Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or (b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 42 contracts
Sources: Loan and Security Agreement (Vera Therapeutics, Inc.), Loan and Security Agreement (Vera Therapeutics, Inc.), Loan and Security Agreement (Millendo Therapeutics, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Financial Covenant), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 7 contracts
Sources: Loan and Security Agreement (PROCEPT BioRobotics Corp), Loan and Security Agreement (PROCEPT BioRobotics Corp), Loan and Security Agreement (SI-BONE, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 7 contracts
Sources: Loan and Security Agreement (Locust Walk Acquisition Corp.), Loan and Security Agreement (Sutro Biopharma, Inc.), Loan and Security Agreement (Miramar Labs, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 4 contracts
Sources: Loan and Security Agreement (Minerva Neurosciences, Inc.), Loan and Security Agreement (HTG Molecular Diagnostics, Inc), Loan and Security Agreement (Sophiris Bio Inc.)
Covenant Default. (a) Borrower Issuer or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes; Pensions), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries); 6.12 (Title Ownership of Operating Company) or 6.13 (Further Assurances) or Borrower Issuer violates any covenant provision in Section 7; or
(b) BorrowerIssuer, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documentsother Note Document to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten thirty (1030) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten thirty (1030) day period or cannot after diligent attempts by Borrower Issuer or such Subsidiary, as applicable, be cured within such ten thirty (1030) day period, and such default is likely to be cured within a reasonable time, then Borrower Issuer shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Notes shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 4 contracts
Sources: Note Purchase Agreement (5E Advanced Materials, Inc.), Note Purchase Agreement (5E Advanced Materials, Inc.), Note Purchase Agreement (5E Advanced Materials, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 4 contracts
Sources: Loan and Security Agreement (Mersana Therapeutics, Inc.), Loan and Security Agreement (Prometheus Biosciences, Inc.), Loan and Security Agreement (Prometheus Biosciences, Inc.)
Covenant Default. (a) Borrower or If any of its Subsidiaries Loan Party fails or neglects to perform any obligation in under Sections 6.2 6.1 (Financial Statements, Reports, Certificatesas to existence), 6.4 (Taxes)6.2, 6.5 (Insurance)6.4, 6.6 (Operating Accounts)6.5, 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant of the covenants contained in Section 77 of this Agreement; or
(b) Borrower, or If any of its Subsidiaries, Loan Party fails or neglects to perform, keep, perform or observe any other material term, provision, condition, covenant or agreement contained in this Agreement Agreement, in any of the other Loan Documents or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other termBank Services Agreement, provision, condition, condition or covenant or agreement that can be cured, has failed to cure the such default within ten (10) days (or, solely to the extent relating to a Bank Services Agreement, thirty (30) days) after the occurrence such Loan Party receives notice thereof or any officer of such Loan Party becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period (or, solely to the extent relating to a Bank Services Agreement, thirty (30) day period) or cannot after diligent attempts by Borrower such Loan Party be cured within such ten (10) day period (or, solely to the extent relating to a Bank Services Agreement, thirty (30) day period), and such default is likely to be cured within a reasonable time, then Borrower such Loan Party shall have an additional reasonable period (which shall not in any case exceed thirty (30) days (or, solely to the extent relating to a Bank Services Agreement, sixty (60) days)) to attempt to cure such default, so long as such Loan Party continues to diligently attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but no Credit Extensions shall will be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) abovemade;
Appears in 3 contracts
Sources: Loan and Security Agreement (AvePoint, Inc.), Loan and Security Agreement (AvePoint, Inc.), Loan and Security Agreement (Apex Technology Acquisition Corp)
Covenant Default. (a) Borrower Issuer or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes; Pensions), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries); 6.12 (Title Ownership of Operating Company), 6.15 (ASX Letter) or 6.13 6.16 (Further AssurancesAmendment No. 3 Post-Closing Covenant) or Borrower Issuer violates any covenant provision in Section 7; or
(b) BorrowerIssuer, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documentsother Note Document to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten thirty (1030) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten thirty (1030) day period or cannot after diligent attempts by Borrower Issuer or such Subsidiary, as applicable, be cured within such ten thirty (1030) day period, and such default is likely to be cured within a reasonable time, then Borrower Issuer shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Notes shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 3 contracts
Sources: Note Purchase Agreement (5E Advanced Materials, Inc.), Note Purchase Agreement (5E Advanced Materials, Inc.), Note Purchase Agreement (5E Advanced Materials, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2(a)(i), (ii), (iii), (vii), (ix), (x), (xi), (xii), (xiii) or (xiv) or 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 3 contracts
Sources: Loan and Security Agreement (Syndax Pharmaceuticals Inc), Loan and Security Agreement (Syndax Pharmaceuticals Inc), Loan and Security Agreement (Syndax Pharmaceuticals Inc)
Covenant Default. (a) Borrower Borrowers fail or any of its Subsidiaries fails or neglects neglect to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (New Equity), 6.8 (Protection of Intellectual Property Rights), 6.9 (Notice Litigation Cooperation), 6.10 (Notices of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), Investments in Subsidiaries) or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or any Borrower violates any covenant in Section 7; or
(b) Borrower, Borrowers or any of its Subsidiaries, their Subsidiaries fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower Borrowers be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower Borrowers shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 3 contracts
Sources: Loan and Security Agreement (Sophiris Bio Inc.), Loan and Security Agreement (Sophiris Bio Inc.), Loan and Security Agreement (Sophiris Bio Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Bank Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Financial Covenant), 6.11 (Landlord Waivers; Bailee Waivers), or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 3 contracts
Sources: Loan and Security Agreement (Syros Pharmaceuticals, Inc.), Loan and Security Agreement (Syros Pharmaceuticals, Inc.), Loan and Security Agreement (Syros Pharmaceuticals, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements6.4, Reports6.5, Certificates)6.6, 6.4 (Taxes)6.7, 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default6.8(c), 6.11 (Landlord Waivers; Bailee Waivers), or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) BorrowerBorrower fails or neglects to perform any obligation in Section 6.2 and has failed to cure the default within five (5) Business Days after Bank provides notice to Borrower thereof, or any provided however such 5 day notice/cure period shall only be available to Borrower two (2) times during the term of its Subsidiaries, this Agreement;
(c) Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days Business Days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day Business Day period or cannot after diligent attempts by Borrower be cured within such ten (10) day Business Day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) daysBusiness Days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace Cure periods provided under this Section section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection clause (a) above;
