) Except as specifically provided in subsections (a) and (b) above, if Borrower fails or neglects to perform or observe any other material term, provision, condition, covenant contained in this Agreement, in any of the occurrence Loan Documents, or in any other present or future agreement between Borrower and Bank and as to any default under such other term, provision, condition or covenant that can be cured, has failed to cure such default within 15 days after Borrower receives notice thereof or any officer of Borrower becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) 15 day period or cannot after diligent attempts by Borrower be cured within such ten (10) 15 day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period (which shall not in any case exceed thirty (30) 45 days) to attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but no Credit Extensions shall will be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) abovemade;
Appears in 2 contracts
Sources: Loan and Security Agreement (Multimedia Games Inc), Loan and Security Agreement (Multimedia Games Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, apply to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Halozyme Therapeutics Inc), Loan and Security Agreement (Halozyme Therapeutics Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 6.3 (Account Receivable), 6.5 (Taxes), 6.5 6.6 (Insurance), 6.6 6.7 (Operating Accounts), 6.7 6.9 (Protection of Intellectual Property Rights), 6.9 6.11 (Notice of Litigation and Default), 6.11 6.12 (Landlord Waivers; Bailee Waivers), 6.12 6.13 (Creation/Acquisition of Subsidiaries) ), or 6.13 6.15 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (ConforMIS Inc), Loan and Security Agreement (ConforMIS Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) ), or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Acceleron Pharma Inc), Loan and Security Agreement (Acceleron Pharma Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 6.10 (Landlord Waivers; Bailee WaiversFinancial Covenant), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Sutro Biopharma Inc), Loan and Security Agreement (Sutro Biopharma Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under For purposes of this Section 8.2(b) only, “Subsidiaries” shall not applyexclude any single Subsidiary or group of Subsidiaries where such Subsidiary’s revenue or such group of Subsidiaries’ revenue (in each case in accordance with GAAP) or assets is less than 5.0% of the aggregate (A) revenue or (B) assets, among other thingsof the Borrower and all its Subsidiaries, to financial covenants or any other covenants set forth in subsection (a) above;each case measured on a consolidated basis for the Borrower and all its Subsidiaries.
Appears in 2 contracts
Sources: Loan and Security Agreement (Imprimis Pharmaceuticals, Inc.), Loan and Security Agreement (Imprimis Pharmaceuticals, Inc.)
Covenant Default. (a) Borrower any Credit Party or any of its their Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, any Credit Party or any of its their Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower the Credit Parties shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Durata Therapeutics, Inc.), Loan and Security Agreement (Durata Therapeutics, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower or such Subsidiary, as applicable, be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;Default.
Appears in 2 contracts
Sources: Loan and Security Agreement (Cardiva Medical, Inc.), Loan and Security Agreement (Ardelyx, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries If an Obligor fails or neglects to perform any obligation in under Sections 6.2 (Financial Statementsfinancial statements, Reportsreports, Certificatescertificates), 6.4 (Taxestaxes), 6.5 (Insuranceinsurance), 6.6 (Operating Accountsdeposit accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Defaultfinancial covenants), 6.11 (Landlord Waivers; Bailee Waiversfurther assurances), or 6.12 (Creation/Acquisition of Subsidiariesmaterial contracts) or 6.13 (Further Assurances) or Borrower violates any covenant of the covenants contained in Section 7Article 7 of this Agreement; or
(b) Borrower, or any of its Subsidiaries, If an Obligor fails or neglects to perform, keep, perform or observe any other material term, provision, condition, covenant or agreement contained in this Agreement or Agreement, in any of the Loan Documents, or in any other present or future agreement between an Obligor and Bank and as to any default (other than those specified in this Section 8) under such other term, provision, condition, condition or covenant or agreement that can be cured, has failed to cure the such default within ten (10) 10 days after the occurrence such Obligor receives notice thereof or any officer of such Obligor becomes aware thereof; provided, however, provided that if the default cannot by its nature be cured within the ten (10) 10 day period or cannot after diligent attempts by Borrower such Obligor be cured within such ten (10) 10 day period, and such default is likely to be cured within a reasonable time, then Borrower such Obligor shall have an additional reasonable period (which shall not in any case exceed thirty (30) days30 days after such Obligor receives notice thereof or any officer of such Obligor becomes aware thereof) to attempt to cure such default, so long as such Obligor continues to diligently attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but no Credit Extensions shall will be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;made.
