Common use of Disclosure Updates Clause in Contracts

Disclosure Updates. (a) Promptly, and in no event later than 15 Business Days after obtaining knowledge thereof, notify Lender: (i) if any written information, exhibit, or report furnished to Lender contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. Any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto; (ii) of all actions, suits, or proceedings brought by or against any Loan Party or any of its Subsidiaries before any court or Governmental Authority which reasonably could be expected to result in a Material Adverse Change, provided that, in any event, such notification shall not be later than 5 days after service of process with respect thereto on any Loan Party or any of its Subsidiaries; (iii) of any disputes or claims by any Borrower’s customers relating to the Accounts exceeding $100,000 individually during any fiscal year; (iv) of any loss or damage to any Collateral or any substantial adverse change in the Collateral, in each case having a value (prior to such loss, damage, or adverse change) of at least $100,000 individually; or (v) of a violation of any law, rule or regulation, the non-compliance with which reasonably could be expected to result in a Material Adverse Change; provided that the Loan Parties shall not be required to disclose to Lender any attorney-client privileged communication. (b) Promptly following knowledge thereof, notify Lender of any event or condition which constitutes a Default or an Event of Default and provide a statement of the action that such Borrower proposes to take with respect to such Default or Event of Default. (c) Promptly following the written request of Lender, each Loan Party shall deliver to Lender any other materials, reports, records or information reasonably requested relating to the operations, business affairs, financial condition of any Loan Party or its Subsidiaries or the Collateral.

Disclosure Updates. (a) Promptly, Promptly and in no event later than 15 5 Business Days after obtaining knowledge thereof or after the occurrence thereof, whichever is earlier, notify Lender: (i) if any written information, exhibit, or report furnished to Lender contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. Any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto; (ii) of all actions, suits, or proceedings brought by or against any Loan Party Borrower or any of its Subsidiaries before any court or Governmental Authority which reasonably could be expected to result in a Material Adverse Change, provided that, in any event, such notification shall not be later than 5 days 10 Business Days after service of process with respect thereto on any Loan Party Borrower or any of its Subsidiaries; (iii) of any disputes or claims by any Borrower’s customers relating to the Accounts exceeding $100,000 175,000 individually or $500,000 in the aggregate during any fiscal year; (iv) of any loss or damage to any Collateral or any substantial adverse change in the Collateral, Collateral in each case having a value (prior to such loss, damage, or adverse change) excess of at least $100,000 individually750,000; or (v) of a violation of any law, rule or regulation, the non-compliance with which reasonably could be expected to result in a Material Adverse Change; provided that the Loan Parties shall not be required to disclose to Lender any attorney-client privileged communication. (b) Promptly following Immediately upon obtaining knowledge thereof or after the occurrence thereof, notify Lender of any event or condition which constitutes a Default or an Event of Default and provide a statement of the action that such Borrower proposes to take with respect to such Default or Event of Default.. DA-3283712 v10 1286309-00040 (c) Promptly following the written Upon request of Lender, each Loan Party Borrower shall deliver to Lender any other materials, reports, records or information reasonably requested relating to the operations, business affairs, financial condition of any Loan Party Borrower or its Subsidiaries or the Collateral.

Disclosure Updates. (a) Promptly, Promptly and in no event later than 15 five (5) Business Days after obtaining knowledge thereof or after the occurrence thereof, whichever is earlier, notify Lenderthe Agent: (i) if any written information, exhibit, or report furnished to Lender the Agent or the Lenders contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. Any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto; (ii) of all actions, suits, or proceedings brought by or against any Loan Party or any of its Subsidiaries before any court or Governmental Authority which reasonably could be expected to result in a Material Adverse Change, provided provided, that, in any event, such notification shall not be later than 5 days after service of process with respect thereto on any Loan Party or any of its Subsidiaries; (iii) of (i) any disputes or claims by any Borrower’s or any other Loan Party’s customers relating to the Accounts exceeding $100,000 individually or $250,000 in the aggregate during any fiscal year; or (ii) Goods returned to or recovered by Borrower outside of the ordinary course of business, with a fair market value exceeding $100,000 individually or $250,000 in the aggregate; (iv) of any material loss or damage to any Collateral or any substantial adverse change in the Collateral, in each case having a value (prior to such loss, damage, or adverse change) of at least $100,000 individually; or; (v) of a violation of any law, rule or regulation, the non-compliance with which reasonably could be expected to result in a Material Adverse Change; (vi) of any disputes or claims by Borrower’s or any other Loan Party’s subcontractors exceeding $100,000 individually or $250,000 in the aggregate during any fiscal year; provided that or (vii) of any Default or Event of Default under any of the Loan Parties shall not be required to disclose to Lender any attorney-client privileged communicationExisting Notes Documents, the New Senior Notes Documents or the Term Documents. (b) Promptly following Immediately upon obtaining knowledge thereof or after the occurrence thereof, notify Lender the Agent of any event or condition which constitutes a Default or an Event of Default and provide a statement of the action that such Borrower proposes to take with respect to such Default or Event of Default. (c) Promptly following the written request of Lender, each Loan Party shall deliver to Lender any other materials, reports, records or information reasonably requested relating to the operations, business affairs, financial condition of any Loan Party or its Subsidiaries or the Collateral.