Appears in 3 contracts
Sources: Loan and Security Agreement (Cornerstone OnDemand Inc), Loan and Security Agreement (Cornerstone OnDemand Inc), Loan and Security Agreement (Cornerstone OnDemand Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Performance to Plan; Revenues), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 3 contracts
Sources: Loan and Security Agreement (Invitae Corp), Loan and Security Agreement (Invitae Corp), Loan and Security Agreement (Invitae Corp)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) ), or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 3 contracts
Sources: Loan and Security Agreement (Relypsa Inc), Loan and Security Agreement (Relypsa Inc), Loan and Security Agreement (Relypsa Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Section 2.4 or Sections 6.2 (Financial Statements6.5, Reports6.7, Certificates6.8, 6.9(a), 6.4 (Taxes)6.10, 6.5 (Insurance)or 6.12, 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(bi) BorrowerBorrower fails or neglects to perform any obligation in Section 6.2 and such failure or neglect continues for more than five (5) days after the occurrence thereof or (ii) Borrower fails or neglects to perform any obligation in Section 6.9(b), or and as to any default under such section, has failed to cure the default within thirty (30) days after the occurrence thereof, in which case such thirty (30) day period shall commence on the first Business Day on which Borrower fails to have consolidated Liquidity of its Subsidiaries, not less than Five Million Dollars ($5,000,000.00); or
(c) Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace Cure periods provided under this Section 8.2(c) shall not apply, among other things, to financial covenants or any other covenants set forth in subsection clause(s) (a) and (b) above;
Appears in 3 contracts
Sources: Loan and Security Agreement (iRhythm Technologies, Inc.), Loan and Security Agreement (iRhythm Technologies, Inc.), Loan and Security Agreement (iRhythm Technologies, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 6.10 (Landlord Waivers; Bailee WaiversFinancial Covenant), 6.12 (Creation/Acquisition of Subsidiaries) or ), 6.13 (Further Assurances) or 6.14 (Accounts Receivable) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 3 contracts
Sources: Loan and Security Agreement (Castle Biosciences Inc), Loan and Security Agreement (Castle Biosciences Inc), Loan and Security Agreement (Castle Biosciences Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 6.13(b) (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Clarus Therapeutics Inc), Loan and Security Agreement (Clarus Therapeutics Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements6.2, Reports6.3, Certificates6.4, 6.5, 6.6, 6.8, 6.9, 6.10(c), 6.4 (Taxes)or 6.12, 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7. Notwithstanding the foregoing, if Borrower fails to comply with the financial covenant set forth in Section 6.9(b) for any Free Cash Flow Testing Period, it shall not be deemed to be an Event of Default if Borrower provides evidence to Bank, satisfactory to Bank in its sole discretion, within two (2) Business Days’ of Bank’s request therefor, that Borrower had an Adjusted Quick Ratio of at least 0.80:1.0 at all times during such Free Cash Flow Testing Period; or
(b) Borrower, or any of its Subsidiaries, Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (101 0) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace Cure periods provided under this Section section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection clause (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Basis Global Technologies, Inc.), Loan and Security Agreement (Basis Global Technologies, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) ), or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Acceleron Pharma Inc), Loan and Security Agreement (Acceleron Pharma Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 6.10 (Landlord Waivers; Bailee WaiversFinancial Covenant), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Sutro Biopharma Inc), Loan and Security Agreement (Sutro Biopharma Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Zogenix, Inc.), Loan and Security Agreement (NanoString Technologies Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries), 6.12 (Notification and Consultation), Annex C (Merger Agreement Financing Provisions) or 6.13 (Further Assurances) or Borrower any Loan Party violates any covenant provision in Section 7; or
(b) Borrower, or any of its SubsidiariesGuarantor, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower or such Guarantor, as applicable, be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Vapotherm Inc), Loan and Security Agreement (Vapotherm Inc)
Covenant Default. (a) Borrower Any Loan Party or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 3.5 (Financial Statements, Reports, CertificatesPost-Close Obligations), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 6.14 (Further AssurancesRequired Calls) or Borrower any Loan Party violates any covenant provision in Section 7;
(b) Any Loan Party or any of its Subsidiaries fails or neglects to perform any obligation in 6.2 (Financial Statements, Reports, Certificates), or 6.7 (Protection of Intellectual Property Rights) and following notification of such failure or neglect by the Agent fails to cure such failure or neglect within two (2) Business Days; or
(bc) BorrowerAny Loan Party, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower such Loan Party or such Subsidiary, as applicable, be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower such Loan Party shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 2 contracts
Sources: Loan and Security Agreement (LumiraDx LTD), Loan and Security Agreement (LumiraDx LTD)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 ), 6.12 (Further AssurancesPost-Effective Date Obligations) or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower or such Subsidiary, as applicable, be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 2 contracts
Sources: Loan and Security Agreement (Ardelyx, Inc.), Loan and Security Agreement (Ardelyx, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 Accounts)¸6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after following receipt of notice by Borrower from Collateral Agent of the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Sientra, Inc.), Loan and Security Agreement (Sientra, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, apply to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Halozyme Therapeutics Inc), Loan and Security Agreement (Halozyme Therapeutics Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 6.3 (Account Receivable), 6.5 (Taxes), 6.5 6.6 (Insurance), 6.6 6.7 (Operating Accounts), 6.7 6.9 (Protection of Intellectual Property Rights), 6.9 6.11 (Notice of Litigation and Default), 6.11 6.12 (Landlord Waivers; Bailee Waivers), 6.12 6.13 (Creation/Acquisition of Subsidiaries) ), or 6.13 6.15 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (ConforMIS Inc), Loan and Security Agreement (ConforMIS Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 6.2, 6.3, 6.4, 6.6, 6.8, or 6.9 (Financial Statementsprovided, Reportshowever, Certificatesa default under Section 6.9 in and of itself will not constitute an Event of Default with respect to the Term Loan, and Bank will not exercise its rights and remedies hereunder with respect to the Term Loan if the only default hereunder is a default under Section 6.9), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Energy & Power Solutions, Inc.), Loan and Security Agreement (Energy & Power Solutions, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries A Loan Party fails or neglects to perform any obligation in Sections 6.2 (Financial StatementsSection 6, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or7 (other than Section 7.12).