Appears in 2 contracts
Sources: Loan and Security Agreement (Max International Inc), Loan and Security Agreement (Max International Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 ), 6.11 (Further AssurancesMinimum Liquidity), 6.12 (Board Observation Rights) or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loan shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Transenterix Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries Any Loan Party fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), ) or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, Any Loan Party fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days Business Days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (1015) day Business Day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other the covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Pliant Therapeutics, Inc.), Loan and Security Agreement (Pliant Therapeutics, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Zogenix, Inc.), Loan and Security Agreement (NanoString Technologies Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries), 6.12 (Notification and Consultation), Annex C (Merger Agreement Financing Provisions) or 6.13 (Further Assurances) or Borrower any Loan Party violates any covenant provision in Section 7; or
(b) Borrower, or any of its SubsidiariesGuarantor, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower or such Guarantor, as applicable, be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Vapotherm Inc), Loan and Security Agreement (Vapotherm Inc)
Covenant Default. (a) Borrower Any Loan Party or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 3.5 (Financial Statements, Reports, CertificatesPost-Close Obligations), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 6.14 (Further AssurancesRequired Calls) or Borrower any Loan Party violates any covenant provision in Section 7;
(b) Any Loan Party or any of its Subsidiaries fails or neglects to perform any obligation in 6.2 (Financial Statements, Reports, Certificates), or 6.7 (Protection of Intellectual Property Rights) and following notification of such failure or neglect by the Agent fails to cure such failure or neglect within two (2) Business Days; or
(bc) BorrowerAny Loan Party, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower such Loan Party or such Subsidiary, as applicable, be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower such Loan Party shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 2 contracts
Sources: Loan and Security Agreement (LumiraDx LTD), Loan and Security Agreement (LumiraDx LTD)
Covenant Default. (a) If Borrower fails to perform any obligation under Section 6.2, 6.4, 6.5, 6.6, 6.7, 6.10, 6.11 or 6.12, or violates any of its Subsidiaries the covenants contained in Article 7 of this Agreement;
(b) If Borrower fails or neglects to perform any obligation in Sections 6.2 under Section 6.1, 6.3, 6.8 or 6.9 and has failed to cure such default within ten (Financial Statements, Reports, Certificates), 6.4 10) days after the earlier to occur of (Taxes), 6.5 i) Borrower’s receipt of notice thereof or (Insurance), 6.6 (Operating Accounts), 6.7 (Protection ii) the date any officer of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord WaiversBorrower becomes aware thereof; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7however during such cure period no Credit Extensions will be made; or
(bc) Borrower, or any of its Subsidiaries, If Borrower fails or neglects to perform, keep, perform or observe any other material term, provision, condition, covenant or agreement contained in this Agreement or Agreement, in any of the Loan Documents, or in any other present or future agreement between Borrower and Bank and as to any default (other than those specified in this Section 8) under such other term, provision, condition, condition or covenant or agreement that can be cured, has failed to cure the such default within ten fifteen (1015) days after the occurrence Borrower receives notice thereof or any officer of Borrower becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, so long as Borrower continues to diligently attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but no Credit Extensions shall will be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) abovemade;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), ) or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Conatus Pharmaceuticals Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) [***] days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) [***] day period or cannot after diligent attempts by Borrower be cured within such ten (10) [***] day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) [***] days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loan shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) ), or 6.13 (Further Assurances) Liquidity Covenant), Borrower violates any provision in Section 7 or Borrower violates any provision of the Letter Agreement;
(b) Borrower fails or neglects to perform its obligation under Section 6.12 (Financial Covenant); provided, however, as long as the Borrower (i) within 21 days following a failure to satisfy such Performance Covenant provides a written notification to Collateral Agent of Borrower’s intent to close a Qualified Financing Event within the Cure Period and (ii) is proceeding with good faith effort to consummate a Qualified Financing Event, a breach of Section 6.12 (Financial Covenant) shall not be deemed an Event of Default until the lapse of the Cure Period by which time such breach must have been cured as described below. In the event that the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.12, Borrower may cure such breach by means of submitting a new financial plan under which Borrower is expected to break even on a cash flow basis prior to Maturity Date (which financial plan shall be subject to the approval of Collateral Agent) and raising such amount of capital from Qualified Financing Event as required per such new financial plan, no later than sixty (60) days after the occurrence of the breach (the “Cure Period”), provided, that upon such cure the parties shall amend the covenant in Section 7; or6.12 in accordance with such new financial plan which amendment must be acceptable to Collateral Agent in its discretion;
(bc) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loan shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Rockwell Medical, Inc.)
