Common use of End of Term Charge Clause in Contracts

End of Term Charge. On the earliest to occur of (i) October 1, 2026, (ii) the date that Borrower prepays the outstanding Secured Obligations (other than any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) in full, or (iii) the date that the Secured Obligations become due and payable in full pursuant to the terms of this Agreement, Borrower shall pay Lenders a charge of Seven Million Five Hundred Thousand Dollars ($7,500,000) (the “Initial End of Term Charge”). On the earliest to occur of (i) the Term Loan Maturity Date, (ii) the date that Borrower prepays the outstanding Secured Obligations (other than any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) in full, or (iii) the date that the Secured Obligations become due and payable in full pursuant to the terms of this Agreement, Borrower shall pay Lenders a charge of the sum of (A) One Million Dollars ($1,000,000), plus (B) 3.00% of the aggregate original principal amount of the Term Loan Advances made hereunder (but excluding the original principal amount of the Term Loan Advances made under Tranche I) (the “Subsequent End of Term Charge”; together with the Initial End of Term Charge, collectively, the “End of Term Charge”). Notwithstanding the required payment date of such End of Term Charge, the applicable pro rata portion of the End of Term Charge shall be deemed earned by Lenders on the date the applicable Term Loan Advance is made. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately preceding Business Day.”

Appears in 1 contract

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

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End of Term Charge. (a) On the earliest to occur of (i) October 1, 2026the Term Loan Maturity Date, (ii) the date that Borrower prepays Borrowers prepay the outstanding Secured Obligations (other than any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) in full, or (iii) the date that the Secured Obligations become due and payable in full (including without limitation, by acceleration of the Secured Obligations during an Event of Default pursuant to the terms of this AgreementSection 10), Borrower Borrowers shall pay the Lenders a charge in an amount equal to 5.25% of Seven Million Five Hundred Thousand Dollars ($7,500,000) (the “Initial End aggregate original principal amount of Term Charge”). On the earliest to occur of (i) the Term Loan Maturity DateAdvances made hereunder, (ii) provided that in the date that Borrower prepays event of a partial prepayment the outstanding Term Loan, Borrowers shall pay, together with any such prepayment, a charge equal to 5.25% of the principal amount being prepaid, and upon the repayment in full of all Secured Obligations (other than any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) in full, or (iii) the date that the Secured Obligations become due and payable in full pursuant to the terms of this Agreement, Borrower shall pay Lenders a charge of the sum of (A) One Million Dollars ($1,000,000), plus (B) 3.00an amount equal to 5.25% of the aggregate original principal amount of the Term Loan Advances made hereunder (but excluding less the original principal aggregate amount of the Term Loan Advances made under Tranche I) (the “Subsequent End of Term Charge”; together all charges paid in accordance with the Initial End of Term Chargeforegoing in connection with all prior partial prepayments (such charges, collectively, the “End of Term ChargeCharge I”). Notwithstanding the required payment date of such End of Term ChargeCharge I, the applicable pro rata portion of the End of Term Charge shall be deemed earned by the Lenders on the as of each date the applicable a Term Loan Advance is made. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately preceding following Business Day.

Appears in 1 contract

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

End of Term Charge. On the earliest to occur of (i) October 1, 2026the Term Loan Maturity Date, (ii) the date that Borrower prepays Borrowers prepay the outstanding Secured Obligations (other than any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) in full, or (iii) the date that the Secured Obligations become due and payable in full (including without limitation, by acceleration of the Secured Obligations during an Event of Default pursuant to the terms of this AgreementSection 10), Borrower Borrowers shall pay the Lenders a charge in an amount equal to 5.25% of Seven Million Five Hundred Thousand Dollars ($7,500,000) (the “Initial End aggregate original principal amount of Term Charge”). On the earliest to occur of (i) the Term Loan Maturity DateAdvances made hereunder, (ii) provided that in the date that Borrower prepays event of a partial prepayment the outstanding Term Loan, Borrowers shall pay, together with any such prepayment, a charge equal to 5.25% of the principal amount being prepaid, and upon the repayment in full of all Secured Obligations (other than any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) in full, or (iii) the date that the Secured Obligations become due and payable in full pursuant to the terms of this Agreement, Borrower shall pay Lenders a charge of the sum of (A) One Million Dollars ($1,000,000), plus (B) 3.00an amount equal to 5.25% of the aggregate original principal amount of the Term Loan Advances made hereunder (but excluding less the original principal aggregate amount of the Term Loan Advances made under Tranche I) (the “Subsequent End of Term Charge”; together all charges paid in accordance with the Initial End of Term Chargeforegoing in connection with all prior partial prepayments (such charges, collectively, the “End of Term Charge”). Notwithstanding the required payment date of such End of Term Charge, the applicable pro rata portion of the End of Term Charge shall be deemed earned by the Lenders on the as of each date the applicable a Term Loan Advance is made. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately preceding following Business Day.

