Access to Collateral; Books and Records. At reasonable times, on three (3) Business 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 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 charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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: Mezzanine Loan and Security Agreement (Quantenna Communications Inc), Loan and Security Agreement (Quantenna Communications Inc), Mezzanine Loan and Security Agreement (Quantenna Communications Inc)
Access to Collateral; Books and Records. At reasonable times, on three one (31) Business Days' 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 ’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 ($1,000.001,000) 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 ten eight (10) 8) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,000.002,000) 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.)
Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on three one (31) Business Days' 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 ’s Books. The foregoing Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000.00850) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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 three one (31) Business Days' 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 ’s Books. Provided no Event of Default has occurred and is continuing, such audits shall be conducted no more than twice every twelve (12) months or more frequently as conditions warrant. The foregoing inspections and audits shall be conducted at Borrower's expense ’s expense, and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The the charge therefor shall be One Thousand Dollars ($1,000.00) 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 Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 three (3) Business Days' 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 ’s Books. The foregoing inspections and audits shall be conducted at Borrower's ’s expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000.00850) 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 expensesexpenses (together, the “Audit Fees”). Bank shall use its best efforts to ensure that the Audit Fees for any single audit do not exceed Six Thousand Dollars ($6,000). In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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 reasonable times, on three (3) Business 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 ’s expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion 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 charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 times, on three five (35) Business 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 ’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 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 ($1,000.001,000) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Co-Borrower and Bank schedule an audit more than ten fifteen (1015) days in advance, and such Co-Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower Co-Borrowers shall pay Bank a fee of One Two Thousand Dollars ($1,000.002,000) 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 In addition to the Initial Audit, at reasonable times, on three one (31) Business Days' 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 ’s Books. The foregoing inspections and audits shall be conducted at Borrower's expense ’s expense, and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The the charge therefor shall be One Thousand Dollars ($1,000.00) 850 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 (Aspen Aerogels Inc), Loan and Security Agreement (Aspen Aerogels Inc), Loan and Security Agreement (Aspen Aerogels Inc)
Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on three one (31) Business Days' 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 ’s Books. The foregoing Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve six (126) months (or more frequently as Bank determines in its sole discretion that conditions may warrant) , unless an Event of Default has occurred and is continuing in which case such continuing. The foregoing inspections and audits shall occur as often as Bank shall determine is necessary. The be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000.00) 850 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 three at least one (31) Business Days' 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 ’s Books; 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 6 months (it being understood that audits taking place at one or more locations of Borrower during substantially the same overall examination period shall constitute but a single audit for purposes of the foregoing proviso). The foregoing inspections and audits shall be conducted at Borrower's expense ’s expense, and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The the charge therefor shall be One Thousand Dollars ($1,000.00) 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 Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 three (3) Business 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 Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.001,000) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,000.002,000) 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 three (3) Business 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 ’s expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. Bank agrees that the Initial Audit will be completed within sixty (60) days following the Effective Date. The charge therefor shall be One Thousand Dollars ($1,000.00) 850 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 three (3) Business 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 ’s expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion 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 charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 three one (31) Business Days' 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 ’s Books. The foregoing inspections and audits shall be conducted at Borrower's ’s expense and no more often than once every twelve six (126) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000.00850.00) 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; provided, however, unless an Event of Default has occurred and is continuing, in no case shall the charge to Borrower for each inspection or audit exceed Ten Thousand Dollars ($10,000.00). In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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 reasonable times, on three (3) Business Days' 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’s Books on one (1) Business Day’s prior notice at reasonable times during normal business hours; provided that no notice shall be required during the continuance of an Event of Default. The foregoing Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines shall determine conditions warrant, in its sole discretion 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 at Borrower’s expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000.00850) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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 reasonable times, on three two (32) Business Days' 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 ’s Books. The parties contemplate that the initial audit will be conducted within sixty (60) days of the Effective Date, and thereafter such audits will be performed no more 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 at Borrower's expense ’s expense, and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The the charge therefor shall be One Thousand Dollars ($1,000.00) 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; provided that the charges for each such audit shall not exceed $2,500 (but said limitation shall not apply if any Default or Event of Default has occurred and is continuing). In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to BankBank and Bank incurs a fee for such cancellation, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a such fee of One Thousand Dollars ($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 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 Allow Bank, or its agents, at reasonable times, on three five (35) Business 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 Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable and documented out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,000.002,000.00) 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 three (3) Business 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 reasonable discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.001,000) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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 three (3) Business Days' 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 ’s expense and no more often than once every twelve six (126) months (or more frequently as Bank determines in its sole discretion 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 charge therefor shall be One Thousand Dollars ($1,000.00) 850 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 three one (31) Business Days' 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 ’s Books. Such inspections and audits shall be conducted as frequently as Bank determines in its sole discretion that conditions warrant. The foregoing inspections and audits shall be conducted at Borrower's ’s expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The the charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,000.002,000.00) 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), Contingent Convertible Debt Agreement (BigCommerce Holdings, Inc.)