(b) BorrowerA Loan Party violates the minimum consolidated net worth covenant in Section 7.12, or any of its Subsidiariesand as to such default under Section 7.12, has failed to cure such default within thirty (30) days after the occurrence thereof.
(c) A Loan Party fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) 9) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten twenty (1020) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten twenty (1020) day period or cannot after diligent attempts by Borrower the Loan Parties be cured within such ten twenty (1020) day period, and such default is likely to be cured within a reasonable time, then Borrower Loan Parties shall have an additional period (which shall not in any case exceed thirty twenty (3020) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace Cure periods provided under this Section clause (c) shall not apply, among other things, to financial covenants or any other covenants set forth in subsection Section 9.2 and clauses (a) and (b) above;.
(d) At any time after the execution and delivery thereof, the Guaranty, for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder.
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Aspen Group, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), ) or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants covenants, if any, or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Senseonics Holdings, Inc.), Loan and Security Agreement (Senseonics Holdings, Inc.)
Covenant Default. (a) Borrower any Credit Party or any of its their Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, any Credit Party or any of its their Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower the Credit Parties shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Durata Therapeutics, Inc.), Loan and Security Agreement (Durata Therapeutics, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower or such Subsidiary, as applicable, be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;Default.
Appears in 2 contracts
Sources: Loan and Security Agreement (Cardiva Medical, Inc.), Loan and Security Agreement (Ardelyx, Inc.)
Covenant Default. (a) Borrower Borrower, any Loan Party or any of its Subsidiaries their respective Subsidiaries, fails or neglects to perform any obligation in Sections 3.3 (Post-Closing Conditions), 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes; Pensions), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 6.8 (Protection and Registration of Intellectual Property Rights), 6.9 6.10 (Notice of Litigation Access to Collateral; Books and DefaultRecords), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, any Loan Party or any of its their respective Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan DocumentsDocuments to which it is party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower the relevant Loan Party be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower the relevant Loan Party shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Iterum Therapeutics PLC), Loan and Security Agreement
Covenant Default. (a) Borrower or any of its Subsidiaries If an Obligor fails or neglects to perform any obligation in under Sections 6.2 (Financial Statementsfinancial statements, Reportsreports, Certificatescertificates), 6.4 (Taxestaxes), 6.5 (Insuranceinsurance), 6.6 (Operating Accountsdeposit accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Defaultfinancial covenants), 6.11 (Landlord Waivers; Bailee Waiversfurther assurances), or 6.12 (Creation/Acquisition of Subsidiariesmaterial contracts) or 6.13 (Further Assurances) or Borrower violates any covenant of the covenants contained in Section 7Article 7 of this Agreement; or
(b) Borrower, or any of its Subsidiaries, If an Obligor fails or neglects to perform, keep, perform or observe any other material term, provision, condition, covenant or agreement contained in this Agreement or Agreement, in any of the Loan Documents, or in any other present or future agreement between an Obligor and Bank and as to any default (other than those specified in this Section 8) under such other term, provision, condition, condition or covenant or agreement that can be cured, has failed to cure the such default within ten (10) 10 days after the occurrence such Obligor receives notice thereof or any officer of such Obligor becomes aware thereof; provided, however, provided that if the default cannot by its nature be cured within the ten (10) 10 day period or cannot after diligent attempts by Borrower such Obligor be cured within such ten (10) 10 day period, and such default is likely to be cured within a reasonable time, then Borrower such Obligor shall have an additional reasonable period (which shall not in any case exceed thirty (30) days30 days after such Obligor receives notice thereof or any officer of such Obligor becomes aware thereof) to attempt to cure such default, so long as such Obligor continues to diligently attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but no Credit Extensions shall will be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;made.
Appears in 2 contracts
Sources: Loan and Security Agreement (Max International Inc), Loan and Security Agreement (Max International Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Financial Covenants), 6.11 (Landlord Waivers; Bailee WaiversPerformance Covenants), 6.12 6.13 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (CymaBay Therapeutics, Inc.), Loan and Security Agreement (CymaBay Therapeutics, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), ) or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Restoration Robotics Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries Any Loan Party fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), ) or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, Any Loan Party fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days Business Days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (1015) day Business Day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other the covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Pliant Therapeutics, Inc.), Loan and Security Agreement (Pliant Therapeutics, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under For purposes of this Section 8.2(b) only, “Subsidiaries” shall not applyexclude any single Subsidiary or group of Subsidiaries where such Subsidiary’s revenue or such group of Subsidiaries’ revenue (in each case in accordance with GAAP) or assets is less than 5.0% of the aggregate (A) revenue or (B) assets, among other thingsof the Borrower and all its Subsidiaries, to financial covenants or any other covenants set forth in subsection (a) above;each case measured on a consolidated basis for the Borrower and all its Subsidiaries.
Appears in 2 contracts
Sources: Loan and Security Agreement (Imprimis Pharmaceuticals, Inc.), Loan and Security Agreement (Imprimis Pharmaceuticals, Inc.)