Appears in 1 contract

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

End of Term Charge. (a) On the earliest to occur of (i) October 1, 2026, (ii) the any date that Borrower partially prepays the outstanding Secured Obligations pursuant to Section 2.5 (other than than, for the avoidance of doubt, any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) partial prepayment that would result in all remaining outstanding Secured Obligations being prepaid in full, or (iii) the date that the Secured Obligations become due and payable in full pursuant to the terms of this Agreement), Borrower shall pay the Lenders a charge of Seven Million Five Hundred Thousand Dollars equal to four point ninety- five percent ($7,500,0004.95%) of the aggregate principal amount of such Term Loan Advances being prepaid. (the “Initial End of Term Charge”). b) On the earliest to occur of (i) the Term Loan Maturity Date, (ii) the date that Borrower prepays the outstanding Secured Obligations (other than any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) in full, or (iii) the date that the Secured Obligations become due and payable in full (including by acceleration of the Secured Obligations during an Event of Default) pursuant to the terms of this Agreement, Borrower shall pay the Lenders a charge of the sum of equal to (Ai) One Million Dollars four point ninety-five percent ($1,000,000), plus (B4.95%) 3.00% of the aggregate original principal amount of the Term Loan Advances made hereunder minus (but excluding ii) the original principal aggregate amount of the Term Loan Advances payments made under Tranche Ipursuant to Section 2.6(a) (the “Subsequent End of Term Charge”; together collectively, with the Initial End of Term Charge, collectivelyany charge required to be paid pursuant to Section 2.6(a), the “End of Term Charge”). (c) Notwithstanding the required payment date of such End of Term Charge, the applicable pro rata portion of the End of Term Charge with respect to any Advance shall be deemed earned by the Lenders on the date as of the applicable Term Loan Advance is madeDate. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately preceding Business Day.”. 2.7

Appears in 1 contract

Samples: Loan and Security Agreement (Replimune Group, Inc.)

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End of Term Charge. On the earliest to occur of (i) October 1, 2026, (ii) the date that Borrower prepays the outstanding Secured Obligations (other than any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) in full, or (iii) the date that the Secured Obligations become due and payable in full pursuant to the terms of this Agreement, Borrower shall pay Lenders a charge of Seven Million Five Hundred Thousand Dollars ($7,500,000) (the “Initial End of Term Charge”). On the earliest to occur of (i) the Term Loan Maturity Date, (ii) the date that Borrower prepays in full or in part the outstanding Secured Obligations (other than any inchoate indemnity obligations, any obligations under Bank Services Agreements that are cash collateralized in accordance with Section 3.3 of this Agreement and any other obligations which, by their terms, are to survive the termination of this Agreement) in full), or (iii) the date that the Secured Obligations become due and payable in full (including, without limitation, by acceleration of the Secured Obligations during an Event of Default pursuant to the terms of this AgreementSection 9), Borrower shall pay the Lenders a charge of the sum of five and one quarter percent (A5.25%) One Million Dollars ($1,000,000), plus (B) 3.00% of the aggregate original principal amount of the Term Loan Advances (x) in the case of partial prepayments under (ii) above, the amount being repaid on such date and (y) in the case of (i) and (iii) above, the amounts made hereunder (but excluding less the original principal aggregate amount of the Term Loan Advances made under Tranche I) (the “Subsequent End of Term Charge”; together all charges paid in accordance with the Initial End of Term Charge, collectively, foregoing in connection with all prior partial prepayments (the “End of Term Charge”). Notwithstanding the foregoing, the End of Term Charge shall not be payable in connection with any amortization payments required by Section 2.2(e) (unless any such amortization payment results in the payment in full of the Secured Obligations). Notwithstanding the required payment date of such End of Term Charge, the applicable pro rata portion of the End of Term Charge shall be deemed earned by the Lenders on as of the date the applicable Term Loan Advance is made. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately preceding Business Day. Notwithstanding (but without duplication with) the foregoing, on the Term Loan Maturity Date, if the End of Term Charge had not previously been paid in full in connection with the prepayment of the Term Loan Advances in full, Borrower shall pay to Lenders, the End of Term Charge in respect of the Term Loan Advances.

Appears in 1 contract

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

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