Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Lenders and each of their Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders or such Affiliates to or for the credit or the account of Borrower against any and all of the Obligations, whether or not the Lenders shall have made any demand and although such obligations may be unmatured. The Lenders agree promptly to notify Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and their Affiliates under this Section 4.04 are in addition to other rights and remedies (including other rights of set-off) that the Lenders and their Affiliates may have.
Appears in 11 contracts
Sources: Term Loan Agreement (Decipher Biosciences, Inc.), Term Loan Agreement (Decipher Biosciences, Inc.), Term Loan Agreement (Decipher Biosciences, Inc.)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Lenders and each of their Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders or such Affiliates Affiliate to or for the credit or the account of the Borrower against any and all of the Obligations (other than Warrant Obligations), whether or not the Lenders shall have made any demand and although such obligations may be unmatured. The Lenders agree promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and their Affiliates under this Section 4.04 are in addition to other rights and remedies (including other rights of set-off) that the Lenders and their Affiliates may have.
Appears in 10 contracts
Sources: Term Loan Agreement (Valeritas Holdings Inc.), Term Loan Agreement (Valeritas Holdings Inc.), Term Loan Agreement (Valeritas Holdings Inc.)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Lenders and each of their respective Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by the Lenders or such Affiliates to or for the credit or the account of Borrower any Obligor against any and all of the Obligations, whether or not the Lenders shall have made any demand and although such obligations Obligations may be unmatured. The Lenders agree promptly to notify the Administrative Borrower after any such set-off set‑off and application, provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application. The rights of the Lenders and their respective Affiliates under this Section 4.04 are in addition to other rights and remedies (including other rights of set-offset‑off) that the Lenders and their respective Affiliates may have.
Appears in 8 contracts
Sources: Credit Agreement (Trinity Biotech PLC), Credit Agreement (Trinity Biotech PLC), Credit Agreement (Trinity Biotech PLC)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Lenders and each of their Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders or such Affiliates Affiliate to or for the credit or the account of Borrower against any and all of the Obligations, whether or not the Lenders shall have made any demand and although such obligations may be unmatured. The Lenders agree promptly to notify Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and their Affiliates under this Section 4.04 are in addition to other rights and remedies (including other rights of set-off) that the Lenders and their Affiliates may have.
Appears in 4 contracts
Sources: Term Loan Agreement (Raindance Technologies Inc), Term Loan Agreement (Exagen Diagnostics Inc), Term Loan Agreement (NanoString Technologies Inc)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Lenders and each of their Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders or such Affiliates Affiliate to or for the credit or the account of the Borrower against any and all of the Obligations, whether or not the Lenders shall have made any demand and although such obligations may be unmatured. The Lenders agree promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and their Affiliates under this Section 4.04 are in addition to other rights and remedies (including other rights of set-off) that the Lenders and their Affiliates may have.
Appears in 4 contracts
Sources: Term Loan Agreement (Tandem Diabetes Care Inc), Term Loan Agreement (Tandem Diabetes Care Inc), Term Loan Agreement (Tandem Diabetes Care Inc)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Lenders and each of their respective Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders or such Affiliates to or for the credit or the account of Borrower any Obligor against any and all of the Obligations, whether or not the Lenders shall have made any demand and although such obligations Obligations may be unmatured. The Lenders agree Any Person exercising rights of set-off hereunder agrees to promptly to notify Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and their respective Affiliates under this Section 4.04 are in addition to other rights and remedies (including other rights of set-off) that the Lenders and their respective Affiliates may have.
Appears in 4 contracts
Sources: Credit Agreement (IsoPlexis Corp), Credit Agreement and Guaranty (IsoPlexis Corp), Credit Agreement and Guaranty (IsoPlexis Corp)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Lenders and each of their Affiliates (which are either managed by such Lender or under common management with such Lender) are hereby authorized at any time and from time to time, to the fullest extent permitted by lawapplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders or such Affiliates to or for the credit or the account of Borrower against any and all of the Obligations, whether or not the Lenders shall have made any demand and although such obligations may be unmatured. The Lenders agree promptly to notify Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and their such Affiliates under this Section 4.04 4.04(a) are in addition to other rights and remedies (including other rights of set-off) that the Lenders and their such Affiliates may have.
