Common use of Audit and Appraisal Fees Clause in Contracts

Audit and Appraisal Fees. Borrowers shall reimburse DIP Agent and DIP Lenders for all reasonable costs and expenses incurred by DIP Agent and DIP Lenders in connection with all audits, inspections, examinations and appraisals with respect to any Obligor or Collateral as DIP Agent shall deem appropriate in the exercise of its reasonable credit judgment; provided, however, Borrowers shall only be obligated to reimburse DIP Agent for up to four (4) field examinations and up to two (2) Inventory Appraisals per Fiscal Year; and provided further that upon and during the continuance of an Event of Default, Borrowers shall be obligated to reimburse DIP Agent for any and all field examinations and Inventory Appraisals conducted by DIP Agent or a third party on its behalf. The foregoing fees shall be due and payable ten (10) days after Borrowers receive invoices therefor from DIP Agent; provided, however, upon and during the continuance of an Event of Default, such fees shall be due and payable on demand. On the Closing Date, Borrowers shall pay to DIP Agent all appraisal and audit fees incurred by DIP Agent prior to the Closing Date in connection with the consummation of the transactions evidenced hereby together with all reasonable out of pocket expenses incurred by DIP Agent in connection therewith, which fees and expenses shall be described in reasonable detail in an invoice from DIP Agent delivered to Borrowers not less than one (1) Business Day prior to the Closing; provided that failure to provide such invoice within such time period shall not relieve Borrowers of their obligation to pay DIP Agent for such fees and expenses. Borrowers agree to pay DIP Agent’s then standard charges for examination activities, including the standard charges of DIP Agent’s internal examination and appraisal groups (such customary charges are currently $1,100 per day per employee for each day that an employee of DIP Agent shall be engaged in any field examination or audit, plus all reasonable out of pocket expenses incurred in connection therewith), as well as the charges of any third party used for such purposes.

Audit and Appraisal Fees. Borrowers shall be jointly and severally obligated to reimburse DIP Agent and DIP Lenders for all reasonable costs and expenses incurred by DIP Agent and DIP Lenders in connection with all auditsaudits and upon and during the continuance of an Event of Default, inspections, examinations all appraisals of any Obligor’s books and appraisals with respect records and such other matters pertaining to any Obligor or any Collateral as DIP Agent shall deem appropriate appropriate. Upon and during the continuance of an Event of Default, Borrowers shall reimburse Agent and Lenders for all reasonable costs and expenses incurred by Agent or Lenders in the exercise connection with appraisals of any Collateral as Agent shall deem appropriate. Borrowers shall also reimburse Agent its customary charges with respect to a field examination or review of any Borrower’s books and records (such customary charges are currently $850 per day for each day that an employee or agent of Agent shall be engaged in any such examination or review plus all reasonable credit judgmentout-of-pocket expenses incurred in connection therewith); provided, however, Borrowers shall only be obligated to reimburse DIP Agent for up to four (4) field examinations and up to two (2) Inventory Appraisals per Fiscal Year; and provided further that except upon and during the continuance of an Event of Default, Borrowers shall only be obligated to reimburse DIP Agent for any and all three (3) field examinations and Inventory Appraisals conducted by DIP Agent or a third party on its behalfper Fiscal Year. The foregoing fees shall be due and payable ten (10) days after Borrowers receive invoices therefor from DIP Agent; provided, however, upon and during the continuance of an Event of Default, such fees shall be due and payable on demand. On the Closing Date, Borrowers shall be jointly and severally obligated to pay to DIP Agent all appraisal and audit fees incurred by DIP Agent prior to the Closing Date in connection with the consummation of the transactions evidenced hereby together with all reasonable out of out-of-pocket expenses incurred by DIP Agent in connection therewith, which fees and expenses shall be described in reasonable detail in an invoice from DIP Agent delivered to Borrowers not less than one (1) Business Day prior to the Closing; provided that failure to provide such invoice within such time period shall not relieve Borrowers of their obligation to pay DIP Agent for such fees and expenses. Borrowers agree to pay DIP Agent’s then standard charges for examination activities, including the standard charges of DIP Agent’s internal examination and appraisal groups (such customary charges are currently $1,100 per day per employee for each day that an employee of DIP Agent shall be engaged in any field examination or audit, plus all reasonable out of pocket expenses incurred in connection therewith), as well as the charges of any third party used for such purposes.

