Common use of Audits; Recordkeeping Clause in Contracts

Audits; Recordkeeping. (i) The Borrower shall allow Ambac to conduct physical audits at the Borrower's expense, using Ambac's own personnel and/or agents employed on Ambac's behalf, of the assets of the Borrower as often as Ambac may reasonably deem necessary or desirable; provided, that, at any time prior to the occurrence of a Default, Ambac shall conduct not more than one physical audit in any one fiscal year of the Borrower; and provided, further, that upon the occurrence and during the continuance of a Default, Ambac may engage in any number of physical audits which Ambac deems necessary or desirable. (ii) The Borrower shall keep proper books and records reflecting all of its business affairs and transactions in accordance with GAAP and permit Ambac, on reasonable notice and at reasonable times and intervals during ordinary business hours, to visit all of its offices and to discuss its financial matters with officers of the Borrower and its independent public accountants. The Borrower shall permit Ambac on reasonable notice and at reasonable times and intervals during ordinary business hours, to examine and make copies of any of the books or other records of the Borrower. In addition to the foregoing, the Borrower shall pay any reasonable fees of any independent public accountants or otherwise incurred in connection with the exercise by Ambac of its rights pursuant to this Section 2.2(i).

Appears in 2 contracts

Samples: Insurance and Indemnity Agreement (Special Value Expansion Fund, LLC), Insurance and Indemnity Agreement (Special Value Opportunities Fund LLC)

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Audits; Recordkeeping. (i) The Borrower Issuer shall allow Ambac to conduct physical audits at the BorrowerIssuer's expense, using Ambac's own personnel and/or agents employed on Ambac's behalf, of the assets of the Borrower Issuer as often as Ambac may reasonably deem necessary or desirable; provided, that, at any time prior to the occurrence of a Default, Ambac shall conduct not more than one physical audit in any one fiscal year of the BorrowerIssuer; and provided, further, that upon the occurrence and during the continuance of a Default, Ambac may engage in any number of physical audits which Ambac deems necessary or desirable. (ii) The Borrower Issuer shall keep proper books and records reflecting all of its business affairs and transactions in accordance with GAAP and permit Ambac, on reasonable notice and at reasonable times and intervals during ordinary business hours, to visit all of its offices and to discuss its financial matters with officers of the Borrower Issuer and its independent public accountants. The Borrower Issuer shall permit Ambac on reasonable notice and at reasonable times and intervals during ordinary business hours, to examine and make copies of any of the books or other records of the BorrowerIssuer. In addition to the foregoing, the Borrower Issuer shall pay any reasonable fees of any independent public accountants or otherwise incurred in connection with the exercise by Ambac of its rights pursuant to this Section 2.2(i).

Appears in 2 contracts

Samples: Insurance and Indemnity Agreement (Special Value Opportunities Fund LLC), Insurance and Indemnity Agreement (Special Value Expansion Fund, LLC)

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