Covenant Default. (a) If Borrower fails to perform any obligation under Section 6.2, 6.5, 6.6, 6.7, or 6.12 or violates any of its Subsidiaries the covenants contained in Article 7 of this Agreement;
(b) If Borrower fails or neglects to perform any obligation in Sections 6.2 under Section 6.1, 6.3, 6.4, 6.8, 6.9, or 6.10 and has failed to cure such default within ten (Financial Statements, Reports, Certificates), 6.4 10) days after the earlier to occur of (Taxes), 6.5 i) Borrower’s receipt of notice thereof or (Insurance), 6.6 (Operating Accounts), 6.7 (Protection ii) the date any officer of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord WaiversBorrower becomes aware thereof; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7however during such cure period no Credit Extensions will be made; or
(bc) Borrower, or any of its Subsidiaries, If Borrower fails or neglects to perform, keep, perform or observe any other material term, provision, condition, covenant or agreement contained in this Agreement or Agreement, in any of the Loan Documents, or in any other present or future agreement between Borrower and Bank and as to any default (other than those specified in this Section 8) under such other term, provision, condition, condition or covenant or agreement that can be cured, has failed to cure the such default within ten twenty (1020) days after the occurrence Borrower receives notice thereof or any officer of Borrower becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the ten twenty (1020) day period or cannot after diligent attempts by Borrower be cured within such ten twenty (1020) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, so long as Borrower continues to diligently attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but no Credit Extensions shall will be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) abovemade;
Appears in 1 contract
Covenant Default. (a) Borrower If Issuer or any of its Subsidiaries other Co-Obligor fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 or violates any covenant) under Article 6 (Taxes), 6.5 provided that the Co-Obligors shall have a sixty (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries60) day cure period with respect to Section 6.22) or 6.13 (Further Assurances) or Borrower violates any covenant of the covenants contained in Section 7Article 7 above; or
(b) Borrower, If Issuer or any of its Subsidiaries, other Co-Obligor fails or neglects to perform, keep, perform or observe any other material term, provision, condition, covenant or agreement contained in this Agreement or Agreement, in any Loan of the other Finance Documents, or in any other present or future agreement with Servicer and/or Disbursing Agent and as to any default (other than those specified in this Section 8) under such other term, provision, condition, condition or covenant or agreement that can be cured, has failed to cure the such default within ten (10) days Business Days after the occurrence receiving notice thereof or any officer thereof becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day Business Day period or cannot after diligent attempts by Borrower Issuer or such other Co-Obligor be cured within such ten (10) day Business Day period, and such default is likely to be cured within a reasonable time, then Borrower Issuer or such Co-Obligor shall have an additional reasonable period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but no Credit Extensions shall be made during Default, provided that in each case Issuer or such cure period). Grace periods provided under this Section shall not apply, among other things, Co-Obligor is making diligent efforts to financial covenants or any other covenants set forth in subsection (a) aboveeffect such cure;
Appears in 1 contract
Sources: Proceeds Disbursing and Security Agreement (Carbon Revolution Public LTD Co)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Financial Covenant), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten twenty (1020) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten twenty (1020) day period or cannot after diligent attempts by Borrower be cured within such ten twenty (1020) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which additional period shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Aclaris Therapeutics, Inc.)
Covenant Default. (a) Borrower Any Loan Party or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) such Loan Party or Borrower any such Subsidiary violates any covenant provision in Section 7; or
(b) BorrowerAny Loan Party, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower such Loan Party or such Subsidiary, as applicable, be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower such Loan Party shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 1 contract
Sources: Loan and Security Agreement (Apollo Endosurgery, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 3.5 (Post-Close Obligations), 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 6.11 (Further AssurancesFinancial Covenant), 6.12 (MSC Investment Covenant) or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower or such Subsidiary, as applicable, be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 1 contract
Sources: Loan and Security Agreement (Rubius Therapeutics, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates)) , 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Kezar Life Sciences, Inc.)