Covenant Default. (a) If any Borrower fails to perform any obligation under Section 6.2, 6.4, 6.5, 6.6, 6.7, 6.11 or 6.12 or violates any of its Subsidiaries the covenants contained in Article 7 of this Agreement; or
(b) If any Borrower fails or neglects to perform any obligation in Sections 6.2 (Financial Statementsunder Section 6.1, Reports6.3, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights)6.8, 6.9 (Notice or 6.10 and has failed to cure such default within 10 days after any Borrower receives notice thereof or any officer of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or any Borrower violates any covenant in Section 7becomes aware thereof; or
(bc) Borrower, or If any of its Subsidiaries, Borrower fails or neglects to perform, keep, perform or observe any other material term, provision, condition, covenant or agreement contained in this Agreement or Agreement, in any of the Loan Documents, or in any other present or future agreement between any Borrower and Bank and as to any default (other than those specified in this Section 8) under such other term, provision, condition, condition or covenant or agreement that can be cured, has failed to cure the such default within ten (10) days after the occurrence any Borrower receives notice thereof or any officer of any Borrower becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower Borrowers be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower Borrowers shall have an additional reasonable period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, so long as Borrowers continue to diligently attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but no Credit Extensions shall will be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) abovemade;
Appears in 2 contracts
Sources: Loan and Security Agreement (Upland Software, Inc.), Loan and Security Agreement (Upland Software, Inc.)
Covenant Default. (a) If Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections under Section 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), or Section 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant of the covenants or provisions contained in Section 7Article 7 of this Agreement; or
(b) BorrowerExcept as specifically provided in subsection (a) above, or any of its Subsidiaries, if Borrower fails or neglects to perform, keep, or observe perform any other term, provision, condition, covenant obligation under Article 6 or agreement contained in this Agreement or violates any Loan Documentsother provision of Article 6, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the such default within ten (10) 10 days after Borrower receives notice thereof or any officer of Borrower becomes aware thereof; or
(c) Except as specifically provided in subsections (a) and (b) above, if Borrower fails or neglects to perform or observe any other material term, provision, condition, covenant contained in this Agreement, in any of the occurrence Loan Documents, or in any other present or future agreement between Borrower and Bank and as to any default under such other term, provision, condition or covenant that can be cured, has failed to cure such default within 15 days after Borrower receives notice thereof or any officer of Borrower becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) 15 day period or cannot after diligent attempts by Borrower be cured within such ten (10) 15 day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period (which shall not in any case exceed thirty (30) 45 days) to attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but no Credit Extensions shall will be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) abovemade;
Appears in 2 contracts
Sources: Loan and Security Agreement (Multimedia Games Inc), Loan and Security Agreement (Multimedia Games Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 6.10 (Landlord Waivers; Bailee Waivers), 6.12 6.11 (Creation/Acquisition of Subsidiaries) or 6.13 6.12 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Inhibrx, Inc.), Loan and Security Agreement (Inhibrx, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty forty (3040) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Lombard Medical, Inc.), Loan and Security Agreement (Lombard Medical, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 6.14 (Further AssurancesSecurities Corporation) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Sigilon Therapeutics, Inc.), Loan and Security Agreement (Sigilon Therapeutics, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Auspex Pharmaceuticals, Inc.), Loan and Security Agreement (Auspex Pharmaceuticals, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 6.5 (Taxes), 6.5 6.6 (Insurance), 6.6 6.7 (Operating Accounts), 6.7 6.8 (Financial Covenant), 6.9 (Protection of Intellectual Property Rights), 6.9 6.11 (Notice of Litigation and Default), 6.11 6.12 (Landlord Waivers; Bailee Waivers), 6.12 6.13 (Creation/Acquisition of Subsidiaries) ), or 6.13 6.15 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (ConforMIS Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 6.10 (Landlord Waivers; Bailee WaiversFinancial Covenant), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 77 or Section 13; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereofearlier of (i) the date on which an executive officer (including, without limitation, a president, chief executive officer, chief financial officer, secretary, vice president or general counsel) of Borrower becomes aware, or through the exercise of reasonable diligence should have become aware, of such failure and (ii) the date on which notice shall have been given to Borrower from Collateral Agent; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Cytori Therapeutics, Inc.), Loan and Security Agreement (Cytori Therapeutics, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice Notices of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 6.13(b) (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Inspire Medical Systems, Inc.), Loan and Security Agreement (Inspire Medical Systems, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower Subsidiaries)or any Loan Party violates any covenant provision in Section 7; or
(b) Borrower, or any of its SubsidiariesGuarantor, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower or such Guarantor, as applicable, be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Vapotherm Inc), Loan and Security Agreement (Vapotherm Inc)
Covenant Default. (a) a. Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) b. Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Xeris Pharmaceuticals Inc), Loan and Security Agreement (NeoStem, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 ), 6.11 (Further AssurancesMinimum Liquidity), 6.12 (Board Observation Rights) or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loan shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Transenterix Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Financial Covenant), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or ), 6.13 (Further Assurances) Intellectual Property Lien Event), or Borrower violates any covenant in Section 7; or
(b) Borrower, Borrower or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (Centrexion Therapeutics Corp), Loan and Security Agreement (Centrexion Therapeutics Corp)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice notice of Litigation and Default), 6.10 (Financial Covenant), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (ObsEva SA), Loan and Security Agreement (ObsEva SA)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower or such Subsidiary, as applicable, be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 2 contracts
Sources: Loan and Security Agreement (Tetraphase Pharmaceuticals Inc), Loan and Security Agreement (T2 Biosystems, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 6.1(a) (Financial Statements, Reports, Certificatesfirst sentence only), 6.4 (Taxes)6.2, 6.5 (Insurance)6.4, 6.6 (Operating Accounts)6.5, 6.6, 6.7 (Protection of Intellectual Property Rights)or 6.12, 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) 6.13 or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, Borrower or any of its Subsidiaries, Subsidiaries fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan DocumentsDocuments to which it is party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after Borrower or any of its Subsidiaries becomes aware or should have become aware of the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace Cure periods provided under this Section section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection clause (a) above;
Appears in 2 contracts