Audit and Appraisal Fees. Borrowers shall be jointly and severally obligated to reimburse DIP Agent and DIP Lenders for all reasonable costs and expenses incurred by DIP Agent and DIP Lenders in connection with all auditsaudits and upon and during the continuance of an Event of Default, inspections, examinations all appraisals of any Obligor’s books and appraisals with respect records and such other matters pertaining to any Obligor or any Collateral as DIP Agent shall deem appropriate in the exercise of its reasonable credit judgment. Upon and during the continuance of an Event of Default, Borrowers shall reimburse Agent and Lenders for all reasonable costs and expenses incurred by Agent or Lenders in connection with appraisals of any Collateral as Agent shall deem appropriate in the exercise of its reasonable credit judgment. Borrowers shall also reimburse Agent for the cost of any appraisal, inspection or review of the Collateral or any Borrower’s books and records, plus Agent’s customary charges with respect to a field examination or audit thereof (such customary charges are currently $1,000 per day for each day that an employee of Agent shall be engaged in any field examination or audit, plus all reasonable out of pocket expenses incurred in connection therewith); provided, however, Borrowers shall only be obligated to reimburse DIP Agent for up to four two (42) field examinations and up to two (2) Inventory Appraisals per Fiscal Year, except that, during an Activation Period, Borrowers shall be obligated to reimburse Agent for up to three (3) field examinations and up to three (3) Inventory Appraisals per Fiscal Year; and provided further that upon and during the continuance of an Event of Default, Borrowers shall be obligated to reimburse DIP Agent for any and all field examinations and Inventory Appraisals conducted by DIP Agent or a third party on its behalf. The foregoing fees shall be due and payable ten (10) days after Borrowers receive invoices therefor from DIP Agent; provided, however, upon and during the continuance of an Event of Default, such fees shall be due and payable on demand. On the Closing Date, Borrowers shall be jointly and severally obligated to pay to DIP Agent all appraisal and audit fees incurred by DIP Agent prior to the Closing Date in connection with the consummation of the transactions evidenced hereby together with all reasonable out of pocket expenses incurred by DIP Agent in connection therewith, which fees and expenses shall be described in reasonable detail in an invoice from DIP Agent delivered to Borrowers not less than one (1) Business Day prior to the Closing; provided that failure to provide such invoice within such time period shall not relieve Borrowers of their obligation to pay DIP Agent for such fees and expenses. Borrowers agree to pay DIP Agent’s then standard charges for examination activities, including the standard charges of DIP Agent’s internal examination and appraisal groups (such customary charges are currently $1,100 per day per employee for each day that an employee of DIP Agent shall be engaged in any field examination or audit, plus all reasonable out of pocket expenses incurred in connection therewith), as well as the charges of any third party used for such purposes.

