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

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

Appears in 4 contracts

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

AutoNDA by SimpleDocs

Access to Collateral; Books and Records. At reasonable times, on one three (13) Business Day’s Days' notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s 's Books. The foregoing inspections and audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent Bank’s 's then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s 's rights or remedies) Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 4 contracts

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

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 4 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole reasonable discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

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

Access to Collateral; Books and Records. At reasonable times, on at least one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections ; provided, however, that, so long as no Event of Default has occurred and is continuing, any audits shall be conducted no more often than once every twelve (12) 6 months (it being understood that audits taking place at one or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event locations of Default has occurred and is continuing in which case such inspections and audits Borrower during substantially the same overall examination period shall occur as often as Bank shall determine is necessaryconstitute but a single audit for purposes of the foregoing proviso). The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,000) 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

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

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

Appears in 3 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one two (12) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall parties contemplate that the initial audit will be conducted within sixty (60) days of the Effective Date, and thereafter such audits will be performed no more often frequently than once every twelve (12) months (or semi-annually, but nothing herein restricts Bank’s right to conduct such audits more frequently as if (i) Bank believes that it is advisable to do so in its sole discretion determines Bank’s good faith business judgment, or (ii) Bank believes in good faith that conditions warrant) unless an a Default or Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessaryoccurred. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,000) 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses; provided that the charges for each such audit shall not exceed $2,500 (but said limitation shall not apply if any Default or Event of Default has occurred and is continuing). In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to BankBank and Bank incurs a fee for such cancellation, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a such fee of Two Thousand Dollars ($2,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight (8) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight (8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve six (126) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses; provided, however, unless an Event of Default has occurred and is continuing, in no case shall the charge to Borrower for each inspection or audit exceed Ten Thousand Dollars ($10,000.00). In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

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

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve six (126) months (or more frequently as Bank in its sole discretion determines that conditions may warrant) , unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarycontinuing. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,000) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion determines good faith that conditions warrant) ), unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000.00) plus any documented out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. Bank agrees that the Initial Audit will be completed within sixty (60) days following the Effective Date. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion determines good faith that conditions warrant) ), unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000.00) plus any documented out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.. The Initial Audit shall be completed on or before the earlier of (i) the first (1st) anniversary of the Effective Date, or (ii) the date on which the aggregate principal amount of Advances made under the Revolving Line is equal to or greater than Five Million Dollars ($5,000,000.00),

Appears in 3 contracts

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

Access to Collateral; Books and Records. At reasonable timesAllow Bank, or its agents, to inspect the Collateral and audit and copy Borrower’s Books on one (1) Business Day’s prior notice (at reasonable times during normal business hours; provided that no notice is shall be required if during the continuance of an Event of Default has occurred and is continuing), Bank, Default. Such inspections or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank shall determine conditions warrant, in its sole discretion determines that conditions warrantsole, but reasonable, discretion) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. Borrower hereby acknowledges that Bank may conduct the first such audit within forty-five (45) days after the Effective Date (the “Initial Audit”). The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

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

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable and documented out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight (8) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight (8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two Thousand Dollars ($2,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one three (13) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expensesexpenses (together, the “Audit Fees”). Bank shall use its best efforts to ensure that the Audit Fees for any single audit do not exceed Six Thousand Dollars ($6,000). In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

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

Access to Collateral; Books and Records. At In addition to the Initial Audit, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right right, up to two (2) times per year (or more frequently (i) after the occurrence and during the continuance of an Event of Default, as Bank shall determine necessary, or (ii) at the direction of EXIM Bank), to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,000) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and audits shall be conducted no more often than once every twelve (12) months (or more as frequently as Bank determines in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight (8) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight (8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two Thousand Dollars ($2,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted Provided no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case continuing, such inspections and audits shall occur be conducted no more than twice every twelve (12) months or more frequently as often as Bank shall determine is necessaryconditions warrant. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,000) 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one three (13) Business Day’s Days notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve six (126) months (or more frequently as Bank in its sole discretion determines that shall reasonably determine conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 3 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant, but in no event more than two (2) times per year) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall reasonably determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable documented out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) days 10) days’ written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any documented out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve six (126) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion determines that conditions warrantdiscretion) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarycontinuing. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The In addition to the Initial Audit, the foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve six (126) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Bank and Borrower acknowledge and agree that the Initial Audit shall be completed to Bank’s sole satisfaction on or before the date that is thirty (30) days after the Effective Date.

