Books and Records; Notices. (a) Promptly (but in no event more than five Business Days) after receipt by the Seller of written notice of, or related to, any action, suit, claim, demand, dispute, investigation, arbitration or other proceeding (commenced or threatened) relating to (i) any Transaction Document or the Counterparty Agreement or the transactions contemplated hereunder or thereunder, (ii) the First Agreement or the Second Agreement, (iii) the Purchased Assets or (iv) any default or termination by Counterparty under the Counterparty Agreement or any of the purchasing entities under the First Agreement or the Second Agreement, the Seller shall (x) inform the Purchaser in writing of the receipt of such notice and the substance thereof and (y) if such notice is in writing, furnish the Purchaser with a copy of such notice and any related materials with respect thereto.
Books and Records; Notices. (a) After receipt by the Seller of notice of any action, claim, demand, dispute, investigation, arbitration or proceeding (commenced or threatened) relating to the transactions contemplated by any Transaction Document, the Purchased Assets or the Product Agreements or any default or termination by any Person under any Product Agreement, the Seller shall (i) promptly (but in no event more than five Business Days following receipt by the Seller) inform the Purchaser in writing of the receipt of such notice and the substance thereof and (ii) if such notice is in writing, promptly (but in no event more than five Business Days following receipt by the Seller) furnish the Purchaser with a copy of such notice and any related materials with respect thereto.
Books and Records; Notices. (a) After receipt by Seller of notice of any action, claim, demand, dispute, investigation, arbitration or proceeding (commenced or threatened) relating to the transactions contemplated by any Transaction Document, the Purchased Assets or any Counterparty Agreement or any default or termination by any Person under the Counterparty Agreements, Seller shall (i) promptly inform Purchaser in writing of the receipt of such notice and the substance thereof and (ii) if such notice is in writing, promptly furnish Purchaser with a copy of such notice and any related materials with respect thereto.
Books and Records; Notices. (a) The Seller shall keep and maintain, or cause to be kept and maintained, at all times, full and accurate books and records adequate to reflect accurately all Royalties and related financial information received.
Books and Records; Notices. (a) During the term of this Purchase and Sale Agreement and for a period of two (2) years thereafter, the Seller shall keep and maintain, or cause to be kept and maintained, at all times full and accurate books and records adequate to reflect all financial information it has received, and all amounts paid or received under the Counterparty License Agreement, with respect to the Royalties.
Books and Records; Notices. (a) As promptly as practicable (but in any event within five Business Days) after receipt by Seller or Parent of notice of any action, claim, suit, demand, investigation, arbitration or other proceeding (commenced or threatened) relating to (i) any Transaction Document, the License Agreement, any Ancillary Agreement, or any of the transactions contemplated hereunder or thereunder, (ii) the Purchased Interests, (iii) the Patent Rights, (iv) the Purchased Product Assets, (v) the Retained Product Assets, or (vi) any default or termination (or threatened default or termination) by Almirall or Almirall LLC under the License Agreement or the Ancillary Agreements, Seller and Parent shall, subject to Section 5.02(j), (x) inform Purchasers and the Purchaser Directors of the receipt of such notice and the substance of such action, claim, suit, demand, investigation, arbitration or proceeding and, (y) if such notice is in writing, shall furnish Purchasers and the Purchaser Directors with a copy of such notice and any related materials with respect to such action, claim, suit, demand, investigation, arbitration or proceeding (subject to any Seller confidentiality obligations with Persons other than Almirall or Almirall LLC to the extent any such notice, related materials and description of the substance of the applicable action, claim, suit, demand, investigation, arbitration or proceeding is subject to such confidentiality obligations).
Books and Records; Notices. (a) Promptly (but in no event more than five Business Days) after receipt by the Seller of notice of any action, suit, claim, demand, dispute, investigation, arbitration or other proceeding (commenced or threatened) relating to the transactions contemplated by any Transaction Document, the Purchased Assets or the Counterparty License Agreement or any default or termination by any Person under the Counterparty License Agreement, the Seller shall, except to the extent prohibited by Applicable Law, (i) inform the Purchaser in writing of the receipt of such notice and the substance thereof and (ii) if such notice is in writing, furnish the Purchaser with a copy of such notice and any related materials with respect thereto.
Books and Records; Notices. 21 Section 5.2 Confidentiality; Public Announcement; Termination of Existing Confidentiality Agreement. 22 Section 5.3 Further Assurances. 23 Section 5.4 Payments on Account of the Purchased Assets. 24 Section 5.5 Counterparty License Agreement. 26 Section 5.6 Termination of the Counterparty License Agreement; Mergers, Consolidations and Asset Sales Involving Counterparty. 29 Section 5.7 Audits. 30 Section 5.8 Tax Matters. 30 ARTICLE VI THE CLOSING
Books and Records; Notices. (a) Promptly (but in no event more than five Business Days) after receipt by the Seller of written notice of any action, suit, claim, demand, dispute, investigation, arbitration or other proceeding (commenced or threatened) against the Seller or any of the Intellectual Property Rights relating to the transactions contemplated by any Transaction Document, the Purchased Assets or any Counterparty Agreement or any default or termination, or any threatened default or termination, by any Person under any of the Counterparty Agreements, or any other fact or circumstance that would reasonably be expected to result in a Material Adverse Change, the Seller shall (i) inform the Purchaser of the receipt of such notice and the substance thereof and (ii) furnish the Purchaser with a complete copy of such notice and any related materials with respect thereto.
Books and Records; Notices. (a) Promptly (but in no event more than [***] Business Days) after receipt by the Seller Group of notice of or correspondence relating to any action, suit, claim, demand, dispute, investigation, arbitration or other proceeding (commenced or threatened) relating to the transactions contemplated by any Transaction Document, the Purchased Assets or the License Agreement and that could affect the Receivables or any breach, default or termination by any Person under the License Agreement related to or that could affect the Receivables, the Seller Group shall (i) inform the Purchaser in writing of the receipt of such notice or correspondence and the substance thereof and (ii) if such notice or correspondence is in writing, furnish the Purchaser with a copy of such notice or correspondence and any related materials with respect thereto.