Covenant Default. 28
(ai) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 6.02 (Financial Statements, Reports, Certificates), 6.4 6.04 (Taxes), 6.5 6.05 (Insurance), 6.6 6.06 (Operating Accounts), 6.7 6.07 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 6.09 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 ), 6.12 (Further AssurancesPost-Closing Obligations) or Borrower violates any covenant provision in Section 7; or;
(bii) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such Person is a party, and as to any default (other than those specified in this Section 8) 8.01) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten thirty (1030) days after the occurrence thereofearlier of (i) receipt of written notice of such default from Lender or (ii) Borrower’s actual knowledge of such default; provided, however, that if the default cannot by its nature be cured within the ten thirty (1030) day period or cannot after diligent attempts by Borrower or such Subsidiary, as applicable, be cured within such ten thirty (1030) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Revolving Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Section 2.7, Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries), 6.12 (Financial Covenant) or 6.13 (Further AssurancesLiquidity Covenant) or Borrower violates any provision in Section 7; provided, however, in the event that the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.12, Borrower may cure such breach by means of submitting a new financial plan to Collateral Agent under which Borrower will breakeven on a cashflow basis prior to Maturity Date (which financial plan must be acceptable to Collateral Agent and approved by Borrower’s Board of Directors) no later than thirty (30) days after the occurrence of the breach of the financial covenant and raising, no later than thirty (30) days after the submission of such financial plan to Collateral Agent, such amount of capital from the sale and issuance of its equity securities as required per the new financial plan; provided, that upon such cure the parties shall amend the covenant in Section 76.12 in accordance with the new financial plan which amendment must be acceptable to Collateral Agent and shall, among other things, require Borrower to achieve the revenue projections set forth in the new financial plan; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loan shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries Loan Party fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; oror [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended
(b) Borrower, Borrower or any of its Subsidiaries, Loan Party fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days [*] after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day [*] period or cannot after diligent attempts by Borrower be cured within such ten (10) day [*] period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) [*] days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) If Borrower fails to perform any obligation under Sections 6.6 (primary accounts) or 6.7 (financial covenants), or violates any of its Subsidiaries the covenants contained in Article 7 of this Agreement;
(b) If Borrower fails to perform any obligation set forth in Sections 6.2 (financial reporting), 6.4 (taxes), or 6.5 (insurance), Borrower shall have ten (10) days to cure such default, and within such cure period the failure to have cured such default shall not be deemed an Event of Default but no Credit Extension will be made; or
(c) If Borrower fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other material term, provision, condition, or covenant or agreement contained in this Agreement or Agreement, in any of the Loan Documents, or in any other present or future agreement between Borrower and Bank and as to any default (other than those specified in this Section 8) under such other term, provision, condition, condition or covenant or agreement that can be cured, has failed to cure the such default within ten (10) days [***] after the occurrence Borrower receives notice thereof or any officer of Borrower becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day [***] period or cannot after diligent attempts by Borrower be cured within such ten (10) day [***] period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period (which shall not in any case exceed thirty (30) days[***]) to attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but no Credit Extensions shall will be made during such cure period)made. Grace periods provided under this Section shall not applyTheRealReal, among other things, to financial covenants or any other covenants set forth in subsection (a) above;Inc. LSA 14
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights) (solely with respect to the first sentence thereof), 6.9 (Notice of Litigation and Default), 6.10 (Minimum Cash), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;; WEST\281916571.5 18
Appears in 1 contract
Sources: Loan and Security Agreement (Reata Pharmaceuticals Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Financial Covenant), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) 8.1 and 8.2(a) above) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (aSection 8.2(a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Vera Therapeutics, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 3.3 (Post-Close Requirements), 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) ), or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereofearlier of Knowledge thereof by the Responsible Officers or notice of such failure from Collateral Agent; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower or such Subsidiary, as applicable, be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Performance To Plan), 6.11 (Landlord Waivers; Bailee Waivers), ) or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten twenty (1020) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten twenty (1020) day period or cannot after diligent attempts by Borrower be cured within such ten twenty (1020) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty forty (3040) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) If any Borrower or any of its Subsidiaries fails or neglects to perform any obligation in under Sections 6.2 (Financial Statements, Reports, Certificatesfinancial reporting), 6.4 (Taxestaxes), 6.5 (Insuranceinsurance), 6.6 (Operating Accountsprimary accounts), 6.7 6.7(a) (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), minimum cumulative revenue) or 6.12 (Creation/Acquisition of Subsidiariesamended and restated subordination agreement) or 6.13 (Further Assurances) or Borrower violates any covenant of the covenants contained in Section 7Article 7 of this Agreement; or
(b) Borrower, or If any of its Subsidiaries, Borrower fail to perform any obligation under Section 6.7(b) (Minimum Liquidity) and has failed to cure such default within 2 Business Days; or
(c) If any Borrower fails or neglects to perform, keep, perform or observe any other material term, provision, condition, or covenant or agreement contained in this Agreement or (other than the sections enumerated in Sections 8.2(a) and 8.2(b) above), in any of the Loan Documents, or in any other present or future agreement between any Borrower and Bank and as to any default (other than those specified in this Section 8) under such other term, provision, condition, condition or covenant or agreement that can be cured, has failed to cure the such default within ten (10) 15 days after the occurrence a Borrower receives notice thereof or any officer of a Borrower becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) 15 day period or cannot after diligent attempts by Borrower Borrowers be cured within such ten (10) 15 day period, and such default is likely to be cured within a reasonable time, then Borrower Borrowers shall have an additional reasonable period (which shall not in any case exceed thirty (30) 30 days) to attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but no Credit Extensions shall will be made during such cure period)made.”