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable timestimes during regular business hours, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,000) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions may warrant) ), unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarycontinuing. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,000) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. The cost to Borrower of Bank’s audits shall not exceed, in aggregate, $12,500 per year. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, but not more than two (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bankeach Lender, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense Borrowers’ expense, and the charge therefor shall be One Thousand Seven Hundred Fifty Dollars ($1,000750) per person per day (or such higher amount as shall represent Banksuch Lender’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank any Lender schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to BankLenders, then (without limiting any of Bankeach Lender’s rights or remedies) ), such Borrower shall pay Bank such Lender a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank such Lender to compensate Bank such Lender for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than once twice every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) months, unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight (8) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight (8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two Thousand Dollars ($2,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, and on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing)notice, Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Booksbooks and records. After the initial inspection and audit, such inspections and audits shall occur quarterly or more frequently at Bank’s discretion. Bank shall take reasonable steps to keep confidential all information obtained in any such inspection or audit, but Bank shall have the right to disclose any such information to its auditors, regulatory agencies, and attorneys, and pursuant to any subpoena or other legal process. The foregoing inspections and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000) 750 per person per day (or such higher amount as shall represent Bank’s then-then current standard charge for the same), plus reasonable out-of-pocket expenses; provided that so long as no Event of Default has occurred and is continuing, Borrower shall not be required to pay such expenses more than once per fiscal quarter. In the event a Borrower and Bank schedule an audit more than eight (8) ten days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight (8) ten days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a cancellation fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Bank Bank, to compensate Bank for the anticipated costs and expenses of the cancellation or reschedulingcancellation.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Unless an Event of Default has occurred and is continuing, such inspections and or audits shall be conducted no more often than once every (a) four (4) months at all times that Borrower is not Streamline Eligible or (b) twelve (12) months at all other times (or more frequently as Bank shall determine conditions warrant, in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarydiscretion). The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,000) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s 's notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s 's Books. The initial audit of Borrower's Collateral and Books will be conducted on the earlier of: (a) within sixty (60) days of the Effective Date or (b) prior to the initial Advance hereunder, and thereafter, the parties contemplate that such audits will be performed no more frequently than semi-annually, but nothing herein restricts Bank's right to conduct such audits more frequently if (i) Bank believes that it is advisable to do so in Bank's good faith business judgment, or (ii) Bank believes in good faith that a Default or Event of Default has occurred. The foregoing inspections and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense 's expense, and the charge therefor shall be One Thousand Dollars ($1,000) 750 per person per day (or such higher amount as shall represent Bank’s 's then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s 's rights or remedies) ), Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

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

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the expense. The charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight (8) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight (8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two Thousand Dollars ($2,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At Allow Agent, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions may warrant) unless an Event of Default has occurred and is continuing continuing, in which case such inspections and audits shall occur as often as Bank Agent or any Lender shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent BankAgent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank Agent schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to BankAgent, then (without limiting any of BankAgent’s rights or remedies) ), Borrower shall pay Bank Agent a fee of Two One Thousand Dollars ($2,0001,000.00) plus any out-of-pocket expenses incurred by Bank Agent to compensate Bank Agent for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on one three (13) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on one three (13) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Borrowers’ Books. The foregoing Such inspections and or audits shall be conducted no more often than once two times every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarycontinuing. The foregoing inspections and audits shall be conducted at such Borrower’s expense Borrowers’ expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower Borrowers and Bank schedule an audit more than eight ten (8) 10) days in advance, and such any Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower ), Borrowers shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the expense. The charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight (8) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight (8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two Thousand Dollars ($2,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. The Initial Audit shall be completed on or before the earlier of (i) the first (1st) anniversary of the Effective Date, or (ii) the date on which the aggregate principal amount of Advances made under the Revolving Line is equal to or greater than Five Million Dollars ($5,000,000.00).

