Common use of Notice to Agent and the Lenders Clause in Contracts

Notice to Agent and the Lenders. Loan Parties shall provide Agent and Lenders with (a) notice of the occurrence of any Default or Event of Default, promptly (but in any event within five (5) days) after the date on which any officer of a Loan Party obtains Knowledge of the occurrence of any such event, (b) notice (which shall include a copy or electronic link) of all filings and reports any Loan Party is required to file with the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and any other filings related to any Loan Parties’ purchase or sale of securities, and copies of all notices or other written communication received by any Loan Party from the SEC or any securities exchange or governmental authority exercising a similar function, promptly, but in any event within five (5) days after delivering or receiving such information to or from such persons (provided that an electronic link to any such statement, report or notice filed with the SEC shall be sufficient to constitute a copy of the same), (c) written notice of any legal actions pending or threatened in writing against any Loan Party or any Subsidiary that could reasonably be expected to result in damages or costs to any Loan Party or any Subsidiary of $250,000 or more, promptly, but in any event within five (5) days after receipt of notice thereof, including without limitation any such legal actions alleging potential or actual violations of any Public Health Law, (d) together with the delivery of each Compliance Certificate, a list of 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, (e) notice of any material amendments to, and copies of all material statements, reports and notices delivered to or by a Loan Party in connection with, any Material Agreement, or notice of any Loan Party entering into any Material Contract or any termination or breach thereof, promptly (but in any event within five (5) days) after the execution or receipt thereof or the termination or breach thereof, (f) any written notice that the FDA or comparable foreign or state governmental authority is limiting, suspending or revoking any Registration, promptly, but in any event within five (5) Business Days after receipt thereof, (g) notice that any Loan Party has become subject to any administrative or regulatory action by the FDA or comparable foreign or state governmental authority, or received a warning letter, notice of violation letter, or Form FDA-483 observations that any product of any Loan Party has been seized, withdrawn, recalled, detained, or subject to a suspension of manufacturing, or the commencement of any proceedings in the United States or any other jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product are pending or threatened in writing against any Loan Party, promptly (but in any event within five (5) days) after receipt thereof, and (h) no later than thirty (30) days after the end of each fiscal quarter, a certificate of the chief financial officer of Borrower setting forth in reasonable detail any Margin Stock owned by any Loan Party as of the last day of such fiscal quarter. The term “Public Heath Laws” means all applicable laws, statutes, ordinances, rules and regulations relating to the procurement, development, clinical and non-clinical evaluation, product approval or clearance, manufacture, production, analysis, distribution, importation, exportation, quality, sale, labeling, promotion, or post-market requirements of any medical device (including, without limitation, any ingredient or component of the foregoing products) subject to regulation under the Federal Food, Drug, and Cosmetic Act (21 U.S.C. et seq.) and comparable federal and state laws.

Notice to Agent and the Lenders. Loan Parties shall provide Agent and Lenders each Lender 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, promptly upon the occurrence of any such change, but in any event within 2 days), (b) notice of the occurrence of any Default or Event of Default, promptly (but in any event within five (5) 3 days) after the date on which any officer of a Loan Party obtains Knowledge knowledge of the occurrence of any such event, (bc) notice (which shall include a copy or electronic link) copies of all filings statements, reports and reports notices made available generally by any Loan Party is required to file its securityholders and all documents filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and any other filings related to any Loan Parties’ purchase or sale of securities, and copies of all notices or other written communication received by any Loan Party from the SEC or any securities exchange or governmental authority exercising a similar function, promptly, but in any event within five (5) 3 days after of delivering or receiving such information to or from such persons (provided that an electronic link to any such statement, report or notice filed with the SEC shall be sufficient to constitute a copy of the same)persons, (cd) written notice a report of any legal actions pending or threatened in writing against any Loan Party or any Subsidiary that could reasonably be expected to result in damages or costs to any Loan Party or any Subsidiary of $250,000 100,000 or more, more promptly, but in any event within five (5) days after 3 days, upon receipt of notice thereof, including without limitation any such legal actions alleging potential or actual violations of any Public Health Law, (de) together with the delivery of each Compliance Certificate, a list of any new applications or and registrations that any Loan Party has made or filed in respect of any Intellectual Property or a and each change in status of any outstanding application or registrationregistration previously filed with the delivery of the Compliance Certificate, (ef) notice of any material amendments to, and copies of all material statements, reports and notices delivered to or by a Loan Party in connection with, any Material Agreement, or notice of any Loan Party entering into any Material Contract or any termination or breach thereof, Agreement promptly (but in any event within five (5) 3 days) after the upon execution or receipt thereof or the termination or breach thereof, (fg) any written notice that the FDA or comparable foreign or state governmental authority is