17. Grace periods provided under this Section shall not apply, among other things, 9.4 of the Agreement hereby is amended and restated in its entirety to financial covenants or any other covenants set forth in subsection (a) above;read as follows:
Appears in 1 contract
Sources: Loan and Security Agreement (Diamond Eagle Acquisition Corp. \ DE)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocuments to which such person is party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower or such Subsidiary, as applicable, be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 1 contract
Covenant Default. (a) If Borrower fails to perform any obligation under Section 6.2, 6.4, 6.5, 6.6, 6.7, 6.11 or 6.12 or violates any of its Subsidiaries the covenants contained in Article 7 of this Agreement;
(b) If Borrower fails or neglects to perform any obligation in under Sections 6.2 (Financial Statements6.1, Reports6.3, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights)6.8, 6.9 (Notice or 6.10 and has failed to cure such default within 10 days after Borrower receives notice thereof or any officer of Litigation and Default), 6.11 (Landlord WaiversBorrower becomes aware thereof; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7however during such cure period no Credit Extensions will be made; or
(bc) Borrower, or any of its Subsidiaries, If Borrower fails or neglects to perform, keep, perform or observe any other material term, provision, condition, covenant or agreement contained in this Agreement or Agreement, in any of the Loan Documents, or in any other present or future agreement between Borrower and Bank and as to any default (other than those specified in this Section 8) under such other term, provision, condition, condition or covenant or agreement that can be cured, has failed to cure the such default within ten (10) days after the occurrence Borrower receives notice thereof or any officer of Borrower becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period (which shall not in any case without Bank’s consent exceed thirty (30) days) to attempt to cure such default, so long as Borrower continues to diligently attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but no Credit Extensions shall will be made during such cure period)made;”
25. Grace periods provided under this Section shall not apply, among other things, 8.4 of the Agreement is amended and restated to financial covenants or any other covenants set forth read in subsection (a) above;its entirety as follows:
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 3.3 (Post-Close Requirements), 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereofearlier of Knowledge thereof by the Responsible Officers or notice of such failure from Collateral Agent; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower or such Subsidiary, as applicable, be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 1 contract
Covenant Default. 31
(a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 3.6 (Post-Close Requirements), 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) ), or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereofearlier of Knowledge thereof by the Responsible Officers or notice of such failure from Collateral Agent; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower or such Subsidiary, as applicable, be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 1 contract
Covenant Default. (a) Borrower (i) Company, any other Loan Party or any of its their respective Subsidiaries violates any covenant in Section 6.2(a)(i), 6.2(a)(ii) or 6.2(a)(iii), Section 6.4 (Taxes), Section 6.11 (CK-586 Financing)or Article 7, (ii) Company, any other Loan Party or any of their respective Subsidiaries violates the last sentence of Section 2.2(b) or the last sentence of Section 6.9 (Notice of Default) or (iii) Company, any other Loan Party or any of their respective Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates) (other than Section 6.2(a)(i), 6.4 (Taxes6.2(a)(ii) or 6.2(a)(iii)), Section 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), Section 6.9 (Notice of Litigation and Default), 6.11 ) (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiariesother than the last sentence thereof) or 6.13 Section 6.10 (Further Assurances) and, solely in the case of this clause (a)(iii), Company has failed to cure such default within 10 days after the earlier of (A) receipt by Company or Borrower violates any covenant in Section 7of its Subsidiaries of notice of such default from RP or any Lender and (B) knowledge of such default by Company or any of its Subsidiaries; or
(b) BorrowerCompany, any other Loan Party or any of its Subsidiaries, their respective Subsidiaries fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section Article 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) 30 days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) 30 day period or cannot after diligent attempts by Borrower Company be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower Company shall have an additional period (which shall not in any case exceed thirty (30) 45 days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (aSection 8.2(a) above;
Appears in 1 contract
Sources: Development Funding Loan Agreement (Cytokinetics Inc)
