Access and Examination; Confidentiality. (a) The Agent, accompanied by any Lender which so elects, may at all reasonable times during regular business hours (and at any time when a Default or Event of Default exists) have access to, examine, audit, make extracts from or copies of and inspect any or all of the Borrower's records, files, and books of account and the Collateral, and discuss the Borrower's affairs with the Borrower's officers and management. The Borrower will deliver to the Agent any instrument necessary for the Agent to obtain records from any service bureau maintaining records for the Borrower. The Agent may, and at the direction of the Majority Lenders shall, at any time when a Default or Event of Default exists, and at the Borrower's expense, make copies of all of the Borrower's books and records, or require the Borrower to deliver such copies to the Agent. The Agent may, without expense to the Agent, use such of the Borrower's respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Agent's Liens. The Agent shall have the right, at any time, in the Agent's name or in the name of a nominee of the Agent, to verify the validity, amount or any other matter relating to the Accounts, Inventory, or other Collateral, by mail, telephone, or otherwise.
(b) The Borrower agrees that, subject to the Borrower's prior consent for uses other than in a traditional tombstone, which consent shall not be unreasonably withheld or delayed, the Agent and each Lender may use the Borrower's name in advertising and promotional material and in conjunction therewith disclose the general terms of this Agreement. The Agent and each Lender agree to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information provided to the Agent or such Lender by or on behalf of the Borrower, under this Agreement or any other Loan Document, and neither the Agent, nor such Lender nor any of their respective Affiliates shall use any such information other than in connection with or in enforcement of this Agreement and the other Loan Documents, except to the extent that such information (i) was or becomes generally available to the public other than as a result of disclosure by the Agent or such Lender, or (ii) was or becomes available on a nonconfidential basis from a source other than the Borrower, provided that such source is not bound by a confidentiality agreement with the Borrower known to the Agent or such Lender; provi...
Access and Examination; Confidentiality. (a) The Secured Party may at all reasonable times and upon reasonable notice, have access to, examine, audit, make extracts from or copies of and inspect any or all of the Debtor's records, files, and books of account and the Collateral, and discuss the Debtor's affairs with the Debtor's officers, management and internal and external auditors and accountants. The Debtor will deliver to the Secured Party any instrument necessary for the Secured Party to obtain records from any service bureau maintaining records for the Debtor. The Secured Party may, at any time when an Event of Default exists, and at the Debtor's expense, make copies of all of the Debtor's books and records, or require the Debtor to deliver such copies to the Secured Party. The Secured Party may, without expense to the Secured Party, but without materially disrupting the Debtor's business, use such of the Debtor's supplies, and premises as may be reasonably necessary for maintaining or enforcing the Secured Party's Liens. The Secured Party shall have the right, at any time but only upon ten (10) Business Days' prior written notice to the Debtor (which notice shall not be required so long as an Event of Default shall be continuing), in the Secured Party's name or in the name of a nominee of the Secured Party, to verify with commercially reasonable frequency the validity, amount or any other matter relating to the Accounts, Inventory or other Collateral, by mail, telephone or otherwise.
(b) The Secured Party agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information provided to or obtained by the Secured Party or by or on behalf of the Debtor under this Agreement or any other Loan Document, and neither the Secured Party nor any of their respective Affiliates shall use any such information other than in connection with or in enforcement of this Agreement and the other Loan Documents, except to the extent that such information (i) was or becomes generally available to the public other than as a result of disclosure by the Secured Party, or (ii) was or becomes available on a nonconfidential basis from a source other than the Debtor, provided that such source is not bound by a confidentiality agreement with the Debtor known to the Secured Party; provided, however, that the Secured Party may disclose such information (1) at the request or pursuant to any requirement of any governmental authority to which the Secured Party is subject or...
Access and Examination; Confidentiality. (a) No more than once every four (4) months (and at any time when a Default exists), the Secured Party may at all reasonable times and upon reasonable notice, have access to, examine, audit, make extracts from or copies of and inspect any or all of the Debtor's records, files, and books of account and the Collateral, and discuss the Debtor's affairs with the Debtor's officers, management and internal and external auditors and accountants. The Debtor will deliver to the Secured Party any instrument necessary for the Secured Party to obtain records from any service bureau maintaining records for the Debtor. The Secured Party may, at any time when a Default exists, and at the Debtor's expense, make copies of all of the Debtor's books and records, or require the Debtor to deliver such copies to the Secured Party. The Secured Party may, without expense to the Secured Party, but (unless an Event of Default exists) without materially disrupting the Debtor's business, use such of the Debtor's personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Secured Party's Liens. The Secured Party shall have the right, at any time, in the Secured Party's name or in the name of a nominee of the Secured Party, to verify with commercially reasonable frequency the validity, amount or any other matter relating to the Accounts, Inventory or other Collateral, by mail, telephone or otherwise.
