Common use of Notice to Agent Clause in Contracts

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 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 Borrower to its security holders or to any holders of Subordinated Indebtedness (as defined below), all notices sent to Borrower by the holders of such Subordinated Indebtedness, 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 days of delivering or receiving such information to or from such persons, (d) a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $100,000 or more promptly, but in any event within 3 days, upon receipt of notice thereof, (e) at the time of the delivery of the monthly financial statements delivered pursuant to Section 6.3(a) below, for the prior month period, a written summary of all new applications and registrations that Borrower has made or filed in respect of any Intellectual Property or a change in status of any outstanding application or registration, and upon Agent’s request, copies of the actual applications or registrations, and (f) at the time of the delivery of the monthly financial statements delivered pursuant to Section 6.3(a) below, for the prior month period, written notice with a summary of the content of any statements, reports and notices delivered to or by a Loan Party in connection with any Material Agreement, and upon Agent’s request, copies of the actual statements, reports or notices; provided that, during the continuance of any Default or Event of Default, Borrower shall provide the information set forth in subsection (e) and (f) hereof at such times as requested by Agent.

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 three (3) 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 Borrower any Loan Party to its security holders securityholders or to any holders of Subordinated Indebtedness (as defined below), all notices sent to Borrower any Loan Party by the holders of such Subordinated Indebtedness, 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 three (3) days of delivering or receiving such information to or from such persons, (d) a report of any legal actions pending or threatened against Borrower any Loan Party or any Subsidiary that could result in damages or costs to Borrower any Loan Party or any Subsidiary of $100,000 or more promptly, but in any event within 3 three (3) days, upon receipt of notice thereof, including without limitation any such legal actions alleging potential or actual violations of any Public Health Law, (e) at the time of the delivery of the monthly financial statements delivered pursuant to Section 6.3(a) below, for the prior month period, a written summary of all any new applications and or registrations that Borrower any Loan Party has made or filed in respect of any Intellectual Property or a change in status of any outstanding application or registrationregistration within five (5) days of such application, and upon Agent’s requestfiling or change in status, copies of the actual applications or registrations, and (f) at the time of the delivery of the monthly financial statements delivered pursuant to Section 6.3(a) below, for the prior month period, written notice with a summary of the content of any amendments to, and copies of all statements, reports and notices delivered to or by a Loan Party in connection with with, any Material AgreementAgreement promptly (but in any event within three (3) days) upon execution or receipt thereof, and upon Agent’s request(g) any notice that the FDA or comparable governmental authority is limiting, copies suspending or revoking any Registration, changing the market classification, distribution pathway or parameters or labeling of the actual statementsproducts of the Loan Parties, reports or notices; provided thatconsidering any of the foregoing, during (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 continuance FDA or any comparable governmental authority, or notice that any product of any Default Loan Party has been seized, withdrawn, recalled, detained, or Event subject to a suspension of Defaultmanufacturing, Borrower shall provide or the information set forth commencement of any proceedings in subsection (e) and (f) hereof at such times as requested by Agentthe 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.

Notice to Agent. Loan Parties shall provide Agent with (a) notice of any change in the accuracy of the Perfection Certificate (to be delivered upon the earlier of (i) the delivery of the next compliance certificate required to be delivered pursuant to Section 6.3 or (ii) delivery of an advance request in respect of a Term Loan) or any of the representations and warranties provided in Section 5 above, above (to be delivered 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 daysBusiness 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 Borrower to its security holders or to any holders of Subordinated Indebtedness (as defined below), all notices sent to Borrower by the holders of such Subordinated Indebtedness, and all documents filed annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission (“SEC”) under Section 13 or any securities exchange or governmental authority exercising a similar function15(d) of the Securities Exchange Act of 1934, promptly, but in any event within 3 days Business Days of delivering or receiving such information to or from such persons, (d) (i) if Borrower is a private company, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $100,000 500,000 or more promptly, but in any event within 3 daysBusiness Days, upon receipt of notice thereofthereof or (ii) if Borrower is a publicly held company, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could reasonably be expected to result in a Material Adverse Effect, (e) at the time of the delivery of the monthly financial statements delivered pursuant to Section 6.3(a) below, for the prior month period, a written summary of all any new applications and or registrations that Borrower has made or filed in respect of any Intellectual Property or a change in status of any outstanding application or registrationregistrations, and upon on a quarterly basis or as otherwise reasonably requested by Agent’s request, copies of the actual applications such application, filing or registrationschange in status, and (f) at the time if Borrower is a private company, copies of the delivery of the monthly financial statements delivered pursuant to Section 6.3(a) below, for the prior month period, written notice with a summary of the content of any all statements, reports and notices delivered to or by a Loan Party in connection with any Material Agreement, and Contract promptly (but in any event within 3 Business Days) upon Agent’s request, copies of the actual statements, reports or notices; provided that, during the continuance of any Default or Event of Default, Borrower shall provide the information set forth in subsection (e) and (f) hereof at such times as requested by Agentrequest thereof.