limiting, suspending or revoking any Registration, promptlychanging the market classification, but in distribution pathway or parameters or labeling of the products of the Loan Parties, or considering any event within five (5) Business Days after receipt thereofof the foregoing, (gh) notice that any Loan Party has become subject to any administrative or regulatory action by the action, FDA or comparable foreign or state governmental authorityinspection, or received a Form FDA 483 observation, warning letter, notice of violation letter, or Form FDA-483 observations other enforcement action, notice, response or commitment made to or with the FDA or any comparable governmental authority, or notice that any product of any Loan Party has been seized, withdrawn, recalled, detained, or subject to a suspension of manufacturing, or the commencement of any proceedings in the United States or any other jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product are pending or threatened in writing against any Loan Party, promptly (but in any event within five (5) days) after receipt thereof, and (hi) no later than thirty (30) 30 days after the end of each fiscal quarter, a certificate of the chief financial officer of Borrower setting forth in reasonable detail any Margin Stock owned by any Loan Party as of the last day of such fiscal quarter. The term “Public Heath Laws” means all applicable laws, statutes, ordinances, rules and regulations relating to the procurement, development, clinical and non-clinical evaluation, product approval or clearance, manufacture, production, analysis, distribution, importation, exportation, quality, sale, labeling, promotion, or post-market requirements of any medical device (including, without limitation, any ingredient or component of the foregoing products) subject to regulation under the Federal Food, Drug, and Cosmetic Act (21 U.S.C. et seq.) and comparable federal and state laws.

Notice to Agent and the Lenders. Loan Parties shall provide Agent and Lenders 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 five three (53) daysBusiness Days) after the date on which any officer of a Loan Party obtains Knowledge knowledge of the occurrence of any such event, (bc) notice (which shall include a copy or electronic link) copies of all filings statements, reports and reports notices made available generally by any Loan Party is required to file its securityholders or to any holders of Subordinated Indebtedness (as defined below), all notices sent to any Loan Party by the holders of such Subordinated Indebtedness, and all documents filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and any other filings related to any Loan Parties’ purchase or sale of securities, and copies of all notices or other written communication received by any Loan Party from the SEC or any securities exchange or governmental authority exercising a similar function, promptly, promptly (but in any event within five three (53) days Business Days) after delivering or receiving such information to or from such persons (provided that an electronic link to any such statement, report or notice filed with the SEC shall be sufficient to constitute a copy of the same)persons, (cd) written notice a report of any legal actions pending or threatened in writing against any Loan Party or any Subsidiary that could reasonably be expected to result in damages or costs to any Loan Party or any Subsidiary of $250,000 or more, promptly, promptly (but in any event within five three (53) days Business Days) after receipt of notice thereof, including without limitation any such legal actions alleging potential or actual violations of any Public Health Law, (d) together with the delivery of each Compliance Certificate, a list of 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, (e) notice of any material amendments to, and copies of all material statements, reports and notices delivered to or by a Loan Party in connection with, any Material Agreement, or notice of any Loan Party entering into any Material Contract or any termination or breach thereof, promptly (but in any event within five three (53) daysBusiness Days) after the execution or receipt thereof or the termination or breach thereof, (f) any written notice that the FDA or comparable foreign or state governmental authority is limiting, suspending or revoking any Registration, promptlychanging the market classification, distribution pathway or parameters or labeling of the products of the Loan Parties, or considering any of the foregoing, promptly (but in any event within five three (53) Business Days Days) after receipt thereof, (g) notice that any Loan Party has become subject to any administrative or regulatory action by the action, FDA or comparable foreign or state governmental authorityauthority inspection, or received a Form FDA 483 observation, warning letter, notice of violation letter, or Form FDA-483 observations other enforcement action, notice, response or commitment made to or with the FDA or any comparable governmental authority, or notice that any product of any Loan Party has been seized, withdrawn, recalled, detained, or subject to a suspension of manufacturing, or the commencement of any proceedings in the United States or any other jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product are pending or threatened in writing against any Loan Party, promptly (but in any event within five three (53) daysBusiness Days) after receipt thereof, and (hi) no later than thirty (30) 30 days after the end of each fiscal quarter, a certificate of the chief financial officer or vice president of finance of Borrower setting forth in reasonable detail any Margin Stock owned by any Loan Party as of the last day of such fiscal quarter. The term “Public Heath Laws” means all applicable laws, statutes, ordinances, rules and regulations relating to the procurement, development, clinical and non-clinical evaluation, product approval or clearance, manufacture, production, analysis, distribution, importation, exportation, quality, sale, labeling, promotion, or post-market requirements of any medical device (including, without limitation, any ingredient or component of the foregoing products) subject to regulation under the Federal Food, Drug, and Cosmetic Act (21 U.S.C. et seqif any.) and comparable federal and state laws.