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight (8) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight (8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges and agrees that the Initial Audit will be conducted within thirty (30) days after the Effective Date.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions may warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,000) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and audits shall be conducted no more often than once every twelve (12) months (or more as frequently as Bank determines in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight (8) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight (8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two Thousand Dollars ($2,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable timestimes during normal business hours, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarycontinuing. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,000) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable documented out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) 1,000 plus any reasonable documented out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarycontinuing. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) plus any out-of-pocket expenses reasonably incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarycontinuing. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) fiscal year unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,000) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the such an audit will be conducted within thirty (30) days after the Effective Date.

Appears in 2 contracts

Samples: Loan and Security Agreement (Sensus Healthcare, Inc.), Loan and Security Agreement (Sensus Healthcare, LLC)

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy any Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense Borrowers’ expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), such Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Bank and Borrower hereby agree that the first such audit shall, any case, be conducted once Borrower has requested at least Two Million Dollars ($2,000,000) of Formula Advances.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once twice every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one at least three (13) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits (collectively, “field examinations”) shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,000) 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses; provided, however, that so long as no Event of Default has occurred and is continuing, Borrower need not pay for more than two (2) such field examinations in any 12-consecutive-months-period (commencing on or after the Effective Date); it being understood that field examinations taking place at separate physical locations during substantially the same overall examination period shall constitute but a single field examination for purposes of the foregoing proviso. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

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

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on one three (13) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once two times every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarycontinuing. The foregoing inspections and audits shall be conducted at such Borrower’s expense Borrowers’ expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower Borrowers and Bank schedule an audit more than eight ten (8) 10) days in advance, and such a Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower ), Borrowers shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve six (126) months (or more frequently as Bank in its sole discretion determines that shall reasonably determine conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and audits shall be conducted no more often than once twice per each Borrower every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) months, unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor for any one (1) such inspection or audit shall be One not exceed Five Thousand Dollars ($1,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same5,000.00), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight (8) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight (8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two Thousand Dollars ($2,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), BankLender, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank Lender shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent BankLender’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank Lender schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to BankLender, then (without limiting any of BankLender’s rights or remedies) Borrower shall pay Bank Lender a fee of Two One Thousand Dollars ($2,0001,000.00) plus any out-of-pocket expenses incurred by Bank Lender to compensate Bank Lender for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight (8) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight (8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two Thousand Dollars ($2,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole reasonable discretion determines that conditions warrant) ), unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one three (13) Business Day’s Days’ notice not more than twice in any calendar year (provided no notice is required provided, if an Event of Default has occurred and is continuing, (a) no notice shall be required and (b) the Bank may exercise its inspection rights herein as frequently as the Bank deems necessary or prudent), Bank, or its agents, shall have the right to inspect the Collateral (including conducting Inventory appraisals in respect of Eligible Finished Goods Inventory and Eligible Raw Materials) and the right to audit and copy each Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,000) 750 per person per day (or such higher amount as shall represent either (x) Bank’s then-current standard charge for the samesame or (y) the standard charges for such inspections or audits charged by an independent appraiser selected by the Bank, as applicable), plus reasonable out-of-pocket expensesexpenses incurred by Bank, or any independent appraiser selected by Bank, as applicable. In the event a Borrower Borrowers and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels Borrowers cancel or seeks seek to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower ), Borrowers shall pay Bank a fee of Two Thousand Dollars $1,000 ($2,000or such higher amount as shall be necessary with regard to any independent appraiser selected by the Bank) plus any out-of-pocket expenses incurred by Bank Bank, or any independent appraiser selected by Bank, to compensate Bank or such independent appraiser for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Ultra Clean Holdings Inc), Loan and Security Agreement (Ultra Clean Holdings Inc)