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 days) after the date on which any officer of a Loan Party obtains knowledge of the occurrence of any such event, (cb) copies of all statements, reports and notices made available generally by Borrower any Loan Party to its security holders securityholders or to any holders of Subordinated Indebtedness (in their capacity as defined belowholders of such Subordinated Indebtedness), all notices sent to Borrower any Loan Party by the holders of such any Subordinated Indebtedness, 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 days of delivering or receiving such information to or from such persons, (dc) a report of any legal actions pending or threatened against Borrower any Loan Party or any Subsidiary that could would reasonably be expected to result in damages or costs to Borrower any Loan Party or any Subsidiary of $100,000 250,000 or more promptly, but in any event within 3 days, upon receipt of notice thereof, (ed) at the time of the delivery of the monthly financial statements delivered reporting for the months of March, June, September and December of each calendar year as required pursuant to Section 6.3(a) below, for the prior month period6.3, a written summary of all any new applications and or registrations that Borrower any Loan Party has made or filed in respect of any Intellectual Property or a change in status of any outstanding application or registration, and upon Agent’s request, copies of in each case since the actual applications or registrationsprior such summary was delivered pursuant to this clause (d), and (fe) at the time of the delivery of the monthly financial statements delivered pursuant to Section 6.3(a) below, for the prior month period, written notice with a summary of the content of any amendments to, and copies of all material statements, reports and notices delivered to or by a Loan Party in connection with with, any Material Agreement, and Agreement promptly (but in any event within 3 Business Days) upon Agent’s request, copies of the actual statements, reports execution or notices; provided that, during the continuance of any Default or Event of Default, Borrower shall provide the information set forth in subsection (e) and (f) hereof at such times as requested by Agentreceipt thereof.

Notice to Agent. Loan Parties Borrower 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 daysBusiness Days) after the date on which any officer “officer” (as defined in Rule 16a-1 promulgated under the Securities Exchange Act of 1934, as amended) or a Loan Party obtains knowledge Proper Officer (each such “officer” or such Proper Officer, an “Executive Officer”) of Borrower becomes aware [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions of the occurrence of any such event the occurrence of any such event, (cb) copies of all statements, reports and notices made available generally by Borrower to its security holders 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 documents 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 3 5 days of delivering or receiving such information to or from such persons, (dc) 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 $100,000 250,000 or more promptly, promptly upon (but in any event within 3 days, upon Business Days after) receipt of notice thereof, (ed) at the time within 45 days of the delivery end of the monthly financial statements delivered pursuant to Section 6.3(a) below, for the prior month periodeach calendar quarter, a written summary list of all any new applications and 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, and upon Agent’s request, copies of registration during the actual applications or registrationsimmediately preceding calendar quarter, and (fe) at the time copies of the delivery of the monthly financial statements delivered pursuant to Section 6.3(a) below, for the prior month period, written notice with a summary of the content of any all material statements, reports and notices delivered to or by a Loan Party Borrower in connection with the Maxygen License Agreement promptly but in any Material Agreement, and upon Agent’s request, copies event within 3 Business Days of the actual statements, reports delivering or notices; provided that, during the continuance of any Default or Event of Default, Borrower shall provide the information set forth in subsection (e) and (f) hereof at receiving such times as requested by Agentinformation.

