Common use of Permitted Prepayment of Term Loans Clause in Contracts

Permitted Prepayment of Term Loans. Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least fifteen (15) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) the Early Termination Fee, plus (E) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, no Prepayment Fee shall be charged if the Term Loans are refinanced with a new facility from both of the Lenders.

Appears in 3 contracts

Samples: Loan and Security Agreement (Castle Biosciences Inc), Loan and Security Agreement (Castle Biosciences Inc), Loan and Security Agreement (Castle Biosciences Inc)

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Permitted Prepayment of Term Loans. Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least fifteen ten (1510) days prior to such prepaymentprepayment (and if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing or in connection with the consummation of a specified transaction, such notice of prepayment may be revoked if the financing or specified transaction is not consummated), and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) the Early Termination Fee, plus (E) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, no Prepayment Fee shall be charged if the Term Loans are refinanced with a new facility from both of the Lenders.

Appears in 3 contracts

Samples: Loan and Security Agreement (Adynxx, Inc.), Loan and Security Agreement (Adynxx, Inc.), Loan and Security Agreement (Alliqua BioMedical, Inc.)

Permitted Prepayment of Term Loans. Borrower shall have the option to prepay all, but not less than all, all or any portion of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) Borrower provides written notice to Collateral Agent of its election to prepay the Term Loans at least fifteen thirty (1530) days prior to such prepayment, and (ii) Borrower pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans prepaid plus accrued and unpaid interest thereon through the prepayment date, (B) the Final PaymentPayment applicable to the prepaid Term Loans, (C) the Prepayment FeeFee applicable to the prepaid Term Loans, plus (D) the Early Termination Fee, plus (E) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, no Prepayment Fee ; and (iii) any partial prepayment shall be charged if the Term Loans are refinanced with a new facility from both in an amount of the Lendersat least Two Million Five Hundred Thousand Dollars ($2,500,000.00).

Appears in 2 contracts

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

Permitted Prepayment of Term Loans. Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least fifteen (15) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) any unpaid portion of the Early Termination FeeExisting SVB Final Payment, plus (E) all other Obligations that are due and payablepayable hereunder or under the other Loan Documents, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, no Prepayment Fee shall be charged if the Term Loans are refinanced with a new facility from both of the Lenders.

Appears in 2 contracts

Samples: Loan and Security Agreement (Clarus Therapeutics Inc), Loan and Security Agreement (Clarus Therapeutics Inc)

Permitted Prepayment of Term Loans. Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least fifteen seven (157) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) the Early Termination Fee, plus (E) all other Obligations that are due and payable, including Lenders’ Expenses Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding The Lenders hereby agree to waive (i) the foregoing, no Prepayment Fee shall be charged if the Term Loans are refinanced with a new facility from both unaccrued portion of the Lendersfinal payment, and (ii) any prepayment fees, with respect to the Oxford Original Term Loan and the SVB Original Term Loan.

Appears in 1 contract

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

Permitted Prepayment of Term Loans. (i) Borrower shall have the option to prepay at any time all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least fifteen ten (1510) days Business Days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) the Early Termination Fee, plus (E) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. . (ii) Notwithstanding anything to the foregoingcontrary contained in this Agreement, no Prepayment Fee shall be charged Borrower may rescind any notice of prepayment if such prepayment would have resulted from a refinancing of all or a portion of the Term Loans are refinanced with a new facility from both of the LendersLoans, which refinancing or transaction shall not be consummated or shall otherwise be delayed.

Appears in 1 contract

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

Permitted Prepayment of Term Loans. Borrower shall have the option to prepay all, all or any part (but not less than allOne Million Dollars ($1,000,000)), of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay all or such portion of the Term Loans at least fifteen ten (1510) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding the principal amount of the Term Loans being prepaid plus accrued and but unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) the Early Termination Fee, plus (E) all other Obligations sums, that are shall have become due and payablepayable but have not been paid, including Lenders’ Expenses Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, no Prepayment Fee shall be charged if the Term Loans are refinanced with a new facility from both of the Lenders.

Appears in 1 contract

Samples: Loan and Security Agreement (Achaogen Inc)

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Permitted Prepayment of Term Loans. Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least fifteen thirty (1530) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans prepaid on such prepayment date plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) if the Prepayment Borrower has elected not to draw the full amount of the Term B Loans prior to such prepayment date, the Non-Utilization Fee, plus (D) the Early Termination Prepayment Fee, plus (E) all other outstanding Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, no Prepayment Fee shall be charged if the Term Loans are refinanced with a new facility from both of the Lenders.

Appears in 1 contract

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

Permitted Prepayment of Term Loans. Borrower shall have the option to prepay all, but not less than all, all or any portion of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) Borrower provides written notice to Collateral Agent of its election to prepay the Term Loans at least fifteen thirty (1530) days prior to such prepayment, and (ii) Borrower pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans prepaid plus accrued and unpaid interest thereon through the prepayment date, (B) the Final PaymentPayment applicable to the prepaid Term Loans, (C) the Prepayment FeeFee applicable to the prepaid Term Loans, plus (D) the Early Termination Amendment Fee, plus (E) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, no Prepayment Fee ; and (iii) any partial prepayment shall be charged if the Term Loans are refinanced with a new facility from both in an amount of the Lendersat least Two Million Five Hundred Thousand Dollars ($2,500,000.00).

Appears in 1 contract

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

Permitted Prepayment of Term Loans. Borrower Borrowers shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower Parent (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least fifteen (15) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) the Early Termination Second Amendment Restructuring Fee, plus (E) all other Obligations sums, that are shall have become due and payablepayable hereunder, including Lenders’ Expenses Expenses, if any, and interest at the Default Rate with respect to any past due amounts.” 2.4 Section 2.5 (Fees). Notwithstanding New Section 2.5(e) hereby is added to the foregoing, no Prepayment Fee shall be charged if the Term Loans are refinanced with a new facility from both of the Lenders.Loan Agreement as follows:

Appears in 1 contract

Samples: Loan and Security Agreement (Sophiris Bio Inc.)

Permitted Prepayment of Term Loans. Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least fifteen ten (1510) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) the Early Termination Fee, Unaccrued Existing Indebtedness Final Payment plus (E) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding anything in this Agreement to the foregoingcontrary, no Prepayment Fee if Borrower refinances the Obligations under this Agreement with another credit facility provided by Lenders to Borrower primarily for such purpose, then the Unaccrued Existing Indebtedness Final Payment otherwise due hereunder shall not be charged if the Term Loans are refinanced with a new facility from both of the Lendersdue and payable.

Appears in 1 contract

Samples: Loan and Security Agreement (Cytokinetics Inc)

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