Access to Collateral; Books and Records. At reasonable times, on three one (31) Business Days' 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 ’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 reasonable discretion determines that conditions warrant) ), unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.001,000) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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, but not more than two (2) times per year (unless a Default or Event of Default has occurred and is continuing) on three one (31) Business Days' 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 ’s Books. The foregoing inspections and audits shall be conducted at Borrower's expense Borrowers’ expense, and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The the charge therefor shall be One Thousand Seven Hundred Fifty Dollars ($1,000.00750) per person per day (or such higher amount as shall represent Bank's such 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 ten (10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to BankLenders, then (without limiting any of Bank's each Lender’s rights or remedies) ), such Borrower shall pay Bank such Lender a fee of One Thousand Dollars ($1,000.001,000) 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 three (3) Business Days' notice ’ 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 ’s expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The charge therefor shall be One Thousand Dollars ($1,000.001,000) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, advance and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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 reasonable times, on three one (31) Business Days' 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 ’s Books. Unless an Event of Default has occurred and is continuing, such inspections or audits shall be conducted no more often than once every (a) four (4) months at all times that Borrower is not Streamline Eligible or (b) twelve (12) months at all other times (or more frequently as Bank shall determine conditions warrant, in its sole discretion). The foregoing inspections and audits shall be conducted at Borrower's expense ’s expense, and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The the charge therefor shall be One Thousand Dollars ($1,000.00) 850 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 Allow Bank, or its agents, at reasonable times, on three (3) Business Days' 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 ’s Books. The foregoing Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000.00850) 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; 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 Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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, on three five (35) Business 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 ’s Books. Such inspections or audits shall be conducted no more often than twice every twelve (12) months unless either (i) an Event of Default has occurred and is continuing or (ii) Bank determines that the results of its most recent inspection or audit of the Collateral were not satisfactory to Bank in its reasonable discretion. The foregoing inspections and audits shall be conducted at Borrower's ’s expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The the charge therefor shall be One Thousand Dollars ($1,000.00) 1,000.00 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 Allow Bank, or its agents, at reasonable times, on three (3) Business 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 Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000.00850) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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 at least three (3) Business Days' 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 ’s Books. The foregoing inspections and audits (collectively, “field examinations”) shall be conducted at Borrower's expense ’s expense, and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The the charge therefor shall be One Thousand Dollars ($1,000.00) 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; 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 Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 three five (35) Business 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, but in no event more than two (2) times per year) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall reasonably determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.001,000) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable documented out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days days’ written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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 reasonable times, on three five (35) Business 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 that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,000.002,000.00) 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 Allow Bank, or its agents, at reasonable times, on three five (35) Business 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 Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) annually unless an Event of Default has occurred and is continuing in which case such continuing. The foregoing inspections and audits shall occur as often as Bank shall determine is necessary. The be at Borrower’s expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000.00850) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($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 (Mindspeed Technologies, Inc), Loan and Security Agreement (Mindspeed Technologies, Inc)
Access to Collateral; Books and Records. At Allow Agent, or its agents, at reasonable times, on three (3) Business 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 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 at Borrower’ expense and the charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's Agent’s then-current standard charge for the same), plus reasonable and documented out-of-pocket expenses. In the event Borrower and Bank Agent schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten eight (10) 8) days written notice to BankAgent, then (without limiting any of Bank's Agent’s or any Lender’s rights or remedies) Borrower shall pay Bank Agent a fee of One Two Thousand Dollars ($1,000.002,000.00) 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 Allow Bank, or its agents, at reasonable times, on three one (31) Business Days' 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 ’s Books. The foregoing Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($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 (Axsome Therapeutics, Inc.)
Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on three one (31) Business 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 Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000.001,000) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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 three (3) Business 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 ’s expense and no more often than once every twelve six (126) months (or more frequently as Bank determines in its sole discretion 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 charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($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: Subordinated Loan and Security Agreement (Roku, Inc), Subordinated Loan and Security Agreement (Roku, Inc)
Access to Collateral; Books and Records. At reasonable times, on three five (35) Business Days' ’ written notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower's Borrowers’ Books; provided that Borrowers shall not be required to disclose any information that Borrowers reasonably deem to be subject to attorney-client privilege and any such inspection and audit shall be restricted in respect thereof. The foregoing Such 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 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 Borrowers’ expense and the charge therefor shall be One Thousand Dollars ($1,000.00) 1,000.00 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower event, Borrowers and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels Borrowers cancel or seeks seek to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower Borrowers shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 (Outbrain Inc.), Loan and Security Agreement (Outbrain Inc.)
Access to Collateral; Books and Records. At reasonable times, on three (3) Business 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 Such 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 Borrower’s expense. The charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,000.002,000.00) 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 Bank, or its agents, at reasonable times, on three five (35) Business 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 Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve six (126) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such continuing. The foregoing inspections and audits shall occur as often as Bank shall determine is necessary. The be at Borrower’s expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000.00850) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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 reasonable timesNo more often than once every twelve (12) months unless a Default or an Event of Default has occurred and is continuing, on three one (31) Business Days' 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 Books’s Books (the “Field Examination”). The foregoing inspections and audits Field Examination shall be conducted at Borrower's expense ’s expense, and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The the charge therefor shall be One Thousand Seven Hundred Fifty Dollars ($1,000.00750) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit a Field Examination more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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 reasonable times, on three (3) Business 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 In addition to the Initial Audit, the foregoing inspections and audits shall be conducted at Borrower's ’s expense and no more often than once every twelve six (126) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The charge therefor shall be One Thousand Dollars ($1,000.00) 850 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 reasonable times, on three five (35) Business Days' ’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower's ’s Books. Such inspections and audits shall be conducted as frequently as Bank determines in its sole discretion that conditions warrant. The foregoing inspections and audits shall be conducted at Borrower's ’s expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The the charge therefor shall be One Thousand Dollars ($1,000.001,000) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,000.00) 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 three five (35) Business 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 twice 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 at Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's Agent’s or the applicable Lender’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank Agent schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to BankAgent, then (without limiting any of Bank's Agent’s or any Lender’s rights or remedies) Borrower shall pay Bank Agent a fee of One Two Thousand Dollars ($1,000.00$ 2,000.00) plus any out-of-pocket expenses incurred by Bank Agent to compensate Bank Agent for the anticipated costs and expenses of the cancellation or rescheduling. Notwithstanding the foregoing, the Initial Audit shall be completed within ninety (90) days after the Closing Date.