Sources: Loan and Security Agreement (TRIA Beauty, Inc.), Loan and Security Agreement (TRIA Beauty, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or ), 6.12 (Financial Covenant), 6.13 (Further AssurancesLiquidity Covenant), or 6.14 (Post-Closing Obligations) or Borrower violates any provision in Section 7; provided, however, in the event that Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.12, Borrower may cure such breach by means of submitting a new Board-approved financial plan to Collateral Agent under which Borrower is expected to (i)(x) break even on a cash flow basis prior to Maturity Date (which financial plan must be acceptable to Collateral Agent in its sole discretion) and (y) pay all of its Obligations under the Loan Documents (including, without limitation, all payments of interest and principal), no later than thirty (30) days after the occurrence of the breach of the financial covenant and (ii) raise, no later than thirty (30) days after the submission of such financial plan to Collateral Agent, such amount of capital from the sale and issuance of its equity securities having terms acceptable to Required Lenders as required per the new financial plan; provided, that upon such cure a set forth in (i) and (ii) above, the parties shall amend the covenant in Section 76.12 in accordance with the new financial plan which amendment must be acceptable to Collateral Agent and shall, among other things, require Borrower to achieve One Hundred percent (100.00%) of the revenue projections set forth in the new financial plan; provided further, in the event that Borrower fails to comply with the requirement to deliver an Unqualified Audit Opinion on the financial statements set forth in Section 6.2(a)(ii), Borrower may cure such breach by either (i) raising, no later than sixty (60) days following the date of such audit opinion, an amount of capital, from the sale and issuance of its equity securities or Subordinated Debt, in each case on terms acceptable to Required Lenders, equal to the difference between the Borrower’s projected twelve months cash burn and the Borrower’s cash balance at the time of the audit opinion, or (ii) electing to increase the applicable minimum Liquidity Covenant in Section 6.13 to 35% of the aggregate principal amount of Term Loans funded (subject to appropriate increase in the event of Borrower’s delinquency in payment of its rent or accounts payable to critical vendors) until the issuance of an Unqualified Audit Opinion; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loan shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (aA) The Borrower shall fail to observe or perform any covenant, agreement or obligation of the Borrower under this Agreement, the TIFIA Bond or any other TIFIA Loan Document (other than in the case of its Subsidiaries fails any Payment Default or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Development Default), 6.11 (Landlord Waivers; Bailee WaiversB) SANDAG shall fail to observe or perform any covenant, agreement or obligation of SANDAG under the SANDAG Direct Agreement or (C) MTS shall fail to observe or perform any covenant, agreement or obligation of MTS under the MTS Direct Agreement, and any such failure described in clauses (A), 6.12 (Creation/Acquisition of SubsidiariesB) or 6.13 (Further AssurancesC) or Borrower violates any covenant in Section 7; or
shall not be cured within thirty (b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (1030) days after receipt by the occurrence applicable Borrower Related Party from the TIFIA Lender of written notice thereof; provided, however, that if the default such failure is capable of cure but cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower reasonably be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) day cure period, then no Event of Default shall be deemed to have occurred or be continuing under this Section 20(a)(ii) (Covenant Default), and such thirty (30) day cure period shall be extended by up to one hundred fifty (150) additional days, if and so long as (x) to attempt within such thirty (30) day cure period the Borrower, SANDAG or MTS, as applicable, shall commence actions reasonably designed to cure such defaultfailure and shall diligently pursue such actions until such failure is cured, and (y) such failure is cured within such reasonable time period one hundred eighty (180) days of the failure to cure date of the notice of default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;from the TIFIA Lender.
Appears in 1 contract
Sources: Tifia Loan Agreement
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), Section 6.10 (Trailing Revenue), 6.12 (Creation/Acquisition of Subsidiaries) or ), 6.13 (Further Assurances), 6.14 (Accounts Receivable), 6.15 (Remittance of Proceeds) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten twenty (1020) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten twenty (1020) day period or cannot after diligent attempts by Borrower be cured within such ten twenty (1020) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty forty (3040) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Minimum Cash), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries), 6.13 (Receipt of Royalties) or 6.13 6.14 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Acelrx Pharmaceuticals Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or;
(b) BorrowerBorrower fails or neglects to perform any obligations in Section 6.6 within three (3) Business Days of when due,
(c) Borrower fails or neglects to perform any obligations in Sections 6.2, 6.3, 6.4, 6.5, or any 6.10 within five (5) days of its Subsidiarieswhen due, or
(d) Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace Cure periods provided under this Section section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection clause (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (TerraVia Holdings, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 3.6 (Post-Closing Obligations), 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten twenty (1020) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten twenty (1020) day period or cannot after diligent attempts by Borrower or such Subsidiary, as applicable, be cured within such ten twenty (1020) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Minimum Revenue), 6.11 (Landlord Waivers; Bailee Waivers), or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten twenty (1020) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten twenty (1020) day period or cannot after diligent attempts by Borrower be cured within such ten twenty (1020) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Puma Biotechnology, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries), 6.12 (Financial Covenant) or 6.13 (Further AssurancesLiquidity Covenant) or Borrower violates any provision in Section 7; provided, however, in the event that the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.12(b), Borrower may cure such breach by means of submitting a new financial plan to Collateral Agent (which financial plan must be acceptable to Collateral Agent) no later than thirty (30) days after B▇▇▇▇▇▇▇’s knowledge of the occurrence of such breach and raising, no later than sixty (60) days after the submission of such financial plan to Collateral Agent, such amount of capital from the sale and issuance of its equity securities as required per the new financial plan; provided, that upon such cure the parties shall amend the covenant in Section 76.12(b) in accordance with the new financial plan which amendment must be acceptable to Collateral Agent and shall, among other things, require Borrower to achieve 100% of the revenue projections set forth in the new financial plan; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those defaults otherwise specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days Business Days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day Business Day period or cannot after diligent attempts by Borrower be cured within such ten (10) day Business Day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loan shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) If Borrower fails to perform any obligation under Sections 6.6 (primary accounts), 6.7 (financial covenants), or 6.10 (Security Transfer of Title Agreement), or violates any of its Subsidiaries the covenants contained in Article 7 of this Agreement;
(b) If Borrower fails to perform any obligation set forth in Section 6.2 (financial reporting), 6.4 (taxes), or 6.5 (insurance), Borrower shall have 10 days to cure such default, and within such cure period the failure to have cured such default shall not be deemed an Event of Default but no Credit Extensions will be made; or
(c) If Borrower fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other material term, provision, condition, covenant or agreement contained in this Agreement or Agreement, in any of the Loan Documents, or in any other present or future agreement between Borrower and Bank and as to any default (other than those specified in this Section 8) under such other term, provision, condition, condition or covenant or agreement that can be cured, has failed to cure the such default within ten (10) 10 days after the occurrence Borrower receives notice thereof or any officer of Borrower becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) 10 day period or cannot after diligent attempts by Borrower be cured within such ten (10) 10 day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period (which shall not in any case exceed thirty (30) 30 days) to attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but no Credit Extensions shall will be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;made.