Covenant Default. (a) Borrower Any Loan Party or any of its Subsidiaries fails or neglects to perform any obligation in Sections 3.5 (Post-Closing Obligations), 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower any Loan Party violates any covenant provision in Section 7; or
(b) Borroweror Any Loan Party, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten twenty (1020) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten twenty (1020) day period or cannot after diligent attempts by Borrower such Loan Party or such Subsidiary, as applicable, be cured within such ten twenty (1020) day period, and such default is likely to be cured within a reasonable time, then Borrower such Loan Party shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) If Borrower or any of its Subsidiaries fails or neglects to perform any obligation in under Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights)6.8, 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) 6.10 or Borrower violates any covenant of the covenants contained in Section 7Article 7 of this Agreement; notwithstanding the foregoing, if Borrower secures the Obligations with cash in which Bank has had a perfected security interest for not less than ninety (90) days on terms reasonably satisfactory to Bank or Bank otherwise agrees, then, for so long as the Obligations remain cash-secured, Borrower's failure to comply with any of Sections 6.8, 6.9 or 6.10 shall not be an Event of Default (provided that no Credit Extensions will be required to be made during such period of noncompliance unless those Cash Extensions are also secured by cash on terms reasonably satisfactory to Bank); or
(b) Borrower, or any of its Subsidiaries, If Borrower fails or neglects to perform, keep, or observe any other material term, provision, condition, covenant covenant, or agreement contained in this Agreement or Agreement, in any of the Loan Documents, or in any other present or future agreement between Borrower and Bank and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the such default within ten twenty (1020) days after the earlier of the date that Borrower knew or reasonably should have known of the occurrence thereofthereof or the date that Bank gives Borrower notice of such default; provided, however, that if the default cannot by its nature be cured within the ten twenty (1020) day period or cannot after diligent attempts by Borrower be cured within such ten twenty (1020) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period (which shall not in any case exceed thirty forty-five (3045) days) to attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but provided that no Credit Extensions shall will be required to be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries Loan Party fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 6.10 (Landlord Waivers; Bailee Waivers), 6.12 6.11 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, Loan Party fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 6.10 (Landlord Waivers; Bailee Waivers), 6.12 6.11 (Creation/Acquisition of Subsidiaries) ), or 6.13 (Further AssurancesMinimum Cash Balance) or Borrower violates any covenant in Section 7; or
7 (b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Inhibrx Biosciences, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries), 6.13 (SOBI Payment) or 6.13 6.14 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Selecta Biosciences Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Section 2.4, Section 5 (other than Sections 6.2 5.2 (Financial Statements, Reports, CertificatesGovernment Compliance), 6.4 5.12 (TaxesLitigation Cooperation), 6.5 5.15 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation Inventory; Returns) and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 5.16 (Further Assurances)) or Borrower violates any covenant in Section 76; or
(b) Borrower, or any of its Subsidiaries, Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) 7) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace Cure periods provided under this Section section shall not apply, among other things, to financial covenants covenants, if any, or any other covenants that are required to be satisfied, completed or tested by a date certain or any covenants set forth in subsection clause (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Singular Genomics Systems, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice Notices of Litigation and Default), ) or 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Borrower’s Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan DocumentsDocuments (other than the Warrants), and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or ), 6.13 (Further Assurances) or 6.14 (Distributions by LLC to Halozyme) or Borrower violates any covenant in Section 7; oror 16
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, apply to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Halozyme Therapeutics Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Minimum Revenue), 6.11 (Landlord Waivers; Bailee Waivers), or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten twenty (1020) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten twenty (1020) day period or cannot after diligent attempts by Borrower be cured within such ten twenty (1020) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Puma Biotechnology, Inc.)