Appears in 2 contracts
Samples: Credit and Security Agreement (Flexion Therapeutics Inc), Credit and Security Agreement (Flexion Therapeutics Inc)
Access to Collateral; Books and Records. At reasonable times, on three five (35) Business 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 Such 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 that conditions warrant) months, unless an Event of Default has occurred and is continuing continuing, in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.001,000) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,000.002,000) 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 (Tenaya Therapeutics, Inc.), Loan and Security Agreement (Savara Inc)
Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on three (3) Business Days' 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 ’s Books. The foregoing Such inspections and or audits shall be conducted at Borrower's expense and no more often than once two times every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such continuing. The foregoing inspections and audits shall occur as often as Bank shall determine is necessary. The be at Borrowers’ expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000.00850) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower Borrowers and Bank schedule an audit more than ten (10) days in advance, and a Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower ), Borrowers shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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 three one (31) Business Days' 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 ’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 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 Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's Lender’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank Lender schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to BankLender, then (without limiting any of Bank's Lender’s rights or remedies) Borrower shall pay Bank Lender a fee of One Thousand Dollars ($1,000.00) 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: Subordination Agreement (RMG Networks Holding Corp), Subordination Agreement (RMG Networks Holding Corp)
Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on three (3) Business 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 Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions may warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000.00) 850 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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 three one (31) Business Days' 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 ’s Books. Such inspections and audits shall be conducted as frequently as Bank determines in its sole discretion that conditions warrant. The foregoing inspections and audits shall be conducted at Borrower's expense ’s expense, and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The the charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,000.002,000.00) 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 reasonable times, on three one (31) Business Days' 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 ’s Books. The foregoing inspections and audits shall be conducted at Borrower's ’s expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The charge therefor shall be One Thousand Dollars ($1,000.00) 850 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. The Initial Audit shall be completed by February 13, 2015.” 9 The Loan Agreement shall be amended by deleting Section 6.12 in its entirety, and inserting in lieu thereof the following:
Appears in 2 contracts
Samples: Loan Modification Agreement (Aegerion Pharmaceuticals, Inc.), Loan Modification Agreement (Aegerion Pharmaceuticals, Inc.)
Access to Collateral; Books and Records. At reasonable timestimes and during regular business hours, on three five (35) Business Days' 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 ’s Books. The foregoing inspections and audits shall be conducted at Borrower's expense and no more often than once every two (2) times during any twelve (12) months (or more frequently as Bank determines in its sole discretion 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 Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 three (3) Business Days' 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 ’s Books. The foregoing Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve six (126) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such continuing. The foregoing inspections and audits shall occur as often as Bank shall determine is necessary. The be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000.00) 850 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses, which expenses shall be capped at $15,000 per annum, unless an Event of Default has occurred and is continuing. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 three (3) Business 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 Such inspections and or audits shall be conducted at Borrower's expense and no more often than once twice every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 Allow Bank, or its agents, at reasonable times, on three five (35) Business 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 Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such continuing. The foregoing inspections and audits shall occur as often as Bank shall determine is necessary. The be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000.001,000) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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 timestimes during regular business hours, on three (3) Business 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 Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000.00) 850 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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 three (3) Business Days' 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 ’s Books. The foregoing Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000.00850) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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 three (3) Business Days' 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 at Borrower's expense and no more often than once two times every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such continuing. The foregoing inspections and audits shall occur as often as Bank shall determine is necessary. The be at Borrowers’ expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000.00850) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower Borrowers and Bank schedule an audit more than ten (10) days in advance, and any Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower ), Borrowers shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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 three five (35) Business 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 ’s expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The charge therefor shall be One Thousand Dollars ($1,000.001,000) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower Co-Borrowers and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels Co-Borrowers cancel or seeks seek to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower Co-Borrowers shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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 three one (31) Business Days' 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 ’s Books. The foregoing Such inspections and audits shall be conducted at Borrower's expense and no more often than once twice per each Borrower every twelve (12) months (or more frequently as Bank determines in its sole discretion 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 charge therefor foregoing inspections and audits shall be One conducted at Borrower’s expense and the charge for any one (1) such inspection or audit shall not exceed Five Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's then-current standard charge for the same5,000.00), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,000.002,000.00) 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 Allow Bank, or its agents, at reasonable timestimes during normal business hours, on three five (35) Business 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 Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such continuing. The foregoing inspections and audits shall occur as often as Bank shall determine is necessary. The be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000.00) 850 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable documented out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 Agent or its agents, at reasonable times, on three five (35) Business 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 Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank Agent shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's Agent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank Agent schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to BankAgent, then (without limiting any of Bank's Agent’s or any Lender’s rights or remedies) Borrower shall pay Bank Agent a fee of One Two Thousand Dollars ($1,000.002,000.00) 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 three one (31) Business 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 ’s expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 reasonable times, and on three (3) one Business Days' notice (provided no notice is required if an Event of Default has occurred and is continuing)Day’s notice, Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower's Books’s books 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 at Borrower's ’s expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The the charge therefor shall be One Thousand Dollars ($1,000.00) 750 per person per day (or such higher amount as shall represent Bank's then-’s then current standard charge for the same), plus reasonable out-of-pocket expenses; provided that so long as no Event of Default has occurred and is continuing, Borrower shall not be required to pay such expenses more than once per fiscal quarter. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a cancellation fee of One Thousand Dollars ($1,000.00) 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 three one (31) Business Days' 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 ’s Books. The foregoing Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such continuing. The foregoing inspections and audits shall occur as often as Bank shall determine is necessary. The be at Borrower’s expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000.00850) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 three one (31) Business Days' 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 ’s Books. The foregoing Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) 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 at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000.00) 850 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 reasonable times, on three five (35) Business Days' 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 ’s Books. Unless an Event of Default has occurred and is continuing, such inspections or audits shall be conducted no more often than once every six (6) months at all other times. The foregoing inspections and audits shall be conducted at Borrower's expense ’s expense, and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The the charge therefor shall be One Thousand Dollars ($1,000.00) 850 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 reasonable times, on three (3) Business Days' 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 ’s Books. The foregoing Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines shall determine conditions warrant, in its sole discretion 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 at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000.00) 850 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 reasonable times, on three (3) Business 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. Provided no Event of Default has occurred and is continuing, such audits shall be conducted no more than once every twelve (12) months. Borrower hereby acknowledges that the Initial Audit will be conducted within sixty (60) days prior to the initial Advance. The foregoing inspections and audits shall be conducted at Borrower's expense ’s expense, and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000.00850) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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 three five (35) Business 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 ’s Books. The foregoing inspections and audits shall be conducted at Borrower's expense Borrowers’ expense, and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000.00850) 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 ten (10) days in advance, and such Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), such Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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 three one (31) Business Days' 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 ’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 Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.001,000) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,000.002,000) 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 three (3) Business 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 Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000.00) 1,000.00 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 Allow Bank, or its agents, at reasonable times, on three one (31) Business Days' 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 ’s Books. The foregoing Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions may warrant) ), unless an Event of Default has occurred and is continuing in which case such continuing. The foregoing inspections and audits shall occur as often as Bank shall determine is necessary. The be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000.00) 850 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. The cost to Borrower of Bank’s audits shall not exceed, in aggregate, $12,500 per year. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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, on three (3) Business 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 twice every twelve (12) months (or more frequently as Bank determines in its sole discretion 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 Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,000.002,000.00) 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, on three one (31) Business Days' 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 ’s Books. The foregoing inspections and audits shall be conducted at Borrower's ’s expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000.00850) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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 three (3) Business Days' 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 ’s Books. The foregoing Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessarynecessary (or more frequently as Bank shall determine conditions warrant, in its sole discretion). The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000.00850) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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 Agent, or its agents, at reasonable times, on three one (31) Business Days' 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 ’s Books. The foregoing Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions 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 at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's Agent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank Agent schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to BankAgent, then (without limiting any of Bank's Agent’s rights or remedies) ), Borrower shall pay Bank Agent a fee of One Thousand Dollars ($1,000.00) 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 reasonable times, on three one (31) Business Days' 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 ’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 that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.001,000) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten five (105) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten five (105) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay reimburse Bank a fee of One Thousand Dollars ($1,000.00) for any costs incurred by Bank, plus any out-of-pocket expenses incurred by Bank directly relating to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.
Appears in 1 contract
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 three one (31) Business Days' 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 ’s Books. The foregoing Such inspections and or audits shall be conducted at Borrower's expense and no more often than once twice every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such continuing. The foregoing inspections and audits shall occur as often as Bank shall determine is necessary. The be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000.00) 850 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In , in the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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
Access to Collateral; Books and Records. At reasonable times, on three five (35) Business Days' 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 ’s Books. (Without limiting the foregoing, the parties acknowledge and agree that Borrower shall allow the Initial Audit to be conducted within 90 days after the Effective Date.) The foregoing inspections and audits shall be conducted at Borrower's expense ’s expense, and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The the charge therefor shall be One Thousand Dollars ($1,000.00) 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 Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 (Cardiovascular Systems Inc)
Access to Collateral; Books and Records. At reasonable times, on three (3) Business Days' 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 any Co-Borrower's ’s Books. The foregoing Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Co-Borrowers’ expense, and the charge therefor shall be One Thousand Dollars ($1,000.001,000) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event a Co-Borrower and Bank schedule an audit more than ten (10) days in advance, and such Co-Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), such Co-Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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
Access to Collateral; Books and Records. At reasonable times, on three at least five (35) Business Days' 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 ’s Books, which inspections (after the Initial Audit) shall be conducted no less frequently than twice per year, or more frequently as conditions may warrant in Bank’s good faith business judgment. The foregoing inspections and audits shall be conducted at Borrower's expense ’s expense, and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The the charge therefor shall be One Thousand Dollars ($1,000.00) 1,000 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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
Access to Collateral; Books and Records. At reasonable times, on three one (31) Business Days' 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 ’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 Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.00) 1,000.00 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 1,000.00 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.