Appears in 1 contract
Sources: Loan and Security Agreement (Celator Pharmaceuticals Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Section 5 (other than Sections 6.2 5.2 (Financial Statements, Reports, CertificatesGovernment Compliance), 6.4 5.9 (TaxesLitigation Cooperation), 6.5 5.10 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation Inventory; Returns) and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 5.11 (Further Assurances)) or Borrower violates any covenant in Section 76; or
(b) Borrower, or any of its Subsidiaries, Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant covenant, or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) 7) under such other term, provision, condition, covenant covenant, or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day 10)-day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) 30 days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace Cure periods provided under this Section section shall not apply, among other things, to financial covenants (if any) or any other covenants that are required to be satisfied, completed, or tested by a date certain or any covenants set forth in subsection clause (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Candel Therapeutics, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice Notices of Litigation and Default), 6.10 (Minimum Liquidity), 6.11 (Landlord Waivers; Bailee Waivers), ) or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Borrower’s Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, CertificatesTaxes; Pensions), 6.4 (Taxes), 6.5 6.3 (Insurance), 6.6 (Operating Accounts), 6.7 6.4 (Protection of Intellectual Property Rights), 6.9 6.5 (Notice of Litigation and Default), 6.11 6.6 (Landlord Waivers; Bailee Waivers), 6.12 6.7 (Creation/Acquisition of Subsidiaries) or 6.13 6.8 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Financial Covenant), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Financial Covenant), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or ), 6.13 (Further Assurances) or 6.14 (Accounts Receivable) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Financial Covenant), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified elsewhere in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the earlier of the date that a Responsible Officer of Borrower has knowledge of the occurrence thereofthereof or Borrower receives written notice thereof from Collateral Agent; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Soleno Therapeutics Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Minimum Net Sales), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries Loan Party fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; oror [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(b) Borrower, or any of its SubsidiariesLoan Party, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) [ * ] days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) [ * ] day period or cannot after diligent attempts by Borrower be cured within such ten (10) [ * ] day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) [ * ] days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries Loan Party fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 6.13 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of SubsidiariesFinancial Covenant) or 6.13 6.14 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its SubsidiariesLoan Party, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) [ * ] days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) [ * ] day period or cannot after diligent attempts by Borrower be cured within such ten (10) [ * ] day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) [ * ] days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Section 5 (other than Sections 6.2 5.2 (Financial Statements, Reports, CertificatesGovernment Compliance), 6.4 5.10 (TaxesLitigation Cooperation), 6.5 5.13 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation Inventory; Returns) and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 5.14 (Further Assurances)) or Borrower violates any covenant in Section 76; or
(b) Borrower, or any of its Subsidiaries, Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) 7) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after notice or knowledge of the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty forty five (3045) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace Cure periods provided under this Section section shall not apply, among other things, to financial covenants or any other covenants that are required to be satisfied, completed or tested by a date certain or any covenants set forth in subsection clause (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 3.3 (Post-Close Requirements), 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereofearlier of Knowledge thereof by the Responsible Officers or notice of such failure from Collateral Agent; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower or such Subsidiary, as applicable, be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 1 contract
Covenant Default. 31
(a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 3.6 (Post-Close Requirements), 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) ), or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereofearlier of Knowledge thereof by the Responsible Officers or notice of such failure from Collateral Agent; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower or such Subsidiary, as applicable, be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries Guarantor fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice Notices of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) ), 6.11 (Neuromed Pharmaceuticals, Inc., 6.12 (0797733 B.C. Ltd), or 6.13 (Further AssurancesZalicus Securities Corporation) or Borrower or violates any covenant in Section 7; or
(b) Borrower, Guarantor or any of its Subsidiaries, their Subsidiaries fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 6.10 (Landlord Waivers; Bailee Waivers), 6.12 6.11 (Creation/Acquisition of Subsidiaries), 6.12 (Further Assurances) or 6.13 (Further AssurancesSBA PPP Loan) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a1) If any Borrower fails to perform any obligation under Sections 6.2, 6.5. 6.6, 6.7 or 6.10 or violates any of the covenants contained in Article 7 of this Agreement;
(2) If any Borrower fails to perform any obligation under Sections 6.1, 6.3, 6.4, 6.8 or 6.9 and that failure, if capable of being remedied, is not remedied within ten (10) days after a Borrower receives notice thereof or any officer of its Subsidiaries a Borrower becomes aware thereof; or
(3) If any Borrower fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other material term, provision, condition, covenant or agreement contained in this Agreement or Agreement, in any of the Loan Documents, or in any other present or future agreement between any Borrower and Bank and as to any default (other than those specified in this Section 8) under such other term, provision, condition, condition or covenant or agreement that can be cured, has failed to cure the such default within ten fifteen (1015) days after the occurrence a Borrower receives notice thereof or any officer of a Borrower becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower Borrowers be cured within such ten fifteen (1015) day period, and such default is likely to be cured within a reasonable time, then Borrower Borrowers shall have an additional reasonable period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, so long as Borrowers continue to diligently attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but no Credit Extensions shall will be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;made.