Disclosure Updates. (a) Promptly, Promptly and in no event later than 15 five (5) Business Days after obtaining knowledge thereof or after the occurrence thereof, whichever is earlier, notify Lender: (i) if any written information, exhibit, or report furnished to Lender contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. Any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto; (ii) of all actions, suits, or proceedings brought by or against any Loan Party or any of its Subsidiaries before any court or Governmental Authority which reasonably could be expected to result in a Material Adverse Change, provided that, in any event, such notification shall not be later than 5 days after service of process with respect thereto on any Loan Party or any of its Subsidiaries; (iii) of any disputes or claims by any Borrower’s customers relating to the Accounts exceeding $100,000 individually or $250,000 in the aggregate during any fiscal year; (iv) of any material loss or damage to any Collateral or any substantial adverse change in the Collateral, in each case having a value (prior to such loss, damage, or adverse change) of at least $100,000 individually; or (v) of a violation of any law, rule or regulation, the non-compliance with which reasonably could would be expected to result in a Material Adverse Change; provided that the Loan Parties shall not be required to disclose to Lender any attorney-client privileged communication. (b) Promptly following Immediately upon obtaining knowledge thereof, notify Lender of any event or condition which constitutes a Default or an Event of Default and provide a statement of the action that such Borrower proposes to take with respect to such Default or Event of Default. (c) Promptly following the written Upon request of Lender, each Loan Party shall deliver to Lender any other materials, reports, records or information reasonably requested relating to the operations, business affairs, financial condition of any Loan Party or its Subsidiaries or the Collateral.

Disclosure Updates. (a) Promptly, Promptly and in no event later than 15 five (5) Business Days after obtaining knowledge thereof or after the occurrence thereof, whichever is earlier, notify Lender:the Collateral Trustee and Trustee (and Trustee shall promptly deliver to each Holder who so requests to receive the following): (ib) if any written information, exhibit, or report furnished to Lender the Trustee or the Collateral Trustee or the Holders contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. Any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement Indenture or any of the Schedules hereto; (iii) of all actions, suits, or proceedings brought by or against any Loan Company Indenture Party or any of its Subsidiaries (other than the Excluded Subsidiaries) before any court or Governmental Authority which reasonably could be expected to result in a Material Adverse Change, provided provided, that, in any event, such notification shall not be later than 5 days Business Days after service of process with respect thereto on any Loan Company Indenture Party or any of its Subsidiaries; (iiiii) of (i) any disputes or claims by Company’s or any Borrowerother Company Indenture Party’s customers relating to the Accounts exceeding $100,000 250,000 individually or $500,000 in the aggregate during any fiscal year; or (ii) Goods returned to or recovered by Company outside of the ordinary course of business, with a fair market value exceeding $250,000 individually or $500,000 in the aggregate; (iviii) of any material loss or damage to any Collateral or any substantial adverse change in the Collateral, in each case having a value (prior to such loss, damage, or adverse change) of at least $100,000 individually; or; (viv) of a violation of any law, rule or regulation, the non-compliance with which reasonably could be expected to result in a Material Adverse Change; provided that the Loan Parties shall not be required to disclose to Lender any attorney-client privileged communication.; (bv) Promptly following knowledge thereof, notify Lender of any event disputes or condition which constitutes a Default claims by Company’s or an Event any other Company Indenture Party’s subcontractors exceeding $250,000 individually or $500,000 in the aggregate during any fiscal year; or (vi) of Default and provide a statement of the action that such Borrower proposes to take with respect to such any (x) Default or Event of Default. (c) Promptly following Default under any of the written request of LenderTerm Documents, each Loan Party shall deliver to Lender any other materials, reports, records or information reasonably requested relating to the operations, business affairs, financial condition of any Loan Party or its Subsidiaries ABL Documents or the CollateralExisting Senior Notes Indenture, and (y) violation of the Asset Purchase Agreement.