Access to Collateral; Books and Records. At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Co-Borrowers’ Books. The foregoing inspections and audits shall be conducted at Co-Borrower’s expense and no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower Co-Borrowers and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels Co-Borrowers cancel or seeks seek to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower Co-Borrowers shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

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

Appears in 2 contracts

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

Access to Collateral; Books and Records. At Allow Agent and the Lenders or their agents, at reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than once twice every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent BankAgent’s or the applicable Lender’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank Agent schedule an audit more than eight (8) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight (8) days written notice to BankAgent, then (without limiting any of BankAgent’s or any Lender’s rights or remedies) Borrower shall pay Bank Agent a fee of Two Thousand Dollars ($2,000$ 2,000.00) plus any out-of-pocket expenses incurred by Bank Agent to compensate Bank Agent for the anticipated costs and expenses of the cancellation or rescheduling. Notwithstanding the foregoing, the Initial Audit shall be completed within ninety (90) days after the Closing Date.

Appears in 2 contracts

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

AutoNDA by SimpleDocs

Access to Collateral; Books and Records. At reasonable timesNo more often than once every twelve (12) months unless a Default or an Event of Default has occurred and is continuing, on one (1) Business Day’s notice (provided no notice is required if a Default or an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s BooksBooks (the “Field Examination”). The foregoing inspections and audits Field Examination shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Seven Hundred Fifty Dollars ($1,000750) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit a Field Examination more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve six (126) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarycontinuing. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,000) 1,000.00 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) 1,000.00 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one three (13) Business Day’s notice Days’ notice, (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, advance and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At Allow Agent or its agents, at reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank Agent shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent BankAgent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank Agent schedule an audit more than eight (8) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight (8) days written notice to BankAgent, then (without limiting any of BankAgent’s or any Lender’s rights or remedies) Borrower shall pay Bank Agent a fee of Two Thousand Dollars ($2,0002,000.00) plus any out-of-pocket expenses incurred by Bank Agent to compensate Bank Agent for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections Provided no Event of Default has occurred and is continuing, such audits shall be conducted no more often than once every twelve (12) months months. Borrower hereby acknowledges that the Initial Audit will be conducted within sixty (or more frequently as Bank in its sole discretion determines that conditions warrant60) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarydays prior to the initial Advance. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) annually unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarycontinuing. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one five (15) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Unless an Event of Default has occurred and is continuing, such inspections and or audits shall be conducted no more often than once every twelve six (126) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessaryat all other times. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,000) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Corium International, Inc.), Loan and Security Agreement (Corium International, Inc.)

Access to Collateral; Books and Records. At Allow Agent, or its agents, at reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank Agent shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent BankAgent’s then-current standard charge for the same), plus reasonable and documented out-of-pocket expenses. In the event a Borrower and Bank Agent schedule an audit more than eight (8) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight (8) days written notice to BankAgent, then (without limiting any of BankAgent’s or any Lender’s rights or remedies) Borrower shall pay Bank Agent a fee of Two Thousand Dollars ($2,0002,000.00) plus any reasonable and documented out-of-pocket expenses incurred by Bank Agent to compensate Bank Agent for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one three (13) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve six (126) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarycontinuing. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,000) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses, which expenses shall be capped at $15,000 per annum, unless an Event of Default has occurred and is continuing. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s expense and shall occur no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing ); provided, that no such inspections and audits shall be conducted at while a Streamline Period remains in effect. The charge for each such Borrower’s expense and the charge therefor inspection/audit shall be One Thousand Dollars ($1,000) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

Samples: Loan and Security Agreement (Planar Systems Inc), Loan and Security Agreement (Planar Systems Inc)

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. The Initial Audit shall be completed by February 13, 2015.” 9 The Loan Agreement shall be amended by deleting Section 6.12 in its entirety, and inserting in lieu thereof the following:

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable timestimes and during regular business hours, on one five (15) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than once every two (2) times during any twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) month period, unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Allow Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarynecessary (or more frequently as Bank shall determine conditions warrant, in its sole discretion). The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on one three (13) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses; provided that the total charge for each such inspection and audit shall not exceed Three Thousand Dollars ($3,000) at any time without Borrower’s prior written consent which shall not be unreasonably withheld. In Notwithstanding anything to the contrary herein, in the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 2 contracts

