Legal Action Notice. (i) Written notice as promptly as practicable (which shall be deemed given to the extent timely reported in a Form 8-K under the Exchange Act and available on the SEC’s EXXXX system (or any successor system adopted by the SEC)) of any legal action, litigation, investigation or proceeding pending or threatened in writing against any Credit Party or any Subsidiary (i) that would reasonably be expected to result in uninsured damages or costs to such Credit Party or such Subsidiary in an amount in excess of the materiality thresholds applied by Borrower in accordance with the Exchange Act and related regulations and standards for purposes of its Exchange Act reporting, or (ii) which alleges potential violations of the Health Care Laws, FDA Laws, DEA Laws or other Requirements of Law or any applicable statutes, rules, regulations, standards, guidelines, policies and orders administered or issued by any foreign Governmental Authority, that, in each case described in clauses (i) and (ii) above, could, individually or taken together with any other such action, litigation, investigation or proceeding, reasonably be expected to result in a Material Adverse Change; and, in each such case, provide such additional information (including any material development therein) as the Collateral Agent may reasonably request in relation thereto; provided that Borrower shall not be obligated to disclose any information that is reasonably subject to the assertion of attorney-client privilege or attorney work-product; (ii) Without limiting the generality of clause (i) above, prompt written updates (which shall be deemed given to the extent timely reported in the Borrower’s periodic reporting under the Exchange Act and available on the SEC’s EXXXX system (or any successor system adopted by the SEC)) of the status of any Opioids Case in which Borrower or any of its Subsidiaries has been named as a defendant, regarding, without limitation, the total number of such cases; the jurisdictions in which such cases have been filed, whether any scheduling order has been established and, if so, the applicable dates, and the status of discovery and any motions; and (iii) Promptly, and in no event later than five (5) Business Days prior to the entry into a settlement agreement with respect to any Opioids Case or Cases (whether or not settled contemporaneously) for which the settlement value would cause the total payment by Borrower or any of its Subsidiaries for Opioids Cases (individually or in the aggregate) to exceed $5,000,000 in the aggregate, written notice of the material terms of any proposed settlement, including the value and timing of any payment contemplated to be made by Borrower or any of its Subsidiaries.
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Samples: Loan Agreement (Collegium Pharmaceutical, Inc), Loan Agreement (Collegium Pharmaceutical, Inc)
Legal Action Notice. (i) Written Prompt written notice as promptly as practicable (which shall be deemed given to the extent timely reported in a Form 8-K under the Exchange Act and available on the SEC’s EXXXX XXXXX system (or any successor system adopted by the SEC)) of any investigation by any Governmental Authority or of any legal action, litigation, investigation litigation or proceeding pending or threatened in writing against any Credit Party Borrower or any Subsidiary of its Subsidiaries: (i) that would could reasonably be expected to result in uninsured damages or costs to Borrower or any of its Subsidiaries, individually or together with any other such Credit Party action, litigation, investigation or such Subsidiary proceeding, in an amount in excess of exceeding the materiality thresholds applied by Borrower in accordance with the Exchange Act and related regulations and standards for purposes of its Exchange Act reporting, ; or (ii) which that alleges potential violations of the any Health Care Laws, FDA Laws, DEA Data Protection Laws or any other Requirements of Law or any applicable statutes, rules, regulations, standards, guidelines, policies and orders order administered or issued by any U.S. or foreign Governmental Authority, that, in each case described in clauses (i) case, solely with respect to Specified Product and (ii) above, couldwhich, individually or taken together with any other such actionallegations, litigation, investigation or proceeding, could reasonably be expected to result in a Material Adverse Change; and, and in each such casecase of sub-clause (i) or (ii) above, provide such additional information (including a description in reasonable detail regarding any material development thereindevelopment) as the Collateral Agent may reasonably request in relation thereto; provided that Borrower shall not be obligated to disclose any information that is reasonably subject to the assertion of attorney-client privilege or attorney work-product;
(ii) Without limiting . Notwithstanding the generality foregoing, any documents, materials, notices or other information, that Borrower, any Credit Party or any Subsidiary of clause (i) above, prompt written updates (which Borrower is required to deliver under this Section 5.2 shall be deemed given to have been made if such item shall have been made available within the extent timely reported in the Borrower’s periodic reporting under the Exchange Act and available time period specified above on the SEC’s EXXXX XXXXX system (or any successor system adopted by the SEC)) of the status of any Opioids Case in which Borrower or any of its Subsidiaries has been named as a defendant, regarding, without limitation, the total number of such cases; the jurisdictions in which such cases have been filed, whether any scheduling order has been established and, if so, the applicable dates, and the status of discovery and any motions; and
(iii) Promptly, and in no event later than five (5) Business Days prior to the entry into a settlement agreement with respect to any Opioids Case or Cases (whether or not settled contemporaneously) for which the settlement value would cause the total payment by Borrower or any of its Subsidiaries for Opioids Cases (individually or in the aggregate) to exceed $5,000,000 in the aggregate, written notice of the material terms of any proposed settlement, including the value and timing of any payment contemplated to be made by Borrower or any of its Subsidiaries.