Disclosure Updates. (a) Promptly, Promptly and in no event later than 15 5 Business Days after obtaining knowledge thereof or after the occurrence thereof, whichever is earlier, notify Lender: (i) if any written information, exhibit, or report furnished to Lender contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. Any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto; (ii) of all actions, suits, or proceedings brought by or against any Loan Party or any of its Subsidiaries before any court or other Governmental Authority which reasonably could be expected to result in a Material Adverse Change, provided that, in any event, such notification shall not be later than 5 days after service of process with respect thereto on any Loan Party or any of its SubsidiariesParty; (iii) of any disputes or claims by any Borrower’s customers relating to the Accounts exceeding $100,000 25,000 individually or $250,000 in the aggregate during any fiscal year; (iv) of any material loss or damage to any Collateral or any substantial adverse change in the Collateral, in each case having a value (prior to such loss, damage, or adverse change) of at least $100,000 individually; or (v) of a violation of any law, rule or regulation, the non-compliance with which reasonably could be expected to result in a Material Adverse Change; provided that the Loan Parties shall not be required to disclose to Lender any attorney-client privileged communication. (b) Promptly following Immediately upon obtaining knowledge thereof or after the occurrence thereof, notify Lender of any event or condition which constitutes a Default or an Event of Default and provide a statement of the action that such Borrower proposes to take with respect to such Default or Event of Default. (c) Promptly following the written . Upon request of Lender, each Loan Party shall deliver to Lender any other materials, reports, records or information reasonably requested relating to the operations, business affairs, or financial condition of any Loan Party or its Subsidiaries or to the Collateral.

Disclosure Updates. (a) Promptly, Promptly and in no event later than 15 5 Business Days after obtaining knowledge thereof, notify LenderAgent in writing: (i) if any written information, exhibit, or report furnished to Lender Agent contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which made. Any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto; (ii) of all actions, suits, or proceedings brought by or against any Loan Party or any of its Subsidiaries before any court or Governmental Authority which reasonably could be expected to result in a Material Adverse Change, provided that, in any event, such notification shall not be later than 5 days after service of process with respect thereto on any Loan Party or any of its Subsidiaries; (iii) of any material disputes or similar material claims by any Borrower’s customers relating with respect to the Accounts exceeding an Account in an amount in excess of $100,000 individually during any fiscal year250,000; (iv) of any material loss or damage to any Collateral or any substantial adverse change in the Collateral, in each case having a value (prior to such loss, damage, or adverse change) of at least $100,000 individually; or (v) of a violation by any Loan Party or Subsidiary thereof of any law, rule or regulation, the non-compliance with which reasonably could be expected to result in a Material Adverse Change; provided that the Loan Parties shall not be required to disclose to Lender any attorney-client privileged communication. (b) Promptly following upon obtaining knowledge thereof after the occurrence thereof, notify Lender Agent in writing of any event or condition which constitutes a Default or an Event of Default and and, upon Agent’s written request, provide a statement of the action that such Borrower proposes to take with respect to such Default or Event of Default. (c) Promptly following Prior to consigning or selling on conditional terms of sale (including xxxx and hold, sale or return, sale on approval, or other similar conditional terms of sale) any Inventory with an aggregate value in excess of $250,000 pursuant to a new arrangement after the Closing Date with a customer not previously involved in any such arrangement, provide Agent with written notice of such arrangement, including the details thereof. (d) Upon the reasonable request of LenderAgent, each Loan Party shall deliver to Lender Agent any other materials, reports, records or information reasonably requested relating to the operations, business affairs, financial condition of any Loan Party or its Subsidiaries or the Collateral.

Disclosure Updates. (a) Promptly, and in no event later than 15 5 Business Days after obtaining knowledge thereof, notify Lender: (i) if any written information, exhibit, or report furnished to Lender contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which made. Any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto; (ii) of all actions, suits, or proceedings brought by or against any Loan Party or any of its Subsidiaries before any court or Governmental Authority which reasonably could be expected to result in a Material Adverse Change, provided that, in any event, such notification shall not be later than 5 days after service of process with respect thereto on any Loan Party or any of its Subsidiaries; (iii) of any material disputes or similar material claims by any Borrower’s customers relating with respect to the Accounts exceeding an Account in an amount in excess of $100,000 individually during any fiscal year250,000; (iv) of any material loss or damage to any Collateral or any substantial adverse change in the Collateral, in each case having a value (prior to such loss, damage, or adverse change) of at least $100,000 individually; or (v) of a violation by any Loan Party or Subsidiary thereof of any law, rule or regulation, the non-compliance with which reasonably could be expected to result in a Material Adverse Change; provided that the Loan Parties shall not be required to disclose to Lender any attorney-client privileged communication. (b) Promptly following upon obtaining knowledge thereof after the occurrence thereof, notify Lender of any event or condition which constitutes a Default or an Event of Default and and, upon Lender’s written request, provide a statement of the action that such Borrower proposes to take with respect to such Default or Event of Default. (c) Promptly following Prior to consigning or selling on conditional terms of sale (including xxxx and hold, sale or return, sale on approval, or other similar conditional terms of sale) any Inventory with an aggregate value in excess of $250,000 pursuant to a new arrangement after the Closing Date with a customer not previously involved in any such arrangement with such Loan Party, provide Lender with written notice of such arrangement, including the details thereof. (d) Upon the reasonable request of Lender, each Loan Party shall deliver to Lender any other materials, reports, records or information reasonably requested relating to the operations, business affairs, financial condition of any Loan Party or its Subsidiaries or the Collateral.