Appears in 1 contract
Samples: Loan and Security Agreement (Research Solutions, Inc.)
Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on three five (35) Business 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 that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,000.002,000.00) 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 (Frequency Therapeutics, Inc.)
Access to Collateral; Books and Records. At reasonable times, on three five (35) Business 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.; provided, however that Borrower shall not be obligated pursuant to this Section 6.6 to provide access to any information the disclosure of which would adversely affect the attorney-client privilege between Borrower and its counsel. 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 reasonable discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.001,000) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) 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
Access to Collateral; Books and Records. At reasonable times, on three five (35) Business 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 ’s expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The charge therefor shall be One Thousand Eight Hundred Fifty Dollars ($1,000.00850) 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 expensesexpenses (together, the “Audit Fees”). Bank shall use its best efforts to ensure that the Audit Fees for any single audit do not exceed Six Thousand Dollars ($6,000). In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.001,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.
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Access to Collateral; Books and Records. At reasonable timesAllow Bank, or its agents, on three one (31) Business Days' 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 ’s Books. The foregoing Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions may warrant) unless an Event of Default has occurred and is continuing in which case continuing. The next audit shall occur on or around May 2012 unless an Event of Default occurs prior to such date. The foregoing inspections and audits shall occur as often as Bank shall determine is necessary. The be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000.00) 850 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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.
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Access to Collateral; Books and Records. At reasonable times, on three (3)) Business 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 Such inspections and audits shall be conducted at during Borrower's expense and ’s business hours no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) months, unless an Event of Default has occurred and is continuing continuing, in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.001,000) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,000.002,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.
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Access to Collateral; Books and Records. At reasonable times, on three one (31) Business Days' 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 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 reasonable credit judgment determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrowers’ expense and the charge therefor shall be One Thousand Dollars ($1,000.001,000) 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 any Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and such Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) such Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,000.002,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.
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Access to Collateral; Books and Records. At reasonable times, on three one (31) Business Days' 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 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 one (121) months time per year (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary), 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 the charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,000.002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.
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Access to Collateral; Books and Records. At reasonable times, on three one (31) Business 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 Such 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 that conditions warrant) months, unless an Event of Default has occurred and is continuing continuing, in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.00) 1,000.00 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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.
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Samples: Loan and Security Agreement (Candel Therapeutics, Inc.)
Access to Collateral; Books and Records. At Allow Agent or its agents, at reasonable times, on three five (35) Business 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 Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank Agent shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.001,000) per person per day (or such higher amount as shall represent Bank's Agent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank Agent schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to BankAgent, then (without limiting any of Bank's Agent’s or any Lender’s rights or remedies) Borrower shall pay Bank Agent a fee of One Two Thousand Dollars ($1,000.002,000) 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.
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Access to Collateral; Books and Records. At reasonable times, on three one (31) Business Days' 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 ’s Books. Such inspections and audits shall be conducted as frequently as Bank determines in its sole discretion that conditions warrant (provided that Bank will not complete more than one (1) such audit and inspection per calendar quarter at times when no Event of Default exists). 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 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’s expense. The charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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 sixty (60) days of the Effective Date.
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Access to Collateral; Books and Records. At Upon reasonable times, on three (3) Business 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 right, with such frequency as Bank shall determine necessary in its sole discretion, 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 ’s expense, and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The the charge therefor shall be One Thousand Dollars ($1,000.00) 850 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses; provided, however, that Bank shall conduct no more than one (1) such audit per fiscal year at Borrower’s expense in the event no Event of Default has occurred and is continuing. In the event Borrower and Bank schedule an mutually agree on a scheduled audit more than ten (10) days in advancedate, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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.