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries Loan Party fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 6.10 (Landlord Waivers; Bailee Waivers), 6.12 6.11 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, Loan Party fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) ), or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement (other than Section 12.14 of this Agreement) or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Ocera Therapeutics, Inc.)
Covenant Default. (a) If Borrower or any of its Subsidiaries fails or neglects to perform any obligation in under Sections 6.2 (Financial Statements6.2, Reports, Certificates), 6.4 (Taxes)6.4, 6.5 (Insurance), 6.6 (Operating Accounts), or 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant of the covenants contained in Article 7 of this Agreement; provided, however, that with respect to Borrower’s first failure to perform an obligation under Section 76.2 Borrower shall have an additional ten (10) day period to attempt to cure such default and within such ten (10) day period the failure to have cured such default shall not be deemed an Event of Default (provided that no Credit Extensions will be made during such cure period; and provided, further, that following the first failure to perform an obligation under Section 6.2 Borrower shall not be entitled to a 10-day grace period for any future violation of that or any other obligation under Section 6.2); or
(b) Borrower, or any of its Subsidiaries, If Borrower fails or neglects to perform, keep, or observe any other material term, provision, condition, covenant covenant, or agreement contained in this Agreement or Agreement, in any of the Loan Documents, or in any other present or future agreement between Borrower and Bank and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the such default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but provided that no Credit Extensions shall will be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice Notices of Litigation and Default), 6.10 (Investments in Subsidiaries) or 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) ), or Borrower or violates any covenant in Section 7; or
(b) Borrower, Borrower or any of its Subsidiaries, Subsidiary fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other material term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence and Borrower’s knowledge (or, when Borrower reasonably should have known) thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Supernus Pharmaceuticals Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Financial Covenant), 6.11 (Landlord Waivers; Bailee Waivers), or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice Notices of Litigation and Default), 6.11 6.10 (Landlord Waivers; Bailee WaiversInvestments in Subsidiaries), 6.12 6.11 (Creation/Acquisition of Subsidiaries) or ), 6.13 (Further AssurancesSBA Lender Requirements) or Borrower violates any covenant in Section 7; or
(b) Borrower, Borrower or any of its Subsidiaries, Subsidiary fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Advances shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Anacor Pharmaceuticals, Inc.)
Covenant Default. (a) Borrower fails to perform any covenants contained in Article 6 (Affirmative Covenants) or violates any of the covenants contained in Article 7 (Negative Covenants) of this Agreement and, either (i) such failure or violation is, by its nature, not capable of cure, or (ii) as to any such failure or violation that, by its nature, can be cured, Borrower has failed to cure the same within thirty (30) days after the earlier of (A) Borrower receiving notice thereof and (B) any officer of Borrower becoming aware thereof; provided, however, that if such failure or violation cannot by its nature be cured within the 30- day period or cannot after diligent attempts by Borrower be cured within such thirty (30) day period, and such failure or violation is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period to attempt to cure such default, and within such reasonable time period the failure to have cured such default shall not be deemed an Event of Default; provided, however, that such additional reasonable period shall not exceed sixty (60) days; provided, further, that this Section 8.2(a) shall not be applicable to Section 6.9 (Debt Service Coverage Ratio) of this Agreement.
(b) A “default” or “event of default”, as defined in any other Loan Document, or in any other current or future agreement between Borrower or any of its Subsidiaries other Borrower Party and Bank occurs.
(c) Borrower fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or Agreement, in any of the other Loan Documents, or in any other present or future agreement between Borrower and Bank, other than as specified in any other provision of this Article 8, and either (i) such failure or neglect to perform or observe is, by its nature, not capable of cure, or (ii) as to any default (other than those specified in this Section 8) under such other termfailure or neglect to perform or observe that, provisionby its nature, condition, covenant or agreement that can be cured, Borrower has failed to cure the such default within ten thirty (1030) days after the occurrence earlier of (A) Borrower receiving notice thereof and (B) any officer of Borrower becoming aware thereof; provided, however, that if the default failure or neglect to perform or observe cannot by its nature be cured within the ten thirty (1030) day period or cannot after diligent attempts by Borrower be cured within such ten thirty (1030) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;Default.
Appears in 1 contract
Sources: Loan and Security Agreement (Principal Solar, Inc.)