Disclosure Updates. (a) Promptly, Promptly and in no event later than 15 10 Business Days after obtaining any officer of Borrower obtains knowledge thereof or after the occurrence thereof, whichever is earlier, notify Lender: (i) if any written information, exhibit, or report furnished to Lender (other than forward-looking information and projections and information of a general economic nature and general information about the industry of a Loan Party or any of its Subsidiaries) contained, at the time it was furnishedfurnished and considering all factual information as a whole, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. Any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto; (ii) of all actions, suits, or proceedings brought by or against any Loan Party Borrower or any of its Subsidiaries before any court or Governmental Authority which reasonably could be expected to result in a Material Adverse Change, provided that, in any event, such notification shall not be later than 5 days after service of process with respect thereto on any Loan Party Borrower or on any of its Subsidiaries; (iii) of (i) any disputes or claims by any Borrower’s customers relating to the Accounts exceeding $100,000 500,000 individually or $2,500,000 in the aggregate during any fiscal year; or (ii) Goods returned to or recovered by Borrower outside of the ordinary course of business, with a fair market value exceeding individually or in the aggregate, $500,000; (iv) of any material loss or damage to any material Collateral or any substantial adverse change in the Collateral, in each case having Collateral taken as a value (prior to such loss, damage, or adverse change) of at least $100,000 individually; orwhole; (v) of a violation of any law, rule or regulation, the non-compliance with which reasonably could be expected to result in a Material Adverse Change; provided that the Loan Parties shall not be required to disclose to Lender any attorney-client privileged communication.or (bvi) Promptly following knowledge thereof, notify Lender of the occurrence of any event or condition which constitutes a Default or an Event of Default and provide a statement of the action that such Borrower proposes to take with respect to such Default or Event of DefaultERISA Event. (c) Promptly following the written request of Lender, each Loan Party shall deliver to Lender any other materials, reports, records or information reasonably requested relating to the operations, business affairs, financial condition of any Loan Party or its Subsidiaries or the Collateral.

Disclosure Updates. (a) Promptly, Promptly and in no event later than 15 5 Business Days after obtaining knowledge thereof or after the occurrence thereof, whichever is earlier, notify Lender: (i) if any written information, exhibit, or report furnished to Lender contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. Any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto; (ii) of all actions, suits, or proceedings brought by or against any Loan Party or any of its Subsidiaries before any court or Governmental Authority which reasonably could be expected to result in a Material Adverse Change, provided that, in any event, such notification shall not be later than 5 days after service of process with respect thereto on any Loan Party or any of its SubsidiariesParty; (iii) of any disputes or claims by any Borrower’s customers relating to the Accounts Aventis Pharmaceuticals, Inc. (or its successors or assigns) exceeding $100,000 individually during at any fiscal yeartime; (iv) of any material loss or damage to any Collateral or any substantial adverse change in the Collateral, in each case having a value (prior to such loss, damage, or adverse change) of at least $100,000 individually; or; (v) of the occurrence of any ERISA Event; (vi) of a violation of any law, rule or regulation, the non-compliance with which reasonably could be expected to result in a Material Adverse Change; provided ; (vii) of the receipt by any Loan Party or any of their Subsidiaries of (A) any so called “Warning Letter” or similar notification, (B) any notification of a mandated or requested recall affecting the products manufactured or distributed by any Loan Party or such Subsidiary or (C) any other notification or communications that could adversely impact the Loan Parties shall not be required Parties’ or their Subsidiaries’ operations, in each case, from the FDA (or analogous foreign, state or local Governmental Authority); and (viii) of any intent by a Loan Party or any of their Subsidiaries to disclose to Lender initiate a voluntary product recall affecting the products manufactured or distributed by any attorney-client privileged communicationLoan Party or any of their Subsidiaries. (b) Promptly following Immediately upon obtaining knowledge thereof or after the occurrence thereof, notify Lender of any event or condition which constitutes a Default or an Event of Default and provide a statement of the action that such Borrower proposes to take with respect to such Default or Event of Default. (c) Promptly following the written . Upon request of Lender, each Loan Party shall deliver to Lender any other materials, reports, records or information reasonably requested relating to the operations, business affairs, financial condition of any Loan Party or its Subsidiaries or the Collateral.