Asset Audit. Borrower shall permit representatives of Bank at the expense of Borrower to inspect and conduct an audit of all of Borrower’s assets and properties (both real and personal, including Accounts and Inventory); provided, however, if such audit is conducted by Bank more than once during any fiscal year, and such additional audit is not the result of the occurrence and continuation of an Event of Default, Bank shall be responsible for the fee payable to the Person that performed such additional audit.
Asset Audit. Within sixty (60) days after the Closing Date, within one hundred twenty (120) days after the last day of each calendar year, and at such other times as Agent may request in writing, Borrower shall, and shall cause each of the Credit Parties to, permit representatives of Agent, at the expense of Borrower, to inspect and conduct an audit of all of the Credit Parties’ assets, properties, books and records (including the Notes Receivable).
Asset Audit. Borrower has permitted the Agent to perform the field work in connection with an asset audit (the "ASSET AUDIT") of Borrower and its Subsidiaries. Promptly after completion of the Asset Audit, the Agent shall discuss the same with Borrower and then provide a report thereof (the "AUDIT REPORT") to the Lenders. Borrower agrees to provide such additional information to any Lender as such Lender may reasonably request with respect to any matter related to the Asset Audit, and Borrower may provide each Lender with such additional information (at such time and in such manner as is reasonably convenient for Borrower and the Lenders) as Borrower believes may be useful to the Lenders in their evaluation of the Audit Report. Within ten Business Days after receipt of the Audit Report, each Lender shall provide notice to the Agent as to whether such Lender, in its sole and absolute discretion, determines that the results of the Asset Audit are satisfactory to such Lender; if, by the end of such period, the Agent does not receive notices from Lenders with Commitment Percentages aggregating at least 66-_% stating that the results of the Asset Audit are satisfactory to such Lenders, then
(a) Borrower and each Lender agrees to use its best efforts to come to an agreement as to (1) the frequency and method of the reporting of Borrower's calculation of the Borrowing Base; (2) the X% and Y% appearing in the definitions below, and (3) the definitions of the terms "Eligible Accounts" and "Eligible Inventory" (together with such additional definitions as may be used in the definitions of those terms); (b) immediately upon the agreement by Borrower and the Majority Lenders as to the foregoing, the same shall be added to the amendments to the Loan Agreement appearing below, and (c) the Loan Agreement shall thereupon automatically, and without any further action by any Party, be amended as follows (after giving effect to the additions to such amendments of clause (b) of this Section):
Asset Audit. Borrower shall permit representatives of Bank, at the expense of Borrower, to inspect and conduct audits of all of Borrower’s assets and properties (both real and personal); provided that the costs and expenses of such inspections and audits shall be subject to the limitations set forth in Section 6.5 hereof and Borrower shall not be responsible for the expenses relating to more than one (1) such audit in any twelve-month period unless an Event of Default shall have occurred and be continuing, it which event such limitation shall not apply.
Asset Audit. Bank shall have received an asset audit of ----------- Borrower, based on financial statements current as of September 30, 1998, with such asset audit prepared in accordance with GAAP and acceptable to Bank;
Asset Audit. Seller and Buyer will jointly conduct a full audit of the physical Inventory ("Audit") during the one week prior to the Closing Date ("Blackout Period"). Following such Audit, the Parties shall jointly establish and finally agree on the physical Inventory comprising the Assets and its implications on the Purchase Price ("Final Physical Inventory of Assets"). Buyer and Seller will mutually agree to the final quantities and a respective Purchase Price Adjustment based on the result of the Audit.
Asset Audit. The Bank shall have received or performed an ----------- asset audit at the Company's expense, covering the Assets of the Company and the Guarantors, which shall be acceptable in all respects to the Bank, not later than forty-five (45) days from the date hereof.
Asset Audit. Seller and Buyer will conduct a full Physical Inventory during the one week prior to the Closing Date ("Blackout Period"). Following such Physical Inventory, the Parties shall jointly establish and agree on the Final Physical Inventory of Assets and its implications on the Purchase Price. Buyer and Seller will mutually agree to the final quantities and a respective Purchase Price Adjustment based on the result of the Physical Inventory.
Asset Audit. Pursuant to Section 4.5, Borrower and Bank have scheduled as asset field audit to commence November 9, 1998, Borrower acknowledging that execution of this amendment is premised upon Bank's reliance that such audit will be facilitated on a timely basis.
Asset Audit. Borrower shall permit representatives of Bank, at the expense of Bxxxxxxx, to inspect and conduct audits, during normal business hours upon reasonable advance written notice, which shall be at least five (5) Business Days’ notice provided no Event of Default then exists, of all of Borrower’s assets and properties (both real and personal, including Accounts) at Borrower’s primary place of business; provided that Bank shall make all commercially reasonable efforts to conduct such inspections and audits in a manner so as to minimize disruption to Borrower’s operations; provided, however, if such inspection or audit is conducted by Bank more than once during any Calendar Year, and any such additional inspections or audits do not occur while a Default or an Event of Default has occurred and is continuing, Bank shall be responsible for the fee payable to the Person that performed such additional inspections or audits.