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Samples: Loan and Security Agreement (Axcelis Technologies Inc)
Access to Collateral; Books and Records. At In addition to the Initial Audit, at reasonable times, on three one (31) Business Days' 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 ’s Books. The foregoing inspections and audits (including, without limitation, the Initial Audit), shall be conducted at Borrower's ’s expense and no more often than once every twelve (12) months (months, or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often frequently, as Bank shall determine is necessaryconditions warrant. The charge therefor shall be One Thousand Dollars ($1,000.00) 1,000.00 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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: Loan Modification Agreement (Xtant Medical Holdings, Inc.)
Access to Collateral; Books and Records. At In addition to the Initial Audit, at reasonable times, on three (3) Business 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 right, on a semi-annual basis (or more frequently as conditions warrant, as determined by Bank, in its sole discretion), 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 ’s expense, and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The the charge therefor shall be One Thousand Dollars ($1,000.00) per person 850 per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall shall, in Bank’s reasonable discretion, pay Bank a fee of One Thousand Dollars ($1,000.00) 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:
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Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable timestimes during regular business hours, on three (3) Business 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 Such 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 that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($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 (Selecta Biosciences Inc)
Access to Collateral; Books and Records. At reasonable times, on three one (31) Business Days' 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 ’s Books. The foregoing inspections and audits shall be conducted at Borrower's ’s expense and no more often than once every twelve (12) months (or more frequently as Bank determines conditions may warrant in its Bank’s sole discretion 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 necessary. The charge therefor shall be One Thousand Dollars ($1,000.00) 850 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. The Initial Audit shall be conducted within ninety (90) days after the Effective Date.
Appears in 1 contract
Samples: Loan Agreement (Invuity, Inc.)
Access to Collateral; Books and Records. At reasonable times, on three seven (37) Business 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 Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.001,000) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,000.002,000) 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 no later than ninety (90) days after the Effective Date.
Appears in 1 contract
Samples: Loan and Security Agreement (Procore Technologies, Inc.)
Access to Collateral; Books and Records. At reasonable times, on three (3) Business 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 Such inspections and audits shall be conducted at Borrower's ’s expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such continuing. The foregoing inspections and audits shall occur as often as Bank shall determine is necessary. The be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000.00) 850 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses, which expenses shall be capped at $15,000 per annum, unless an Event of Default has occurred and is continuing. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 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.”
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Access to Collateral; Books and Records. At reasonable timestimes during normal business hours, on three five (35) Business Days' ’ prior written notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower's ’s Books. The foregoing Such inspections and audits shall be conducted at Borrower's expense and no more often than (i) once every twelve (12) months when Streamline Period is in effect, and (or more frequently as Bank determines ii) once every six (6) months when Streamline Period is not in its sole discretion that conditions warrant) effect, unless an Event of Default has occurred and is continuing continuing, in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.001,000) per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus any reasonable and documented out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,000.002,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.
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Access to Collateral; Books and Records. At Allow Bank, or its agents, at reasonable times, on three one (31) Business Days' 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 ’s Books. The foregoing Such inspections and or audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case continuing. Borrower hereby acknowledges that the first such audit shall be conducted within ninety (90) days after the Effective Date. The foregoing inspections and audits shall occur as often as Bank shall determine is necessary. The be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000.00) 850 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) ), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.
Appears in 1 contract
Samples: Loan and Security Agreement (Millennial Media Inc.)
Access to Collateral; Books and Records. At reasonable times, on three one (31) Business Days' 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’s Books and the right to complete an NOLV. The foregoing Such inspections and audits and NOLV shall be conducted at Borrower's expense and no more often than once twice every twelve (12) 12 months (or more frequently as Bank determines in its sole commercially reasonable discretion determines that conditions warrant) ), unless an Event of Default has occurred and is continuing continuing, in which case such inspections and audits and NOLV shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.00) 1,000.00 per person per day (or such higher amount as shall represent Bank's ’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank's ’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) 2,000.00 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. The initial NOLV shall be completed on or before ninety (90) days following the Effective Date.
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