Appears in 4 contracts
Sources: Term Loan Agreement, Term Loan Agreement (ViewRay, Inc.), Term Loan Agreement (ViewRay, Inc.)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Lenders and each of their Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders or such Affiliates Affiliate to or for the credit or the account of Borrower the Borrowers against any and all of the Obligations, whether or not the Lenders shall have made any demand and although such obligations may be unmatured. The Lenders agree promptly to notify Borrower the Borrowers after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and their Affiliates under this Section 4.04 are in addition to other rights and remedies (including other rights of set-off) that the Lenders and their Affiliates may have.
Appears in 3 contracts
Sources: Term Loan Agreement (TriVascular Technologies, Inc.), Term Loan Agreement (TriVascular Technologies, Inc.), Term Loan Agreement (TriVascular Technologies, Inc.)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Lenders and each of their Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders or such Affiliates Affiliate to or for the credit or the account of the Borrower against any and all of the Obligationsobligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to the Lenders, whether or not the Lenders shall have made any demand and although such obligations may be unmatured. The Lenders agree promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and their Affiliates under this Section 4.04 are in addition to other rights and remedies (including other rights of set-off) that the Lenders and their Affiliates may have.
Appears in 3 contracts
Sources: Term Loan Agreement (Corium International, Inc.), Term Loan Agreement (Corium International, Inc.), Term Loan Agreement (Corium International, Inc.)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Lenders Lender and each of their its Affiliates are is hereby authorized at any time and from time to time, to the fullest extent permitted by lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders or such Lender and any of its Affiliates to or for the credit or the account of Borrower any Obligor against any and all of the Obligations, whether or not the Lenders such Person shall have made any demand and although such obligations may be unmatured. The Lenders agree Lender agrees promptly to notify the Borrower after any such set-off and application, ; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders Lender and their each of its Affiliates under this Section 4.04 4.03 are in addition to other rights and remedies (including other rights of set-off) that the Lenders and their Affiliates such Persons may have.
Appears in 3 contracts
Sources: Credit Agreement (Sonendo, Inc.), Credit Agreement (Sonendo, Inc.), Credit Agreement (Sonendo, Inc.)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Lenders and each of their respective Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders or such Affiliates to or for the credit or the account of Borrower any Obligor against any and all of the Obligations, whether or not the Lenders shall have made any demand and although such obligations Obligations may be unmatured. The Lenders agree promptly to notify Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and their respective Affiliates under this Section 4.04 are in addition to other rights and remedies (including other rights of set-off) that the Lenders and their respective Affiliates may have.
Appears in 3 contracts
Sources: Credit Agreement (Molecular Templates, Inc.), Credit Agreement (Zymeworks Inc.), Credit Agreement (Zymeworks Inc.)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Lenders and each of their respective Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders or such Affiliates to or for the credit or the account of Borrower any Obligor against any and all of the Obligations, whether or not the Lenders shall have made any demand and although such obligations Obligations may be unmatured. The Lenders agree promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and their respective Affiliates under this Section 4.04 are in addition to other rights and remedies (including other rights of set-off) that the Lenders and their respective Affiliates may have.
Appears in 3 contracts
Sources: Credit Agreement (C4 Therapeutics, Inc.), Credit Agreement (C4 Therapeutics, Inc.), Credit Agreement (Agile Therapeutics Inc)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the each of Lenders and each of their Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time held or owing by the such Lenders or such Affiliates to or for the credit or the account of Borrower any Obligor against any and all of the Obligations, whether or not the Lenders such Person shall have made any demand and although such obligations may be unmatured. The Lenders agree promptly to notify Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and their Affiliates under this Section 4.04 are in addition to other rights and remedies (including other rights of set-off) that the Lenders and their Affiliates such Persons may have.
