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.
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Samples: Loan Agreement, Loan Agreement (Peplin Inc), Loan Agreement (Peplin Inc)
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 any material respect (except that in each case such materiality qualifier shall not be applicable to any representation or warranty that already is expressly qualified or modified by materiality in the text thereof) 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) 3 Business Days) after the date on which any officer of a Loan Party becomes aware, or through obtains knowledge of the exercise of reasonable diligence should have become aware, occurrence of any such change, change (cb) notice of the occurrence of any Default or Event of Default, promptly (but in any event within 3 daysBusiness Days) after the date on which any officer of a Loan Party obtains knowledge of the occurrence of any such eventoccurrence, (dc) copies of all material statements, reports and notices made available generally delivered by Parent any Loan Party to its securityholders or to Small Cap Biotech (as defined below) under the Small Cap Biotech Agreement, and all material notices sent to any Loan Party by Small Cap Biotech, 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 authority exercising a similar function, promptly (other than those provided pursuant to Section 6.3 hereof)promptly, but in any event within 3 days Business Days of delivering or receiving such information to or from such persons, in each case with any confidential or proprietary information therein redacted to the extent necessary to comply with any confidentiality agreement with Small Cap Biotech, (ed) a report of any legal actions pending or threatened in writing against a and delivered to any Loan Party or any Subsidiary that could result in damages or costs to a any Loan Party or any Subsidiary of $100,000 250,000 or more promptly, but in any event within three 3 Business Days, upon receipt of written notice thereof by a Loan Party, including without limitation any such legal actions alleging potential or actual violations of any Public Health Law, (3e) Business Days after a list of any new domestic and any material new foreign applications or registrations that any Loan Party has made or filed in respect of any Intellectual Property or a material change in status of any outstanding application or registration with respect to Intellectual Property, to be delivered with the date it becomes aware, or through the exercise of due diligence should have become aware thereofnext succeeding compliance certificate required to be delivered pursuant to Section 6.3, (f) notice of any amendments to, and copies of all material statements, reports and notices (other than 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 and copies promptly (but in any event within 3 Business Days) upon execution or receipt thereof, (g) any notice that the FDA or comparable governmental authority is limiting, suspending or revoking any Registration, changing 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 3 Business Days) of Borrower’s receiving written notice of such change or consideration or (h) notice that any Loan Party has become subject to any administrative or regulatory action, FDA inspection, Form FDA 483 observation, warning letter, notice of violation letter, or 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 against any Loan Party, promptly (but in any event within 3 Business Days) of Borrower’s receiving written notice of such action or event; provided that, with respect to any statements, reports reports, notices or other documents that are filed with the SEC by the Borrower and notices upon are required to be delivered to the request Agent under this Section 6.2 or under Section 6.3, notification by the Borrower to the Agent of such filing with the SEC shall constitute delivery to the Agent.
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