Common use of Regulatory Reporting and Covenants Clause in Contracts

Regulatory Reporting and Covenants. (a) Borrowers shall have, and shall ensure that it and each of its Subsidiaries has, each material Permit and other material rights from, and have made all material declarations and filings with, all applicable Governmental Authorities, all self-regulatory authorities and all courts and other tribunals necessary to engage in all material respects in the ownership, management and operation of the business or the assets of any Borrower except where failure to do so would not reasonably be expected to have a Material Adverse Effect. Borrower shall ensure that all Permits are valid and in full force and effect and Borrowers are in material compliance with the terms and conditions of all such Permits, except where failure to be in such compliance or for a Permit to be valid and in full force and effect would not reasonably be expected to have a Material Adverse Effect. (b) Borrowers will maintain in full force and effect, and free from restrictions, probations, conditions or known conflicts which would materially impair the use or operation of Borrowers’ business and assets, all Permits necessary under Healthcare Laws to carry on the business of Borrowers as it is conducted on the Closing Date, except where failure to do so would not reasonably be expected to have a Material Adverse Effect. (c) If, after the Closing Date, Borrowers determine to sell or market any new Product commercially (excluding for the avoidance of doubt any revisions to the Borrower’s existing Products) that could be reasonably expected to generate at least $1,000,000 per year in Net Revenue, Borrowers shall deliver, together with delivery of the next Compliance Certificate, an updated Schedule 4.17 reflecting updates related to such determination (which shall also include a brief description of such Product).