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Legal Action Notice. (i) Written notice as promptly as practicable (which shall be deemed given to the extent timely reported in a Form 8-K under the Exchange Act and available on the SEC’s EXXXX XXXXX system (or any successor system adopted by the SEC)) of any legal action, litigation, investigation or proceeding pending or threatened in writing against any Credit Party or any Subsidiary (i) that would reasonably be expected to result in uninsured damages or costs to such Credit Party or such Subsidiary in an amount in excess of the materiality thresholds applied by Borrower in accordance with the Exchange Act and related regulations and standards for purposes of its Exchange Act reporting, or (ii) which alleges potential violations of the Health Care Laws, FDA Laws, DEA Laws or other Requirements of Law or any applicable statutes, rules, regulations, standards, guidelines, policies and orders administered or issued by any foreign Governmental Authority, that, in each case described in clauses (i) and (ii) above, could, individually or taken together with any other such action, litigation, investigation or proceeding, reasonably be expected to result in a Material Adverse Change; and, in each such case, provide such additional information (including any material development therein) as the Collateral Agent may reasonably request in relation thereto; provided that Borrower shall not be obligated to disclose any information that is reasonably subject to the assertion of attorney-client privilege or attorney work-product;
(ii) Without limiting the generality of clause (i) above, prompt written updates (which shall be deemed given to the extent timely reported in the Borrower’s periodic reporting under the Exchange Act and available on the SEC’s EXXXX XXXXX system (or any successor system adopted by the SEC)) of the status of any Opioids Case in which Borrower or any of its Subsidiaries has been named as a defendant, regarding, without limitation, the total number of such cases; the jurisdictions in which such cases have been filed, whether any scheduling order has been established and, if so, the applicable dates, and the status of discovery and any motions; and
(iii) Promptly, and in no event later than five (5) Business Days prior to the entry into a settlement agreement with respect to any Opioids Case or Cases (whether or not settled contemporaneously) for which the settlement value would cause the total payment by Borrower or any of its Subsidiaries for Opioids Cases (individually or in the aggregate) to exceed $5,000,000 in the aggregate, written notice of the material terms of any proposed settlement, including the value and timing of any payment contemplated to be made by Borrower or any of its Subsidiaries.
(iv) Promptly after a Responsible Officer of Borrower shall have obtained knowledge thereof, written notice describing in reasonable detail any instance where any Credit Party or any of its Subsidiaries has a reasonable expectation that there are grounds for imposition of a clinical hold, as described in 21 C.F.R. § 312.42 with respect to Product.
