Audits and Appraisals. (i) The Administrative Agent or its Affiliates shall have conducted a field examination of the Borrowers’ assets, liabilities, cash management systems, reporting and books and records, and the results of such field examination shall be reasonably satisfactory to the Administrative Agent in all respects; and
(ii) The Administrative Agent shall have received an FLV Appraisal, and the results of such FLV Appraisal shall be satisfactory to the Administrative Agent in all respects;
Audits and Appraisals. Article 36 The audits and appraisals on Newco include the internal audits and appraisals conducted by the Acquirer and any external audits or appraisals performed by an independent third party.
Article 37 The auditor and appraiser, as independent third parties under this Agreement, shall be mutually approved by the Acquirer, the Controlling Party and/or the Transferors, but the Acquirer shall bear the associated audit and appraisal expenses. * Confidential material redacted and filed separately with the Securities and Exchange Commission.
Article 38 The audit and appraisal results issued by the auditor and appraiser under this Agreement shall be subject to mutual confirmation by the Acquirer, the Controlling Party and/or Transferors.
Article 39 All of the audits and appraisals performed by the auditor and appraiser under this Agreement and the internal audits performed by the Acquirer shall follow the requirements of the critical accounting policies below:
(1) Inventories shall be accounted for on the basis of actual procurement costs.
(2) The value of Fixed Assets shall be determined according to the audit report issued on the Audit Reference Date by an auditor mutually approved by the Parties. If the auditor cannot obtain reliable accounting materials to confirm the value of such assets, the Parties shall agree to determine such amounts using any of the following methods: (a) the result of appraisals based on fair market value; (b) the amount determined by the Parties through negotiation; or (c) if there are any disagreements on the asset values and the Transferors cannot provide reasonable and satisfactory support or evidence regarding the asset values to the Acquirer, the Acquirer may refuse to acquire such assets on behalf of Newco.
(3) The value of real property will be determined on the basis of the appraisal results.
(4) The straight-line method shall be used to calculate the depreciation of fixed assets over the longest applicable number of years available for such fixed assets in accordance with the applicable accounting standards.
Audits and Appraisals. Upon the request of Administrative Agent, each Borrower shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated by Administrative Agent to conduct one or more audits of all Accounts and Inventory of Loan Parties and one or more appraisals of all Equipment, Real Property Assets and Intellectual Property of Loan Parties, in each case during each twelve-month period after the Second Amendment Effective Date (exclusive of any audits or appraisals required under subsection 6.12(ii) (the "BASE AUDITS AND APPRAISALS")), or upon the occurrence and during the continuation of an Event of Default, such additional audits of Accounts and Inventory and appraisals of Equipment, Real Property Assets and Intellectual Property as Administrative Agent may require, each such audit and/or appraisal to be substantially similar in scope and substance to the Base Audits and Appraisals, all upon reasonable notice and at such reasonable times during normal business hours and as often as may be reasonably requested.
Audits and Appraisals. Section 2.2.4 is amended in its entirety to read as follows:
Audits and Appraisals. (a) Agent or its Affiliates shall have conducted a field examination of Borrowers’ assets, liabilities, cash management systems, books and records, and the results of such field examination shall be reasonably satisfactory to Agent in all respects; and
(b) The Agent shall have received appraisals conducted on certain Inventory and Equipment of the Loan Parties, and the results of such appraisals shall be reasonably satisfactory to Agent in all respects.
Audits and Appraisals. (a) So long as no Event of Default has occurred and is continuing, the Administrative Agent may, from time to time, conduct commercial finance audits of the Borrowers’ books and records (in each event, at the Administrative Agent’s expense), such exams to be conducted not more than once during any one (1) consecutive twelve (12) month period. After the occurrence of an Event of Default which is continuing, the Administrative Agent may, from time to time, conduct commercial finance audits of the Borrowers’ books and records (in each event, at the Borrowers’ expense, but not to exceed $5,000.00 per exam).
(b) The Administrative Agent, at the expense of the Borrowers, may participate in and/or observe each physical count and/or inventory of Inventory which is undertaken on behalf of the Borrowers.
(c) Upon the Administrative Agent’s reasonable request after the occurrence and during the continuance of an Event of Default, the Borrowers shall permit the Administrative Agent to obtain appraisals of the Borrowers’ assets (in all events, at the Borrowers’ expense) conducted by such appraisers as are satisfactory to the Administrative Agent.
Audits and Appraisals. Upon the request of Agent, each Borrower shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated by Agent to conduct one or more audits of all Accounts and Inventory of Loan Parties, all upon reasonable notice and at such reasonable times during normal business hours and as often as may be reasonably requested.
Audits and Appraisals. (a) So long as no Assignment of Claims Compliance Event has occurred and/or no Event of Default has occurred and is continuing, the Administrative Agent may, from time to time, conduct commercial finance audits of the Borrowers' books and records (in each event, at the Administrative Agent's expense), such exams to be conducted not more than once during any one (1) consecutive twelve (12) month period. After the occurrence of the Assignment of Claims Compliance Event and/or an Event of Default which is continuing, the Administrative Agent may, from time to time, conduct commercial finance audits of the Borrowers' books and records (in each event, at the Borrowers' expense, but not to exceed $5,000.00 per exam).
