(l) Liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by Liens of the type described in clauses (a) through (k) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase.
Person means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or governmental agency.
Prepayment Fee is, with respect to the Term Loan, if prepaid prior to the Term Loan Maturity Date, whether by mandatory or voluntary prepayment, acceleration or otherwise, an additional fee payable to Bank in amount equal to:
(a) for a prepayment made on or after the Closing Date through and including the first anniversary of the Funding Date of the Term Loan, three percent (3.00%) of the principal amount of the Term Loan prepaid;
(b) for a prepayment made after the date which is after the first anniversary of the Closing Date through and including the second anniversary of the Closing Date, two percent (2.00%) of the principal amount of the Term Loan prepaid;
(c) for a prepayment made after the date which is after the second anniversary of the Closing Date and prior to the Term Loan Maturity Date, one percent (1.00%) of the principal amount of the Term Loan prepaid.
Prime Rate means the greater of four and a quarter percent (4.25%) or the Prime Rate published in the Money Rates section of the Western Edition of The Wall Street Journal, or, if the Prime Rate is no longer published in the Western Edition of The Wall Street Journal, such other rate of interest publicly announced from time to time by Bank as its Prime Rate. Bank may price loans to its customers at, above or below the Prime Rate. Any change in the Prime Rate shall take effect at the opening of business on the day specified in the public announcement of a change in Prime Rate.
Registration means any registration, authorization, approval, license, permit, clearance, certificate, and exemption issued, received or allowed by the FDA or state pharmacy licensing authorities (including, without limitation, new drug applications, abbreviated new drug applications, biologics license applications, investigational new drug applications, over-the-counter drug monograph, device pre-market approval applications, device pre-market notifications, investigational device exemptions, product re-certifications, manufacturing approvals, registrations and authorizations, CE Marks, pricing and reimbursement approvals, labeling approvals or their foreign equivalent, controlled substance registrations, and wholesale distributor permits).
Regulatory Action means an administrative, regulatory, or judicial enforcement action, proceeding, investigation or inspection, FDA Form 483 notice of inspectional observation, warning letter, untitled letter, other notice of violation letter, recall, seizure, Section 305 notice or other similar written communication, injunction or consent decree, issued by the FDA or a federal or state court.
Responsible Officer means each of the Chief Executive Officer, the President, the Chief Financial Officer and the Controller of each Borrower.
Restricted Agreement is any material in-bound license of Intellectual Property or other similar material agreement (other than over-the-counter software that is commercially available to the public) to which any Borrower is a party or under which any Borrower is bound: (a) that prohibits or otherwise restricts any Borrower from assigning to Bank, or granting to Bank a Lien in, any Borrowers interest in such license or agreement, the rights arising thereunder or any other property, or (b) for which a breach or default under, or the expiration or termination of, such license, agreement or contract could (i) interfere with the Banks right to use, license, sell or collect any Collateral or otherwise exercise its rights and remedies with respect to the Collateral under the Loan Documents or applicable law, or (ii) reasonably be expected to cause a Material Adverse Effect.