Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, each of the Lenders and each of their Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by any Lender and any of their Affiliates to or for the credit or the account of any Obligor against any and all of the Obligations, whether or not such Person shall have made any demand and although such obligations may be unmatured. Any Person exercising rights of set off hereunder agrees promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and each of their Affiliates under this Section 4.03 are in addition to other rights and remedies (including other rights of set-off) that such Persons may have.
Appears in 11 contracts
Samples: Forbearance Agreement and Second Amendment to Credit Agreement and Guaranty (Icagen, Inc.), Forbearance Agreement and First Amendment to Credit Agreement and Guaranty (Icagen, Inc.), Forbearance Agreement and Third Amendment to Credit Agreement and Guaranty (Icagen, Inc.)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, each of the Lenders and each of their Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, any Lender and any of their Affiliates to or for the credit or the account of any Obligor against any and all of the Obligations, whether or not such Person shall have made any demand and although such obligations may be unmatured. Any Person exercising rights of set off hereunder agrees promptly to notify the Borrower after any such set-off and application, ; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent, the Lenders and each of their Affiliates under this Section 4.03 are in addition to other rights and remedies (including other rights of set-off) that such Persons may have.
Appears in 10 contracts
Samples: Credit Agreement (BioXcel Therapeutics, Inc.), Credit Agreement (Tpi Composites, Inc), Credit Agreement and Guaranty and Revenue Interest Financing Agreement (Impel Pharmaceuticals Inc)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the each of Administrative Agent, each of the Lenders Lender and each of their Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Administrative Agent, any Lender and any of their Affiliates to or for the credit or the account of any Obligor against any and all of the Obligations, whether or not such Person shall have made any demand and although such obligations may be unmatured. Any Person exercising rights of set off hereunder agrees Administrative Agent and each Lender agree promptly to notify the Borrower after any such set-off and application, ; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders Administrative Agent, each Lender and each of their Affiliates under this Section 4.03 4.04 are in addition to other rights and remedies (including other rights of set-off) that such Persons may have.
Appears in 8 contracts
Samples: Term Loan Agreement (Sanara MedTech Inc.), Term Loan Agreement (Alignment Healthcare, Inc.), Term Loan Agreement (NanoString Technologies Inc)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, each of the Lenders and each of their Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Agent, any Lender and any of their Affiliates to or for the credit or the account of any Obligor against any and all of the Obligations, whether or not such Person shall have made any demand and although such obligations may be unmatured. Any Person exercising rights of set off hereunder agrees promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agent, the Lenders and each of their Affiliates under this Section 4.03 are in addition to other rights and remedies (including other rights of set-off) that such Persons may have.
Appears in 5 contracts
Samples: Credit Agreement (Allurion Technologies, Inc.), Bridging Agreement (Allurion Technologies Holdings, Inc.), Credit Agreement (Xeris Biopharma Holdings, Inc.)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the each of Administrative Agent, each of the Lenders Lender and each of their Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Administrative Agent, any Lender and any of their Affiliates to or for the credit or the account of any Obligor against any and all of the Obligations, whether or not such Person shall have made any demand and although such obligations may be unmatured. Any Person exercising rights of set off hereunder agrees Administrative Agent and each Lender agree promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders Administrative Agent, each Lender and each of their Affiliates under this Section 4.03 4.04 are in addition to other rights and remedies (including other rights of set-off) that such Persons may have.
Appears in 4 contracts
Samples: Term Loan Agreement (Correvio Pharma Corp.), Credit Agreement (Aquestive Therapeutics, Inc.), Term Loan Agreement (Cardiome Pharma Corp)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, each of the Lenders and each of their respective Affiliates is are hereby authorized at any time and from time to time, to the fullest extent permitted by lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by any Lender and any of their the Lenders or such Affiliates to or for the credit or the account of any Obligor against any and all of the Obligations, whether or not such Person the Lenders shall have made any demand and although such obligations Obligations may be unmatured. Any Person exercising rights of set set-off hereunder agrees to promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and each of their respective Affiliates under this Section 4.03 4.04 are in addition to other rights and remedies (including other rights of set-off) that such Persons the Lenders and their respective Affiliates may have.