Notice to Agent. Loan Parties Borrower 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 daysBusiness Days) after the date on which any officer “officer” (as defined in Rule 16a-1 promulgated under the Securities Exchange Act of 1934, as amended) or a Loan Party obtains knowledge 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, (cb) copies of all statements, reports and notices made available generally by Borrower to its security holders 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 documents 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 3 5 days of delivering or receiving such information to or from such persons, (dc) a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. or costs to Borrower or any Subsidiary of $100,000 [*] or more promptly, promptly upon (but in any event within 3 days, upon Business Days after) receipt of notice thereof, (ed) at the time within 45 days of the delivery end of the monthly financial statements delivered pursuant to Section 6.3(a) below, for the prior month periodeach calendar quarter, a written summary list of all any new applications and 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, and upon Agent’s request, copies of registration during the actual applications or registrationsimmediately preceding calendar quarter, and (fe) at the time copies of the delivery of the monthly financial statements delivered pursuant to Section 6.3(a) below, for the prior month period, written notice with a summary of the content of any all material statements, reports and notices delivered to or by a Loan Party Borrower in connection with the Maxygen License Agreement promptly but in any Material Agreement, and upon Agent’s request, copies event within 3 Business Days of the actual statements, reports delivering or notices; provided that, during the continuance of any Default or Event of Default, Borrower shall provide the information set forth in subsection (e) and (f) hereof at receiving such times as requested by Agentinformation.

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 5 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 Borrower to its security holders or to any holders of Subordinated Indebtedness (as defined below), all notices sent to Borrower by the holders of such Subordinated Indebtedness, 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 days of delivering or receiving such information to or from such personspersons (provided that to the extent the same are posted by Borrower on the internet, Borrower shall only be obligated to give notice to Agent of such internet posting via electronic mail to an electronic mail address provided by Agent from time to time), (d) a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $100,000 250,000 or more promptly, but in any event within 3 5 days, upon receipt of notice thereof, (e) at the time of the delivery of the monthly financial statements delivered that Borrower delivers each quarterly compliance certificate pursuant to Section 6.3(a) below, for the prior month period6.3, a written summary of all any new applications and or registrations that Borrower has made or filed in respect of any Intellectual Property or a any material adverse change in status of any outstanding application or registrationregistration within 5 days of such application, filing or adverse change in status, (f) notice of, and upon Agent’s request, copies of the actual applications or registrations, and (f) at the time of the delivery of the monthly financial statements delivered pursuant to Section 6.3(a) below, for the prior month period, written notice with a summary of the content of any all material statements, reports and notices delivered to or by a Loan Party in connection with any Material AgreementAgreement promptly (but in any event within 5 days) upon receipt thereof, (g) notice of the occurrence of any default or event of default under any Lease Agreement (as defined below), 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 and (h) upon Agent’s reasonable request, copies of the actual statements, reports or notices; provided that, during the continuance of any Default or Event of Default, Borrower shall provide deliver to Agent within 5 days after such request a certification from an authorized officer of the information set forth in subsection (e) and (f) hereof at applicable Loan Party that no default or event default exists under any Lease Agreement of such times as requested by AgentLoan Party.

Notice to Agent. Loan Parties Borrower 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 daysBusiness Days) after the date on which any officer “officer” (as defined in Rule 16a-1 promulgated under the Securities Exchange Act of 1934, as amended) or a Loan Party obtains knowledge 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, (cb) copies of all statements, reports and notices made available generally by Borrower to its security holders securityholders or to any holders of Subordinated Indebtedness (as defined below), all notices sent to Borrower by the holders of such Subordinated [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Indebtedness, and all documents 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 3 5 days of delivering or receiving such information to or from such persons, (dc) 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 $100,000 [*] or more promptly, promptly upon (but in any event within 3 days, upon Business Days after) receipt of notice thereof, (ed) at the time within 45 days of the delivery end of the monthly financial statements delivered pursuant to Section 6.3(a) below, for the prior month periodeach calendar quarter, a written summary list of all any new applications and 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, and upon Agent’s request, copies of registration during the actual applications or registrationsimmediately preceding calendar quarter, and (fe) at the time copies of the delivery of the monthly financial statements delivered pursuant to Section 6.3(a) below, for the prior month period, written notice with a summary of the content of any all material statements, reports and notices delivered to or by a Loan Party Borrower in connection with the Maxygen License Agreement promptly but in any Material Agreement, and upon Agent’s request, copies event within 3 Business Days of the actual statements, reports delivering or notices; provided that, during the continuance of any Default or Event of Default, Borrower shall provide the information set forth in subsection (e) and (f) hereof at receiving such times as requested by Agentinformation.