(b) The Secured Party agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information identified as "confidential" or "secret" by the Debtor and provided to or obtained by the Secured Party or by or on behalf of the Debtor under this Agreement or any other Credit Document, and neither the Secured Party nor any of their respective Affiliates shall use any such information other than in connection with or in enforcement of this Agreement and the other Credit Documents, except to the extent that such information (i) was or becomes generally available to the public other than as a result of disclosure by the Secured Party, or (ii) was or becomes available on a nonconfidential basis from a source other than the Debtor, provided that such source is not bound by a confidentiality agreement with the Debtor known to the Secured Party; provided, however, that the Secured Party may disclose such information (1) at the request or pursuant to any requirement of any governmental authority to which the Secured...
Access and Examination; Confidentiality. (a) The Agent, accompanied by any Lender which so elects, may at all reasonable times during regular business hours (and at any time when a Default or Event of Default exists and is continuing) have access to, examine, audit, make extracts from or copies of and inspect any or all of any Loan Party's records, files, and books of account and the Collateral, and discuss any Loan Party's affairs with its and the Parent Guarantor's officers and management. Each Loan Party will deliver to the Agent any instrument necessary for the Agent to obtain records from any service bureau maintaining records for such Loan Party. The Agent may, and at the direction of the Majority Lenders shall, at any time when a Default or Event of Default exists, and at the Borrower's expense, make copies of all of any Loan Party's books and records, or require any Loan Party to deliver such copies to the Agent. The Agent may, without expense to the Agent, use such of any Loan Party's respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Agent's Liens. The Agent shall have the right, at any time, in the Agent's name or in the name of a nominee of the Agent, to verify the validity, amount or any other matter relating to the Accounts, Inventory, or other Collateral, by mail, telephone, or otherwise.
(b) Each Loan Party agrees that, subject to the Parent Guarantor's prior consent for uses other than in a traditional tombstone, which consent shall not be unreasonably withheld or delayed, the Agent and each Lender may use any Loan Party's name in advertising and promotional material and in conjunction therewith disclose the general terms of this Agreement. The Agent and each Lender agree to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information identified as "confidential" or "secret" by a Loan Party and provided to the Agent or such Lender by or on behalf of such Loan Party, under this Agreement or any other Loan Document, and neither the Agent, nor such Lender nor any of their respective Affiliates shall use any such information other than in connection with or in enforcement of this Agreement and the other Loan Documents, except to the extent that such information (i) was or becomes generally available to the public other than as a result of disclosure by the Agent or such Lender, or (ii) was or becomes available on a nonconfidential basis from a source other than such Loan Party...
Access and Examination; Confidentiality. The Agent, accompanied by any Lender which so elects, may, at Borrower’s expense, at all reasonable times during regular business hours (and at any time when an Event of Default exists and is continuing) have access to, examine, audit, make extracts from or copies of and inspect any or all of the Borrower’s records, files, and books of account and the Collateral of the Borrower, and discuss the Borrower’s affairs with the Borrower’s officers and management; provided that the Agent and the Lenders agree that, unless an Event of Default has occurred and is continuing, the Agent shall not conduct any such examination, audit or other inspection more than two times in any calendar year. The parties further agree that the Agent may conduct additional examinations, audits or other inspections, at the expense of the Agent and the Lenders, at all reasonable times during regular business hours, in addition to those contemplated above in this Section 6.3. The Borrower will deliver to the Agent any instrument necessary for the Agent to obtain records from any service bureau maintaining records for the Borrower. The Agent may, and at the direction of the Majority Lenders shall, at any time when a Default or Event of Default exists, and at the Borrower’s expense, make copies of all of the Borrower’s books and records relating to the Collateral of the Borrower and all relevant financial records, or require the Borrower to deliver such copies to the Agent.
Access and Examination; Confidentiality. (a) The Agent, accompanied by any Lender which so elects, may at all reasonable times during regular business hours (and at any time when a Default or Event of Default exists) have access to, examine, audit, make extracts from or copies of and inspect any or all of each Borrower's and SDI Canada's records, files, and books of account and the Collateral (including those records, files and books of account and Collateral located on an Account Debtor's premises), and discuss each Borrower's and SDI Canada's affairs with such Borrower's or SDI Canada's officers and management; provided, that if no Default or Event of Default exists, the Agent and the Lenders shall not conduct more than four (4) audits in any Fiscal Year; provided, further, that if (i) no Default or Event of Default exists, (ii) Aggregate Availability equals or exceeds $20,000,000 at all times, and (iii) the aggregate unpaid Obligations have not exceeded $15,000,000 at any time, the Agent and the Lenders shall not conduct more than two (2) audits in any Fiscal Year. Each Borrower will, and will cause SDI Canada to, deliver to the Agent any instrument necessary for the Agent to obtain records from any service bureau maintaining records for such Borrower or SDI Canada. The Agent may, and at the direction of the Majority Lenders shall, at any time when a Default or Event of Default exists, and at the Borrowers' expense, make copies of all of each Borrower's and SDI Canada's books and records, or require such Borrower and SDI Canada to deliver such copies to the Agent. The Agent may, without expense to the Agent, use such of a Borrower's and SDI Canada's respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Agent's Liens. The Agent shall have the right, at any time, in the Agent's name or in the name of a nominee of the Agent, to verify the validity, amount or any other matter relating to the Accounts, Inventory, or other Collateral, by mail, telephone, or otherwise.