Audit and Appraisal Fees. Borrowers Borrower shall reimburse DIP pay to Agent and DIP Lenders for all reasonable costs and expenses incurred by DIP Agent and DIP Lenders audit fees in accordance with Agent’s current schedule of fees in effect from time to time in connection with all audits, inspections, examinations audits of the books and appraisals with respect to any Obligor or Collateral records and Properties of Borrower and its Subsidiaries and such other matters as DIP Agent shall deem appropriate in the exercise of its reasonable credit judgment, plus all reasonable out-of-pocket expenses incurred by Agent in connection with such audits; provided, that so long as no Event of Default has occurred and is continuing, Borrower shall not be liable for such audit fees in excess of $40,000 in any fiscal year, whether such audits are conducted by employees of Agent or by third parties hired by Agent. Additionally, from time to time, Agent may, at Borrower’s expense, obtain appraisals from appraisers (who may be personnel of Agent), stating the then current fair market value of all or any portion of the real estate or personal Property of Borrower or any of its Subsidiaries, including without limitation the Inventory of Borrower and its Subsidiaries; provided, however, Borrowers that so long as no Event of Default exists and is continuing, Borrower shall only not be obligated required to reimburse DIP Agent for up to four (4) field examinations and up to two (2) Inventory Appraisals per Fiscal Year; and provided further that upon and during the continuance costs of an Event such appraisals in excess of Default$50,000 in any fiscal year. Such audit fees, Borrowers shall be obligated to reimburse DIP Agent for any and all field examinations and Inventory Appraisals conducted by DIP Agent or a third party on its behalf. The foregoing fees shall be due and payable ten (10) days after Borrowers receive invoices therefor from DIP Agent; provided, however, upon and during the continuance of an Event of Default, such fees shall be due and payable on demand. On the Closing Date, Borrowers shall pay to DIP Agent all appraisal and audit fees incurred by DIP Agent prior to the Closing Date in connection with the consummation of the transactions evidenced hereby together with all reasonable out of pocket expenses incurred by DIP Agent in connection therewith, which fees and out-of-pocket expenses shall be described payable on the first day of the month following the date of issuance by Agent of a request for payment thereof to Borrower. Agent may, in reasonable detail in an invoice from DIP Agent delivered its discretion, provide for the payment of such amounts by making appropriate Revolving Credit Loans to Borrowers not less than one (1) Business Day prior to the Closing; provided that failure to provide such invoice within such time period shall not relieve Borrowers of their obligation to pay DIP Agent for such fees Borrower and expenses. Borrowers agree to pay DIP Agentcharging Borrower’s then standard charges for examination activities, including the standard charges of DIP Agent’s internal examination and appraisal groups (such customary charges are currently $1,100 per day per employee for each day that an employee of DIP Agent shall be engaged in any field examination or audit, plus all reasonable out of pocket expenses incurred in connection therewith), as well as the charges of any third party used for such purposesLoan Account therefor.

Audit and Appraisal Fees. Borrowers shall be jointly and severally obligated to reimburse DIP Agent and DIP Lenders for all reasonable costs and expenses incurred by DIP Agent and DIP Lenders in connection with all audits, inspections, examinations and appraisals with respect to any Obligor or Collateral as DIP Agent shall deem appropriate in the exercise of its reasonable credit judgment; provided, however, Borrowers shall only be obligated to reimburse DIP Agent for up to four two (42) field examinations and up to two (2) Inventory Appraisals per Fiscal Year, except that, during an Activation Period, Borrowers shall be obligated to reimburse Agent for up to three (3) field examinations and up to three (3) Inventory Appraisals per Fiscal Year; and provided further that upon and during the continuance of an Event of Default, Borrowers shall be obligated to reimburse DIP Agent for any and all field examinations and Inventory Appraisals conducted by DIP Agent or a third party on its behalf. The foregoing fees shall be due and payable ten (10) days after Borrowers receive invoices therefor from DIP Agent; provided, however, upon and during the continuance of an Event of Default, such fees shall be due and payable on demand. On the Closing Date, Borrowers shall be jointly and severally obligated to pay to DIP Agent all appraisal and audit fees incurred by DIP Agent prior to the Closing Date in connection with the consummation of the transactions evidenced hereby together with all reasonable out of pocket expenses incurred by DIP Agent in connection therewith, which fees and expenses shall be described in reasonable detail in an invoice from DIP Agent delivered to Borrowers not less than one (1) Business Day prior to the Closing; provided that failure to provide such invoice within such time period shall not relieve Borrowers of their obligation to pay DIP Agent for such fees and expenses. Borrowers agree to pay DIP Agent’s then standard charges for examination activities, including the standard charges of DIP Agent’s internal examination and appraisal groups (such customary charges are currently $1,100 1,000 per day per employee for each day that an employee of DIP Agent shall be engaged in any field examination or audit, plus all reasonable out of pocket expenses incurred in connection therewith), as well as the charges of any third party used for such purposes.