Notice to Agent and the Lenders. Loan Parties shall provide Agent and Lenders 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, promptly (but in any event within three (3) Business Days) 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 five three (53) daysBusiness Days) after the date on which any officer of a Loan Party obtains Knowledge knowledge of the occurrence of any such event, (bc) notice (which shall include a copy or electronic link) copies of all filings statements, reports and reports notices made available generally by any Loan Party is required to file its security holders and notice of filing of any documents filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and any other filings related to any Loan Parties’ purchase or sale of securities, and copies of all notices or other written communication received by any Loan Party from the SEC or any securities exchange or governmental authority exercising a similar functionfunction (provided that sending Agent an e-mail with electronic links to such documents that have been filed with the SEC Electronic Data Gathering Analysis, promptlyand Retrieval System shall constitute delivery hereunder), promptly (but in any event within five three (53) days Business Days) after delivering or receiving such information to or from such persons (provided that an electronic link to any such statement, report or notice filed with the SEC shall be sufficient to constitute a copy of the same)persons, (cd) written notice a report of any legal actions pending or threatened in writing against any Loan Party or any Subsidiary that could reasonably be expected to result in damages or costs to any Loan Party or any Subsidiary of $250,000 150,000 or more, promptly, promptly (but in any event within five three (53) days Business Days) after receipt of notice thereof, including without limitation any such legal actions alleging potential or actual violations of any Public Health Law, (de) together with the delivery of each Compliance Certificate, a list of any new applications or registrations that any Loan Party has made or filed in respect of any Intellectual Property or a any change in status of any outstanding application or registration, (ef) notice of any material amendments to, and copies of all statements, reports and notices (other than non-material statements, reports and notices delivered in the ordinary course of business) delivered to or by a Loan Party in connection with, any Material Agreement, Agreement or notice of any Loan Party entering into any Material Contract or any termination or breach thereof, promptly (but in any event within five three (53) daysBusiness Days) after the execution or receipt thereof or the termination or breach thereof, (fg) any written notice that the FDA or comparable foreign or state governmental authority is limiting, suspending or revoking any Registration, promptlychanging the market classification, distribution pathway or parameters or labeling of the products of the Loan Parties, or considering any of the foregoing, promptly (but in any event within five three (53) Business Days Days) after receipt thereof, (gh) notice that any Loan Party has become subject to any administrative or regulatory action by the action, FDA or comparable foreign or state governmental authorityauthority inspection, or received a Form FDA 483 observation, warning letter, notice of violation letter, or Form FDA-483 observations other enforcement action, notice, response or commitment made to or with the FDA or any comparable governmental authority, or notice that any product of any Loan Party has been seized, withdrawn, recalled, detained, or subject to a suspension of manufacturing, or the commencement of any proceedings in the United States or any other jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product are pending or threatened in writing against any Loan Party, promptly (but in any event within five three (53) days) after receipt thereof, and (hi) no later than thirty (30) days after the end of each fiscal quarter, a certificate of the chief financial officer of Borrower setting forth in reasonable detail any Margin Stock owned by any Loan Party as of the last day of such fiscal quarter. The term “Public Heath Laws” means all applicable laws, statutes, ordinances, rules and regulations relating to the procurement, development, clinical and non-clinical evaluation, product approval or clearance, manufacture, production, analysis, distribution, importation, exportation, quality, sale, labeling, promotion, or post-market requirements of any medical device (including, without limitation, any ingredient or component of the foregoing products) subject to regulation under the Federal Food, Drug, and Cosmetic Act (21 U.S.C. et seq.) and comparable federal and state laws.

