Notice to Agent. Borrower shall provide Agent with (a) notice of the occurrence of any Default or Event of Default, promptly (but within 3 Business Days) after the date any “officer” (as defined in Rule 16a-1 promulgated under the Securities Exchange Act of 1934, as amended) or a Proper Officer (each such “officer” or such Proper Officer, an “Executive Officer”) of Borrower becomes aware of the occurrence of any such event the occurrence of any such event, (b) copies of all statements, reports and notices made available generally by Borrower to its securityholders or to any holders of Subordinated Indebtedness (as defined below), all notices sent to Borrower by the holders of such Subordinated Indebtedness, and all reports, registration statements and prospectuses filed with the Securities and Exchange Commission (“SEC”) (excluding notices filed by Borrower on behalf of officers and directors pursuant to Section 16 of the Securities Exchange Act of 1934) or any securities exchange or governmental authority exercising a similar function, promptly, but in any event within 5 days of delivering or receiving such information to or from such persons, (c) a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of [*] or more promptly upon (but within 3 Business Days after) receipt of notice thereof, (d) within 45 days of the end of each calendar quarter, a list of any new applications or registrations that Borrower has made or filed in respect of any Intellectual Property or a change in status of any outstanding application or registration during the immediately preceding calendar quarter, and (e) copies of all material statements, reports and notices delivered to or by Borrower in connection with the Maxygen License Agreement promptly but in any event within 3 Business Days of delivering or receiving such information.
Notice to Agent. By signing this Agreement, each Secured Party agrees to notify the Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Agent may reasonably request furnish a summary of all Other Liabilities due or to become due to such Secured Party. In connection with any distributions to be made hereunder, the Agent shall be entitled to assume that no amounts are due to any Secured Party on account of Other Liabilities unless the Agent has received written notice thereof from such Secured Party.
Notice to Agent. (a) The Borrower shall provide the Agent with written notice within Three (3) Business Days after the occurrence of any of the following events, which written notice shall be with reasonable particularity as to the facts and circumstances in respect of which such notice is being given:
(i) Any change in the Borrower's President, Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer (without regard to the title(s) actually given to the Persons discharging the duties customarily discharged by officers with those titles).
(ii) Any ceasing of the Borrower's making of payment, in the ordinary course, to any of its creditors (other than its ceasing of making of such payments on account of an immaterial dispute).
(iii) Any failure by the Borrower to pay rent at any of the Borrower's locations, which failure continues for more than Three (3) days following the last day on which such rent was payable without a material adverse effect to the Borrower.
(iv) Any material adverse change in the business, operations, or financial affairs of the Borrower.
(v) The Borrower's becoming InDefault.
(vi) Any intention on the part of the Borrower to discharge the Borrower's present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity (as to which, see Subsection 6.1(d)).
(vii) Any litigation which, if determined adversely to the Borrower, might have a material adverse effect on the financial condition of the Borrower.
(b) The Borrower shall:
(i) At the request of the Agent, add the Agent as an addressee on all mailing lists maintained by or for the Borrower.
(ii) At the request of the Agent, from time to time, provide the Agent with copies of all advertising (including copies of all print advertising and duplicate tapes of all video and radio advertising).
(iii) Provide the Agent, when received by the Borrower, with a copy of any management letter or similar communications from any accountant of the Borrower.
Notice to Agent. The Grantors shall notify the Agent immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 3.16 is taken out by any Credit Party; and promptly deliver to the Agent a copy of such policy or policies.
Notice to Agent. In connection with Sections 3.03(a) and 3.03(b), the Issuing Bank shall promptly notify the Agent (by telephone or otherwise), and furnish the Agent with the proposed form of Letter of Credit to be issued. The Agent shall determine, as of the close of business on the day before such proposed issuance, whether such proposed Letter of Credit complies with the limitations set forth in Sections 3.01(b) and 3.01(c) hereof. Unless such limitations are not satisfied the Agent shall notify the Issuing Bank (in writing or by telephone promptly confirmed in writing) that the Issuing Bank is authorized to issue such Letter of Credit. If the Issuing Bank issues a Letter of Credit, it shall deliver the original of such Letter of Credit to the beneficiary thereof or as the Borrower shall otherwise direct, and shall promptly notify the Agent thereof and furnish a copy thereof to the Agent.