Covenant Default. (a) If Borrower or any of its Subsidiaries fails or neglects to perform any obligation in under Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxestaxes), 6.5 (Insuranceinsurance), 6.6 (Operating Accountsprimary accounts) or 6.7 (financial covenants), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant of the covenants contained in Section 7Article 7 of this Agreement; or
(b) BorrowerIf Borrower fails to perform any obligation set forth in Section 6.2 (financial reporting), or any Borrower shall have 10 days to cure such default, and within such cure period the failure to have cured such default shall not be deemed an Event of its Subsidiaries, Default but no Credit Extensions will be made; or
(c) If Borrower fails or neglects to perform, keep, perform or observe any other material term, provision, condition, covenant or agreement contained in this Agreement or Agreement, in any of the Loan Documents, or in any other present or future agreement between Borrower and Bank and as to any default (other than those specified in this Section 8) under such other term, provision, condition, condition or covenant or agreement that can be cured, has failed to cure the such default within ten (10) 15 days after the occurrence Borrower receives notice thereof or any officer of Borrower becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) 15 day period or cannot after diligent attempts by Borrower be cured within such ten (10) 15 day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period (which shall not in any case exceed thirty (30) 30 days) to attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but no Credit Extensions shall will be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) abovemade;
Appears in 1 contract
Sources: Loan and Security Agreement (Igi Laboratories, Inc)
Covenant Default. (a) If Borrower or any of its Subsidiaries fails or neglects to perform any obligation ---------------- under Article 6 or violates any of the covenants contained in Article 7 of this Agreement, provided that if Borrower fails to perform any obligation under Article 6 (except those contained in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights)6.8, 6.9 and 6.10) that can be cured, Borrower shall have five (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries5) or 6.13 (Further Assurances) or Business Days after Borrower violates any covenant in Section 7; or
(b) Borrower, receives notice thereof from Bank or any officer of its Subsidiaries, Borrower becomes aware thereof to cure such default. If Borrower fails or neglects to perform, keep, or observe any other material term, provision, condition, covenant covenant, or agreement contained in this Agreement (other than those contained in Article 6 or Article 7 of this Agreement) in any of the Loan Documents, or in any other present or future agreement between Borrower and Bank and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the such default within ten thirty (1030) days after the occurrence Borrower receives notice thereof from Bank or any officer of Borrower becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the ten thirty (1030) day period or cannot after diligent attempts by Borrower be cured within such ten thirty (1030) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period (which shall not in any case exceed thirty sixty (3060) days) to attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but provided that no Credit Extensions shall will be required to be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Loudeye Technologies Inc)
Covenant Default. (a) Borrower or If any of its Subsidiaries Loan Party fails or neglects to perform any obligation in under Sections 6.2 (Financial Statements6.3, Reports6.4, Certificates)or 6.5, 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant of the covenants contained in Article 7 of this 28 Agreement; or if any Loan Party fails to perform any obligation under Section 7; or6.2 within three (3) days of when due.
(b) Borrower, or If any of its Subsidiaries, Loan Party fails or neglects to performperform or observe any obligation under Section 6.7, keepand any such covenant default can be cured, has failed to cure such default within ten (10) days after the earlier of the date Borrower receives notice thereof or any officer of any Loan Party becomes aware thereof; provided, however, such ten (10) day cure right may only be exercised one time during the term of this Agreement.
(c) If any Loan Party fails or neglects to perform or observe any other term, provision, condition, covenant or agreement contained in this Agreement or in any of the Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, condition or covenant or agreement that can be cured, has failed to cure the such default within ten (10) days after the occurrence earlier of the date Borrower receives notice thereof or any officer of any Loan Party becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower or such Loan Party be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower or such Loan Party shall have an additional reasonable period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, so long as Borrower or such Loan Party continues to diligently attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but no the Lenders shall not be required to make any Credit Extensions (and shall be made during permitted in their sole discretion to decline to make any Credit Extension) unless and until such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;default is cured.