Appears in 2 contracts
Sources: Credit Agreement (Kadmon Holdings, LLC), Credit Agreement (Kadmon Holdings, LLC)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Lenders and each of their respective Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by the Lenders or such Affiliates to or for the credit or the account of Borrower any Obligor against any and all of the Obligations, whether or not the Lenders shall have made any demand and although such obligations Obligations may be unmatured. The Lenders agree promptly to notify the Administrative Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and their respective Affiliates under this Section 4.04 are in addition to other rights and remedies (including other rights of set-off) that the Lenders and their respective Affiliates may have.
Appears in 1 contract
Sources: Credit Agreement and Guaranty (Trinity Biotech PLC)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Lenders and each of their respective Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by the Lenders or such Affiliates to or for the credit or the account of Borrower any Obligor against any and all of the Obligations, whether or not the Lenders shall have made any demand and although such obligations Obligations may be unmatured. The Lenders agree promptly to notify Administrative Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and their respective Affiliates under this Section 4.04 are in addition to other rights and remedies (including other rights of set-off) that the Lenders and their respective Affiliates may have.
Appears in 1 contract
Sources: Credit Agreement and Guaranty (GeneDx Holdings Corp.)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Lenders and each of their respective Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders or such Affiliates to or for the credit or the account of Borrower any Obligor against any and all of the Obligations, whether or not the Lenders shall have made any demand and although such obligations Obligations may be unmatured. The Lenders agree Any Person exercising rights of set-off hereunder agrees to promptly to notify Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and their respective Affiliates under this Section 4.04 are in addition to other rights and remedies (including other rights of set-off) that the Lenders and their respective Affiliates may have.. (b)
Appears in 1 contract
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Lenders and each of their Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders or such Affiliates to or for the credit or the account of Borrower against any and all of the Obligations, whether or not the Lenders shall have made any demand and although such obligations may be unmatured. The Lenders agree promptly to notify Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and their Affiliates under this Section 4.04 are in addition to other rights and remedies (including other rights of set-off) that the Lenders and their Affiliates may have.. [*] – indicates deleted language 28
Appears in 1 contract
Sources: Term Loan Agreement (Navidea Biopharmaceuticals, Inc.)
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Lenders and each of their respective Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness Indebtedness at any time owing by the Lenders or such Affiliates to or for the credit or the account of Borrower any Obligor against any and all of the Obligations, whether or not the Lenders shall have made any demand and although such obligations Obligations may be unmatured. The Lenders agree promptly to notify Borrower after any such set-set off and application, provided that the failure to give such notice shall not affect the validity of such set-set off and application. The rights of the Lenders and their respective Affiliates under this Section 4.04 are in addition to other rights and remedies (including other rights of set-set off) that the Lenders and their respective Affiliates may have.
Appears in 1 contract
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Lenders and each of their respective Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders or such Affiliates to or for the credit or the account of Borrower any Obligor against any and all of the Obligations, whether or not the Lenders shall have made any demand and although such obligations Obligations may be unmatured. The Lenders agree promptly to notify the Borrower after any such set-off set‑off and application, provided that the failure to give such notice shall not affect the validity of such set-off set‑off and application. The rights of the Lenders and their respective Affiliates under this Section 4.04 are in addition to other rights and remedies (including other rights of set-offset‑off) that the Lenders and their respective Affiliates may have.
Appears in 1 contract
Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default, the Lenders and each of their Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by lawapplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders or such Affiliates to or for the credit or the account of Borrower against any and all of the Obligations, whether or not the Lenders shall have made any demand and although such obligations may be unmatured. The Lenders agree promptly to notify Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and their Affiliates under this Section 4.04 are in addition to other rights and remedies (including other rights of set-off) that the Lenders and their Affiliates may have.
Appears in 1 contract
Sources: Term Loan Agreement (Nevro Corp)