Notice to Agent. Should any Default or Potential Default occur and --------------- be continuing, any Lender having actual knowledge thereof shall notify Agent and Borrower of the existence thereof, but the failure of any Lender to provide that notice shall not prejudice that Lender's Rights under this agreement.
Notice to Agent. Loan Parties shall provide Agent with (a) promptly (and in any event within ten (10) Business Days after the last day of each calendar quarter), an updated Perfection Certificate noting any changes since it was last updated (including but not limited to any new applications or registrations that a Loan Party has made or filed in respect of any Intellectual Property or a change in status of any outstanding application or registration), (b) notice of any change in the accuracy of any of the representations and warranties provided in Section 5 above, promptly (but in any event within three (3) Business Days) after the date on which any officer of a Loan Party becomes aware, or through the exercise of reasonable diligence should have become aware, of any such change, (c) notice of the occurrence of any Default or Event of Default, promptly (but in any event within 3 days) after the date on which any officer of a Loan Party obtains knowledge of the occurrence of any such event, (d) copies of all statements, reports and notices made available generally by Parent to its securityholders and all documents filed with the Securities and Exchange Commission (“SEC”), the Australian Securities and Investment Commission (“ASIC”) or any securities exchange or governmental authority, or the ASX exercising a similar function, promptly (other than those provided pursuant to Section 6.3 hereof), but in any event within 3 days of delivering or receiving such information to or from such persons, (e) a report of any legal actions pending or threatened against a Loan Party or any Subsidiary that could result in damages or costs to a Loan Party or any Subsidiary of $100,000 or more promptly, but in any event within three (3) Business Days after the date it becomes aware, or through the exercise of due diligence should have become aware thereof, (f) notice of all statements, reports and notices delivered to or by a Loan Party in connection with any Material Agreement and copies of such statements, reports and notices upon the request of the Agent.
Notice to Agent. The Grantors shall notify the Agent immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 3.16 is taken out by any Credit Party; and promptly deliver to the Agent a copy of such policy or policies. Borrower shall direct all present and future insurers under its policies of insurance to pay all proceeds payable thereunder with respect to the Collateral directly to Agent for application pursuant to Section 1.2(f). If any insurance proceeds are paid by check, draft or other instrument payable to Borrower and Agent jointly, Agent may endorse Borrower’s name thereon and do such other things as Agent may deem advisable to reduce the same to cash.
Notice to Agent. Borrower shall promptly within five (5) days after the occurrence of any of the following events, notify Agent in writing thereof, specifying in each case the action Borrower has taken or will take with respect thereto: (a) any violation of any law or Governmental Requirement; (b) any litigation, arbitration or governmental investigation or proceeding instituted or threatened against Borrower, any Guarantor or any Subsidiary, and any material development therein; (c) any labor controversy pending or threatened against Borrower, any Guarantor or any Subsidiary, or any contractor thereof, and any material development in any labor controversy; (d) any notice received by Borrower, any Guarantor or any Subsidiary with respect to the cancellation, alteration or non-renewal of any insurance coverage maintained with respect to the Collateral; (e) any lien filed against the Collateral; or (f) any required permit, license, certificate or approval with respect to the Collateral lapses or ceases to be in full force and effect.
Notice to Agent. Loan Parties shall provide Agent with (a) notice of any change in the accuracy of the Perfection Certificate or any of the representations and warranties provided in Section 5 above, immediately upon the occurrence of any such change, (b) notice of the occurrence of any Default or Event of Default, promptly (but in any event within 3 Business Days) after the date on which any officer of a Loan Party obtains knowledge of the occurrence of any such event, (c) copies of all statements, reports and notices made available generally by each Borrower to its securityholders and all documents filed with the Securities and Exchange Commission (“SEC”) or any securities exchange or governmental authority exercising a similar function, promptly, but in any event within 3 Business Days of delivering or receiving such information to or from such persons, (d) a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of $200,000 or more promptly, but in any event within 3 Business Days, upon receipt of notice thereof, (e) any new applications or registrations that any Loan Party has made or filed in respect of any Intellectual Property or a change in status of any outstanding application or registration within 5 days of such application, filing or change in status, and (f) copies of all statements, reports and notices delivered to or by a Loan Party in connection with any Material Agreement promptly (but in any event within 3 Business Days) upon receipt thereof.