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Financial Covenant), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or ), 6.13 (Further Assurances) or 6.14 (Accounts Receivable) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or ), 6.12 (Financial Covenant), 6.13 (Further AssurancesLiquidity Covenant), or 6.14 (Post-Closing Obligations) or Borrower violates any provision in Section 7; provided, however, in the event that Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.12, Borrower may cure such breach by means of submitting a new Board-approved financial plan to Collateral Agent under which Borrower is expected to (i)(x) break even on a cash flow basis prior to Maturity Date (which financial plan must be acceptable to Collateral Agent in its sole discretion) and (y) pay all of its Obligations under the Loan Documents (including, without limitation, all payments of interest and principal), no later than thirty (30) days after the occurrence of the breach of the financial covenant and (ii) raise, no later than thirty (30) days after the submission of such financial plan to Collateral Agent, such amount of capital from the sale and issuance of its equity securities having terms acceptable to Required Lenders as required per the new financial plan; provided, that upon such cure a set forth in (i) and (ii) above, the parties shall amend the covenant in Section 76.12 in accordance with the new financial plan which amendment must be acceptable to Collateral Agent and shall, among other things, require Borrower to achieve One Hundred percent (100.00%) of the revenue projections set forth in the new financial plan; provided further, in the event that Borrower fails to comply with the requirement to deliver an Unqualified Audit Opinion on the financial statements set forth in Section 6.2(a)(ii), Borrower may cure such breach by either (i) raising, no later than sixty (60) days following the date of such audit opinion, an amount of capital, from the sale and issuance of its equity securities or Subordinated Debt, in each case on terms acceptable to Required Lenders, equal to the difference between the Borrower’s projected twelve months cash burn and the Borrower’s cash balance at the time of the audit opinion, or (ii) electing to increase the applicable minimum Liquidity Covenant in Section 6.13 to 35% of the aggregate principal amount of Term Loans funded (subject to appropriate increase in the event of Borrower’s delinquency in payment of its rent or accounts payable to critical vendors) until the issuance of an Unqualified Audit Opinion; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loan shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Financial Covenant), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or ), 6.13 (Further Assurances) or 6.14 (Israeli Subsidiary Dissolution) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (LogicBio Therapeutics, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries), 6.13 (Liquidity Covenant) or 6.13 6.14 (Further Assurances) Repayment of Term B Loan), Borrower violates any provision in Section 7 or Borrower violates any provision of the Letter Agreement;
(b) Borrower fails or neglects to perform its obligation under Section 6.12 (Financial Covenant); provided, however, as long as the Borrower (i) within 21 days following a failure to satisfy such Performance Covenant provides a written notification to Collateral Agent of Borrower’s intent to close a Qualified Financing Event within the Cure Period and (ii) is proceeding with good faith effort to consummate a Qualified Financing Event, a breach of Section 6.12 (Financial Covenant) shall not be deemed an Event of Default until the lapse of the Cure Period by which time such breach must have been cured as described below. In the event that the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.12, Borrower may cure such breach by means of submitting a new financial plan under which Borrower is expected to break even on a cash flow basis prior to Maturity Date (which financial plan shall be subject to the approval of Collateral Agent) and raising such amount of capital from Qualified Financing Event as required per such new financial plan, no later than sixty (60) days after the occurrence of the breach (the “Cure Period”), provided, that upon such cure the parties shall amend the covenant in Section 7; or6.12 in accordance with such new financial plan which amendment must be acceptable to Collateral Agent in its discretion;
(bc) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loan shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Rockwell Medical, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts)6.5, 6.7 (Protection of Intellectual Property Rights)or 6.9, 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower fails to comply with the obligations set forth in Section 6.2, provided that with respect to Borrower’s obligations thereunder, or any not more than once a year, Borrower shall have an additional ten (10) day period within which to comply the reporting provisions thereof as long as Borrower provides written notice of its Subsidiaries, intent to avail itself of such additional period and provides a reasonable explanation therefor; or
(c) Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days Business Days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day Business Day period or cannot after diligent attempts by Borrower be cured within such ten (10) day Business Day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during until such cure perioddefault is cured). Grace periods provided under this Section section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) or subsection (b) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Mindspeed Technologies, Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries Any Loan Party fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 Section 6.7 (Operating Accounts), 6.7 Section 6.9 (Protection of Intellectual Property Rights), 6.9 Section 6.10 (Notice of Litigation and Default), Section 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of SubsidiariesFinancial Covenant) or 6.13 Section 6.15 (Further Assurances) or Borrower any Loan Party violates any covenant in Section 7; or
(b) BorrowerLoan Parties fail to comply with Section 6.2, or and has failed to cure such default within five (5) Business Days (provided that such right to cure shall cease to apply after the third breach of such provision in any of its Subsidiaries, fiscal year);
(c) Any Loan Party fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten thirty (1030) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten thirty (1030) day period or cannot after diligent attempts by Borrower such Loan Party be cured within such ten thirty (1030) day period, and such default is likely to be cured within a reasonable time, then Borrower such Loan Party shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) or (b) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Orthofix Medical Inc.)