Appears in 4 contracts
Samples: Credit Agreement (IsoPlexis Corp), Credit Agreement and Guaranty (IsoPlexis Corp), Credit Agreement and Guaranty (IsoPlexis Corp)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, each of the Lenders and each of their Affiliates is (which are either managed by such Lender or under common management with such Lender) are hereby authorized at any time and from time to time, to the fullest extent permitted by lawapplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by any Lender and any of their the Lenders or such Affiliates to or for the credit or the account of any Obligor Borrower against any and all of the Obligations, whether or not such Person the Lenders shall have made any demand and although such obligations may be unmatured. Any Person exercising rights of set off hereunder agrees The Lenders agree promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and each of their such Affiliates under this Section 4.03 4.04(a) are in addition to other rights and remedies (including other rights of set-off) that the Lenders and such Persons Affiliates may have.
Appears in 4 contracts
Samples: Term Loan Agreement, Term Loan Agreement (ViewRay, Inc.), Term Loan Agreement (ViewRay, Inc.)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, each of the Lenders and each of their Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, any Lender and any of their Affiliates to or for the credit or the account of any Obligor against any and all of the Obligations, whether or not such Person shall have made any demand and although such obligations may be unmatured. Any Person exercising rights of set off hereunder agrees promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent, the Lenders and each of their Affiliates under this Section 4.03 are in addition to other rights and remedies (including other rights of set-off) that such Persons may have.
Appears in 4 contracts
Samples: Credit Agreement and Guaranty (Pear Therapeutics, Inc.), Credit Agreement and Guaranty (Pear Therapeutics, Inc.), Credit Agreement (Thimble Point Acquisition Corp.)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, each of the Lenders and each of their respective Affiliates is are hereby authorized at any time and from time to time, to the fullest extent permitted by lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by any Lender and any of their the Lenders or such Affiliates to or for the credit or the account of any Obligor against any and all of the Obligations, whether or not such Person the Lenders shall have made any demand and although such obligations Obligations may be unmatured. Any Person exercising rights of set off hereunder agrees promptly to notify the Borrower after any such set-off set‑off and application, provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application. The rights of the Administrative Agent, the Lenders and each of their respective Affiliates under this Section 4.03 4.04 are in addition to other rights and remedies (including other rights of set-offset‑off) that such Persons the Lenders and their respective Affiliates may have.
Appears in 3 contracts
Samples: Credit Agreement and Guaranty (Biodesix Inc), Credit Agreement and Guaranty (Biodesix Inc), Credit Agreement and Guaranty (Biodesix Inc)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, each of the Administrative Agent, each of the Lenders Lender and each of their Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, any Lender and any of their Affiliates to or for the credit or the account of any Obligor against any and all of the Obligations, whether or not such Person shall have made any demand and although such obligations may be unmatured. Any Person exercising rights of set off hereunder agrees The Administrative Agent and each Lender agree promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders Administrative Agent, each Lender and each of their Affiliates under this Section 4.03 4.04 are in addition to other rights and remedies (including other rights of set-off) that such Persons may have.
Appears in 2 contracts
Samples: Term Loan Agreement (Axogen, Inc.), Term Loan Agreement (Axogen, Inc.)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, each of the Lenders and each of their Affiliates Noteholders is hereby authorized at any time and from time to time, to the fullest extent permitted by lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness obligations (in whatever currency) at any time owing by the Administrative Agent, any Lender and any of their Affiliates Noteholder to or for the credit or the account of any Obligor against any and all of the Obligations, whether or not such Person shall have made any demand and although such obligations may be unmatured. Any Person exercising rights of set off hereunder agrees to promptly to notify the Borrower Issuer after any such set-off and application, ; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and each of their Affiliates Administrative Agent, the Noteholders under this Section 4.03 are in addition to other rights and remedies (including other rights of set-off) that such Persons may have.