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Samples: Loan Agreement
Legal Action Notice. (i) Written Prompt written notice as promptly as practicable (which shall be deemed given to the extent timely reported in a Form 8-K under the Exchange Act and available on the SEC’s EXXXX XXXXX system (or any successor system adopted by the SEC)) of any investigation by any Governmental Authority or of any legal action, litigation, investigation litigation or proceeding pending or threatened in writing against any Credit Party Borrower or any Subsidiary of its Subsidiaries: (i) that would could reasonably be expected to result in uninsured damages or costs to Borrower or any of its Subsidiaries, individually or together with any other such Credit Party action, litigation, investigation or such Subsidiary proceeding, in an amount in excess of exceeding the materiality thresholds applied by Borrower in accordance with the Exchange Act and related regulations and standards for purposes of its Exchange Act reporting, ; or (ii) which that alleges potential violations of the any Health Care Laws, FDA Laws, DEA Data Protection Laws or any other Requirements of Law or any applicable statutes, rules, regulations, standards, guidelines, policies and orders order administered or issued by any U.S. or foreign Governmental Authority, that, in each case described in clauses (i) case, solely with respect to Specified Product and (ii) above, couldwhich, individually or taken together with any other such actionallegations, litigation, investigation or proceeding, could reasonably be expected to result in a Material Adverse Change; and, and in each such casecase of sub-clause (i) or (ii) above, provide such additional information (including a description in reasonable detail regarding any material development thereindevelopment) as the Collateral Agent may reasonably request in relation thereto; provided that Borrower shall not be obligated to disclose any information that is reasonably subject to the assertion of attorney-client privilege or attorney work-product;
(ii) Without limiting . Notwithstanding the generality foregoing, any documents, materials, notices or other information, that Borrower, any Credit Party or any Subsidiary of clause (i) above, prompt written updates (which Borrower is required to deliver under this Section 5.2 shall be deemed given to have been made if such item shall have been made available within the extent timely reported in the Borrower’s periodic reporting under the Exchange Act and available time period specified above on the SEC’s EXXXX XXXXX system (or any successor system adopted by the SEC)) of the status of any Opioids Case in which Borrower or any of its Subsidiaries has been named as a defendant, regarding, without limitation, the total number of such cases; the jurisdictions in which such cases have been filed, whether any scheduling order has been established and, if so, the applicable dates, and the status of discovery and any motions; and
(iii) Promptly, and in no event later than five (5) Business Days prior to the entry into a settlement agreement with respect to any Opioids Case or Cases (whether or not settled contemporaneously) for which the settlement value would cause the total payment by Borrower or any of its Subsidiaries for Opioids Cases (individually or in the aggregate) to exceed $5,000,000 in the aggregate, written notice of the material terms of any proposed settlement, including the value and timing of any payment contemplated to be made by Borrower or any of its Subsidiaries.
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Legal Action Notice. Promptly (iand in any event within five (5) Written Business Days) upon any Credit Party’s receipt or otherwise obtaining Knowledge thereof, deliver to the Collateral Agent written notice as promptly as practicable of (which shall be deemed given to the extent timely reported in a Form 8-K under the Exchange Act and available on the SEC’s EXXXX XXXXX system (or any successor system adopted by the SEC)):
(i) correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other material inquiry by such agency regarding financial or other operational results of Borrower or any Subsidiary of Borrower; or (ii) any legal action, litigation, investigation or proceeding pending or threatened in writing against any Credit Party Borrower or any Subsidiary of its Subsidiaries or licensing partners (iA) that would could reasonably be expected to result in uninsured damages or costs to Borrower or any of its Subsidiaries, individually or together with any other such Credit Party action, litigation, investigation or such Subsidiary proceeding, in an amount in excess of the materiality thresholds applied by Borrower in accordance with the Exchange Act and related regulations and standards for purposes of its Exchange Act reportingReporting, or (iiB) which that alleges potential violations of the any Requirements of Law, including Health Care Laws, FDA Laws, DEA Canadian Laws, EU Laws, U.K. Laws, Data Protection Laws or any other Requirements of Law or any applicable statutes, rules, regulations, standards, guidelines, policies and orders orders, or applicable foreign equivalents, administered or issued by any U.S. or foreign Governmental Authority, that, in each case described in clauses (i) and (ii) above, couldwhich, individually or taken together with any other such actionallegations, litigation, investigation or proceeding, could reasonably be expected to result in a Material Adverse Change; and, and in each such casecase of sub-clause (i) or (ii) above, provide such additional information (including a description in reasonable detail regarding any material development thereindevelopment) as the Collateral Agent may reasonably request in relation thereto; provided provided, however, that neither Borrower nor any other Credit Party shall not be obligated to disclose any information that is reasonably subject to the assertion of attorney-client privilege or attorney work-product;
(ii) Without limiting the generality of clause (i) above, prompt written updates (which shall be deemed given to the extent timely reported in the Borrower’s periodic reporting under the Exchange Act and available on the SEC’s EXXXX system (or any successor system adopted by the SEC)) of the status of any Opioids Case in which Borrower or any of its Subsidiaries has been named as a defendant, regarding, without limitation, the total number of such cases; the jurisdictions in which such cases have been filed, whether any scheduling order has been established and, if so, the applicable dates, and the status of discovery and any motions; and
(iii) Promptly, and in no event later than five (5) Business Days prior to the entry into a settlement agreement with respect to any Opioids Case or Cases (whether or not settled contemporaneously) for which the settlement value would cause the total payment by Borrower or any of its Subsidiaries for Opioids Cases (individually or in the aggregate) to exceed $5,000,000 in the aggregate, written notice of the material terms of any proposed settlement, including the value and timing of any payment contemplated to be made by Borrower or any of its Subsidiaries.
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