(b) Each Borrower agrees that, subject to such Borrower's prior consent for uses other than in a traditional tombstone, which consent shall not be unreasonably withheld or delayed, the Agent and each Lender may use such Borrower's name in advertising and promotional material and in conjunction therewith disclose the general terms of this Agreement. The Agent and each Lender agree to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all ...
Access and Examination; Confidentiality. (a) The Collateral Agent, accompanied by any Lender which so elects, may upon reasonable advance notice and at reasonable times during regular business hours, and at any time when an Event of Default exists, have access to, examine, audit, make extracts from or copies of, and inspect any or all of the Loan Parties’ records, files, and books of account and the Collateral, and discuss the Loan Parties’ affairs with the Loan Parties’ officers and senior management. The Loan Parties will deliver to the Collateral Agent any instrument necessary for the Collateral Agent to obtain records from any service bureau maintaining records for the Loan Parties. The Collateral Agent may, and at the direction of the Majority Lenders shall, at any time when an Event of Default exists, and at the Loan Parties’ expense, make copies of all of the Loan Parties’ books and records, or require the Loan Parties to deliver such copies to the Collateral Agent. Upon reasonable request to senior management of the Parent, the Collateral Agent may, without expense to the Collateral Agent, use such of the Loan Parties’ respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Collateral Agent’s Liens. The Collateral Agent shall have the right, at any time, in the Collateral Agent’s name or in the name of a nominee of the Collateral Agent, to verify the validity, amount, or any other matter relating to the Accounts, Inventory, or other Collateral, by mail, telephone, or otherwise; provided, however, in the absence of an Event of Default, the Collateral Agent agrees that it will not attempt to verify more than ten (10) Accounts each month.
(b) Subject to succeeding clause (c), each of the Loan Parties hereby consents that the Agents may issue and disseminate to the public general information describing the credit accommodation entered into pursuant to this Agreement, including the names and addresses of the Loan Parties and a general description of the Loan Parties’ business and may use the Loan Parties’ names in advertising and other promotional material.
(c) Each Agent and Lender severally agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information provided to an Agent or such Lender by or on behalf of Holdings or such Loan Party, under this Agreement or any other Loan Document, except to the extent that such information (i) was or becomes generally available to the public othe...
Access and Examination; Confidentiality. (a) The Agent, accompanied by ------------------------------------------- any Lender which so elects, may, at Borrower's expense, at all reasonable times during regular business hours (and at any time when an Event of Default exists and is continuing) have access to, examine, audit, make extracts from or copies of and inspect any or all of the Borrower's records, files, and books of account and the Collateral, and discuss the Borrower's affairs with the Borrower's officers and management; provided that the Agent and the Lenders agree that, -------- unless an Event of Default has occurred and is continuing, the Agent shall not conduct any such examination, audit or other inspection more than (i) two times in any calendar year at any time prior to the first date, if any, on which the Loan to Availability Ratio is equal to or greater than 50% for fifteen (15) consecutive days (such date, a "Trigger Date") and (ii) four times in any calendar year at any time thereafter; provided, further, that if after any -------- ------- Trigger Date the Loan to Availability Ratio is less than 50% for 120 consecutive days (such 120th day, a "Shut-Off Date") then, from and after such Shut-Off Date, the Agent and the Lenders agree that, unless an Event of Default has occurred and is continuing, the Agent shall not conduct any such examination, audit or other inspection more than (x) two times during the portion of the calendar year then remaining after such Shut-Off Date (and in no event more than four times in all of such calendar year) and in any calendar year thereafter until the next Trigger Date, if any, and (y) four times in any calendar year at any time thereafter until the next Shut-Off Date, if any. The parties agree that the immediately preceding proviso shall govern the permitted frequency of examinations, audits and other inspections conducted by the Agent pursuant to this Section 6.6 in respect of each subsequent Trigger Date and Shut-Off Date occurring thereafter. The parties further agree that the Agent may conduct additional examinations, audits or other inspections, at the expense of the Agent and the Lenders, at all reasonable times during regular business hours, in addition to those contemplated above in this Section 6.6. The Borrower will ----------- deliver to the Agent any instrument necessary for the Agent to obtain records from any service bureau maintaining records for the Borrower. The Agent may, and at the direction of the Majority Lenders shall, at ...
Access and Examination; Confidentiality. Abbott may, at all reasonable times during regular business hours with reasonable notice to NaPro (and at any time when an Event of Default exists) have access to, examine, audit, make extracts from or copies of and inspect any or all of NaPro's records, files, and books of account and the Collateral, and discuss NaPro's affairs with NaPro's officers and management. Abbott may, at any time when an Event of Default exists, make copies of all of NaPro's books and records related to the Collateral, or require NaPro to deliver such copies to Abbott. Any out-of-pocket expenses of Abbott under this section prior to an Event of Default shall be at Xxxxxx'x own expense and after an Event of Default has occurred and is continuing shall be at NaPro's expense. 2.10
Access and Examination; Confidentiality