Appears in 1 contract
Samples: Notes Purchase Agreement and Guaranty (MeiraGTx Holdings PLC)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the each of Administrative Agent, each of the Lenders Lender and each of their Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Administrative Agent, any Lender and any of their Affiliates to or for the credit or the account of any Obligor against any and all of the Obligations, whether or not such Person shall have made any demand and although such obligations may be unmatured. Any Person exercising rights of set off hereunder agrees Administrative Agent and each Lender agree promptly to notify the Borrower after any such set-off set‑off and application, ; provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application. The rights of the Lenders Administrative Agent, each Lender and each of their Affiliates under this Section 4.03 4.04 are in addition to other rights and remedies (including other rights of set-offset‑off) that such Persons may have.
Appears in 1 contract
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, each of the Lenders and each of their Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Agent, any Lender and any of their Affiliates to or for the credit or the account of any Obligor against any and all of the Obligations, whether or not such Person shall have made any demand and although such obligations may be unmatured. Any Person exercising rights of set off hereunder agrees promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agent, the Lenders and each of their Affiliates under this Section 4.03 are in addition to other rights and remedies (including other rights of set-off) that such Persons may have.. (b)
Appears in 1 contract
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the each of Administrative Agent, each of the Lenders Lender and each of their Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by Administrative Agent, any Lender and any of their Affiliates to or for the credit or the account of any Obligor against any and all of the Obligations, whether or not such Person shall have made any demand and although such obligations may be unmatured. Any Person exercising rights of set off hereunder agrees Administrative Agent and each Lender agree promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders Administrative Agent, each Lender and each of their Affiliates under this Section 4.03 4.04 are in addition to other rights and remedies (including other rights of set-off) that such Persons may have.
Appears in 1 contract
Samples: Term Loan Agreement (Omeros Corp)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, each of the Lenders and each of their Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness or obligations at any time owing by the Agent, any Lender and any of their Affiliates to or for the credit or the account of any Obligor against any and all of the Obligations, whether or not such Person shall have made any demand and although such obligations may be unmatured. Any Person exercising rights of set off hereunder agrees promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agent, the Lenders and each of their Affiliates under this Section 4.03 are in addition to other rights and remedies (including other rights of set-off) that such Persons may have.
Appears in 1 contract
Samples: Credit Agreement (Nevro Corp)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the each of Administrative Agent, each of the Lenders Lender and each of their Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Administrative Agent, any Lender and any of their Affiliates to or for the credit or the account of any Obligor against any and all of the Obligations, whether or not such Person shall have made any demand and although such obligations may be unmatured. Any Person exercising rights of set off hereunder agrees Administrative Agent and each Lender agree promptly to notify the Borrower after any such set-off and application, ; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders Administrative Agent, each Lender and each of their Affiliates under this Section 4.03 4.04 are in addition to other rights and remedies (including other rights of set-off) that such Persons may have.. 164703839 v7
Appears in 1 contract
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, each of the Lenders and each of their respective Affiliates is are hereby authorized at any time and from time to time, to the fullest extent permitted by lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by any Lender and any of their the Lenders or such Affiliates to or for the credit or the account of any Obligor against any and all of the Obligations, whether or not such Person the Lenders shall have made any demand and although such obligations Obligations may be unmatured. Any Person exercising rights of set set-off hereunder agrees to promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and each of their respective Affiliates under this Section 4.03 4.04 are in addition to other rights and remedies (including other rights of set-off) that such Persons the Lenders and their respective Affiliates may have.. (b)
Appears in 1 contract
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the each of Administrative Agent, each of the Lenders Lender and each of their Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Administrative Agent, any Lender and any of their Affiliates to or for the credit or the account of any Obligor against any and all of the Obligations, whether or not such Person shall have made any demand and although such obligations may be unmatured. Any Person exercising rights of set off hereunder agrees Administrative Agent and each Lender agree promptly to notify the Borrower after any such set-off and application; provided, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders Administrative Agent, each Lender and each of their Affiliates under this Section 4.03 4.04 are in addition to other rights and remedies (including other rights of set-off) that such Persons may have.
Appears in 1 contract
Samples: Term Loan Agreement (Treace Medical Concepts, Inc.)