Covenant Default. (a) If Borrower or any of its Subsidiaries fails or neglects to perform any obligation in under Sections 6.2 or 6.7 or violates any of the covenants contained in Section 7 of this Agreement, provided, however, that failure to perform under Section 6.7 may be cured by the pledge, within five Business Days of such failure to perform, of unrestricted, unencumbered cash at Bank in an amount sufficient to secure the entire amount of the Obligations (Financial Statementsincluding without limitation any outstanding Letters of Credit and Cash Management Services) then outstanding on terms satisfactory to Bank (provided that, Reportsafter such cure, CertificatesBank shall have no further obligation to make Credit Extensions to Borrower which are not cash secured), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, If Borrower fails or neglects to perform, keep, or observe any other material term, provision, condition, covenant covenant, or agreement contained in this Agreement or Agreement, in any of the Loan Documents, or in any other present or future agreement between Borrower and Bank and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the such default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but provided that no Credit Extensions shall will be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Financial Covenant), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 6.10 (Landlord Waivers; Bailee Waivers), 6.12 6.11 (Creation/Acquisition of Subsidiaries) ), or 6.13 (Further AssurancesMinimum Cash Balance) or Borrower violates any covenant in Section 7; or
7 (b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Inhibrx Biosciences, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice Notices of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) ), or 6.13 6.14 (Further AssurancesISIS Telecommunications) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Borrower’s Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section subsection shall not apply, among other things, to financial covenants or any other the covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower Issuer or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes; Pensions), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 Issuer violates any provision in Section 7 (Further Assurancesother than Section 7.15);
(b) Issuer fails or neglects to perform, keep, or observe the covenants in (i) Section 6.12 (but subject to the provisions in Section 6.13) or Borrower violates any covenant in Section 77.15(a), or (ii) Section 7.15(b); or
(bc) BorrowerIssuer, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documentsother Note Document to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten twenty (1020) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten twenty (1020) day period or cannot after diligent attempts by Borrower Issuer or such Subsidiary, as applicable, be cured within such ten twenty (1020) day period, and such default is likely to be cured within a reasonable time, then Borrower Issuer shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Notes shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Note Purchase Agreement (Senseonics Holdings, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 4.1 (Grant of Security Interest), 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 6.10 (Landlord Waivers; Bailee WaiversFinancial Covenant), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Strongbridge Biopharma PLC)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten twenty (1020) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten twenty (1020) day period or cannot after diligent attempts by Borrower be cured within such ten twenty (1020) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.10 (Creation/Acquisition of Subsidiaries), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), Financial Covenant) or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further AssurancesMinimum Liquidity) or Borrower violates any covenant provision in Section 7; provided, however, in the event that the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.11, Collateral Agent may, in its sole discretion, allow Borrower to cure such breach by means of raising such amount of capital from the sale and issuance of its equity securities during such period of time as Collateral Agent may permit in its sole discretion; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loan shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 1 contract
Sources: Loan and Security Agreement (Bionano Genomics, Inc)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice Notices of Litigation and Default), 6.10 (Minimum Liquidity), 6.11 (Landlord Waivers; Bailee Waivers), ) or 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Borrower’s Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Sunesis Pharmaceuticals Inc)
Covenant Default. (a) If Borrower or any of its Subsidiaries fails or neglects to perform any obligation in under Article 6 (other than Sections 6.2 (Government Compliance), 6.3 (Financial Statements, Reports, Certificates), 6.4 (TaxesInventory; Returns), 6.5 6.6 (Insurance), 6.6 6.9 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 ), 6.11 (Further Assurances) and 6.13 (Assignment of Claims)) or Borrower violates any covenant of the covenants contained in Article 7 of this Agreement;
(b) If Borrower fails or neglects to perform any obligation under Section 6.3 for a period of more than five (5) Business Days after the applicable date for the delivery of such materials, notice or information set forth in Section 76.3; or
(bc) Borrower, or any of its Subsidiaries, If Borrower fails or neglects to perform, keep, perform or observe any other term, provision, condition, covenant or agreement contained in this Agreement Agreement, or in any of the other Loan Documents, and and, as to any default (other than those specified in this Section 8) under such other term, provision, condition, or covenant or agreement that can be cured, has failed to cure the such default within ten (10) days Business Days after the occurrence Borrower receives notice thereof or any officer of Borrower becomes aware thereof; provided, however, that that, if the default cannot by its nature be cured within the ten (10) day Business Day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, Business Day period and such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but no Credit Extensions shall will be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Intuitive Machines, Inc.)
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten fifteen (1015) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten fifteen (1015) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 Sections6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Covenant Default. (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 3.5 (Post-Closing Obligations), 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 6.10 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant provision in Section 7; or
(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any other Loan DocumentsDocument to which such person is a party, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten twenty (1020) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten twenty (1020) day period or cannot after diligent attempts by Borrower or such Subsidiary, as applicable, be cured within such ten twenty (1020) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions Term Loans shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;.
Appears in 1 contract
Covenant Default. (a) If Borrower or any of its Subsidiaries fails or neglects to perform any obligation in under Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxestaxes), 6.5 (Insuranceinsurance), 6.6 (Operating Accountsprimary accounts) or 6.7 (financial covenants), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant of the covenants contained in Section 7Article 7 of this Agreement; or
(b) BorrowerIf Borrower fails to perform any obligation set forth in Section 6.2 (financial reporting), or any Borrower shall have 10 days to cure such default, and within such cure period the failure to have cured such default shall not be deemed an Event of its Subsidiaries, Default but no Credit Extensions will be made; or
(c) If Borrower fails or neglects to perform, keep, perform or observe any other material term, provision, condition, covenant or agreement contained in this Agreement or Agreement, in any of the Loan Documents, or in any other present or future agreement between Borrower and Bank and as to any default (other than those specified in this Section 8) under such other term, provision, condition, condition or covenant or agreement that can be cured, has failed to cure the such default within ten (10) 15 days after the occurrence Borrower receives notice thereof or any officer of Borrower becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) 15 day period or cannot after diligent attempts by Borrower be cured within such ten (10) 15 day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period (which shall not in any case exceed thirty (30) 30 days) to attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but no Credit Extensions shall will be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) abovemade;
Appears in 1 contract
Sources: Loan and Security Agreement (Igi Laboratories, Inc)
Covenant Default. (a) If Borrower or any of its Subsidiaries fails or neglects to perform any obligation ---------------- under Article 6 or violates any of the covenants contained in Article 7 of this Agreement, provided that if Borrower fails to perform any obligation under Article 6 (except those contained in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights)6.8, 6.9 and 6.10) that can be cured, Borrower shall have five (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries5) or 6.13 (Further Assurances) or Business Days after Borrower violates any covenant in Section 7; or
(b) Borrower, receives notice thereof from Bank or any officer of its Subsidiaries, Borrower becomes aware thereof to cure such default. If Borrower fails or neglects to perform, keep, or observe any other material term, provision, condition, covenant covenant, or agreement contained in this Agreement (other than those contained in Article 6 or Article 7 of this Agreement) in any of the Loan Documents, or in any other present or future agreement between Borrower and Bank and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the such default within ten thirty (1030) days after the occurrence Borrower receives notice thereof from Bank or any officer of Borrower becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the ten thirty (1030) day period or cannot after diligent attempts by Borrower be cured within such ten thirty (1030) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period (which shall not in any case exceed thirty sixty (3060) days) to attempt to cure such default, and within such reasonable time period the failure to cure the have cured such default shall not be deemed an Event of Default (but provided that no Credit Extensions shall will be required to be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;
Appears in 1 contract
Sources: Loan and Security Agreement (Loudeye Technologies Inc)