Notice to Agent. Until the Termination Date (but subject to reinstatement of this Agreement pursuant to Section 10.9), 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 days) after the date on which any officer of a Loan Party obtains knowledge of the occurrence of any such event, (c) upon written request by Agent, copies of all statements, reports and notices made available generally by Borrower to its security holders or to any holders of Subordinated Indebtedness (as defined below), all notices sent to Borrower by the holders of such Subordinated Indebtedness, securityholders and all documents filed with the Securities and Exchange Commission (“SEC”) SEC or any securities exchange or governmental authority exercising a similar function, promptly, but in any event within 3 days of delivering or receiving such information to or from such personsafter Agent’s request, (d) a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $100,000 500,000 or more promptly, but in any event within 3 days, upon receipt of notice thereof, (e) at the time upon written request of the delivery of the monthly financial statements delivered pursuant to Section 6.3(a) belowAgent, for the prior month period, a written summary of all any new applications and or registrations that Borrower has made or filed in respect of any Intellectual Property or a change in status of any outstanding application or registrationregistration within 5 days of such application, filing or change in status, (f) redacted (and upon Agent’s requestwritten request and agreement to be bound by the confidentiality provisions therein, unredacted) copies of the actual applications or registrations, and (f) at the time of the delivery of the monthly financial statements delivered pursuant to Section 6.3(a) below, for the prior month period, written notice with a summary of the content of any all statements, reports and notices delivered to or by a Loan Party in connection with any Material AgreementAgreement within 3 Business Days after the date on which Borrower makes a determination that such statement, report and/or notice, as applicable, is material and upon Agent’s requestadverse to Borrower, copies Agent or any Lender and (g) in the event that any of the actual statementschief executive officer, reports the chief financial officer or notices; provided that, during the continuance chief scientific officer of any Default Borrower ceases to be involved in the day to day operations (including research development) or Event management of Defaultthe business of Borrower, Borrower shall provide deliver written notice thereof to Agent promptly (but in any event within 3 days) after the information set forth date such officer ceases to be involved in subsection (e) and (f) hereof at such times as requested by Agentoperations.

Notice to Agent. Loan Parties Borrower 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 daysBusiness Days) after the date on which any officer “officer” (as defined in Rule 16a-1 promulgated under the Securities Exchange Act of 1934, as amended) or a Loan Party obtains knowledge 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, (cb) copies of all statements, reports and notices made available generally by Borrower to its security holders securityholders or to any holders of Subordinated Indebtedness (as defined below), all notices sent to Borrower by the holders of such Subordinated [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions Indebtedness, and all documents 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 3 5 days of delivering or receiving such information to or from such persons, (dc) 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 $100,000 [*] or more promptly, promptly upon (but in any event within 3 days, upon Business Days after) receipt of notice thereof, (ed) at the time within 45 days of the delivery end of the monthly financial statements delivered pursuant to Section 6.3(a) below, for the prior month periodeach calendar quarter, a written summary list of all any new applications and 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, and upon Agent’s request, copies of registration during the actual applications or registrationsimmediately preceding calendar quarter, and (fe) at the time copies of the delivery of the monthly financial statements delivered pursuant to Section 6.3(a) below, for the prior month period, written notice with a summary of the content of any all material statements, reports and notices delivered to or by a Loan Party Borrower in connection with the Maxygen License Agreement promptly but in any Material Agreement, and upon Agent’s request, copies event within 3 Business Days of the actual statements, reports delivering or notices; provided that, during the continuance of any Default or Event of Default, Borrower shall provide the information set forth in subsection (e) and (f) hereof at receiving such times as requested by Agentinformation.