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

Access to Collateral; Books and Records. At reasonable times, but not more than two (2) times per year (unless a Default or Event of Default has occurred and is continuing) on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense Borrowers’ expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), such Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

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

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

Appears in 1 contract

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

Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing As long as no Dominion Trigger Event has occurred, such inspections and audits shall be conducted no more often than once every twelve (12) months and after the occurrence of a Dominion Trigger Event, no more often than once every four (4) months, but in either case unless other circumstance warrant otherwise or more frequently as Bank in its sole discretion determines that conditions warrant) unless a Default or an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarycontinuing. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,000) 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Encision Inc)

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable timestimes during regular business hours, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) a year unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarycontinuing. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Infinity Oil & Gas Co)

Access to Collateral; Books and Records. At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

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

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

Appears in 1 contract

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

Access to Collateral; Books and Records. At In addition to the Initial Audit, at reasonable times, on one at least three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months (or more frequently as Bank frequently, when a Streamline Period is not in its sole discretion determines that conditions warranteffect, but no more often than twice every twelve (12) months), unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight seven (8) 7) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight seven (8) 7) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any reasonable, documented out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. The Initial Audit will be completed by Bank no later than sixty (60) days after the Effective Date.

Appears in 1 contract

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

Access to Collateral; Books and Records. At In addition to the Initial Audit, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right right, in the event the Streamline Period is not in effect at any time during the four (4) months immediately prior to the Revolving Line Maturity Date to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Dollars ($1,000) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.” and inserting in lieu thereof the following:

Appears in 1 contract

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

Access to Collateral; Books and Records. At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Rosetta Stone Inc)

Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall reasonably determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Zuora Inc)

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

Appears in 1 contract

Samples: Loan and Security Agreement (Gemphire Therapeutics Inc.)

Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions may warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. Borrower hereby acknowledges that the first such audit shall occur at least thirty (30) days prior to the initial Advance. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan and Security Agreement (Intersect ENT, Inc.)

Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Allow Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

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

Access to Collateral; Books and Records. At reasonable times, on one five (15) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months year (or more frequently as Bank in its sole discretion determines that shall determine conditions warrant, in Bank’s sole discretion) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the Initial Audit will be conducted prior to the initial Advance, but no later than ninety (90) days after the Effective Date.

Appears in 1 contract

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

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

Appears in 1 contract

Samples: Loan and Security Agreement (Sensus Healthcare, Inc.)

Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850.00) per person per day (or such higher amount as shall represent Bank’s then-then- current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

Samples: Loan Modification Agreement (Appian Corp)

Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on one ten (110) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing Such inspections and or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) ), Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

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

Access to Collateral; Books and Records. At reasonable times, on one two (12) Business Day’s Days’ prior notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than once twice every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower acknowledges that the first such audit will occur within thirty (30) days of the Effective Date.

Appears in 1 contract

Samples: Loan and Security Agreement (Datawatch Corp)

Access to Collateral; Books and Records. At reasonable times, on one three (13) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books, and the right to complete an NOLV. The foregoing inspections In each case, such inspections, audits, and audits NOLV shall be conducted no more often than once twice every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) months, unless an Event of Default has occurred and is continuing in which case such inspections inspections, audits, and audits NOLV shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,0001,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable and documented out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight (8) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than eight (8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two Thousand Dollars ($2,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Without limiting the foregoing, Borrower covenants and agrees that the Initial Audit and the Initial NOLV shall be completed on or before ninety (90) days following the Effective Date.

Appears in 1 contract

Samples: Loan and Security Agreement (Keryx Biopharmaceuticals Inc)

Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at such Borrower’s expense and no more often than once every twelve six (126) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at such Borrower’s expense and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Borrower and Bank schedule an audit more than eight ten (8) 10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than eight ten (8) 10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Appears in 1 contract

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

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

Appears in 1 contract

Samples: Loan and Security Agreement (Ziopharm Oncology Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!