Notice to Agent and the Lenders. Loan Parties shall provide Agent and Lenders with (a) notice of any change in any material respect (except that in each case such materiality qualifier shall not be applicable to any representation or warranty that is already expressly qualified or modified by materiality in the text thereof) in the accuracy of the Perfection Certificate promptly (but in any event within six (6) Business Days) after the date on which any Responsible Officer (as defined below) of a Loan Party obtains knowledge of the occurrence of any such change, (b) notice of the occurrence of any Default or Event of Default, promptly (but in any event within five three (53) daysBusiness Days) after the date on which any officer Responsible Officer of a Loan Party obtains Knowledge knowledge of the occurrence of any such event, (bc) notice (which shall include a copy or electronic link) copies of all filings statements, reports and reports notices made available generally by any Loan Party is required to file its securityholders and all documents filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and any other filings related to any Loan Parties’ purchase or sale of securities, and copies of all notices or other written communication received by any Loan Party from the SEC or any securities exchange or governmental authority exercising a similar function, promptly, promptly (but in any event within five (5) days Business Days) after delivering or receiving such information to or from such persons (persons; provided that an notification to Agent by facsimile transmission or electronic link to transmission of the filing of any such statement, report or notice filed with on the SEC SEC’s Next-Generation XXXXX System shall be sufficient to constitute a copy satisfy the notice and delivery requirements of the samethis clause (c), (cd) written notice a report of any legal actions pending or threatened in writing against any Loan Party or any Subsidiary that could reasonably be expected to result in damages or costs to any Loan Party or any Subsidiary of $250,000 150,000 or moremore in excess of applicable insurance coverage, promptly, promptly (but in any event within five (5) days Business Days) after receipt of notice thereofthereof by a Responsible Officer of a Loan Party, including without limitation any such legal actions alleging potential or actual violations of any Public Health Law, (de) together with the delivery of each Compliance Certificate, a list of any new applications or registrations that any Loan Party has made or filed in respect of any Intellectual Property or a any material change in status of any outstanding application or registrationregistration (other than any change in status on an application or registration prosecuted by a third party of which a Responsible Officer of the Loan Parties or the Borrower’s Director of Intellectual Property has no knowledge) concurrently with the delivery of each quarterly compliance certificate delivered pursuant to Section 6.3, (ef) notice of any material breach or other event constituting a default or event of default under any Material Agreement, promptly (but in any event within three (3) Business Days) after the date on which any Responsible Officer of a Loan Party obtains knowledge of the occurrence of any such event, (g) notice of any amendments to, and copies of all material statements, reports and notices (other than non-material amendments, statements, reports and notices delivered in the ordinary course of business) delivered to or by a Loan Party in connection with, with any Material Agreement, or notice of any Loan Party entering into any Material Contract or any termination or breach thereof, promptly (but in any event within five (5) daysBusiness Days) after the execution or receipt thereof of any such amendment or the termination receipt of any statement, report or breach thereofnotice by a Responsible Officer of any Loan Party, (fh) copies of any written notice that the FDA or comparable foreign or state governmental authority is limiting, suspending or revoking any Registration, promptlychanging the market classification, distribution pathway or parameters or labeling of the products of the Loan Parties, or considering any of the foregoing, promptly (but in any event within five three (53) Business Days Days) after receipt thereofthereof by a Responsible Officer of any Loan Party, (gi) notice that any Loan Party has become subject to any administrative or regulatory action by the action, FDA or comparable foreign or state governmental authorityauthority inspection, or received a Form FDA 483 observation, warning letter, notice of violation letter, or Form FDA-483 observations other enforcement action, or notice, response or commitment, the compliance with which may be reasonably expected to have a Material Adverse Effect, made to or with the FDA or any comparable governmental authority, or notice that any product of any Loan Party has been seized, withdrawn, recalled, detained, or subject to a suspension of manufacturing, or the commencement of any proceedings in the United States or any other jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product are pending or threatened in writing against any Loan Party, promptly (but in any event within five three (53) daysBusiness Days) after receipt thereof, and (h) no later than thirty (30) days after the end thereof by a Responsible Officer of each fiscal quarter, a certificate of the chief financial officer of Borrower setting forth in reasonable detail any Margin Stock owned by any Loan Party and (j) notice of any material adverse deviation from the most recent annual operating plan of Borrower delivered to Agent and Lenders in accordance with Section 6.3 promptly (but in any event within three (3) Business Days) after the date on which any Responsible Officer of a Loan Party obtains knowledge thereof. “Responsible Officer” shall mean the chief executive officer, president, chief financial officer, chief medical officer, vice president of finance, general counsel, executive vice president, chief scientific officer, vice president of regulatory affairs and compliance, and any other officer with substantially the same responsibility as any of the last day of such fiscal quarter. The term “Public Heath Laws” means all applicable laws, statutes, ordinances, rules and regulations relating to the procurement, development, clinical and non-clinical evaluation, product approval or clearance, manufacture, production, analysis, distribution, importation, exportation, quality, sale, labeling, promotion, or post-market requirements of any medical device (including, without limitation, any ingredient or component of the foregoing products) subject to regulation under the Federal Food, Drug, and Cosmetic Act (21 U.S.C. et seqabove.) and comparable federal and state laws.