(i) The Administrative Agent, at the expense of the Borrowers, may participate in and/or observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the Borrowers.
(ii) Upon the Administrative Agent's reasonable request from time to time, but no more frequently than annually unless an Event of Default is existing, the Borrowers shall permit the Administrative Agent to obtain appraisals of the Borrowers' assets including, without limitation, the Real Estate, (in all events, at the Borrowers' expense) conducted by such appraisers as are satisfactory to the Administrative Agent.
(c) The Administrative Agent, at the expense of the Borrowers, may order environmental assessments of the Real Estate at such times as the Administrative Agent may reasonably determine, provided that no more than one such assessment be conducted at Borrowers' expense in any calendar year prior to the occurrence of an Event of Default.
Audits and Appraisals. (a) Borrower shall at all times keep accurate and complete books, records and accounts of all of Borrower’s business activities, prepared in accordance with GAAP, and Borrower shall permit FSW, or any persons designated by FSW, at any reasonable time, to inspect, audit and examine such books, records and accounts and to make copies or extracts thereof at the sole expense of Borrower, which expense shall be an Obligation hereunder. In addition, FSW shall conduct an examination and verification of Borrower’s Collateral by an employee of FSW or a professional selected by FSW to verify the accuracy of such records (an “Audit”) in each twelve (12) month period during the term of this Agreement. In addition, FSW shall have the right to conduct an Audit upon i) an Event of Default; ii) a breach of the Factoring Agreement by Borrower thereunder; iii) in order to protect FSW’s security interest hereunder; or iv) a request by Borrower to modify any terms or conditions of this Agreement. FSW shall be permitted to conduct an Audit upon 24 hours advance notice to Borrower. Borrower shall be responsible for all Audit costs and expenses, which shall be an Obligation hereunder. Revolving Inventory Loan and Security Agreement Borrower Initials _____
(b) Borrower shall at all times keep accurate perpetual Inventory reporting reflecting accurate stock counts and Cost Values, and Borrower shall permit FSW, or any persons designated by FSW, at any reasonable time, to inspect, count, appraise for value and examine such books, records and accounts and to make copies or extracts thereof at the sole expense of Borrower, which expense shall be an Obligation hereunder. In addition, FSW shall conduct a valuation Borrower’s Inventory by an employee of FSW or a professional selected by FSW to assess the value of the Inventory (an “Appraisal”) in each twelve (12) month period during the term of this Agreement, with the first Appraisal to be completed and delivered to FSW prior to the Effective Date. In addition, FSW shall have the right to conduct an Appraisal upon i) an Event of Default; ii) a breach of the Factoring Agreement by Borrower thereunder; iii) in order to protect FSW’s security interest hereunder; or iv) a request by Borrower to modify any terms or conditions of this Agreement. FSW shall be permitted to conduct an Appraisal upon 24 hours advance notice to Borrower. Borrower shall be responsible for all Appraisal costs and expenses, which shall be an Obligation hereunder.
Audits and Appraisals. (a) Borrower shall, at its expense, cause its auditors to supervise and review a physical inventory of Inventory and Pledged Accounts of Borrower and its Subsidiaries once each Fiscal Year, to be conducted in the normal course of Borrower's audit process, and shall deliver to the Agent promptly, and in any event within thirty (30) days after the same becomes available, the results of such audit. Borrower shall, at Agent's request not more than once each Fiscal Year, engage auditors to confirm and report inventory classifications and other information reasonably requested by Agent, based upon inventory procedures agreed upon by Agent and the auditors.
(b) In addition to audits referred to in paragraph (a) of this Section 12.14, each of Parent and Borrower shall allow, and shall cause each of Borrower's Subsidiaries to allow, the Agent or Lenders, in conjunction with the Agent, or their designees to enter any locations of Borrower, at any reasonable time or times during regular business hours, to inspect the Collateral and to inspect, audit and to make copies or extractions from the books, records, journals, orders, receipts, correspondence and other data relating to the Collateral. Further, each of Parent and Borrower shall allow, and shall cause each of Borrower's Subsidiaries to allow, the Agent or Lenders, in conjunction with the Agent, or their designees to enter any locations at which assets and properties that either are proposed to be transferred to Borrower or have been transferred to Borrower, in anticipation of a Permitted Acquisition, are located, at any reasonable time or times during regular business hours and, subject to the consent of the seller, a point in time reasonably in advance of the Permitted Acquisition, to inspect such assets and properties and to inspect, audit and to make copies or extractions from the books, records, journals, orders, receipts, correspondence and other data relating to such assets and properties for the purpose of determining, prior to the consummation of the Permitted Acquisition, the eligibility of such assets and properties for inclusion in the Borrowing Base. Borrower agrees to use reasonable, good faith efforts to obtain the consent of the seller, so as to provide such entry and opportunity to inspect to the Agent or Lenders, in conjunction with the Agent, or their designees.
(c) At Agent's request at any time, on no more than one occasion per calendar year (unless a Default or an Event of Default has occurr...
